Advisors' Inner Circle Fund III (Form: 485APOS, Received: 10/07/2014 17:12:56)

AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 2014

                                               File No. 333-192858
                                                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/
          POST-EFFECTIVE AMENDMENT NO. 12                      /X/
                        AND
          REGISTRATION STATEMENT UNDER THE
           INVESTMENT COMPANY ACT OF 1940                      /X/
                  AMENDMENT NO. 16                             /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:

SEAN GRABER, 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

It is proposed that this filing become effective (check appropriate box)

/ / Immediately upon filing pursuant to paragraph (b)
/ / On [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/X/ 75 days after filing pursuant to paragraph (a)(2)
/ / On [date] pursuant to paragraph (a) of Rule 485

SUBJECT TO COMPLETION

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY

NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED

PRELIMINARY PROSPECTUS DATED OCTOBER 7, 2014

THE ADVISORS' INNER CIRCLE FUND III

PROSPECTUS

[____], 2014

LOGAN CIRCLE PARTNERS CORE PLUS FUND
(I Class Shares: )

(R Class Shares: )

LOGAN CIRCLE PARTNERS HIGH YIELD FUND
(I Class Shares: )

(R Class Shares: )

LOGAN CIRCLE PARTNERS MULTI-SECTOR FIXED INCOME FUND
(I Class Shares: )

(R Class Shares: )

LOGAN CIRCLE PARTNERS SELECT GROWTH EQUITY FUND
(I Class Shares: )

(R Class Shares: )

INVESTMENT ADVISER:

LOGAN CIRCLE PARTNERS L.P.

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
LOGAN CIRCLE PARTNERS CORE PLUS FUND .......................................  XX
    INVESTMENT OBJECTIVE ...................................................  XX
    FUND FEES AND EXPENSES .................................................  XX
    PRINCIPAL INVESTMENT STRATEGIES ........................................  XX
    PRINCIPAL RISKS ........................................................  XX
    PERFORMANCE INFORMATION ................................................  XX
    INVESTMENT ADVISER .....................................................  XX
    PORTFOLIO MANAGERS .....................................................  XX
LOGAN CIRCLE PARTNERS HIGH YIELD FUND ......................................  XX
    INVESTMENT OBJECTIVE ...................................................  XX
    FUND FEES AND EXPENSES .................................................  XX
    PRINCIPAL INVESTMENT STRATEGIES ........................................  XX
    PRINCIPAL RISKS ........................................................  XX
    PERFORMANCE INFORMATION ................................................  XX
    INVESTMENT ADVISER .....................................................  XX
    PORTFOLIO MANAGERS .....................................................  XX
LOGAN CIRCLE PARTNERS MULTI-SECTOR FIXED INCOME FUND .......................  XX
    INVESTMENT OBJECTIVE ...................................................  XX
    FUND FEES AND EXPENSES .................................................  XX
    PRINCIPAL INVESTMENT STRATEGIES ........................................  XX
    PRINCIPAL RISKS ........................................................  XX
    PERFORMANCE INFORMATION ................................................  XX
    INVESTMENT ADVISER .....................................................  XX
    PORTFOLIO MANAGERS .....................................................  XX
LOGAN CIRCLE PARTNERS SELECT GROWTH EQUITY FUND ............................  XX
    INVESTMENT OBJECTIVE ...................................................  XX
    FUND FEES AND EXPENSES .................................................  XX
    PRINCIPAL INVESTMENT STRATEGIES ........................................  XX
    PRINCIPAL RISKS ........................................................  XX
    PERFORMANCE INFORMATION ................................................  XX
    INVESTMENT ADVISER .....................................................  XX
    PORTFOLIO MANAGERS .....................................................  XX
SUMMARY INFORMATION ABOUT THE PURCHASE AND SALES OF FUND
SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION ......................  XX
MORE INFORMATION ABOUT THE FUNDS' INVESTMENT
OBJECTIVES AND STRATEGIES ..................................................  XX
MORE INFORMATION ABOUT RISK ................................................  XX
INFORMATION ABOUT PORTFOLIO HOLDINGS .......................................  XX

INVESTMENT ADVISER .........................................................  XX
PORTFOLIO MANAGERS .........................................................  XX
RELATED PERFORMANCE DATA OF THE ADVISER ....................................  XX
PURCHASING, SELLING AND EXCHANGING FUND SHARES .............................  XX
SHAREHOLDER SERVICING ARRANGEMENTS .........................................  XX
PAYMENTS TO FINANCIAL INTERMEDIARIES .......................................  XX
OTHER POLICIES .............................................................  XX
DIVIDENDS AND DISTRIBUTIONS ................................................  XX
TAXES ......................................................................  XX
FINANCIAL HIGHLIGHTS .......................................................  XX
HOW TO OBTAIN MORE INFORMATION ABOUT THE FUNDS .....................  Back Cover

LOGAN CIRCLE PARTNERS CORE PLUS FUND

INVESTMENT OBJECTIVE

The investment objective of the Logan Circle Partners Core Plus Fund (the "Core Plus Fund" or the "Fund") is to seek to generate a high total return through a combination of capital appreciation and income.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold I Class Shares or R Class Shares of the Fund.

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

                                                     I CLASS SHARES       R CLASS SHARES
------------------------------------------------------------------------------------------
Management Fees                                            0.40%                0.40%
------------------------------------------------------------------------------------------
Other Expenses
------------------------------------------------------------------------------------------
    Shareholder Servicing Fees                             None                 0.25%
------------------------------------------------------------------------------------------
    Other Operating Expenses(1)                            1.37%                1.37%
                                                           -----                -----
------------------------------------------------------------------------------------------
Total Other Expenses                                       1.37%                1.62%
------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(2)                    1.77%                2.02%
------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                        (1.32)%              (1.32)%
Reimbursements                                            -------               ------
------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses after Fee             0.45%                0.70%
Reductions and/or Expense Reimbursements(2)
------------------------------------------------------------------------------------------

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

(2) Logan Circle Partners L.P. (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 0.45% of the Fund's I Class Shares' average daily net assets and 0.70% of the Fund's R Class Shares' average daily net assets until February 28, 2016. In addition, if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below 0.45% for the I Class Shares and 0.70% for the R Class Shares, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and 0.45% for the I Class Shares and 0.70% for the R Class Shares 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 28, 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
--------------------------------------------------------------------------------
         I Class Shares            $46              $427
--------------------------------------------------------------------------------
         R Class Shares            $72              $505
--------------------------------------------------------------------------------

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 in a portfolio of investment grade, U.S. fixed income securities. The Fund also may invest up to 20% of its net assets in any combination of high yield bonds and non-U.S. fixed income securities, including emerging market bonds. Logan Circle Partners L.P. (the "Adviser"), the Fund's investment adviser, considers high yield bonds to be those rated below BBB or Baa by Moody's Investor Services Inc., Standard & Poor's Rating Service or Fitch, Inc., or if unrated, determined to be of comparable quality by the Adviser.

The Fund will invest primarily in U.S. corporate, government, mortgage-backed and asset-backed fixed income securities and privately issued securities (e.g., Rule 144A securities), but may also invest in U.S. Treasury interest rate futures, forward currency contracts and credit default swaps. The Fund may use U.S. Treasury interest-rate futures for hedging purposes, primarily to assist in the risk management and liquidity of the Fund. The Fund may also use forward currency contracts for currency hedging and credit default swaps to gain exposure that is not available in the cash bond market.

The Adviser believes that the fixed income markets are efficient with respect to interest rate risk, but that bond markets regularly misprice securities that are exposed to credit, prepayment and liquidity risks. The Adviser seeks to exploit these inefficiencies by focusing on security and sector selection, and deemphasizing duration management. The Adviser employs a "bottom-up" approach to constructing the Fund's portfolio, leveraging its in-house credit research capabilities to determine the relative value of each fixed income security purchased by the Fund. The Adviser believes that proprietary, bottom-up, fundamental credit and structured products research, coupled with active trading is the best technique to identify the relative value of the individual securities and market sectors.

Due to its investment strategy, the Fund may buy and sell securities frequently.

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.

ASSET-BACKED SECURITIES RISK -- Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities, and asset-backed securities may not have the benefit of any security interest in the related assets.

CALL RISK - The risk that an issuer may exercise its right to redeem a fixed income security earlier than expected (a call). If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features.

CREDIT RISK -- The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation. A decline in the credit rating of an individual security held by the Fund may have an adverse impact on its price. Rating agencies might not always change their credit rating on an issuer or security in a timely manner to reflect events that could affect the issuer's ability to make timely payments on its obligations.

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 or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected.

DERIVATIVES RISK -- The Fund's use of futures contracts, forward contracts and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk is described below. Leverage risk is the risk that the use of leverage may amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. Liquidity risk is the risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swaps is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of these risks could cause the Fund to lose more than the principal amount invested in a derivative instrument.

EMERGING MARKETS SECURITIES RISK -- Investments in emerging markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in foreign securities. Unlike more established markets, emerging markets may have governments that are less stable, markets that are less liquid and economies that are less developed. In addition, the securities markets of emerging market countries may consist of companies with smaller market capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies.

EXTENSION RISK -- The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

FIXED INCOME MARKET RISK -- The prices of the Fund's fixed income securities respond to regulatory and economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. Events in the fixed income markets may lead to periods of volatility, liquidity issues and, in some cases, credit downgrades and increased likelihood of default.

FOREIGN COMPANY RISK -- Investing in foreign companies 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. 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. Foreign securities may also be more difficult to value than securities of U.S. issuers.

HIGH YIELD BOND RISK -- High yield, or "junk," bonds involve greater risks of default or downgrade and are more volatile than investment grade securities because the prospect for repayment of principal and interest of many of these securities is speculative. High-yield bonds also may be less liquid than higher quality investments.

INTEREST RATE RISK -- The risk that the value of fixed income securities, including U.S. Government securities, will fall due to rising interest rates.

ISSUER RISK -- The risk that the value of a security may decline for a reason directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services.

MARKET RISK -- The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. From time to time, certain investments held by the Fund may have limited marketability and may be difficult to value and sell at favorable times or prices.

MORTGAGE-BACKED SECURITIES RISK -- Mortgage-backed securities are affected by, among other things, interest rate changes and the possibility of prepayment of the underlying mortgage loans. Mortgage-backed securities are also subject to the risk that underlying borrowers will be unable to meet their obligations.

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.

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.

PREPAYMENT RISK -- The risk that, with declining interest rates, fixed income securities with stated interest rates may have the principal paid earlier than expected. Such sooner-than-expected principal payments may reduce the returns of a Fund because of loss of expected future interest payments on the principal amount paid back early and requires the Fund to invest the proceeds at generally lower interest rates.

UNRATED SECURITIES RISK -- Unrated securities may not have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable price.

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

Logan Circle Partners L.P.

PORTFOLIO MANAGERS

Andrew J. Kronschnabel, CFA, Portfolio Manager and Head of Investment Grade Credit, has managed the Fund since its inception in 2014.

Alfio Leone IV, CFA, Portfolio Manager and Head of Structured Products, has managed the Fund since its inception in 2014.

Scott J. Moses, CFA, Portfolio Manager and Head of Emerging Markets, has managed the Fund since its inception in 2014.

FOR IMPORTANT INFORMATION ABOUT 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 [XX] OF THE PROSPECTUS.

LOGAN CIRCLE PARTNERS HIGH YIELD FUND

INVESTMENT OBJECTIVE

The investment objective of the Logan Circle Partners High Yield Fund (the "High Yield Fund" or the "Fund") is to seek to generate a high total return through a combination of capital appreciation and income.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold I Class Shares or R Class Shares of the Fund.

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

                                                      I CLASS SHARES       R CLASS SHARES
------------------------------------------------------------------------------------------
Management Fees                                           0.55%                0.55%
------------------------------------------------------------------------------------------
Other Expenses
------------------------------------------------------------------------------------------
    Shareholder Servicing Fees                             None                 0.25%
------------------------------------------------------------------------------------------
    Other Operating Expenses(1)                           1.42%                 1.42%
                                                          -----                 -----
------------------------------------------------------------------------------------------
Total Other Expenses                                      1.42%                 1.67%
------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(2)                   1.97%                 2.22%
------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                       (1.27)%               (1.27)%
Reimbursements                                           ------                ------
------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses after Fee            0.70%                 0.95%
Reductions and/or Expense Reimbursements(2)
------------------------------------------------------------------------------------------

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

(2) Logan Circle Partners L.P. (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 0.70% of the Fund's I Class Shares' average daily net assets and 0.95% of the Fund's R Class Shares' average daily net assets until February 28, 2016. In addition, if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below 0.70% for the I Class Shares and 0.95% for the R Class Shares, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and 0.70% for the I Class Shares and 0.95% for the R Class Shares 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 28, 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
--------------------------------------------------------------------------------
             I-Shares            $72              $494
--------------------------------------------------------------------------------
             R-Shares            $97              $571
--------------------------------------------------------------------------------

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investments purposes, in a portfolio of high yield fixed income securities (also known as "junk bonds"). Logan Circle Partners L.P. (the "Adviser"), the Fund's investment adviser, considers high yield fixed income securities to be those rated below BBB or Baa by Moody's Investor Services Inc., Standard & Poor's Rating Services or Fitch, Inc., or if unrated, determined to be of comparable quality by the Adviser.

The Fund will invest primarily in high yield fixed income securities issued by U.S. corporations, but may also invest in high yield fixed income securities of corporate issuers outside of the U.S., including emerging market countries. The Fund may also invest in convertible bonds, bank loans and privately issued securities (e.g., Rule 144A securities).

The Adviser believes that the fixed income markets are efficient with respect to interest rate risk, but that bond markets regularly misprice securities that are exposed to credit, prepayment and liquidity risks. The Adviser seeks to exploit these inefficiencies by primarily focusing on security selection with a secondary focus on sector exposure. The Adviser employs a "bottom-up" approach to constructing the Fund's portfolio, leveraging its in-house credit research capabilities to determine the relative value of each fixed income security purchased by the Fund. The Adviser approaches portfolio construction from a relative value perspective and as a result, the Fund may invest in high yield fixed income securities of any rating, issue size or maturity.

Due to its investment strategy, the Fund may buy and sell securities frequently.

PRINCIPAL RISKS

ANY GOVERNMENT AGENCY. The principal risks affecting shareholders' investments in the Fund are set forth below.

BANK LOANS RISK -- With respect to bank loans, the Fund, as a direct lender to the borrower assumes the credit risk of the borrower directly, or, through purchase of a participation in a bank loan, assumes both the credit risk of the direct bank lender as well as the borrower. The Fund may have difficulty in certain cases of disposing of bank loans as the market for such instruments is not as liquid as markets for other types of investments.

CALL RISK -- The risk that an issuer may exercise its right to redeem a fixed income security earlier than expected (a call). If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features.

CONVERTIBLE SECURITIES RISK -- 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 underlying common stock (or cash or securities of equivalent value). An issuer of a convertible security may fail to pay interest or dividends and principal in a timely manner. Negative perceptions of the issuer's ability to make such payments will cause the price of that security to decline. Companies that issue convertible securities are often small to mid-size, and they often have low credit ratings, including below investment grade ratings. In addition, the credit rating of a company's convertible securities is generally lower than that of its nonconvertible debt securities. Convertibles are normally considered "junior" securities--that is, the company usually must pay interest on its nonconvertible debt before it can make payments on its convertible securities. If an issuer stops making interest or principal payments, these securities may become worthless and the Fund could lose its entire investment.

INTEREST RATE RISK -- The risk that the value of fixed income securities will fall due to rising interest rates.

NON-DIVERSIFICATION RISK -- A Fund that is non-diversified may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers and may experience increased volatility due to its investments in those securities.

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.

PERFORMANCE INFORMATION

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

Logan Circle Partners L.P.

PORTFOLIO MANAGER

Timothy L. Rabe, CFA, Portfolio Manager and Head of High Yield, has managed the Fund since its inception in 2014.

LOGAN CIRCLE PARTNERS MULTI-SECTOR FIXED INCOME FUND

INVESTMENT OBJECTIVE

The investment objective of the Logan Circle Partners Multi-Sector Fixed Income Fund (the "MultiSector Fund" or the "Fund") is to seek to generate a high total return through a combination of capital appreciation and income.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold I Class Shares or R Class Shares of the Fund.

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

                                                     I CLASS SHARES       R CLASS SHARES
------------------------------------------------------------------------------------------
Management Fees                                            0.55%                0.55%
------------------------------------------------------------------------------------------
Other Expenses
------------------------------------------------------------------------------------------
    Shareholder Servicing Fees                             None                 0.25%
------------------------------------------------------------------------------------------
    Other Operating Expenses(1)                            1.80%                1.80%
                                                           -----                -----
------------------------------------------------------------------------------------------
Total Other Expenses                                       1.80%                2.05%
------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(2)                    2.35%                2.60%
------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                        (1.65)%              (1.65)%
Reimbursements                                             -----                -----
------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses after Fee             0.70%                0.95%
Reductions and/or Expense Reimbursements(2)
------------------------------------------------------------------------------------------

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

(2) Logan Circle Partners L.P. (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 0.70% of the Fund's I Class Shares' average daily net assets and 0.95% of the Fund's R Class Shares' average daily net assets until February 28, 2016. In addition, if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below 0.70% for the I Class Shares and 0.95% for the R Class Shares, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and 0.70% for the I Class Shares and 0.95% for the R Class Shares 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 28, 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
--------------------------------------------------------------------------------
                   I Class Shares       $72              $573
--------------------------------------------------------------------------------
                   R Class Shares       $97              $649
--------------------------------------------------------------------------------

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets, plus any borrowings for investments purposes, in a diversified portfolio of fixed income securities. The Fund will invest primarily in U.S. and non-U.S. corporate, government, mortgage-backed and asset-backed fixed income securities. The Fund may invest in securities of any credit quality, including high yield fixed income securities (commonly referred to as "junk" bonds). Logan Circle Partners L.P. (the "Adviser"), the Fund's investment adviser, considers investment grade fixed income securities to be those rated as BBB or Baa or above by Moody's Investors Services Inc. ("Moody's"), Standard & Poor's Rating Services ("S&P"), or Fitch, Inc. ("Fitch") The Adviser considers high yield debt securities to be those rated below BBB or Baa by Moody's, S&P or Fitch, or if unrated, determined to be of comparable quality by the Adviser. The Fund may also invest in convertible bonds, bank loans and privately issued securities (e.g., Rule 144A securities).

The Fund may invest in interest rate futures, forward-currency contracts, and swaps. Interest rate futures may be used to assist in the risk management and liquidity of the Fund. Currency forwards may be used to gain a currency position. Credit default swaps and total return swaps may be used to gain exposure that is not available in the cash bond market. Swaps may also be used in cross currency hedges, which involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes or to establish an active exposure to the exchange rate between any two currencies.

The Adviser will strategically allocate and diversify investments among U.S. investment grade corporate securities, U.S. asset- and mortgage-backed securities, global high yield, international and emerging market fixed income securities asset classes, in weightings to be determined by the Adviser. The Adviser will attempt to efficiently allocate capital in an unconstrained manner in an effort to maximize total return, while minimizing volatility and potential downside risk. The Adviser's asset allocation process seeks to generate the optimal allocation among asset classes in the fixed income universe utilizing both qualitative and quantitative approaches. Within each individual asset class, the specific portfolio manager

employs a "bottom-up" approach to constructing the Fund's portfolio, leveraging its in-house credit research capabilities to determine the relative value of each fixed income security purchased by the Fund.

Due to its investment strategy, the Fund may buy and sell securities frequently.

PRINCIPAL RISKS

DERIVATIVES RISK ---- The Fund's use of futures contracts, forward contracts and swaps is subject to market risk, leverage risk, correlation risk and liquidity risk. Market risk and liquidity risk are described below. Leverage risk is the risk that the use of leverage may amplify the effects of market volatility on the Fund's share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund's use of forward contracts and swaps is also subject to credit risk and valuation risk. Credit risk is described above. Valuation risk is the risk that the derivative may be difficult to value and/or valued incorrectly. Each of these risks could cause the Fund to lose more than the principal amount invested in a derivative instrument.

EXTENSION RISK -- The risk that rising interest rates may extend the duration of a fixed income security, typically reducing the security's value.

HEDGING RISK -- The Fund may use derivative instruments for hedging purposes. Hedging through the use of these instruments does not eliminate fluctuations in the underlying prices of the securities that the Fund owns or intends to purchase or sell. While entering into these instruments tends to reduce the risk of loss due to a decline in the value of the hedged asset, such instruments also limit any potential gain that may result from the increase in value of the asset. There can be no assurance that any hedging strategy will be effective or that there will be a hedge in place at any given time.

INTEREST RATE RISK -- The risk that the value of fixed income securities will fall due to rising interest rates.

LIQUIDITY RISK -- Liquidity risk is the risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Fund management or performance.

SOVEREIGN DEBT RISK -- Sovereign debt instruments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity's debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies.

PERFORMANCE INFORMATION

INVESTMENT ADVISER

Logan Circle Partners L.P.

PORTFOLIO MANAGERS

A. Todd Howard, CFA, Portfolio Manager, has managed the Fund since its inception in 2014 and is responsible for the asset allocation of the Fund's portfolio among the fixed income asset classes.

Andrew J. Kronschnabel, CFA, Portfolio Manager and Head of Investment Grade Credit, has managed the Fund since its inception in 2014.

Alfio Leone IV, CFA, Portfolio Manager and Head of Structured Products, has managed the Fund since its inception in 2014.

Scott J. Moses, CFA, Portfolio Manager and Head of Emerging Markets, has managed the Fund since its inception in 2014.

Timothy L. Rabe, CFA, Portfolio Manager and Head of High Yield, has managed the Fund since its inception in 2014.

LOGAN CIRCLE PARTNERS SELECT GROWTH EQUITY FUND

INVESTMENT OBJECTIVE

The investment objective of the Logan Circle Partners Select Growth Equity Fund (the "Select Growth Equity Fund" or the "Fund") is to seek to generate a high total return through a combination of long-term capital appreciation and income.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold I Class Shares or R Class Shares of the Fund.

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

                                                     I CLASS SHARES       R CLASS SHARES
------------------------------------------------------------------------------------------
Management Fees                                            0.65%                0.65%
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Other Expenses
------------------------------------------------------------------------------------------
    Shareholder Servicing Fees                             None                 0.25%
------------------------------------------------------------------------------------------
    Other Operating Expenses(1)                            1.37%                1.37%
                                                           -----                -----
------------------------------------------------------------------------------------------
Total Other Expenses                                       1.37%                1.62%
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Total Annual Fund Operating Expenses(2)                    2.02%                2.27%
------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                        (1.27)%              (1.27)%
Reimbursements                                             -----                -----
------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses after Fee             0.75%                1.00%
Reductions and/or Expense Reimbursements(2)
------------------------------------------------------------------------------------------

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

(2) Logan Circle Partners L.P. (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 0.75% of the Fund's I Class Shares' average daily net assets and 1.00% of the Fund's R Class Shares' average daily net assets until February 28, 2016. In addition, if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below 0.75% for the I Class Shares and 1.00% for the R Class Shares, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and 0.75% for the I Class Shares and 1.00% for the R Class Shares 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 28, 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
--------------------------------------------------------------------------------
                   I Class Shares            $77         $509
--------------------------------------------------------------------------------
                   R Class Shares           $102         $586
--------------------------------------------------------------------------------

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities. For purposes of the Fund's 80% policy, equity securities include common stocks, preferred stocks, real estate investment trusts ("REITs"), warrants and convertible bonds. The Fund invests primarily in the securities of large and mega capitalization growth companies. Logan Circle Partners L.P. (the "Adviser"), the Fund's investment adviser, considers large capitalization companies to be companies with a market capitalization in excess of $10 billion and considers mega capitalization companies to be companies with a market capitalization in excess of $100 billion. The Fund may invest up to 25% of its total assets in the securities of non-U.S. issuers, including securities of issuers in countries with emerging markets or economies, directly or indirectly through American Depositary Receipts ("ADRs").

The Adviser looks to build portfolios based on the conviction of each individual security, which is derived from the Adviser's fundamental research. By taking a long-term focus, the Adviser aims to take advantage of opportunities created by the market's short-term emphasis. The Fund may seek to capitalize on negative short-term market moves by adding to the Fund's positions in which the Adviser has a strong long-term conviction.

Under normal circumstances, the Fund will hold the securities of approximately 30 companies that are considered by the Adviser to be positioned for long-term growth. The Fund is "non-diversified," which means that it may invest its assets in a smaller number of issuers than a diversified fund. The Fund may also hold cash or invest in money market instruments when, in the opinion of the Adviser, such holdings are advisable given then prevailing market conditions.

PRINCIPAL RISKS

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.

difficult to value than securities of U.S. issuers. While ADRs provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.

GROWTH INVESTMENT STYLE RISK -- The Fund invests in equity securities of companies that the Adviser believes will increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If a growth company does not meet these expectations, the price of its stock may decline significantly, even if it has increased earnings. Many growth companies do not pay dividends. Companies that pay dividends often have lower stock price declines during market downturns. 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.

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.

PERFORMANCE INFORMATION

INVESTMENT ADVISER

Logan Circle Partners L.P.

PORTFOLIO MANAGERS

David G. Shell, CFA, Lead Portfolio Manager and Chief Investment Officer of Growth Equity, has managed the Fund since its inception in 2014.

Scott G. Kolar, CFA, Portfolio Manager, has managed the Fund since its inception in 2014.

Joseph B. Hudepohl, CFA, Portfolio Manager, has managed the Fund since its inception in 2014.

Warren E. Fisher, CFA, 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 I Class Shares of the Core Plus Fund, High Yield Fund or Multi-Sector Fund for the first time, you must invest at least $5 million. To purchase R Class Shares of these Funds for the first time, you must invest at least $500,000.

To purchase I Class Shares of the Select Growth Equity Fund for the first time, you must invest at least $1 million. To purchase R Class Shares of the Select Growth Equity Fund for the first time, you must invest at least $100,000.

Each Fund may accept investments of smaller amounts in its sole discretion. There is no minimum for subsequent investments.

If you own your shares directly, you may redeem your shares on any day that the New York Stock Exchange is open for business by contacting the Fund directly by mail at Logan Circle Partners Funds, P.O. Box 219009, Kansas City, MO 64121-9009 (Express Mail Address: Logan Circle Partners Funds, c/o DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105) or telephone at
[(___)-(___)-(____)].

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 THE FUNDS' INVESTMENT OBJECTIVES AND STRATEGIES

The investment objective of each Fund is to seek to generate a high total return through a combination of capital appreciation and income. The investment objective for each Fund may be changed without shareholder approval, upon 60 days' prior written notice to shareholders. The 80% policy for the High Yield Fund, Multi-Sector Fund and Growth Equity Fund may also be changed without shareholder approval, upon 60 days' prior written notice to shareholders.

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.

CORE PLUS FUND, HIGH YIELD FUND, MULTI-SECTOR FUND

The Adviser employs a "bottom-up" approach to constructing each Fund's portfolio, leveraging its in-house credit research capabilities to determine the relative value of each fixed income security purchased by the Fund.

"Fixed Income Securities," as used generally in this prospectus, includes:

o securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;

o corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;

o debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

o obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises;

o obligations of international agencies or supranational entities;

o mortgage-backed and other asset-backed securities;

o inflation-indexed bonds issued both by governments and corporations;

o structured notes, including hybrid or "indexed" securities and event-linked bonds;

o bank capital and trust preferred securities; and

o loan participations and assignments.

In deciding which securities to buy and sell for the Fund, the Adviser employs the following investment process:

o IDEA GENERATION: The Adviser's selection discipline for identifying securities begins with its idea generation process. Ideas are generated generally through company specific research, industry analysis, overall credit trends, as well as perspectives on sector relative value, market risk factors and overall investment outlook.

o PROPRIETARY RESEARCH: The Adviser then conducts quantitative, fundamental and qualitative analysis on ideas determined to be risk appropriate and investable. In conducting its proprietary research, the Adviser generally focuses on financial statement analysis, management review, industry trends, capital structure and covenant analysis.

o PORTFOLIO CONSTRUCTION AND SECURITY SELECTION: The portfolio construction process emphasizes the belief that the Adviser can best generate excess return through security selection. Duration management, yield curve positioning and maturity structure are not emphasized. The process is largely qualitative in nature, emphasizing fundamental research and valuation. Quantitative tools may be used to support the analysis of securities under different scenarios and to evaluate total portfolio risks.

o SELL DISCIPLINE: Securities may become candidates for sale when (1) the Adviser's research team identifies a negative change in fundamentals; (2) there is a change in the competitive landscape; or (3) when opportunities arise to purchase other securities with better relative value.

GROWTH EQUITY FUND

In deciding which securities to buy and sell for the Fund, the Adviser employs the following investment process:

o BUSINESS BUYERS: The Adviser applies proprietary, fundamental research and analysis to industries and companies with the view of investing in an issuer's business rather than being a short-term investor. The Adviser focuses on what it believes are strong, durable businesses with identifiable competitive and structural advantages.

o SUPERIOR GROWTH BUSINESSES: The Adviser seeks to invest in businesses with what it believes are superior prospects for long-term growth. The Adviser analyzes not only the fundamentals of a business but also the quality of its management.

o DISCIPLINED VALUATION: The Adviser employs a multi-faceted valuation approach to evaluate whether expected investment returns are aligned with, or greater than, the growth of the business.

o SELL DISCIPLINE: Securities may become candidates for sale when: (1) business outlook deteriorates; (2) the price of a security exceeds the intrinsic value of the business; (3) portfolio weight is inconsistent with the Adviser's level of conviction in the risk/reward profile; (4) strategic decisions are made by management that will not maximize shareholder value; or (5) a new idea provides a higher degree of conviction or a more favorable risk/reward profile. A negative move in the stock price does not necessarily mean that a security becomes a sell candidate.

ALL FUNDS

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. 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 or current income.

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 assets 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.

ASSET-BACKED SECURITIES RISK (CORE PLUS FUND AND MULTI-SECTOR FUND) -- Asset-backed securities are securities backed by non-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables. Asset-backed securities may be issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets. Asset-backed securities may also be collateralized bond obligations ("CBOs"), collateralized loan obligations ("CLOs"), other collateralized debt obligations ("CDOs") and other similarly structured securities. A CBO is a trust which is backed by a diversified pool of high-risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties.

Repayment depends largely on the cash flows generated by the assets backing the securities. Asset-backed securities entail prepayment risk, which may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities, which is discussed below. Asset-backed securities present credit risks that are not presented by mortgage-backed securities. This is because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable in quality to mortgage assets. If the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, a Fund will be unable to possess and sell the underlying collateral and that a Fund's recoveries on repossessed collateral may not be available to support payments on the security. In the event of a default, a Fund may suffer a loss if it cannot sell collateral quickly and receive the amount it is owed.

CALL RISK (CORE PLUS FUND, HIGH YIELD FUND AND MULTI-SECTOR FUND) -- The risk that an issuer may exercise its right to redeem a fixed income security earlier than expected (a call). If an issuer calls a security that a Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features. Fixed income securities may be called due to falling interest rates or non-economical circumstances.

CONVERTIBLE SECURITIES RISK (HIGH YIELD FUND, MULTI-SECTOR FUND AND SELECT GROWTH EQUITY FUND) -- Convertible securities are bonds, debentures, notes or preferred stock that may be converted into or exercised for a prescribed amount of common stock at a specified time and price. Convertible securities provide an opportunity for equity participation, with the potential for a higher dividend or interest yield and lower price volatility compared to common stock. Convertible securities typically pay a lower interest rate than nonconvertible bonds of the same quality and maturity because of the conversion feature. The value of a convertible security is influenced by changes in interest rates, with investment value typically declining as interest rates increase and increasing as interest rates decline, and the credit standing of the issuer. The price of a convertible security will also normally vary in some proportion to changes in the price of the underlying common stock because of the conversion or exercise feature. Convertible securities may also be rated below investment grade (junk bonds) or are not rated and are subject to credit risk, which is discussed below.

CREDIT RISK (CORE PLUS FUND, HIGH YIELD FUND AND MULTI-SECTOR FUND) -- Credit risk involves the risk that an issuer or guarantor of a fixed-income security, or the counterparty to an over-the-counter transaction, may be unable or unwilling to make timely payments of interest or principal or to otherwise honor its obligations. A Fund may be subject to credit risk to the extent that it invests in fixed-income securities or is a party to over-the-counter transactions. A fund that invests in lower-rated fixed-income securities ("junk bonds") is subject to greater credit risk (because such securities are subject to a greater

risk of default) and market risk than a fund that invests in higher-quality fixed-income securities. Lower rated fixed-income securities are considered predominantly speculative with respect to the ability of the issuer to make timely principal and interest payments. A fund that invests in fixed-income securities issued in connection with corporate restructurings by highly-leveraged issuers or in fixed-income securities that are not current in the payment of interest or principal (i.e., in default) will be subject to greater credit risk. A fund that invests in non-U.S. securities is subject to increased credit risk, for example, because of the difficulties of requiring non-U.S. entities to honor their contractual commitments and because financial reporting and other standards are often less robust in foreign countries.

CURRENCY RISK (ALL FUNDS) -- Because non-U.S. securities are usually denominated in currencies other than the dollar, the value of a Fund's portfolio may be influenced by currency exchange rates and exchange control regulations. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by a Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

DERIVATIVES RISK (CORE PLUS FUND AND MULTI-SECTOR FUND) -- A Fund's use of futures, forwards, and swaps is subject to derivatives risk. Derivatives are often more volatile than other investments and may magnify the Fund's gains or losses. There are various factors that affect a Fund's ability to achieve its objective with derivatives. Successful use of a derivative depends upon the degree to which prices of the underlying assets correlate with price movements in the derivatives the Fund buys or sells. The Fund could be negatively affected if the change in market value of its securities fails to correlate perfectly with the values of the derivatives it purchased or sold. The lack of a liquid secondary market for a derivative may prevent the Fund from closing its derivative positions and could adversely impact its ability to achieve its objective and to realize profits or limit losses. Since derivatives may be purchased for a fraction of their value, a relatively small price movement in a derivative may result in an immediate and substantial loss or gain to the Fund. Derivatives are often more volatile than other investments and the Fund may lose more in a derivative than it originally invested in it. There can be no assurance that the Adviser's use of derivatives will be successful in achieving its intended goals.

Additionally, derivative instruments are subject to counterparty risk, meaning that the party that issues the derivative may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

FUTURES CONTRACTS. Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security or asset at a specified future time and at a specified price. The risks of futures include: (i) leverage risk; (ii) correlation risk and
(iii) liquidity risk. Because futures require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Accordingly, the fluctuation of the value of futures in relation to the underlying assets upon which they are based is magnified. Thus, a Fund may experience losses that exceed losses experienced by funds that do not use futures contracts. There may be imperfect correlation, or even no correlation, between price movements of a futures contract and price movements of investments for which futures are used as a substitute, or which futures are intended to hedge.

Lack of correlation (or tracking) may be due to factors unrelated to the value of the investments being substituted or hedged, such as speculative or other pressures on the markets in which these instruments are traded. Consequently, the effectiveness of futures as a security substitute or as a hedging vehicle will depend, in part, on the degree of correlation between price movements in the futures and price movements in underlying securities or assets. While futures contracts are

generally liquid instruments, under certain market conditions they may become illiquid. Futures exchanges may impose daily or intra-day price change limits and/or limit the volume of trading.

Additionally, government regulation may further reduce liquidity through similar trading restrictions. As a result, a Fund may be unable to close out its futures contracts at a time that is advantageous. The successful use of futures depends upon a variety of factors, particularly the ability of the Adviser to predict movements of the underlying securities markets, which requires different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular futures strategy adopted will succeed.

FORWARD CONTRACTS. A forward contract involves a negotiated obligation to purchase or sell a specific security or currency at a future date (with or without delivery required), which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward contracts are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular security or currency for a Fund's account. Risks associated with forwards may include: (i) an imperfect correlation between the movement in prices of forward contracts and the securities or currencies underlying them; (ii) an illiquid market for forwards; (iii) difficulty in obtaining an accurate value for the forwards; and (iv) the risk that the counterparty to the forward contract will default or otherwise fail to honor its obligation. Because forwards require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage.

SWAP AGREEMENTS. In a swap transaction, two parties agree to exchange the returns, differentials in rates of return or some other amount earned or realized on the "notional amount" of predetermined investments or instruments, which may be adjusted for an interest factor. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged and are subject to counterparty risk, credit risk and valuation risk. Swaps may also be considered illiquid. It may not be possible for a Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses.

EQUITY RISK (SELECT GROWTH EQUITY FUND) -- 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.

FIXED INCOME RISK (CORE PLUS FUND, HIGH YIELD FUND AND MULTI-SECTOR FUND) -- The market values of fixed income investments change in response to interest rate changes and other factors. During periods of rising interest rates, the values of outstanding fixed income securities generally decrease. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market value fluctuations as a result of changes in interest rates. During periods of falling interest rates, certain debt obligations with high interest rates may be prepaid (or "called") by the issuer prior to maturity. Declines in dealer market-making capacity as a result of structural or regulatory changes could decrease liquidity and/or increase volatility in the fixed income markets. In response to these events, the Funds' values may fluctuate and/or the Funds may experience increased redemptions from shareholders, which may impact the Funds' liquidity or force the Funds to sell securities into a declining or illiquid market. In addition to these risks, fixed income securities may be subject to credit risk, which is the possibility that an issuer will be unable or unwilling to make timely payments of either principal or interest.

FOREIGN/EMERGING MARKET SECURITY RISK (ALL FUNDS) -- 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 United States. 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 United States 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. These risks may be heightened with respect to emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries.

A number of countries in Europe have experienced and continue to experience severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity. These difficulties may continue, worsen or spread within and without Europe and could negatively affect the value and liquidity of the Funds' investments.

GROWTH INVESTING RISK (SELECT GROWTH EQUITY FUND) -- The Fund may invest in securities of companies that the Adviser believes have superior prospects for robust and sustainable growth of revenues and earnings. An investment in growth stocks may be susceptible to rapid price swings, especially during periods of economic uncertainty. Growth stocks typically have little or no dividend income to cushion the effect of adverse market conditions. In addition, growth stocks may be particularly volatile in the event of earnings disappointments or other financial difficulties experienced by the issuer. In addition, these may be companies with new, limited or cyclical product lines, markets or financial

resources, and the management of such companies may be dependent upon one or a few key people. The stocks of such companies can therefore be subject to more abrupt or erratic market movements than stocks of larger, more established companies or the stock market in general.

HIGH YIELD BOND RISK (CORE PLUS FUND, HIGH YIELD FUND AND MULTI-SECTOR FUND) -- High yield, or "junk," bonds are highly speculative securities that are usually issued by smaller, less creditworthy and/or highly leveraged (indebted) companies. Compared with investment-grade bonds, high yield bonds are considered to carry a greater degree of risk and are considered to be less likely to make payments of interest and principal. In particular, lower-quality high yield bonds are subject to a greater degree of credit risk than higher-quality high yield bonds and may be near default. Market developments and the financial and business conditions of the corporation issuing these securities generally influence their price and liquidity more than changes in interest rates, when compared to investment-grade debt securities. High yield bonds also may be less liquid than higher quality investments.

INTEREST RATE RISK (CORE PLUS FUND, HIGH YIELD FUND AND MULTI-SECTOR FUND) -- As with most funds that invest in fixed income securities, changes in interest rates are a factor that could affect the value of your investment. Rising interest rates tend to cause the prices of fixed income securities (especially those with longer maturities) and a Fund's share price to fall.

The concept of duration is useful in assessing the sensitivity of a fixed income fund to interest rate movements, which are usually the main source of risk for most fixed-income funds. Duration measures price volatility by estimating the change in price of a debt security for a 1% change in its yield. For example, a duration of five years means the price of a debt security will change about 5% for every 1% change in its yield. Thus, the longer the duration, the more volatile the security.

Fixed income securities have a stated maturity date when the issuer must repay the principal amount of the bond. Some fixed income securities, known as callable bonds, may repay the principal earlier than the stated maturity date. Fixed income securities are most likely to be called when interest rates are falling because the issuer can refinance at a lower rate.

MARKET RISK (ALL FUNDS) -- The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the market as a whole. From time to time, certain investments held by the Funds may have limited marketability and may be difficult to value and sell at favorable times or prices.

MORTGAGE-BACKED SECURITIES RISK (CORE PLUS FUND AND MULTI-SECTOR FUND) -- Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. Mortgage-backed securities include mortgage pass-through securities, collateralized mortgage obligations ("CMOs"), commercial mortgage-backed securities, mortgage dollar rolls, stripped mortgage-backed securities and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property. Mortgage-backed securities are sensitive to changes in interest rates, but may respond to these changes differently from other fixed income securities due to the possibility of prepayment of the underlying mortgage loans. As a result, it may not be possible to determine in advance the actual maturity date or average life of a mortgage-backed security. Rising interest rates tend to discourage refinancing, with the result that the average life and volatility of the security will increase, exacerbating its decrease in market price. When interest rates fall, however, mortgage-backed securities may not gain as much in market value because of the expectation of additional mortgage prepayments, which must be reinvested at lower interest rates. Prepayment risk may make it difficult to calculate the average maturity of a Fund's mortgage-backed securities and, therefore, to assess the volatility risk of a Fund.

The privately issued mortgage-backed securities in which a Fund invests may not be issued or guaranteed by the U.S. Government or its agencies or instrumentalities and may bear a greater risk of nonpayment than securities that are backed by the U.S. Government. However, with respect to these mortgage-backed securities, the timely payment of principal and interest normally is supported, at least partially, by various credit enhancements by banks and other financial institutions. There can be no assurance, however, that such credit enhancements will support full payment of the principal and interest on such obligations. In addition, changes in the credit quality of the entity that provides credit enhancement could cause losses to a Fund and affect its share price.

PORTFOLIO TURNOVER RISK (CORE PLUS FUND, HIGH YIELD FUND AND MULTI-SECTOR FUND) -- High rates of portfolio turnover may result in the realization of short-term capital gains and the Funds, therefore, may not be a tax-efficient investment. When distributed to shareholders, such gains will be taxable at ordinary income tax rates and the payment of taxes on these gains could adversely affect your after-tax return on your investment in a Fund. A Fund's portfolio turnover rate may be 100% or more.

REIT RISK (SELECT GROWTH EQUITY FUND) -- 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 the Fund. Accordingly, 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. REIT operating expenses are not reflected in the fee table and example in this prospectus.

SECURITIES SELECTION RISK (ALL FUNDS) -- Securities selected by the Adviser may not perform to expectations. This could result in a Fund's underperformance compared to other funds with similar investment objectives.

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. Within [____] days of the end of each [____], the Fund will post its [____] holdings on the internet at http://www.[____].com. The Adviser may exclude any portion of the portfolio holdings from publication when deemed in the best interest of the Funds. Beginning on the day after any portfolio holdings information is posted on the Funds' website, such information will be delivered directly to any person that requests it, through electronic or other means. The portfolio holdings information placed on the Funds' website generally will remain there until replaced by new postings as described above.

INVESTMENT ADVISER

Logan Circle Partners L.P. (the "Adviser"), a Pennsylvania limited partnership founded in 2007, serves as the investment adviser to the Funds. The Adviser's principal place of business is located at 1717 Arch Street, Suite 1500, Philadelphia, PA 19103. The Adviser is a wholly owned subsidiary of Fortress Investment Group LLC, a publicly traded company founded in 1998.As of [____], the Adviser had approximately $[____] 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
--------------------------------------------------------------------------------
Logan Circle Partners Core Plus Fund                      0.40%
--------------------------------------------------------------------------------
Logan Circle Partners High Yield Fund                     0.55%
--------------------------------------------------------------------------------
Logan Circle Partners Multi-Sector Fixed                  0.55%
Income Fund
--------------------------------------------------------------------------------
Logan Circle Partners Select Growth Equity                0.65%
Fund
--------------------------------------------------------------------------------

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 set forth below until February 28, 2016. 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 28, 2016.

--------------------------------------------------------------------------------
                                             CONTRACTUAL
                                               EXPENSE             CONTRACTUAL
                                              LIMITATION      EXPENSE LIMITATION
                FUND                       (I CLASS SHARES)     (R CLASS SHARES)
--------------------------------------------------------------------------------
Logan Circle Partners Core Plus Fund             0.45%               0.70%
--------------------------------------------------------------------------------
Logan Circle Partners High Yield Fund            0.70%               0.95%
--------------------------------------------------------------------------------
Logan Circle Partners Multi-Sector Fixed
Income Fund                                      0.70%               0.95%
--------------------------------------------------------------------------------
Logan Circle Partners Select Growth Equity
Fund                                             0.75%               1.00%
--------------------------------------------------------------------------------

If at any point total annual Fund operating expenses (not including excluded expenses) are below the levels for a Fund as set forth above, the Adviser may receive from the Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the levels 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 Fund's investment advisory agreement will be available in the Fund's first Annual or Semi-Annual Report to Shareholders.

PORTFOLIO MANAGERS

The Funds are each managed by a team of investment professionals that are jointly and primarily responsible for the day-to-day management of the Funds.

Andrew J. Kronschnabel, CFA, Portfolio Manager and Head of Investment Grade Credit, has been with the Adviser since its inception in November 2007. Mr. Kronschnabel serves as a co-portfolio manager for the Core Plus Fund and the Multi-Sector Fund. He has been in his current role with the Adviser since May 2009, prior to which he served as head of investment grade trading. Prior to joining the Adviser, Mr. Kronschnabel was a member of the portfolio management team at Delaware Investments where he was responsible for core-based and high grade products from 2000 to 2007. Mr. Kronschnabel received a Bachelor of Science degree in international economics and politics from Colorado College.

Alfio Leone IV, CFA, Portfolio Manager and Head of Structured Products, has been with the Adviser since its inception in November 2007. Mr. Leone serves as a co-portfolio manager for the Core Plus Fund and the Multi-Sector Fund. He has been in his current role with the Adviser since April 2010, prior to which he served as a structured products trader. Prior to joining the Adviser, Mr. Leone worked as a structured products trader at Delaware Investments and as a residential ratings analyst at Fitch Ratings. Mr. Leone received a Bachelor of Science degree in accounting and a Masters of Business Administration with a concentration in finance from Villanova University.

Scott J. Moses, CFA, Portfolio Manager and Head of Emerging Markets, has been with the Adviser since its inception in November 2007. Mr. Moses serves a co-portfolio manager for the Core Plus Fund and the Multi-Sector Fund. Prior to joining the Adviser, he was head of the emerging markets fixed income team at Delaware Investments, responsible for the implementation of both credit and emerging market strategies in total return portfolios. He began his career at Delaware Investments as a research analyst. Mr. Moses received a Bachelor of Science degree in business administration from Washington and Lee University.

A. Todd Howard, CFA, Portfolio Manager, serves as a co-portfolio manager for the Multi-Sector Fund and is responsible for the asset allocation of the Multi-Sector Fund's portfolio among the fixed income asset classes. He is a member of the Adviser's international/emerging markets team and has been in this role since September 2010, prior to which he was a trader on the international/emerging markets team. From April 2009 to March 2010, Mr. Howard was Chief Investment Officer -- Fixed Income at Ballamore Capital Management. He also previously served as the trading specialist for Delaware Investments international bond group, where his responsibilities included non-dollar bonds and currencies. Mr. Howard received a Bachelor of Science degree in mechanical engineering from the United States Military Academy at West Point and an MBA from Auburn University.

Timothy L. Rabe, CFA, Portfolio Manager and Head of High Yield, has been with the Adviser since its inception in November 2007. Mr. Rabe is the portfolio manager for the High Yield Fund and serves as a co-portfolio manager for the Multi-Sector Fixed Income Fund. Prior to joining the Adviser, he was head of the high yield team at Delaware Investments, responsible for all high yield fixed income funds and strategies at the firm. Prior to joining Delaware Investments, he was a high yield portfolio manager for Conseco Capital Management for five years. Prior to that, he worked as a tax analyst for the Northern Trust Company. Mr. Rabe received a Bachelor of Science degree in finance from the University of Illinois.

David G. Shell, CFA, Lead Portfolio Manager and Chief Investment Officer of Growth Equity, joined the Adviser in April 2013. Mr. Shell serves as the lead portfolio manager for the Select Growth Equity Fund. Prior to joining the Adviser, Mr. Shell was a Partner and Co-Chief Investment Officer of the Growth Equities Team at Goldman Sachs Asset Management ("GSAM"), responsible for growth equity performance, portfolios and personnel. He also served as a senior portfolio manager at Liberty Investment Management prior to GSAM's acquisition of Liberty in January 1997 and joined Liberty's predecessor firm, Eagle Asset Management, in 1987. Mr. Shell received a Bachelor of Arts degree in finance from the University of South Florida in 1987.

Scott G. Kolar, CFA, Portfolio Manager, joined the Adviser in June 2013. Mr. Kolar serves as a co-portfolio manager for the Select Growth Equity Fund. Prior to joining the Adviser, Mr. Kolar was a senior portfolio manager at GSAM where his primary responsibility was for investment research in technology and software. He had previously been the team's information systems specialist, designing and implementing its technology infrastructure. Mr. Kolar was also Co-Head of Global Technology Research for GSAM and worked at Liberty Investment Management prior to GSAM's acquisition of Liberty in January 1997. Mr. Kolar received a Bachelor of Arts degree in government from Harvard University.

Joseph B. Hudepohl, CFA, Portfolio Manager, joined the Adviser in June 2013. Mr. Hudepohl serves as a co-portfolio manager for the Select Growth Equity Fund. Prior to joining the Adviser, Mr. Hudepohl was a portfolio manager in the Growth Team at Goldman Sachs Asset Management ("GSAM") from 1999 to 2013. Prior to joining GSAM, he was an analyst in the Investment Banking Division of Goldman Sachs where he worked in the High Technology Group. Mr. Hudepohl received a Bachelor of Arts degree in economics from Stanford University in 1997.

Warren Fisher, CFA, Portfolio Manager, joined the Adviser in 2013. Mr. Fisher serves as a co-portfolio manager for the Select Growth Equity Fund. Prior to joining the Adviser, Mr. Fisher was a Vice President and Portfolio Manager at GSAM on the Growth Equities team from 1998 to 2013. His research background is in financials, technology and services. Mr. Fisher received a Bachelor of Science degree in accounting from Lehigh University.

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 table gives the related performance of all the 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 a Fund. 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]).

Composite returns are presented gross and net of fees, include the reinvestment of all income and are calculated in U.S. dollars. Dividend income has been recorded net of all applicable foreign withholding taxes. Returns calculated gross of fees do not reflect the deduction of the Adviser's investment management fees. Returns are calculated net of withholding taxes on dividends, interest and capital gains. Net returns have been calculated by reducing the monthly gross returns by the highest stated annual management fee for the strategy.

The Accounts comprising the Composites are not subject to the same type of expenses to which the Funds are subject and 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 comprising the Composites were subject to the same fees and expenses or federal securities and tax laws as the Funds.

The investment results for the Composites presented below are not intended to predict or suggest the future returns of the Fund. 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 from that used below to calculate performance could result in different performance data.

PERFORMANCE INFORMATION FOR THE ADVISER'S CORE PLUS COMPOSITE(1)

THE FOLLOWING DATA REPRESENTS THE PERFORMANCE OF THE ADVISER AND NOT THE PERFORMANCE OF THE CORE PLUS FUND.

ANNUAL TOTAL RETURNS
(October 1, 2000 through June 30, 2014)

                                    TOTAL RETURN      BARCLAYS      NUMBER OF      TOTAL ASSETS AT
                    TOTAL RETURN      (GROSS OF      AGGREGATE       ACCOUNTS      END OF PERIOD
     YEAR           (NET OF FEES)        FEES)      BOND INDEX(2)                     (MILLIONS)
-----------------------------------------------------------------------------------------------------
  10/1/2000
(Inception) to           4.75%           4.84%           4.21%          at most 5         $418.1
 12/31/2000
-----------------------------------------------------------------------------------------------------
     2001                9.31%           9.69%           8.42%          at most 5         $541.8
-----------------------------------------------------------------------------------------------------
     2002                9.35%           9.73%          10.27%             8              $813.7
-----------------------------------------------------------------------------------------------------
     2003                9.41%           9.79%           4.11%             6              $941.6
-----------------------------------------------------------------------------------------------------
     2004                6.72%           7.09%           4.35%            12            $1,965.9
-----------------------------------------------------------------------------------------------------
     2005                2.79%           3.15%           2.43%            18            $3,399.7
-----------------------------------------------------------------------------------------------------
     2006                5.90%           6.31%           4.33%            26            $5,464.2
-----------------------------------------------------------------------------------------------------
     2007                3.62%           3.97%           6.97%            20            $5,954.4
-----------------------------------------------------------------------------------------------------
     2008              -14.05%         -13.78%           5.24%            13            $1,648.0
-----------------------------------------------------------------------------------------------------
     2009               26.36%          26.73%           5.93%             8            $2,567.5
-----------------------------------------------------------------------------------------------------
     2010                9.59%           9.92%           6.54%             6            $2,293.9
-----------------------------------------------------------------------------------------------------
     2011                7.32%           7.70%           7.84%          at most 5       $2,548.1
-----------------------------------------------------------------------------------------------------
     2012                8.72%           9.09%           4.21%             6            $2,208.0
-----------------------------------------------------------------------------------------------------
     2013               -0.21%           0.14%          -2.02%          at most 5       $2,298.9
-----------------------------------------------------------------------------------------------------
   1Q 2014               2.48%           2.57%           1.84%          at most 5       $2,069.6
-----------------------------------------------------------------------------------------------------
   2Q 2014               2.61%           2.70%           2.04%          at most 5       $2,100.6
-----------------------------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending June 30, 2014)

------------------------------------------------------------------------------------------------------------------------------------

                                   YEAR TO                                                                               SINCE
                  2Q 2014          DATE(3)       1 YEAR       3 YEARS       5 YEARS      7 YEARS       10 YEARS       INCEPTION(4)
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE            2.70%            5.34%        7.41%         5.96%         8.79%        6.24%          6.07%           6.95%
ANNUAL
TOTAL
RETURN
(GROSS OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE            2.61%            5.16%        7.03%         5.59%         8.42%        5.89%          5.71%           6.59%
ANNUAL
TOTAL
RETURN
(NET OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
BARCLAYS           2.04%            3.93%        4.37%         3.66%         4.85%        5.35%          4.93%           5.55%
AGGREGATE
BOND
INDEX(2)
------------------------------------------------------------------------------------------------------------------------------------

[BAR CHART OMITTED]

[PLOT POINTS AS FOLLOWS]

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         SINCE
                                                                                                                       INCEPTION
                  2Q 2014            YTD         1 YEAR       3 YEARS       5 YEARS      7 YEARS       10 YEARS       (10/1/2000)
------------------------------------------------------------------------------------------------------------------------------------
LCP CORE           2.70%            5.34%        7.41%         5.96%         8.79%        6.24%          6.07%           6.95%
PLUS FIXED
INCOME
(GROSS OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
LCP CORE           2.61%            5.16%        7.03%         5.59%         8.42%        5.89%          5.71%           6.59%
PLUS FIXED
INCOME
(NET OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
BARCLAYS           2.04%            3.93%        4.37%         3.66%         4.85%        5.35%          4.93%           5.55%
AGGREGATE
BOND
INDEX
------------------------------------------------------------------------------------------------------------------------------------

(1) The Core Plus Composite is defined to include all fee-paying Accounts which are managed on a discretionary basis according to the Composite's investment strategies, except as otherwise excluded as discussed below. The Core Plus Composite has investment objectives, policies and strategies substantially similar to those of the Core Plus Fund. Prior to November 1, 2007, the performance was achieved at another investment firm unaffiliated with the Adviser at which the accounts were managed by the same portfolio management team managing the Fund.

Effective November 1, 2007 the Core Plus Composite has a significant cash flow policy which is applied consistently and within GIPS[R] standards. The Adviser has chosen to remove Accounts that have a significant monthly external aggregate cash flow greater than 10%. Aggregate cash flow is defined as additions plus withdrawals over the monthly period. If the significant cash flow is client directed, requiring security liquidation that materially affects account management, the Adviser will remove the Account during the month of such security liquidations. The Account will be reinstated to the Composite once the portfolio manager has determined the flow has not impacted the management of the Account and the Account is invested as per the strategy.

The investment management fee schedule for the Core Plus Composite is 0.35% on the first $25 million, 0.30% on amounts from $25 million to $100 million and 0.25% on amounts over $100 million. Net returns have been calculated by reducing the monthly gross returns by the highest stated management fee of 0.35%.

(2) The Barclays Aggregate Bond Index is a broad based index that measures the investment grade, U.S. dollar denominated, fixed rate, taxable bond market. The index is unmanaged and does not reflect transaction costs or management fees and other expenses.

(3) Results are shown from January 1, 2014 to June 30, 2014.

(4) The inception date of the Adviser's Core Plus Composite was October 1, 2000.

PERFORMANCE INFORMATION FOR THE ADVISER'S HIGH YIELD COMPOSITE(1)

THE FOLLOWING DATA REPRESENTS THE PERFORMANCE OF THE ADVISER AND NOT THE PERFORMANCE OF THE HIGH YIELD FUND.

ANNUAL TOTAL RETURNS
(October 1, 2000 through June 30, 2014)

                                            BANK OF AMERICA
                                           MERRILL LYNCH U.S.
                                 TOTAL     HIGH YIELD MASTER                   TOTAL ASSETS
               TOTAL RETURN     RETURN       II CONSTRAINED       NUMBER        AT END OF
               (NET OF FEES)   (GROSS OF        INDEX(2)            OF            PERIOD
     YEAR                        FEES)                            ACCOUNTS      (MILLIONS)
-------------------------------------------------------------------------------------------
  10/1/2000
(Inception) to          -5.72%      -5.58%       -5.73%           at most 5       $97.2
 12/31/2000
-------------------------------------------------------------------------------------------
     2001               -3.16%      -2.68%        5.44%           at most 5       $96.0
-------------------------------------------------------------------------------------------
     2002                2.23%       2.75%       -1.00%           at most 5       $99.4
-------------------------------------------------------------------------------------------
     2003               29.81%      30.45%        28.92%          at most 5      $215.6
-------------------------------------------------------------------------------------------
     2004               14.65%      15.22%        10.92%          at most 5      $302.8
-------------------------------------------------------------------------------------------
     2005                3.80%       4.32%        1.69%           at most 5      $407.4
-------------------------------------------------------------------------------------------
     2006               12.88%      13.44%        11.61%          at most 5      $523.4
-------------------------------------------------------------------------------------------
     2007                2.54%       3.04%        2.28%           at most 5       $85.4
-------------------------------------------------------------------------------------------
     2008              -26.16%     -25.84%       -26.11%          at most 5       $24.8
-------------------------------------------------------------------------------------------
     2009               57.18%      57.80%        58.10%            7            $366.7
-------------------------------------------------------------------------------------------
     2010               15.24%      15.71%        15.07%            9            $883.0
-------------------------------------------------------------------------------------------
     2011                3.43%       3.95%        4.37%             7            $789.9
-------------------------------------------------------------------------------------------
     2012               15.64%      16.21%        15.55%           13          $1,759.5
-------------------------------------------------------------------------------------------
     2013                7.32%       7.86%        7.41%            11          $1,905.9
-------------------------------------------------------------------------------------------
   1Q 2014               3.02%       3.14%        2.99%            10          $1,809.1
-------------------------------------------------------------------------------------------
   2Q 2014               2.71%       2.83%        2.57%            11          $2,096.7
-------------------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending June 30, 2014)

------------------------------------------------------------------------------------------------------------------------------------

                                   YEAR TO                                                                               SINCE
                  2Q 2014          DATE(3)       1 YEAR       3 YEARS       5 YEARS      7 YEARS       10 YEARS       INCEPTION(4)
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE            2.83%            6.07%       12.17%         9.53%        14.08%        9.18%          9.77%           8.92%
ANNUAL
TOTAL
RETURN
(GROSS OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE            2.71%            5.80%       11.62%         8.98%        13.54%        8.68%          9.26%           8.40%
ANNUAL
TOTAL
RETURN
(NET OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
BANK OF            2.57%            5.64%       11.79%         9.25%        13.89%        9.00%          8.91%           8.36%
AMERICA
MERRILL
LYNCH U.S.
HIGH YIELD
MASTER II
CONSTRAINED
INDEX(2)
------------------------------------------------------------------------------------------------------------------------------------

[BAR CHART OMITTED]

[PLOT POINTS AS FOLLOWS]

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         SINCE
                                                                                                                       INCEPTION
                  2Q 2014            YTD         1 YEAR       3 YEARS       5 YEARS      7 YEARS       10 YEARS       (10/1/2000)
------------------------------------------------------------------------------------------------------------------------------------
LCP HIGH           2.83%            6.07%       12.17%         9.53%        14.08%        9.18%          9.77%           8.92%
YIELD
(GROSS OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
LCP HIGH           2.71%            5.80%       11.62%         8.98%        13.54%        8.68%          9.26%           8.40%
YIELD
(NET OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
BANK OF            2.57%            5.64%       11.79%         9.25%        13.89%        9.00%          8.91%           8.36%
AMERICA
MERRILL
LYNCH U.S.
HIGH YIELD
MASTER II
CONSTRAINED
INDEX
------------------------------------------------------------------------------------------------------------------------------------

(1) The High Yield Composite includes all fee-paying Accounts with assets in excess of $15 million, which are managed on a discretionary basis according to the Composite's investment strategies, except as discussed below. The High Yield Composite has investment objectives, policies and strategies substantially similar to those of the High Yield Fund. Prior to November 1, 2007, the performance was achieved at another investment firm unaffiliated with the Adviser at which the accounts were managed by the same portfolio management team managing the Fund.

Effective November 1, 2007 the High Yield Composite has a significant cash flow policy which is applied consistently and within GIPS[R] standards. The Adviser has chosen to remove accounts that have a significant daily external aggregate cash flow greater than 20% or monthly flow greater than 50%. If any Account meets these thresholds, then the Account is removed from the Composite. Aggregate cash flow is defined as additions plus withdrawals over the period. Accounts are removed in the month of the significant cash flow. If the significant cash flow is client directed requiring security liquidation that materially affects account management, the Adviser will remove the Account the month of security liquidations. The Account will be reinstated to the Composite once the portfolio manager has determined that the flow has not impacted the management of the Account and the Account is invested as per the strategy.

The investment management fee schedule for the High Yield Composite is 0.50% on the first $50 million, 0.45% on amounts from $50 million to $100 million and 0.40% on amounts over $100 million. Net returns have been calculated by reducing the monthly gross returns by the highest stated fee of 0.50%.

(2) The Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index is an unmanaged portfolio constructed to mirror the high yield debt market. Prior to November 1, 2007, the relevant benchmark was the Bear Stearns High Yield Index. Therefore, benchmark returns for 2007 are blended and presented for discussion purposes only.

(3) Results are shown from January 1, 2014 to June 30, 2014.

(4) The inception date of the Adviser's High Yield Composite was October 1, 2000.

PERFORMANCE INFORMATION FOR THE ADVISER'S MULTI-SECTOR FIXED INCOME COMPOSITE

THE FOLLOWING DATA REPRESENTS THE PERFORMANCE OF THE ADVISER AND NOT THE PERFORMANCE OF THE MULTI-SECTOR FIXED INCOME FUND.

ANNUAL TOTAL RETURNS
(October 1, 2006 through June 30, 2014)

                   TOTAL
               RETURN (NET                        BARCLAYS         NUMBER      TOTAL ASSETS AT
                 OF FEES)     TOTAL RETURN       AGGREGATE          OF         END OF PERIOD
     YEAR                    (GROSS OF FEES)    BOND INDEX(2)     ACCOUNTS       (MILLIONS)
--------------------------------------------------------------------------------------------------
  10/1/2006
(Inception) to         2.85%             2.91%           1.24%    at most 5        $248.2
 12/31/2006
--------------------------------------------------------------------------------------------------
     2007              5.54%             5.76%           6.97%    at most 5        $264.5
--------------------------------------------------------------------------------------------------
     2008            -10.71%           -10.40%           5.24%    at most 5        $236.8
--------------------------------------------------------------------------------------------------
     2009             27.14%            27.56%           5.93%    at most 5        $479.7
--------------------------------------------------------------------------------------------------
     2010             12.11%            12.48%           6.54%    at most 5        $439.9
--------------------------------------------------------------------------------------------------
     2011              6.63%             7.06%           7.84%    at most 5        $223.9
--------------------------------------------------------------------------------------------------
     2012             12.80%            13.21%           4.21%    at most 5        $258.6
--------------------------------------------------------------------------------------------------
     2013             -0.44%            -0.04%          -2.02%    at most 5        $259.7
--------------------------------------------------------------------------------------------------
   1Q 2014             2.81%             2.91%           1.84%    at most 5        $273.0
--------------------------------------------------------------------------------------------------
   2Q 2014             3.10%             3.21%           2.04%    at most 5        $286.8
--------------------------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending June 30, 2014)

------------------------------------------------------------------------------------------------------------------------------------

                                   YEAR TO                                                                 SINCE
                  2Q 2014          DATE(3)       1 YEAR       3 YEARS       5 YEARS      7 YEARS        INCEPTION(4)
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE            3.21%            6.21%        8.76%         7.02%        10.35%        7.96%            7.88%
ANNUAL
TOTAL
RETURN
(GROSS OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE           3.10%             6.00%        8.33%         6.62%         9.94%        7.56%            7.50%
ANNUAL
TOTAL
RETURN
(NET OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
BARCLAYS           2.04%            3.93%        4.37%         3.66%         4.85%        5.35%            5.11%
AGGREGATE BOND
INDEX(2)
------------------------------------------------------------------------------------------------------------------------------------

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[PLOT POINTS AS FOLLOWS]

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                                                                                                           SINCE
                                                                                                         INCEPTION
                  2Q 2014           YTD         1 YEAR       3 YEARS       5 YEARS        7 YEARS        (10/1/2006)
------------------------------------------------------------------------------------------------------------------------------------
LCP                3.21%            6.21%        8.76%         7.02%        10.35%          7.96%            7.88%
MULTI-SECTOR
FIXED
INCOME
(GROSS OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
LCP                3.10%            6.00%        8.33%         6.62%         9.94%          7.56%            7.50%
MULTI-SECTOR
FIXED
INCOME
(NET OF
FEES)
------------------------------------------------------------------------------------------------------------------------------------
BARCLAYS           2.04%            3.93%        4.37%         3.66%         4.85%          5.35%            5.11%
AGGREGATE BOND
INDEX
------------------------------------------------------------------------------------------------------------------------------------

(1) The Multi-Sector Fixed Income Composite includes all fee-paying Accounts which are managed on a discretionary basis according to the Composite's investment strategies. The Multi-Sector Composite has investment objectives, policies and strategies substantially similar to those of the Multi-Sector Fund. Prior to November 1, 2007, the performance was achieved at another investment firm unaffiliated with the Adviser at which the accounts were managed by the same portfolio management team managing the Fund.

The investment management fee schedule for the Multi-Sector Fixed Income Composite is 0.40% on the first $25 million, 0.35% on amounts from $25 million to $100 million and 0.30% on amounts over $100 million. Net returns have been calculated by reducing the monthly gross returns by the highest stated fee of 0.40%.

(3) Results are shown from January 1, 2014 to June 30, 2014.

(4) The inception date of the Adviser's Multi-Sector Fixed Income Composite was October 1, 2006.

PERFORMANCE INFORMATION FOR THE ADVISER'S SELECT GROWTH EQUITY COMPOSITE(1)

THE FOLLOWING DATA REPRESENTS THE PERFORMANCE OF THE ADVISER AND NOT THE PERFORMANCE OF THE SELECT GROWTH EQUITY FUND.

ANNUAL TOTAL RETURNS
(July 1, 2013 through June 30, 2014)

     YEAR       TOTAL RETURN    TOTAL RETURN    RUSSELL 1000     NUMBER OF  TOTAL ASSETS
                (NET OF FEES)  (GROSS OF FEES) GROWTH INDEX(2)   ACCOUNTS    AT END OF
                                                                              PERIOD
------------------------------------------------------------------------------------------
7/1/2013           17.00%        17.43%           19.39%        at most 5      $5.9
(Inception) to
12/31/2013
------------------------------------------------------------------------------------------
1Q 2014            0.13%         0.31%            1.12%         at most 5      $5.9
------------------------------------------------------------------------------------------
2Q 2014            3.12%         3.31%            5.13%         at most 5      $6.1
------------------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending June 30, 2014)

                                     YEAR TO                        SINCE
                    2Q 2014          DATE(3)       1 YEAR         INCEPTION(4)
--------------------------------------------------------------------------------
AVERAGE ANNUAL      3.31%             3.63%        21.69%           21.69%
TOTAL RETURN
(GROSS OF FEES)
--------------------------------------------------------------------------------
AVERAGE ANNUAL      3.12%             3.24%        20.80%           20.80%
TOTAL RETURN
(NET OF FEES)
--------------------------------------------------------------------------------
RUSSELL 1000        5.13%             6.31%        26.92%           26.92%
GROWTH INDEX(2)
--------------------------------------------------------------------------------

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--------------------------------------------------------------------------------
                                                                    SINCE
                                                                  INCEPTION
                    2Q 2014           YTD         1 YEAR          (7/1/2013)
--------------------------------------------------------------------------------
LCP SELECT          3.31%             3.63%        21.69%           21.69%
GROWTH EQUITY
(GROSS OF FEES)
--------------------------------------------------------------------------------
LCP SELECT          3.12%             3.24%        20.80%           20.80%
GROWTH EQUITY
(NET OF FEES)
--------------------------------------------------------------------------------
RUSSELL 1000        5.13%             6.31%        26.92%           26.92%
GROWTH INDEX
--------------------------------------------------------------------------------

(1) The Select Growth Equity Composite includes all fee-paying Accounts which are managed on a discretionary basis according to the Composite's investment strategies. The Select Growth Equity Composite has investment objectives, policies and strategies substantially similar to those of the Select Growth Equity Fund.

The investment management fee schedule for the Select Growth Equity Composite is 0.75% on the first $50 million, 0.65% on amounts from $50 to $100 million and 0.50% on amounts over $100 million.

(2) The Russell 1000 Growth Index, which measures the performance of the large-cap growth segment of the U.S. equity universe and includes those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values.

(3) Results are shown from January 1, 2014 to June 30, 2014.

(4) The inception date of the Adviser's Select Growth Equity Composite was July 1, 2013.

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

------------------------------------------------------------------------------------------------------------------------------------
  SHARE
  CLASS          ELIGIBLE INVESTORS                        INVESTMENT MINIMUMS                         FEES
  NAME
------------------------------------------------------------------------------------------------------------------------------------
              Primarily pension and profit                                                      No
              sharing plans, employee benefit       Select Growth      Initial- $1 million      shareholder
I Class       trusts, endowments, foundations,      Equity Fund                                 servicing
              corporations and high net worth                          Subsequent- None         fee.
------------------------------------------------------------------------------------------------------------------------------------




                                        37

------------------------------------------------------------------------------------------------------------------------------------
             individuals. I Class shares may
             also be offered through certain         Core Plus Fund,
             financial firms that charge their       High Yield
             customers transaction or other          Fund, Multi-         Initial- $5 million
             fees with respect to their              Sector Fixed
             customers' investments in the                                Subsequent- None
             Funds.                                  Income Fund
------------------------------------------------------------------------------------------------------------------------------------
             Primarily individual IRAs
             (e.g., Roth IRAs, SEP IRAs,             Select Growth        Initial- $100,000
             SIMPLE IRAs, SAR-SEP IRAs),             Equity Fund
             401(k) plans, 457                                            Subsequent- None
             plans, employer sponsored 403(b)
             plans, profit sharing and money
             purchase pension plans, defined         Core Plus Fund,      Initial- $500,000
             benefit plans, non-qualified            High Yield
             deferred compensation plans, health     Fund, Multi-         Subsequent- None
             care benefit funding plans and other    Sector Fixed
             specified benefit plans and accounts    Income Fund
             whereby the plan or the plan's
             financial firm has an agreement with                                                      0.25%
R Class      the firm to utilize R Class Shares in                                                     shareholder
             certain investment products or programs                                                   servicing
             (collectively, "specified benefit                                                         fee.
             plans"). In addition, R Class
             Shares also are generally
             available only to specific benefit
             plans where R Class Shares are
             held on the books of the Funds
             through omnibus accounts.
------------------------------------------------------------------------------------------------------------------------------------

I Class Shares and R Class 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 Funds reserve the right to change the criteria for eligible investors and accept investments of smaller amounts in their sole discretion.

For information regarding the federal income tax consequences of transactions in shares of the Funds, 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 [(___)-(___)-(____)].

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

Logan Circle Partners Funds
c/o DST Systems, Inc.
P.O. Box 219009
Kansas City, MO 64121-9009

EXPRESS MAIL ADDRESS

Logan Circle Partners Funds
c/o DST Systems, Inc.
430 W 7(th) 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 [(___)-(___)-(____)] 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

[____]

BY SYSTEMATIC INVESTMENT PLAN (VIA ACH) (R CLASS SHARES ONLY)

If you have a checking or savings account with a bank and have opened a direct account with the Funds satisfying the applicable investment minimum, you may purchase Class R Shares automatically through regular deductions from your bank account. A systematic investment plan is not available for Class I Shares.

You may not open an account via ACH. However, once you have established a direct account with the Funds, 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 $100. To cancel or change a plan, contact the Funds by mail at: Logan Circle Partners Funds, c/o DST Systems, Inc., P.O. Box 219009, Kansas City, MO 64121-9009 (Express Mail Address: Logan Circle Partners Funds, c/o DST Systems, Inc., 430 W 7th Street, Kansas City, MO 64105. 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 NAV 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 financial intermediary 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.

When valuing fixed-income securities with remaining maturities of more than 60 days, the Fund uses the value of the security provided by pricing services. The values provided by a pricing service may be based upon market quotations for the same security, securities expected to trade in a similar manner or a pricing matrix. When valuing fixed-income securities with remaining maturities of 60 days or less, the Fund uses the security's amortized cost. Amortized cost and the use of a pricing matrix in valuing fixed-income securities are forms of fair value pricing.

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.

Securities, options, futures contracts and other assets (including swap agreements) for which market quotations are not readily available will be valued at their fair value as determined in good faith by or under the direction of the Board of Trustees.

FUND CODES

The reference information listed below will be helpful to you when you contact the Funds to purchase or exchange I Class or R Class Shares of a Fund, check daily NAV or obtain additional information.

--------------------------------------------------------------------------------
FUND NAME                               TICKER SYMBOL      CUSIP      FUND CODE
--------------------------------------------------------------------------------
Logan Circle Partners Core Plus
Fund
--------------------------------------------------------------------------------
    I Class Shares                          [ ]            [ ]          [ ]
--------------------------------------------------------------------------------
    R Class Shares                          [ ]            [ ]          [ ]
--------------------------------------------------------------------------------
Logan Circle Partners High Yield
Fund
--------------------------------------------------------------------------------
    I Class Shares                          [ ]            [ ]          [ ]
--------------------------------------------------------------------------------
    R Class Shares                          [ ]            [ ]          [ ]
--------------------------------------------------------------------------------
Logan Circle Partners Multi-Sector
Fixed Income Fund
--------------------------------------------------------------------------------
    I Class Shares                          [ ]            [ ]          [ ]
--------------------------------------------------------------------------------
    R Class Shares                          [ ]            [ ]          [ ]
--------------------------------------------------------------------------------
Logan Circle Partners Select
Growth Equity Fund
--------------------------------------------------------------------------------
    I Class Shares                          [ ]            [ ]          [ ]
--------------------------------------------------------------------------------
    R Class Shares                          [ ]            [ ]          [ ]
--------------------------------------------------------------------------------

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 [(___)-(___)-(____)].

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 ensure 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 [(___)-(___)-(____)] 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

Logan Circle Partners Funds
P.O. Box 219009
Kansas City, MO 64121-9009

EXPRESS MAIL ADDRESS

Logan Circle Partners 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 [(___)-(___)-(____)] 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) (R CLASS SHARES ONLY)

If you have a direct account with the Funds and your account balance is at least $100,000, you may transfer as little as $100 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 Funds. A systematic withdrawal plan is not available for Class I Shares.

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 $1 million with respect to I Class shares and $100,000 with respect to R Class shares because of redemptions, you may be required to sell your shares. The Funds generally will provide you at least 60 days' written notice to give you time to add to your account and avoid the involuntary redemption of your shares. The Funds reserve the right to waive the minimum account value requirement in their sole discretion.

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 Fund for shares of another 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).

At no charge, you may also convert one class of shares of a Fund directly to the other class of shares of the Fund, subject to the fees and expenses of such other class of shares, and provided that you meet the eligibility requirements applicable to investing in such other class of shares, as set forth in this prospectus. An exchange between share classes of a Fund is not a taxable event.

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 R Class 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 prices 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 Select Growth Equity Fund may invest in micro- and/or small-cap securities, which often trade in lower volumes and may be less liquid, this Fund may be more susceptible to the risks posed by frequent trading because frequent transactions in the Fund's 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 Fund to another 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 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.

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 Core Plus Fund, High Yield Fund and Multi-Sector Fund distribute their net investment income quarterly and make distributions of their net realized capital gains, if any, at least annually. The Select Growth Equity Fund distributes its net investment income and make distributions of its net realized

capital gains, 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. This summary does not apply to shares held in an individual retirement account or other tax-qualified plan, which are not subject to current tax. Transactions relating to shares held in such accounts may, however, be taxable at some time in the future.

Each Fund intends to 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 reported by the Funds as long-term capital gains and 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). Once a year the Funds will send you a statement showing the types and total amount of distributions you received during the previous year.

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.

Effective as of 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 cost 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. Shareholders also should carefully review the cost basis information provided to them by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

You should note that if you purchase shares just before a distribution, the purchase price would reflect the amount of the upcoming distribution. In this case, you would be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a return of your investment. This is known as "buying a dividend" and should be avoided by taxable investors.

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

FINANCIAL HIGHLIGHTS

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

THE ADVISORS' INNER CIRCLE FUND III

LOGAN CIRCLE PARTNERS FUNDS

INVESTMENT ADVISER

Logan Circle Partners L.P.
1717 Arch Street, Suite 15005
Philadelphia, PA19103

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 [ ] includes detailed information about the Logan Circle Partners 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:      [(___)-(___)-(____)]

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

BY INTERNET:       [____]

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.

[INVENTORY CODE]

SUBJECT TO COMPLETION

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

Preliminary Statement of Additional Information Dated October 7, 2014

STATEMENT OF ADDITIONAL INFORMATION

LOGAN CIRCLE PARTNERS CORE PLUS FUND
(I CLASS SHARES TICKER SYMBOL: )

(R CLASS SHARES TICKER SYMBOL: )

LOGAN CIRCLE PARTNERS HIGH YIELD FUND
(I CLASS SHARES TICKER SYMBOL: )

(R CLASS SHARES TICKER SYMBOL: )

LOGAN CIRCLE PARTNERS MULTI-SECTOR FIXED INCOME FUND
(I CLASS SHARES TICKER SYMBOL: )

(R CLASS SHARES TICKER SYMBOL: )

LOGAN CIRCLE PARTNERS SELECT GROWTH EQUITY FUND
(I CLASS SHARES TICKER SYMBOL: )

(R CLASS SHARES TICKER SYMBOL: )

A SERIES OF
THE ADVISORS' INNER CIRCLE FUND III

[ ], 2014

INVESTMENT ADVISER:
LOGAN CIRCLE PARTNERS L.P.

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 Logan Circle Partners Core Plus Fund, Logan Circle Partners High Yield Fund, Logan Circle Partners Multi-Sector Fixed Income Fund and Logan Circle Partners Select Growth Equity Fund (each a "Fund" and together, the "Funds"). This SAI is incorporated by reference into and should be read in conjunction with the Funds' prospectus dated [____], 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 Trust at Logan Circle Partners Funds, c/o DST Systems, Inc., P.O. Box 219009, Kansas City, MO 64121-9009 (Express Mail Address: Logan Circle Partners Funds, c/o DST Systems, Inc., 430 W 7th Street, Kansas City, MO 64105) or calling the Funds at [____].

TABLE OF CONTENTS

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

[ ]

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 any 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. The other funds of the Trust are described in one or more separate Statements of Additional Information.

DESCRIPTION OF MULTIPLE CLASSES OF SHARES. The Trust is authorized to offer shares of the Funds in I Class shares and R Class 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 prospectus. The Trust reserves the right to create and issue additional classes of shares.

VOTING RIGHTS. Each shareholder of record is entitled to one vote for each share held on the record date for 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 members of the Board of Trustees (each, a "Trustee" and collectively, the "Trustees" or the "Board") 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 under 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

S-1

practices unless such investment or activity is inconsistent with or is not permitted by a Fund's stated investment policies, including those stated below.

AMERICAN DEPOSITARY RECEIPTS ("ADRS"). ADRs, as well as other "hybrid" forms of ADRs, including European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"), are certificates evidencing ownership of shares of a foreign issuer. Depositary receipts are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a "depository" and may be sponsored or unsponsored. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer's home country. 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. However, ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.

For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and are generally designed for use in securities markets outside the U.S. While the two types of depositary receipt facilities (unsponsored or sponsored) 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 bear all the costs of the facility. The depository usually charges fees upon 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. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

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 agree to distribute notices of shareholders 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 frequency 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.

For purposes of a Fund's investment policies, investments in depositary receipts will be deemed to be investments in the underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common stock. Depositary receipts do not eliminate all of the risks associated with directly investing in the securities of foreign issuers.

Investments in the securities of foreign issuers may subject a Fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization or

S-2

expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuation in value due to changes in exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States.

EQUITY SECURITIES. Equity securities represent ownership interests in a company or partnership and consist of common stocks, preferred stocks, warrants and rights 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 net asset value of a Fund to fluctuate. The Funds may purchase equity securities traded on global securities exchanges or the over-the-counter 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 ALTERNATIVE ENTITY SECURITIES. Alternative entity securities are the securities of entities that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities that are similar to common or preferred stock of corporations.

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 markets while awaiting an opportunity to purchase securities directly. Similarly, a Fund may establish a short position in an ETF to gain inverse exposure to a portion of the U. S. or foreign markets. 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 "Investment Company Shares" below.

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

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called for redemption or conversion, that 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.

GENERAL RISKS OF INVESTING IN STOCKS - While investing in stocks allows investors to participate in the benefits of owning a company, such investors must accept the risks of ownership. Unlike bondholders, who have preference to a company's earnings and cash flow, preferred stockholders, followed by common stockholders in order of priority, are entitled only to the residual amount after a company meets its other obligations. For this reason, the value of a company's stock will usually react more strongly to actual or perceived changes in the company's financial condition or prospects than its debt obligations. Stockholders of a company that fares poorly can lose money.

Stock markets tend to move in cycles with short or extended periods of rising and falling stock prices. The value of a company's stock may fall because of:

o Factors that directly relate to that company, such as decisions made by its management or lower demand for the company's products or services;

o Factors affecting an entire industry, such as increases in production costs; and

o Changes in general financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates, currency exchange rates or inflation rates.

Because preferred stock is generally junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics.

REAL ESTATE INVESTMENT TRUSTS ("REITS"). A REIT is a corporation or business trust (that would otherwise be taxed as a corporation) which meets the definitional requirements of the Internal Revenue Code of 1986, as amended (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 making the REIT a pass-through vehicle for federal income tax purposes.
To meet the definitional 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 90% or more of its otherwise taxable income to shareholders.

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Although the REIT structure originated in the U.S., a number of countries around the world have adopted, or are considering adopting, similar REIT and REIT-like structures.

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 the 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.

MICRO, SMALL AND MEDIUM CAPITALIZATION ISSUERS. Investing in equity securities of micro, small and medium 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 over-the-counter 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.

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. A Fund may hold IPO shares for a very short period of time, which 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

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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.

MASTER LIMITED PARTNERSHIPS ("MLPS") -- MLPs are limited partnerships or limited liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, an MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code of 1986, as amended (the "Code"). These qualifying sources include activities such as the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources. MLPs that are formed as limited partnerships generally have two classes of owners, the general partner and limited partners, while MLPs that are formed as limited liability companies generally have two analogous classes of owners, the managing member and the members. For purposes of this section, references to general partners also apply to managing members and references to limited partners also apply to members.

The general partner is typically owned by a major energy company, an investment fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an equity interest of as much as 2% in the MLP plus, in many cases, ownership of common units and subordinated units. A holder of general partner interests can be liable under certain circumstances for amounts greater than the amount of the holder's investment in the general partner interest. General partner interests are not publicly traded and generally cannot be converted into common units. The general partner interest can be redeemed by the MLP if the MLP unitholders choose to remove the general partner, typically with a supermajority vote by limited partner unitholders.

Limited partners own the remainder of the MLP through ownership of common units and have a limited role in the MLP's operations and management. Common units are listed and traded on U.S. securities exchanges, with their value fluctuating predominantly based on prevailing market conditions and the success of the MLP. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and have no ability annually to elect directors. In the event of liquidation, common units have preference over subordinated units, but not over debt or preferred units, to the remaining assets of the MLP.

MLPs are typically structured such that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount ("minimum quarterly distributions" or "MQD"). Common and general partner interests also accrue arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the

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general partner can reach a tier where it receives 50% of every incremental dollar paid to common and subordinated unit holders. These incentive distributions encourage the general partner to streamline costs, increase capital expenditures and acquire assets in order to increase the partnership's cash flow and raise the quarterly cash distribution in order to reach higher tiers. Such results benefit all security holders of the MLP.

FOREIGN SECURITIES. Foreign securities include equity securities of foreign entities, obligations of foreign branches of U.S. banks and of foreign banks, including, without limitation, European Certificates of Deposit, European Time Deposits, European Bankers' Acceptances, Canadian Time Deposits, Europaper and Yankee Certificates of Deposit, and investments in Canadian Commercial Paper and foreign securities. These instruments have investment risks that differ in some respects from those related to investments in obligations of U.S. domestic issuers. Such risks include future adverse political and economic developments, the possible imposition of withholding taxes on interest or other income, possible seizure, nationalization, or expropriation of foreign deposits, the possible establishment of exchange controls or taxation at the source, greater fluctuations in value due to changes in exchange rates, or the adoption of other foreign governmental restrictions which might adversely affect the payment of principal and interest on such obligations. Such investments may also entail higher custodial fees and sales commissions than domestic investments. Foreign issuers of securities or obligations are often subject to accounting treatment and engage in business practices different from those respecting domestic issuers of similar securities or obligations. Foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks.

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 a Fund invests in such investment funds, shareholders will bear not only their proportionate share of the expenses (including operating expenses and the fees of the Adviser), but also will bear indirectly bear similar expenses of the underlying investment funds. In addition, these investment funds may trade at a premium over their net asset value.

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 gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, budget deficits and national debt;

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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

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 or 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 over-the-counter ("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

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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 net asset value 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:

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.

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.

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

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"Appendix A -- Description of Ratings" to this SAI.

U.S. GOVERNMENT SECURITIES - The Funds 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. U.S. Treasury notes and bonds typically pay coupon interest semi-annually and repay the principal at maturity. 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 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. Additionally, some obligations are issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks, which 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. Guarantees of principal by U.S. government agencies or instrumentalities 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 the Funds' shares.

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

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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 direct obligations of the U. S. Treasury, including Treasury bills, notes and bonds, and separately traded interest and principal component parts of such obligations, including those transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities ("STRIPS"). The STRIPS program lets investors hold and trade the individual interest and principal components of eligible Treasury notes and bonds as separate securities. Under the STRIPS program, the principal and interest components are separately issued by the U. S. Treasury at the request of depository financial institutions, which then trade the component parts separately.

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.

INVESTMENT GRADE FIXED INCOME SECURITIES. Fixed income securities are considered investment grade if they are rated in one of the four highest rating categories by an NRSRO, or, if not rated, are determined to be of comparable quality by the Fund's adviser or sub-adviser. See "Appendix A -Description of Ratings" for a description of the bond rating categories of several NRSROs. Ratings of each NRSRO represent its opinion of the safety of principal and interest payments (and not the market risk) of bonds and other fixed income securities it undertakes to rate at the time of issuance. Ratings are not absolute standards of quality and may not reflect changes in an issuer's creditworthiness. Fixed income securities rated BBB- or Baa3 lack outstanding investment characteristics, and have speculative characteristics as well. Securities rated Baa3 by Moody's or BBB- by S&P or higher are considered by those rating agencies to be "investment grade" securities, although Moody's considers securities rated in the Baa category to have speculative characteristics. While issuers of bonds rated BBB by S&P are considered to have adequate capacity to meet their financial commitments, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and principal for debt in this category than debt in higher rated categories. In the event a security owned by a Fund is downgraded below investment grade, the Adviser will review the situation and take appropriate action with regard to the security, including the actions discussed below.

DEBT SECURITIES. Corporations and governments use debt securities to borrow money from investors. Most debt securities promise a variable or fixed rate of return and repayment of the amount borrowed at maturity. Some debt securities, such as zero-coupon bonds, do not pay current interest and are purchased at a discount from their face value.

TYPES OF DEBT SECURITIES:

o CORPORATE BONDS - Corporations issue bonds and notes to raise money for working capital or for capital expenditures such as plant construction, equipment purchases and expansion. In return for the money loaned to the corporation by investors, the corporation promises to pay investors interest, and repay the principal amount of the bond or note.

o MORTGAGE-BACKED SECURITIES - Mortgage-backed securities are interests in pools of mortgage loans that various governmental, government-related and private organizations assemble as securities for sale to investors. Unlike most debt securities, which pay interest periodically and repay principal at maturity or

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on specified call dates, mortgage-backed securities make monthly payments that consist of both interest and principal payments. In effect, these payments are a "pass-through" of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Since homeowners usually have the option of paying either part or all of the loan balance before maturity, the effective maturity of a mortgage-backed security is often shorter than is stated.

Governmental entities, private insurers and mortgage poolers may insure or guarantee the timely payment of interest and principal of these pools through various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The Adviser will consider such insurance and guarantees and the creditworthiness of the issuers thereof in determining whether a mortgage-related security meets its investment quality standards. It is possible that the private insurers or guarantors will not meet their obligations under the insurance policies or guarantee arrangements.

Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.

COMMERCIAL BANKS, SAVINGS AND LOAN INSTITUTIONS, PRIVATE MORTGAGE INSURANCE COMPANIES, MORTGAGE BANKERS AND OTHER SECONDARY MARKET ISSUERS. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional mortgage loans. In addition to guaranteeing the mortgage-related security, such issuers may service and/or have originated the underlying mortgage loans. Pools created by these issuers generally offer a higher rate of interest than pools created by Ginnie Mae, Fannie Mae and Freddie Mac because they are not guaranteed by a government agency.

RISKS OF MORTGAGE-BACKED SECURITIES - Yield characteristics of mortgage-backed securities differ from those of traditional debt securities in a variety of ways. The most significant differences of mortgage-backed securities are: 1) payments of interest and principal are more frequent (usually monthly) and 2) falling interest rates generally cause individual borrowers to pay off their mortgage earlier than expected, which results in prepayments of principal on the securities, thus forcing a Fund to reinvest the money at a lower interest rate. In addition to risks associated with changes in interest rates described in "Factors Affecting the Value of Debt Securities," a variety of economic, geographic, social and other factors, such as the sale of the underlying property, refinancing or foreclosure, can cause investors to repay the loans underlying a mortgage-backed security sooner than expected. When prepayment occurs, the Fund may have to reinvest its principal at a rate of interest that is lower than the rate on existing mortgage-backed securities.

OTHER ASSET-BACKED SECURITIES - These securities are interests in pools of a broad range of assets other than mortgages, such as automobile loans, computer leases and credit card receivables. Like mortgage-backed securities, these securities are pass-through. In general, the collateral supporting these securities is of shorter maturity than mortgage loans and is less likely to experience substantial prepayments with interest rate fluctuations, but may still be subject to prepayment risk.

Asset-backed securities present certain risks that are not presented by mortgage-backed securities. Primarily, these securities may not have the benefit of any security interest in the related assets, which raises the possibility that recoveries on repossessed collateral may not be available to support payments on these securities. For example, credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which allow debtors to reduce their balances by offsetting certain amounts owed on the credit cards. Most issuers of asset-backed securities backed by automobile receivables permit the servicers of such receivables to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related asset-backed securities. Due to the quantity of vehicles involved and requirements

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under state laws, asset-backed securities backed by automobile receivables may not have a proper security interest in all of the obligations backing such receivables.

To lessen the effect of failures by obligors on underlying assets to make payments, the entity administering the pool of assets may agree to ensure the receipt of payments on the underlying pool occurs in a timely fashion ("liquidity protection"). In addition, asset-backed securities may obtain insurance, such as guarantees, policies or letters of credit obtained by the issuer or sponsor from third parties, for some or all of the assets in the pool ("credit support"). Delinquency or loss more than that anticipated or failure of the credit support could adversely affect the return on an investment in such a security.

The Funds may also invest in residual interests in asset-backed securities, which consist of the excess cash flow remaining after making required payments on the securities and paying related administrative expenses. The amount of residual cash flow resulting from a particular issue of asset-backed securities depends in part on the characteristics of the underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of administrative expenses and the actual prepayment experience on the underlying assets.

SENIOR LOANS AND BANK LOANS. Senior loans and bank loans typically are arranged through private negotiations between a borrower and several financial institutions or a group of lenders which are represented by one or more lenders acting as agent. The agent is often a commercial bank that originates the loan and invites other parties to join the lending syndicate. The agent will be primarily responsible for negotiating the loan agreement and will have responsibility for the documentation and ongoing administration of the loan on behalf of the lenders after completion of the loan transaction. A Fund can invest in a senior loan or bank loan either as a direct lender or through an assignment or participation.

When a Fund acts as a direct lender, it will have a direct contractual relationship with the borrower and may participate in structuring the loan, may enforce compliance by the borrower with the terms of the loan agreement and may have voting, consent and set-off rights under the loan agreement.

Loan assignments are investments in all or a portion of certain senior loans or bank loans purchased from the lenders or from other third parties. The purchaser of an assignment typically will acquire direct rights against the borrower under the loan. While the purchaser of an assignment typically succeeds to all the rights and obligations of the assigning lender under the loan agreement, because assignments are arranged through private negotiations between potential assignees and assignors, or other third parties whose interests are being assigned, the rights and obligations acquired by the Fund may differ from and be more limited than those held by the assigning lender.

A holder of a loan participation typically has only a contractual right with the seller of the participation and not with the borrower or any other entities interpositioned between the seller of the participation and the borrower. As such, the purchaser of a loan participation assumes the credit risk of the seller of the participation, and any intermediary entities between the seller and the borrower, in addition to the credit risk of the borrower. When a Fund holds a loan participation, it will have the right to receive payments of principal, interest and fees to which it may be entitled only from the seller of the participation and only upon receipt of the seller of such payments from the borrower or from any intermediary parties between the seller and the borrower. Additionally, the Fund will generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, will have no voting, consent or set-off rights under the loan agreement and may not directly benefit from the collateral supporting the loan although lenders that sell participations generally are required to distribute liquidation proceeds received by them pro rata among the holders of such participations. In the event of the bankruptcy or insolvency of the borrower, a loan participation may be subject to certain defenses that can be asserted by the borrower as a result of improper conduct by the seller or intermediary. If the borrower fails to pay principal and interest when due, the Fund may be subject to greater delays, expenses and risks that those that would have been involved if the Fund had purchased a direct obligation of such borrower.

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Direct loans, assignments and loan participations may be considered liquid, as determined by the advisers based on criteria approved by the Board.

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 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 Funds could suffer a loss. The Funds may also enter into "tri-party" repurchase agreements. In "tri-party" repurchase agreements, an unaffiliated third party custodian maintains accounts to hold collateral for a Fund and its counterparties and, therefore, the Fund may be subject to the credit risk of those custodians. It is the current policy of each Fund 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. Reverse repurchase agreements are transactions in which the Funds sell portfolio securities to financial institutions, such as banks and broker-dealers, and agrees to repurchase them at a mutually agreed-upon date and price that is higher than the original sale price. Reverse repurchase agreements are similar to a fully collateralized borrowing by the Funds. At the time a Fund enters into a reverse repurchase agreement, it will earmark on the books of the Fund or place in a segregated account cash or liquid securities having a value equal to the repurchase price (including accrued interest) and will subsequently monitor the account to ensure that such equivalent value is maintained.

Reverse repurchase agreements involve risks. Reverse repurchase agreements are a form of leverage, and the use of reverse repurchase agreements by a Fund may increase the Fund's volatility. Reverse repurchase agreements are also subject to the risk that the other party to the reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to a Fund. Reverse repurchase agreements also involve the risk that the market value of the securities sold by a Fund may decline below the price at which it is obligated to repurchase the securities. In addition, when a Fund invests the proceeds it receives in a reverse repurchase transaction, there is a risk that those investments may decline in value. In this circumstance, the Fund could be required to sell other investments in order to meet its obligations to repurchase the securities.

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 a Fund. 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

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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, a Fund 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 exchange-traded funds, are traded on a securities exchange. (See "Exchange Traded Funds" above). 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 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 (the "SEC") to each of certain iShares, Market Vectors, Vanguard, ProShares, PowerShares, Guggenheim (formerly, Claymore), Direxion, Wisdom Tree, Rydex, First Trust and SPDR exchange-traded funds (collectively, the "ETFs") and procedures approved by the Board, a Fund may invest in the ETFs in excess of the 3% limit described above, provided that the Fund otherwise complies 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.

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. Unless otherwise stated in the Prospectus, the Funds may use derivatives for a number of purposes including managing risk, gaining exposure to various markets in a cost efficient manner, reducing transaction costs, remaining fully invested and speculating. The Funds may also invest in derivatives to protect themselves from broad fluctuations in market prices, interest rates or foreign currency exchange rates (a practice known as "hedging"). When hedging is successful, a Fund will have offset any depreciation in the value of its portfolio 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 the Funds to market fluctuations, the use of derivatives may be a more effective means of hedging this exposure. In the future, to the extent such use is consistent with the Funds' investment objectives and is legally permissible, the Funds may use instruments and techniques that are not presently contemplated, but which may be subsequently developed.

There can be no assurance that a derivative strategy, if employed, will be successful. 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. A Fund may enter into agreements with broker-dealers that require the broker-dealers to accept physical settlement for certain types of derivatives instruments. If this occurs, the Fund would treat such derivative instruments as being cash settled for purposes of determining the Fund's coverage requirements.

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

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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. Complying with the limitations may restrict the Adviser's ability to implement the Funds' investment strategies and may adversely affect the Funds' performance.

TYPES OF DERIVATIVES:

FUTURES. A futures contract is an agreement between two parties whereby one party agrees to sell 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 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. Initial margin is similar to a performance bond or good faith deposit on a contract and is returned to the depositing party upon termination of the futures contract if all contractual obligations have been satisfied. 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." Variation margin does not represent a borrowing or loan by a party but is instead a settlement between the party and the futures broker of the amount one party would owe the other if the futures contract terminated. In computing daily net asset value, each party marks to market its open futures positions.

Although the 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 party 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 party closing out the contract will realize a gain. Conversely, if the purchase price upon closing out the contract is more than the original sale price, the party 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 party 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

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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. The principal factors affecting the market value of an option include supply and demand, interest rates, the current market value of the underlying instrument relative to the exercise price of the option, the volatility of the underlying instrument, and the time remaining until the option expires.

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"). A 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. A 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 a Fund obtains the right to purchase, rather than sell, the underlying instrument at the option's strike price. A Fund would normally purchase call options in anticipation of an increase in the market value of securities it owns or wants to buy. A 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:

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 fixed strike price if the option is exercised at any time before the expiration date. Similarly, when a Fund writes a put option it assumes an obligation to purchase specified securities from the option holder at a fixed strike 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, the Fund 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

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amount of money equal to the difference between the value of the security and the premium it received. Writing covered put options may deprive a 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 to write only "covered" options. At the time of selling a 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, provided that the Fund also segregates 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, a Fund may cover the 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.

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 CREDIT DEFAULT SWAPS

An option on a credit default swap ("CDS") option gives the holder the right to enter into a CDS at a specified future date and under specified terms in exchange for a purchase price or premium. The writer of the option bears

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the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised.

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 a put option in order to hedge a long position in the underlying futures contract. A Fund may buy a call option on a futures contract for the same purpose as the actual purchase of a futures contract, such as in anticipation of favorable market conditions.

A 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, a 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 OPTIONS ON FOREIGN CURRENCIES

A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the

exercise price until the option expires. A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. The Funds may purchase or write put and call options on foreign currencies for the purpose of hedging against changes in future currency exchange rates.

The Funds may use foreign currency options under the same circumstances that they could use forward foreign currency exchange contracts. For example, a decline in the U.S. dollar value of a foreign currency in which a Fund's securities are denominated would reduce the U.S. dollar value of the securities, even if their value in the foreign currency remained constant. In order to hedge against such a risk, the Fund may purchase a put option on the foreign currency. If the value of the currency then declined, the Fund could sell the currency for a fixed amount in U.S. dollars and thereby offset, at least partially, the negative effect on its securities that otherwise would have resulted. Conversely, if a Fund anticipates a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated, the Fund may purchase call options on the currency in order to offset, at least partially, the effects of negative movements in exchange rates. If currency exchange rates do not move in

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the direction or to the extent anticipated, the Funds could sustain losses on transactions in foreign currency options.

o COMBINED POSITIONS

The Funds may purchase and write options in combination with each other, or in combination with futures or forward contracts or swap agreements, to adjust the risk and return characteristics of the overall position. For example, a 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, a 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.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward foreign currency contract involves an obligation to purchase or sell a specific amount of currency at a future date or date range at a specific price. In the case of a cancelable forward contract, the holder has the unilateral right to cancel the contract at maturity by paying a specified fee. Forward foreign currency exchange contracts differ from foreign currency futures contracts in certain respects. Unlike futures contracts, forward contracts:

o Do not have standard maturity dates or amounts (i.e., the parties to the contract may fix the maturity date and the amount);

o Are typically traded directly between currency traders (usually large commercial banks) and their customers in the inter-bank markets, as opposed to on exchanges regulated by the CFTC (note, however, that under new definitions adopted by the CFTC and SEC, many non-deliverable foreign currency forwards will be considered swaps for certain purposes, including determination of whether such instruments must be traded on exchanges and centrally cleared);

o Do not require an initial margin deposit; and

o May be closed by entering into a closing transaction with the currency trader who is a party to the original forward contract, as opposed to with a commodities exchange.

o FOREIGN CURRENCY HEDGING STRATEGIES

A "settlement hedge" or "transaction hedge" is designed to protect a Fund against an adverse change in foreign currency values between the date a security is purchased or sold and the date on which payment is made or received. Entering into a forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of U.S. dollars "locks in" the U.S. dollar price of the security. A Fund may also use forward contracts to purchase or sell a foreign currency when it anticipates purchasing or selling securities denominated in foreign currency, even if it has not yet selected the specific investments.

A Fund may use forward contracts to hedge against a decline in the value of existing investments denominated in foreign currency. Such a hedge, sometimes referred to as a "position hedge," would tend to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. The Fund could also hedge the position by selling another currency expected to perform similarly to the currency in which the Fund's investment is denominated. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated.

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Transaction and position hedging do not eliminate fluctuations in the underlying prices of the securities that a Fund owns or intends to purchase or sell. They simply establish a rate of exchange that one can achieve at some future point in time. Additionally, these techniques tend to minimize the risk of loss due to a decline in the value of the hedged currency and to limit any potential gain that might result from the increase in value of such currency.

A Fund may enter into forward contracts to shift its investment exposure from one currency into another. Such transactions may call for the delivery of one foreign currency in exchange for another foreign currency, including currencies in which its securities are not then denominated. This may include shifting exposure from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a "cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased. Cross-hedges may protect against losses resulting from a decline in the hedged currency but will cause the Fund to assume the risk of fluctuations in the value of the currency it purchases. Cross-hedging transactions also involve the risk of imperfect correlation between changes in the values of the currencies involved.

It is difficult to forecast with precision the market value of portfolio securities at the expiration or maturity of a forward or futures contract. Accordingly, a Fund may have to purchase additional foreign currency on the spot (cash) market if the market value of a security it is hedging is less than the amount of foreign currency it is obligated to deliver. Conversely, the Fund may have to sell on the spot market some of the foreign currency it received upon the sale of a security if the market value of such security exceeds the amount of foreign currency it is obligated to deliver.

EQUITY-LINKED SECURITIES. The Funds may invest in privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or "basket" of securities, or sometimes a single stock (referred to as "equity-linked securities"). These securities are used for many of the same purposes as derivative instruments and share many of the same risks. Equity-linked securities may be considered illiquid and thus subject to the Funds' restrictions on investments in illiquid securities.

SWAP AGREEMENTS. A swap agreement is a financial instrument that typically involves the exchange of cash flows between two parties on specified dates (settlement dates), where the cash flows are based on agreed-upon prices, rates, indices, etc. The nominal amount on which the cash flows are calculated is called the notional amount. Swap agreements are individually negotiated and structured to include exposure to a variety of different types of investments or market factors, such as interest rates, foreign currency rates, mortgage securities, corporate borrowing rates, security prices or inflation rates.

Swap agreements may increase or decrease the overall volatility of the investments of a Fund and its share price. The performance of swap agreements may be affected by a change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for payments by the Fund, the Fund must be prepared to make such payments when due. In addition, if the counterparty's creditworthiness declined, the value of a swap agreement would be likely to decline, potentially resulting in losses.

Generally, swap agreements have a fixed maturity date that will be agreed upon by the parties. The agreement can be terminated before the maturity date under certain circumstances, such as default by one of the parties or insolvency, among others, and can be transferred by a party only with the prior written consent of the other party. A Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. If the counterparty is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, a Fund may not be able to recover the money it expected to receive under the swap agreement.

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The Funds will not enter into any swap agreement unless the Adviser believes that the counterparty to the transaction is creditworthy.

A swap agreement can be a form of leverage, which can magnify the Funds' gains or losses. In order to reduce the risk associated with leveraging, the Funds may cover their current obligations under swap agreements according to guidelines established by the SEC. If a Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of the Fund's accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement. If a Fund enters into a swap agreement on other than a net basis, it will segregate assets with a value equal to the full amount of the Fund's accrued obligations under the swap agreement.

o EQUITY SWAPS

In a typical equity swap, one party agrees to pay another party the return on a stock, stock index or basket of stocks in return for a specified interest rate.
By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks. Equity index swaps involve not only the risk associated with investment in the securities represented in the index, but also the risk that the performance of such securities, including dividends, will not exceed the return on the interest rate that a Fund will be committed to pay.

o TOTAL RETURN SWAPS

Total return swaps are contracts in which one party agrees to make payments of the total return from a reference instrument--which may be a single asset, a pool of assets or an index of assets--during a specified period, in return for payments equal to a fixed or floating rate of interest or the total return from another underlying reference instrument. The total return includes appreciation or depreciation on the underlying asset, plus any interest or dividend payments. Payments under the swap are based upon an agreed upon principal amount but, since the principal amount is not exchanged, it represents neither an asset nor a liability to either counterparty, and is referred to as notional. Total return swaps are marked to market daily using different sources, including quotations from counterparties, pricing services, brokers or market makers. The unrealized appreciation or depreciation related to the change in the valuation of the notional amount of the swap is combined with the amount due to a Fund at termination or settlement. The primary risks associated with total return swaps are credit risks (if the counterparty fails to meet its obligations) and market risk (if there is no liquid market for the swap or unfavorable changes occur to the underlying reference instrument).

o INTEREST RATE SWAPS

Interest rate swaps are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future. Some of the different types of interest rate swaps are "fixed-for-floating rate swaps," "termed basis swaps" and "index amortizing swaps." Fixed-for floating rate swaps involve the exchange of fixed interest rate cash flows for floating rate cash flows. Termed basis swaps entail cash flows to both parties based on floating interest rates, where the interest rate indices are different. Index amortizing swaps are typically fixed-for-floating rate swaps where the notional amount changes if certain conditions are met.

Like a traditional investment in a debt security, a Fund could lose money by investing in an interest rate swap if interest rates change adversely. For example, if a Fund enters into a swap where it agrees to exchange a floating rate of interest for a fixed rate of interest, the Fund may have to pay more money than it receives. Similarly, if a Fund enters into a swap where it agrees to exchange a fixed rate of interest for a floating rate of interest, the Fund may receive less money than it has agreed to pay.

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o CURRENCY SWAPS

A currency swap is an agreement between two parties in which one party agrees to make interest rate payments in one currency and the other promises to make interest rate payments in another currency. A Fund may enter into a currency swap when it has one currency and desires a different currency. Typically, the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the agreement and returned at the end of the agreement. Changes in foreign exchange rates and changes in interest rates, as described above, may negatively affect currency swaps.

o INFLATION SWAPS

Inflation swaps are fixed-maturity, over-the-counter derivatives where one party pays a fixed rate in exchange for payments tied to an inflation index, such as the Consumer Price Index. The fixed rate, which is set by the parties at the initiation of the swap, is often referred to as the "breakeven inflation" rate and generally represents the current difference between treasury yields and Treasury Inflation Protected Securities yields of similar maturities at the initiation of the swap agreement. Inflation swaps are typically designated as "zero coupon," where all cash flows are exchanged at maturity. The value of an inflation swap is expected to fluctuate in response to changes in the relationship between nominal interest rates and the rate of inflation. An inflation swap can lose value if the realized rate of inflation over the life of the swap is less than the fixed market implied inflation rate (the breakeven inflation rate) the investor agreed to pay at the initiation of the swap.

o CREDIT DEFAULT SWAPS

A credit default swap is an agreement between a "buyer" and a "seller" for credit protection. The credit default swap agreement may have as reference obligations one or more securities that are not then held by a Fund. The protection buyer is generally obligated to pay the protection seller an upfront payment and/or a periodic stream of payments over the term of the agreement until a credit event on a reference obligation has occurred. If no default occurs, the seller would keep the stream of payments and would have no payment obligations. If a credit event occurs, the seller generally must pay the buyer the full notional amount (the "par value") of the swap.

o CAPS, COLLARS AND FLOORS

Caps and floors have an effect similar to buying or writing options. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level. The seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor.

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 Funds than if they had not entered into any derivatives transactions. Derivatives may magnify the Funds' gains or losses, causing them to make or lose substantially more than they invested.

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 Fund to greater risks.

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Use of derivatives involves transaction costs, which may be significant, and may also increase the amount of taxable income to shareholders.

CORRELATION OF PRICES. The Funds' ability to hedge their 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 correlate with the portfolio securities it is trying to hedge. However, if the Adviser's prediction of interest and currency rates, market value, volatility or other economic factors is incorrect, a 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 discontinued trading of an instrument; 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 the Funds. A currency hedge, for example, should protect a yen-denominated security from a decline in the yen, but will not protect the Funds 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. Although the Funds intend to purchase options and futures only where there appears to be an active market, there is no guarantee that such a liquid market will exist. 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/or

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

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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;

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. Successful use of derivatives by the Funds is subject to the ability of the Adviser to forecast stock market and interest rate trends. 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 high, shareholders may end up paying too much for Fund shares when they buy into the Fund. If the Fund underestimates its price, shareholders may not receive the full market value for their Fund shares when they 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. A Fund may lose its margin deposits if a broker-dealer with whom it has an open futures contract or related option becomes insolvent or declares bankruptcy.

VOLATILITY AND LEVERAGE. The Funds' use of derivatives may have a leveraging effect. Leverage generally magnifies the effect of any increase or decrease in value of an underlying asset and results in increased volatility, which means the Funds will have the potential for greater gains, as well as the potential for greater losses, than if the Funds do not use derivative instruments that have a leveraging effect. 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.

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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, the Funds 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.

GOVERNMENT REGULATION. The regulation of derivatives markets in the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law in 2010, grants significant new authority to the SEC and the CFTC to impose comprehensive regulations on the OTC and cleared derivatives markets. These regulations include, but are not limited to, mandatory clearing of certain derivatives and requirements relating to disclosure, margin and trade reporting. The new law and regulations may negatively impact the Funds by increasing transaction and/or regulatory compliance costs, limiting the availability of certain derivatives or otherwise adversely affecting the value or performance of the derivatives the Funds trade. Other potentially adverse regulatory obligations can develop suddenly and without notice.

ILLIQUID SECURITIES. Illiquid securities are securities that cannot be sold or disposed of in the ordinary course of business (i.e. 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 Trust's 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 its sale or disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to a Fund. Under the supervision of the Trust's Board, the Adviser determines the liquidity of a Fund's investments. In determining the liquidity of a Fund's 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 hold more than 15% of its net assets in illiquid securities.

SECURITIES LENDING. A Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Funds' Board of Trustees. These loans, if and when made, may not exceed 33 1/3 % of the total asset value of the Fund (including the loan collateral). A Fund will not lend portfolio securities to the Adviser or its 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 a Fund.

A Fund 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 Fund's securities lending agent, but will bear all of any losses from the investment of collateral.

By lending their securities, a Fund may increase their 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

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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 the Fund may be required to liquidate other investments in order to return collateral to the borrower at the end of the loan. A Fund 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 event adversely affecting the investment occurs, the Fund must terminate the loan and regain the right to vote the securities. In such instances, the Adviser will vote the securities in accordance with its proxy voting policies and procedures. 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.

RESTRICTED SECURITIES. The Funds may purchase restricted securities. Restricted securities are securities that may not be sold freely to the public absent registration under the Securities Act of 1933, as amended (the "1933 Act") or an exemption from registration. This generally includes securities that are unregistered that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act or securities that are exempt from registration under the 1933 Act, such as commercial paper. Institutional markets for restricted securities have developed as a result of the promulgation of Rule 144A under the 1933 Act, which provides a "safe harbor" from 1933 Act registration requirements for qualifying sales to institutional investors. When Rule 144A restricted securities present an attractive investment opportunity and meet other selection criteria, a Fund may make such investments whether or not such securities are "illiquid" depending on the market that exists for the particular security. The Board has delegated the responsibility for determining the liquidity of Rule 144A restricted securities that a Fund may invest in to the Adviser.

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, a 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 a Fund with respect to the securities that are sold short. A Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Fund's total assets. This limitation does not apply to short sales against the box.

Uncovered short sales are transactions under which the Funds sell a security they do not own. To complete such a transaction, a Fund must borrow the security to make delivery to the buyer. A 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 a 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.

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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 may use 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, the 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 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.

The Funds will segregate cash or liquid securities equal in value to commitments for the when-issued, delayed delivery or forward delivery transactions. The Funds will segregate additional liquid assets daily so that the value of such assets is equal to the amount of the commitments.

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. 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.

2. 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.

3. Make loans, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or

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

4. 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.

5. 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.

In addition, the Logan Circle Partners Core Plus Fund, Logan Circle Partners High Yield Fund and Logan Circle Partners Multi-Sector Fixed Income 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 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 Trust's Board without shareholder approval.

Each Fund may not:

1. 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.

2. 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.

3. 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.

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

5. 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.

Each Fund may:

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1. Purchase or sell financial and physical commodities, commodity contracts based on (or relating to) physical commodities or financial commodities and securities and derivative instruments whose values are derived from (in whole or in part) physical commodities or financial commodities.

In addition,

1. The Logan Circle Partners Core Plus Fund, Logan Circle Partners High Yield Fund and Logan Circle Partners Multi-Sector Fixed Income Fund may not 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. The Logan Circle Partners High Yield Fund may not change its investment strategy to invest at least 80% of its net assets, plus any borrowings for investment purposes, in a portfolio of high yield fixed income securities (also known as "junk bonds") without 60 days' prior written notice to shareholders.

3. The Logan Circle Partners Multi-Sector Fixed Income Fund may not change its investment strategy to invest at least 80% of its net assets, plus any borrowings for investment purposes, in a diversified portfolio of fixed income securities without 60 days' prior written notice to shareholders.

4. The Logan Circle Partners Select Growth Equity Fund may not change its investment strategy to invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities without 60 days' prior written notice to shareholders.

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

BORROWING. The 1940 Act restricts an investment company from borrowing in excess of 33 1/3% of its total assets (including the amount borrowed, but excluding temporary borrowings not in excess of 5% of its total assets). Transactions that are fully collateralized in a manner that does not involve the prohibited issuance of a "senior security" within the meaning of Section 18(f) of the 1940 Act, shall not be regarded as borrowings for the purposes of a Fund's investment restriction. Section 18(f) of the 1940 Act permits an investment company to borrow only from banks.

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

DIVERSIFICATION. Under the 1940 Act and the rules, regulations and interpretations thereunder, a "diversified company," as to 75% of its total assets, may not purchase securities of any issuer (other than obligations of, or guaranteed by, the U.S. government or its agencies, 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 voting securities would be held by a fund.

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

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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.

UNDERWRITING. Under the 1940 Act, underwriting securities involves an investment company 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 AND COMMODITIES. The 1940 Act does not directly restrict an investment company's ability to invest in real estate or commodities, but does require that every investment company have a fundamental investment policy governing such investments.

Except with respect to the Funds' 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 ADVISER

GENERAL. Logan Circle Partners L.P. (the "Adviser"), a Pennsylvania limited partnership located at 1717 Arch Street, Suite 1500, Philadelphia, PA 19103, is a professional investment management firm registered with the SEC under the Investment Advisers Act of 1940. The Adviser was founded in 2007 and is a wholly owned subsidiary of Fortress Investment Group LLC ("Fortress"), a publicly traded company founded in 1998. As of [____], the Adviser had approximately $[____] in assets under management.

ADVISORY AGREEMENT. The Trust and the Adviser have entered into an investment advisory agreement dated [____] (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 each Fund; 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

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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:

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FUND                                                 ADVISORY FEE RATE
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Logan Circle Partners Select Growth Equity                0.65%
Fund
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Logan Circle Partners Core Plus Fund                      0.40%
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Logan Circle Partners High Yield Fund                     0.55%
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Logan Circle Partners Multi-Sector Fixed                  0.55%
Income Fund
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                                CONTRACTUAL      CONTRACTUAL
                                                  EXPENSE          EXPENSE
                                                LIMITATION       LIMITATION
                                                   (I CLASS        (R CLASS
                          FUND                     SHARES)          SHARES)
--------------------------------------------------------------------------------
Logan Circle Partners Select Growth Equity          0.75%            1.00%
Fund
--------------------------------------------------------------------------------
Logan Circle Partners Core Plus Fund                0.45%            0.70%
--------------------------------------------------------------------------------
Logan Circle Partners High Yield Fund               0.70%            0.95%
--------------------------------------------------------------------------------
Logan Circle Partners Multi-Sector Fixed            0.70%            0.95%
Income Fund
--------------------------------------------------------------------------------

If at any point total annual Fund operating expenses (not including excluded expenses) are below the levels for a Fund as set forth above, the Adviser may receive from that Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the levels 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.

As of the date of this SAI, the Funds had not commenced operations, and therefore did not pay any fees to the Adviser, nor have any fees waived by the Adviser as of such date.

S-32

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. Compensation for the portfolio managers is based on an incentive program primarily comprised of four elements:

(I) FIXED BASE SALARY: This is generally the smallest portion of compensation and is generally within a similar range for all investment professionals. The base salary does not change significantly from year-to-year and hence, is not particularly sensitive to performance.

(II) DISCRETIONARY INCENTIVE COMPENSATION IN THE FORM OF AN ANNUAL CASH BONUS:
The Adviser's overall profitability determines the total amount of incentive compensation available to investment professionals. This portion of compensation is determined subjectively based on qualitative and quantitative factors. In evaluating this component of an investment professional's compensation, the Adviser considers the contribution to his/her team or discipline, as well as his/her contribution to the overall firm. Quantitative factors considered include, among other things, relative investment performance (e.g., by comparison to competitor or peer groups or similar styles of investments, and appropriate, broad-based or specific market indices) and consistency of performance. There are no specific formulas used to determine this part of an investment professional's compensation and the compensation is not tied to any pre-determined or specified level of performance.

(III) LONG-TERM INCENTIVE PLAN ("LTIP"): As a long-term incentive and performance bonus, Logan Circle and Fortress, the Adviser's parent company, have structured a Long-Term Incentive Plan ("LTIP"). The LTIP is distributed to the Adviser's key investment and non-investment personnel as a means of incentive and retention. Awards under the LTIP may be distributed in the form of a cash or Fortress stock award that is subject to vesting and other conditions.

(IV) CONTRIBUTIONS UNDER THE FORTRESS 401(K) PLAN: The contributions are based on the overall profitability of Fortress. The amount and allocation of the contributions are determined at the sole discretion of Fortress.

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, as amended (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, the portfolio managers are responsible for the day-to-day management of certain other accounts, as listed below. The information below is provided as of [ ____], 2014.

------------------------------------------------------------------------------------------------------------------------------------
                            REGISTERED INVESTMENT          OTHER POOLED INVESTMENT
                                 COMPANIES                       VEHICLES                        OTHER ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
                         NUMBER                           NUMBER                            NUMBER
                           OF          TOTAL ASSETS         OF          TOTAL ASSETS          OF          TOTAL ASSETS
NAME                     ACCOUNTS      (IN MILLIONS)      ACCOUNTS(1) (IN MILLIONS)       ACCOUNTS(1)   (IN MILLIONS)
------------------------------------------------------------------------------------------------------------------------------------
Andrew J.
Kronschnabel, CFA          8             $3,476              1             $48                40           $4,348
------------------------------------------------------------------------------------------------------------------------------------
Alfio Leone IV,
CFA                        6             $3,122              0              $0                20           $2,754
------------------------------------------------------------------------------------------------------------------------------------
Scott J. Moses,
CFA(1)                     2               $867              3            $119                 3             $390
------------------------------------------------------------------------------------------------------------------------------------

S-33

------------------------------------------------------------------------------------------------------------------------------------
                            REGISTERED INVESTMENT          OTHER POOLED INVESTMENT
                                 COMPANIES                       VEHICLES                        OTHER ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
                         NUMBER                           NUMBER                            NUMBER
                           OF          TOTAL ASSETS         OF          TOTAL ASSETS          OF          TOTAL ASSETS
NAME                     ACCOUNTS      (IN MILLIONS)      ACCOUNTS(1) (IN MILLIONS)       ACCOUNTS(1)   (IN MILLIONS)
------------------------------------------------------------------------------------------------------------------------------------
A. Todd Howard,
CFA(1)                     3              $940               3             $119               3               $390
------------------------------------------------------------------------------------------------------------------------------------
Timothy L. Rabe,
CFA(2)                     2              $456               3             $470               34            $3,783
------------------------------------------------------------------------------------------------------------------------------------
David G. Shell, CFA        0                $0               1               $1                6               $35
------------------------------------------------------------------------------------------------------------------------------------
Scott G. Kolar, CFA        0                $0               1               $1                6               $35
------------------------------------------------------------------------------------------------------------------------------------
Joseph B. Hudepohl,
CGA                        0                $0               1               $1                6               $35
------------------------------------------------------------------------------------------------------------------------------------
Warren E. Fisher,
CFA                        0                $0               1               $1                6               $35
------------------------------------------------------------------------------------------------------------------------------------

(1) Includes 2 accounts managed with a performance-based fee, representing approximately $118 million in assets.

(2) Includes 2 accounts managed with a performance-based fee, representing approximately $252 million in assets.

CONFLICTS OF INTEREST. Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account. The Adviser has adopted procedures that it believes are reasonably designed to detect and prevent violations of the federal securities laws and to mitigate the potential for conflicts of interest to affect portfolio management decisions; however, there can be no assurance that all conflicts will be identified or that all procedures will be effective in mitigating the potential for such risks. The Adviser and/or its affiliates manage accounts certain accounts subject to performance-based fees or may have proprietary investments in certain accounts. The side-by-side management of the Funds and these other accounts may raise potential conflicts of interest with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions. The performance of the Funds' investments could be adversely affected by the manner in which the Adviser enters particular orders for all such accounts. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited supply and allocation of investment opportunities generally, could raise a potential conflict of interest, as the Adviser may have an incentive to allocate securities that are expected to increase in value to favored accounts. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price.

The Adviser has adopted a policy to allocate investment opportunities in a fair and equitable manner among client accounts. Orders for the same security on the same day are generally aggregated consistent with the Adviser's duty of best execution; however, purchases of fixed income securities cannot always be allocated pro rata across all client accounts with similar investment strategies and objectives. The Adviser will attempt to mitigate any potential unfairness using an objective methodology that in the good faith judgment of the Adviser permits a fair and equitable allocation over time.

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The Adviser manages the Funds and other client accounts in accordance with their respective investment objectives and guidelines. As a result, the Adviser may give advice, and take action with respect to any current or future other client accounts that may be opposed to or conflict with the advice the Adviser may give to a Fund, or may involve a different timing or nature of action than with respect to that Fund. Where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increases the holding in such security. The results of the investment activities of a Fund may differ significantly from the results achieved by the Adviser for other client accounts.

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 (the "Administration Agreement") dated February 12, 2014. 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 calculated daily and paid monthly, at an annual rate that is detailed below in the following schedule:

--------------------------------------------------------------------------------
FEE (AS A PERCENTAGE OF AGGREGATE
       AVERAGE ANNUAL ASSETS)                    FUNDS' AVERAGE DAILY NET ASSETS
--------------------------------------------------------------------------------
                [____]%                                    [____]
--------------------------------------------------------------------------------
                [____]%                                    [____]
--------------------------------------------------------------------------------
                [____]%                                    [____]
--------------------------------------------------------------------------------

Due to account 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

S-35

the Trustees or by a vote of the majority of the shareholders of each 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 Funds, by a majority of the outstanding shares of the Funds, 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 R Class 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 R Class shareholders; (ii) arranging for bank wires; (iii) responding to shareholder inquiries relating to the services performed by the services provider; (iv) responding to inquiries from shareholders concerning their investment in R Class shares; (v) assisting shareholders in changing dividend options, account designations and addresses;
(vi) providing information periodically to shareholders 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 shareholders.

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 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

S-36

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 Fund shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.

THE TRANSFER AGENT

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

THE CUSTODIAN

Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts, 02109-3661 (the "Custodian"), acts as custodian of the Funds. The Custodian holds cash, securities and other assets of the Fund as required by the 1940 Act.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[____] 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, the Distributor and the 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.

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

S-37

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 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.

S-38

MEMBERS OF THE BOARD. There are five members of the Board of Trustees, four 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 more than three-quarters 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.

--------------------------------------------------------------------------------------------------------
                                                  PRINCIPAL
    NAME AND YEAR OF                            OCCUPATIONS         OTHER DIRECTORSHIPS HELD IN THE
             BIRTH   POSITION WITH TRUST    IN THE PAST 5 YEARS                  PAST 5 YEARS
--------------------------------------------------------------------------------------------------------
 INTERESTED TRUSTEES
--------------------------------------------------------------------------------------------------------
 William M. Doran    Chairman of the      Self-Employed           Current Directorships: Trustee of
 (Born: 1940)        Board of Trustees(1) Consultant since 2003.  The Advisors' Inner Circle Fund,
                     (since 2014)         Partner at Morgan,      The Advisors' Inner Circle Fund II,
                                          Lewis & Bockius LLP     Bishop Street Funds, SEI Daily
                                          (law firm) from 1976    Income Trust, SEI Institutional
                                          to 2003. Counsel to the International Trust, SEI Institutional
                                          Trust, SEI              Investments Trust, SEI Institutional
                                          Investments, SIMC,      Managed Trust, SEI Liquid Asset
                                          the Administrator and   Trust, SEI Asset Allocation Trust,
                                          the Distributor.        SEI Tax Exempt Trust, Adviser
                                                                  Managed Trust, New Covenant
                                                                  Funds, SEI Insurance Products Trust,
                                                                  The KP Funds, and O'Connor
                                                                  EQUUS (closed-end investment
                                                                  company). Director of SEI
                                                                  Investments (Europe), Limited, SEI
                                                                  Investments--Global Funds
                                                                  Services, Limited, SEI Investments
--------------------------------------------------------------------------------------------------------



                                      S-39

PRINCIPAL
NAME AND YEAR OF OCCUPATIONS OTHER DIRECTORSHIPS HELD IN THE
BIRTH POSITION WITH TRUST IN THE PAST 5 YEARS PAST 5 YEARS
--------------------------------------------------------------------------------------------------------
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
(Born: 1951) (since 2014) Consultant to City National Rochdale Funds and
Management, O'Connor EQUUS (closed-end
Convergent Capital investment company). Member of
Management, LLC Independent Committee of Nuveen
("CCM") from 2012 to Commodities Asset Management.
2013. Managing
Director and Chief
Operating Officer,
CCM from 1998 to
2012.
--------------------------------------------------------------------------------------------------------
Terrence O. Jones Trustee Retired. Current Directorships: Trustee of
(Born: 1963) (since 2014) Genworth Life Insurance Company
of New York, Highland Funds, and
O'Connor EQUUS (closed-end
investment company).
--------------------------------------------------------------------------------------------------------
Thomas P. Lemke Trustee Retired since 2013. Current Directorships: Trustee of
(Born: 1954) (since 2014) Executive Vice The Munder Funds, AXA Premier
President and General VIP Trust, and O'Connor EQUUS
Counsel, Legg Mason, (closed-end investment company).
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: Trustee of
(Born: 1960) (since 2014) Partner, Alternative O'Connor EQUUS (closed-end
Asset Managers, L.P. investment company).
since 2004.
--------------------------------------------------------------------------------------------------------

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

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

S-40

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. Jones should serve as Trustee because of the experience he gained in a variety of leadership roles with different investment management institutions and in the alternative asset management industry, 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. 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

S-41

public accounting firm that arose in connection with the preparation of those financial statements; (vii) 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. Jones, Mr. Lemke and Mr. Yanker currently serve as members of the Audit Committee. Mr. Jones serves as the 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. Jones, 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 Trust paid the following fees to the Trustees during the Funds' most recently completed fiscal year ending October 31, 2014.

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                     AGGREGATE COMPENSATION FROM THE                ESTIMATED TOTAL
          NAME                        TRUST                    COMPENSATION FROM THE TRUST
------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
------------------------------------------------------------------------------------------------
William M. Doran                        $0                $[____] for service on one (1) board
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INDEPENDENT TRUSTEES
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Jon C. Hunt                          $[____]              $[____] for service on one (1) board
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Terrence O. Jones                    $[____]              $[____] for service on one (1) board
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Thomas P. Lemke                      $[____]              $[____] for service on one (1) board
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Randall S. Yanker                    $[____]              $[____] for service on one (1) board
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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.

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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.

---------------- -------------------------------------- --------------------------------------------------
 NAME AND YEAR   POSITION WITH TRUST                    PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
 OF BIRTH
---------------- -------------------------------------- --------------------------------------------------
 Michael Beattie President                              Director of Client Service, SEI Investments
 (Born: 1965)    (since 2014)                           Company, 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.
---------------- -------------------------------------- --------------------------------------------------
 Rami Abdel-     Treasurer, Controller and Chief        Director, SEI Investments, Fund Accounting since
 Rahman          Financial Officer                      June 2014. Fund Accounting Director, BNY
 (Born: 1974)    (since 2014)                           Mellon, from 2006 to 2014. Fund Accounting
                                                        Manager, JPMorgan Chase, from 1998 to 2006.
---------------- -------------------------------------- --------------------------------------------------
 Dianne M.       Vice President and Secretary           Counsel at SEI Investments since 2010. Associate
 Descoteaux      (since 2014)                           at Morgan, Lewis & Bockius LLP from 2006 to
 (Born: 1977)                                           2010.
---------------- -------------------------------------- --------------------------------------------------
 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,
                                                        The KP Funds, and O'Connor EQUUS (closed-end
                                                        investment company). 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-
 (Born: 1978)    (since 2014)                           present). Associate Counsel and Compliance
                                                        Officer, The Glenmede Trust Company, N.A.
                                                        (2011-2012). Associate, Drinker Biddle & Reath
                                                        LLP (2006-2011).
---------------- -------------------------------------- --------------------------------------------------

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---------------- -------------------------------------- --------------------------------------------------
NAME AND YEAR    POSITION WITH TRUST                    PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
OF BIRTH
---------------- -------------------------------------- --------------------------------------------------
John Y. Kim      Vice President and Assistant Secretary Attorney, SEI Investments Company (2014-
(Born: 1981)     (since 2014)                           present). Associate, Stradley Ronon Stevens &
                                                        Young, LLP (2009-2014).
------------- -------------------------------------- -----------------------------------------------------
Edward           Anti-Money Laundering Compliance       Compliance Manager of SEI Investments
McCusker         Officer and Privacy Officer            Company, May 2011 -- April 2013. Project
(Born: 1983)     (since 2014)                           Manager and AML 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.
---------------- -------------------------------------- --------------------------------------------------

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. A shareholder will at all times be entitled to aggregate cash redemptions from all funds of the Trust up to the lesser of $250,000 or 1% of the Trust's net assets during any 90-day period. The Trust has obtained an exemptive order from the SEC that permits the Trust to make in-kind redemptions to those shareholders of the Trust that are affiliated with the Trust solely by their ownership of a certain percentage of the Trust's investment portfolios.

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.

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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 the 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 each Fund's pricing time, the security will be valued at fair value as determined in good faith using methods approved by the Board.

FOREIGN SECURITIES. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Exchange rates are provided daily by recognized independent pricing agents.

DERIVATIVES AND OTHER COMPLEX SECURITIES. Exchange traded options on securities and indices purchased by the Funds 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 Funds generally are valued at their last trade price or, if there is no last trade price, the last asked price. In the case of options traded in the over-the-counter market, if the OTC option is also an exchange traded option, the Funds will follow the rules regarding the valuation of exchange traded options. If the OTC option is not also an exchange traded option, the Funds will value the option at fair value in accordance with procedures adopted by the Board.

Futures and swaps cleared through a central clearing house ("centrally cleared swaps") are valued at the settlement price established each day by the board of exchange on which they are traded. The daily settlement prices for financial futures are provided by an independent source. On days when there is excessive volume or market volatility, or the future or centrally cleared swap does not end trading by the time the Funds calculate NAV, the settlement price may not be available at the time at which each Fund calculates its NAV. On such days, the best available price (which is typically the last sales price) may be used to value a Fund's futures or centrally cleared swaps position.

Foreign currency forward contracts are valued at the current day's interpolated foreign exchange rate, as calculated using the current day's spot rate, and the thirty, sixty, ninety and one-hundred eighty day forward rates provided by an independent source.

If available, non-centrally cleared swaps, collateralized debt obligations, collateralized loan obligations and bank loans are priced based on valuations provided by an independent third party pricing agent. If a price is not available from an independent third party pricing agent, the security will be valued at fair value as determined in good faith using methods approved by the Board.

USE OF THIRD-PARTY INDEPENDENT PRICING AGENTS AND INDEPENDENT BROKERS. Pursuant
to contracts with the

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Administrator, 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.

If a security price cannot be obtained from an independent, third-party pricing agent, the Administrator shall seek to obtain a bid price from at least one independent broker.

FAIR VALUE PROCEDURES. Securities for which market prices are not "readily available" or which cannot be valued using the methodologies described above are valued in accordance with Fair Value Procedures established by the Board and implemented through the Fair Value Pricing Committee. The members of the Fair Valuation Committee report, as necessary, to the Board regarding portfolio valuation determinations. 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 Funds are valued at fair value.

Some of the more common reasons that may necessitate a security being valued using Fair Value Procedures include: the security's trading has been halted or suspended; the security has been de-listed from a national exchange; the security's primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security's primary pricing source is not able or willing to provide a price; trading of the security is subject to local government-imposed restrictions; or a significant event with respect to a security has occurred after the close of the market or exchange on which the security principally trades and before the time the Funds calculate NAV. When a security is valued in accordance with the Fair Value Procedures, the Fair Value Pricing Committee will determine the value after taking into consideration relevant information reasonably available to the Fair Value Pricing Committee.

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' prospectus. 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 the Funds' prospectus is not intended as a substitute for careful tax planning. Shareholders are urged to consult 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.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY ("RIC"). Each Fund intends to qualify and elect to be treated as a RIC. By following such a policy, each Fund expects to eliminate or reduce to a nominal amount the federal taxes to which it may be subject. If a Fund qualifies as a RIC, it will generally not be subject to federal income taxes on the net investment income and net realized capital gains that it timely distributes to its shareholders. The Board reserves the right not to maintain the qualification of a Fund 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 (which, includes dividends, taxable interest, and 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 (the "Distribution Requirement") and also must meet certain 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, and gains

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from the sale or other disposition of stock, securities, or foreign currencies, or other 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 (the "Qualifying Income Test"); and (ii) at the close of each quarter of each Fund's taxable year: (A) at least 50% of the value of each Fund's 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 and that does not represent more than 10% of the outstanding voting securities of such issuer, including the equity securities of a qualified publicly traded partnership, and (B) not more than 25% of the value of each Fund's total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Funds control and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the "Asset Test"). Although the Funds intend to distribute substantially all of its net investment income and may distribute their capital gains for any taxable year, the Funds will be subject to federal income taxation to the extent any such income or gains are not distributed.

In general, for purposes of the Qualifying Income Test described in (i) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the Funds. However, 100% of the net income derived from an interest in a "qualified publicly traded partnership" (generally, a partnership (i) interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, (ii) that derives at least 90% of its income from the passive income sources specified in Code section 7704(d), and
(iii) that derives less than 90% of its income from the qualifying income described in (i) of the prior paragraph) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership. The Funds may invest in certain MLPs which may be treated as "qualified publicly traded partnerships." As described above, income from "qualified publicly traded partnerships" is qualifying income for purposes of the Qualifying Income Test, but a Fund's investment in one or more of such "qualified publicly traded partnerships" is limited under the Asset Test to no more than 25% of the value of the Fund's assets. The Funds will monitor their investment in such "qualified publicly traded partnerships" in order to ensure compliance with the Qualifying Income Test.

The U.S. Treasury Department has authority to issue regulations that would exclude foreign currency gains from the Qualifying Income Test described above if such gains are not directly related to the Funds' business of investing in stock or securities (or options and futures with respect to stock or securities). Accordingly, regulations may be issued in the future that could treat some or all of the Funds' non-U.S. currency gains as non-qualifying income, thereby potentially jeopardizing a Fund's status as a RIC for all years to which the regulations are applicable.

The Funds are currently permitted to purchase or sell financial and physical commodities, commodity contracts based on (or relating to) physical commodities or financial commodities and securities and derivative instruments whose values are derived (in whole or in part) from physical commodities or financial commodities. These commodity-based investments will likely generate non-qualifying income for a Fund under the Qualifying Income Test. The Funds intend to carefully monitor the income from such investments in order to satisfy the Qualifying Income Test by maintaining the Funds' non-qualifying income below 10% of the Funds' gross income for a taxable year.

If a Fund fails to satisfy the Qualifying Income or Asset Tests 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.

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If a Fund fails to maintain qualification as a RIC for a tax year, and the relief provisions are not available, such Fund will be subject to federal income tax at regular corporate rates without any deduction for distributions to shareholders. In such case, its 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. The Board reserves the right not to maintain the qualification of a Fund as a RIC if it determines such course of action to be beneficial to shareholders.

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 year. 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, which provide that such losses are carried over indefinitely. If a Fund has a "net capital loss" (that is, capital losses in excess of capital gains), 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 the 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. 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 generally requires a Fund to distribute at least 90% of its annual investment company taxable income and the excess of its exempt interest income (but does not require any minimum distribution of net capital gain), a Fund will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute, by the end of the calendar year at least 98% of its ordinary income and 98.2% of its capital gain net income (the excess of short- and long-term capital gains over short- and long-term capital losses) for the one-year period ending on October 31 of such year (including any retained amount from the prior calendar year on which a Fund paid no federal income tax). The Funds intend 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 Fund 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.

DISTRIBUTIONS TO SHAREHOLDERS. The Funds receive income generally in the form of dividends and interest on investments. This income, plus net short-term capital gains, if any, less expenses incurred in the operation of a Fund, constitutes the Fund's net investment income from which dividends may be paid to you. Any distributions by a Fund 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 report 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

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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 net asset value) 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. Therefore, if you lend your shares in a Fund, such as pursuant to securities lending arrangement, you may lose the ability to treat dividends (paid while the shares are held by the borrower) as qualified dividend income. Distributions that a Fund receives from an ETF or underlying fund taxable as a RIC or a REIT will be treated as qualified dividend income only to the extent so reported by such ETF, underlying fund or REIT.

Distributions by the Funds of their net short-term capital gains will be taxable as ordinary income. Capital gain distributions consisting of a Fund's net capital gains will be taxable as long-term capital gains for individual shareholders at a maximum rate of 20% regardless of how long you have held your shares in such Fund. The Funds will report annually to their shareholders the federal tax status of all distributions made by the Funds.

In the case of corporate shareholders, Fund distributions (other than capital gain distributions) generally qualify for the dividends-received deduction to the extent such distributions are so reported and do not exceed the gross amount of qualifying dividends received by the Funds for the year. 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 such qualifying dividends (including the deducted portion) must be included in your alternative minimum taxable income calculation.

To the extent that a Fund makes a distribution of income received by such Fund in lieu of dividends (a "substitute payment") with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends received deduction for corporate shareholders.

If a Fund's distributions exceed its 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 shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in a Fund 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 net asset value 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 net asset value 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.

The Funds will inform you of the amount of your ordinary income dividends, qualified dividend income and capital gain distributions, if any, 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.

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

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which 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.

SALES, EXCHANGES OR REDEMPTIONS. Any gain or loss recognized on a sale, exchange, or redemption of shares of a Fund 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. For tax purposes, an exchange of your Fund shares for shares of a different fund is the same as a sale.

Effective 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 any capital gains realized on the sale or exchange of shares of a Fund).

The Funds (or their administrative agent) must report to the Internal Revenue Service ("IRS") and furnish to Fund shareholders the cost basis information for purchases of Fund shares. In addition to the requirement to report the gross proceeds from the sale of Fund shares, a Fund is 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, a Fund will permit shareholders to elect from among several IRS-accepted cost basis methods, including the average basis method. In the absence of an election, a Fund will use the average basis method as its default cost basis method. The cost basis method elected by a 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 their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about how cost basis reporting applies to them. Shareholders also should carefully review the cost basis information provided to them by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

TAX TREATMENT OF COMPLEX SECURITIES. The Funds may invest in complex securities and 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.

Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the Fund. These provisions may also require the Funds to mark-to-market certain types of positions in their portfolios (i.e., treat them as if they were closed out), which may cause a Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirement and for avoiding the excise tax discussed above. Accordingly, in order to avoid certain

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income and excise taxes, a Fund may be required to liquidate its investments at a time when the investment adviser might not otherwise have chosen to do so.

With respect to investments in STRIPS, Treasury Receipts, and other zero coupon securities which are sold at original issue discount and thus do not make periodic cash interest payments, a Fund will be required to include as part of its current income the imputed interest on such obligations even though the Fund has not received any interest payments on such obligations during that period. Because each Fund intends to distribute all of its net investment income to its shareholders, a Fund may have to sell Fund securities to distribute such imputed income which may occur at a time when the Adviser would not have chosen to sell such securities and which may result in taxable gain or loss.

Any market discount recognized on a bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value or adjusted issue price if issued with original issue discount. Absent an election by a Fund to include the market discount in income as it accrues, gain on the Fund's disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount.

As described above in the section describing the qualification requirements for a RIC, the Funds may invest in certain MLPs which may be treated as "qualified publicly traded partnerships." Income from qualified publicly traded partnerships is qualifying income for purposes of the Qualifying Income Test, but a Fund's investment in one or more of such qualified publicly traded partnerships is limited under the Asset Test to no more than 25% of the value of the Fund's assets. The Funds will monitor their investments in such qualified publicly traded partnerships in order to ensure compliance with the Qualifying Income and Asset Tests. MLPs and other partnerships that the Funds may invest in will deliver Form K-1s to the Funds to report their share of income, gains, losses, deductions and credits of the MLP or other partnership. These Form K-1s may be delayed and may not be received until after the time that a Fund issues its tax reporting statements. As a result, a Fund may at times find it necessary to reclassify the amount and character of its distributions to you after it issues you your tax reporting statement.

A Fund 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. The 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 the Fund's shareholders for federal income tax purposes. Dividends paid by a REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the REIT's current and accumulated earnings and profits. Capital gain dividends paid by a REIT to the Fund will be treated as long-term capital gains by the Fund and, in turn, may be distributed by the Fund to its shareholders as a capital gain distribution. Dividends received by the Fund from a REIT generally will not constitute qualified dividend income. If a REIT is operated in a manner such that it fails to qualify as a REIT, an investment in the REIT would become subject to double taxation, meaning the taxable income of the REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the REIT's current and accumulated earnings and profits.

CERTAIN FOREIGN CURRENCY TAX ISSUES. A Fund's transactions in foreign currencies and forward foreign currency contracts will generally be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause the Fund to

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recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirements and for avoiding the excise tax described above. The Funds intend to monitor their transactions, intend to make the appropriate tax elections, and intend to make the appropriate entries in their books and records when they acquire any foreign currency or forward foreign currency contract in order to mitigate the effect of these rules so as to prevent disqualification of a Fund as a RIC and minimize the imposition of income and excise taxes.

If a Fund owns shares in certain foreign investment entities, referred to as "passive foreign investment companies" or "PFICs," the Fund will generally be subject to one of the following special tax regimes: (i) the Fund may be 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 "qualified 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, 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 Fund may have to distribute to its shareholders certain "phantom" income and gain the Fund accrues with respect to its investment in a PFIC in order to satisfy the Distribution Requirement and to avoid imposition of the 4% excise tax described above. Such Fund intends to make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the effect of these rules.

FOREIGN TAXES. Dividends and interest received by a Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Funds' stocks or securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors.

If more than 50% of the value of a Fund's total assets at the close of their taxable year consists of stocks or securities of foreign corporations, the Fund will be eligible to and intends to 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 Fund, subject to certain limitations. Pursuant to the election, such Fund 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 a Fund makes the election, such Fund will report annually to their shareholders the respective amounts per share of the Fund's income from sources within, and taxes paid to, foreign countries and U.S. possessions.

Foreign tax credits, if any, received by a Fund as a result of an investment in another RIC (including an ETF which is taxable as a RIC) will not be passed through to you unless the Fund qualifies as a "qualified fund-of-funds" under the Code. If a Fund is a "qualified fund-of-funds" it will be eligible to file an election with the IRS that will enable the Fund to pass along these foreign tax credits to its shareholders. A Fund will be treated as a "qualified fund-of-funds" under the Code if at least 50% of the value of the Fund's total assets (at the close of each quarter of the Fund's taxable year) is represented by interests in other RICs. Foreign tax credits, if any, received by the Fund as a result of an investment in an ETF which is taxable as a RIC will generally not be passed through to you.

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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 a 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 strongly encouraged to consult their tax advisors regarding these issues.

BACKUP WITHHOLDING. A Fund will be required in certain cases to withhold at a 28% withholding rate and remit to the U.S. 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 effective July 1, 2014 (and proceeds of sales in respect of Fund shares (including certain capital gain dividends) received by Fund 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. A Fund will not pay any additional amounts in respect to any amounts withheld.

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 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.

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 the rules for federal income taxation described above. It is expected that a Fund will not be liable for any corporate excise, income or franchise tax in Massachusetts if it 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 the Fund. Investment in Ginnie Mae or Fannie Mae 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 a Fund.

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The Funds' shares held in a tax-qualified retirement account will generally not be subject to federal taxation on income and capital gains distributions from a Fund until a shareholder begins receiving payments from its retirement account. Because each shareholder's tax situation is different, shareholders should consult their tax advisor about the tax implications of an investment in the Funds.

FUND TRANSACTIONS

BROKERAGE TRANSACTIONS. Generally, equity securities, both listed and over-the-counter, 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 over-the-counter 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.

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 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.

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 its 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

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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 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 its "regular brokers and dealers" (as such term is defined in the 1940 Act) that the Funds held during its 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 or 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.

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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 Adviser, principal underwriter or any affiliated person of the Funds, the 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 disclose a complete schedule of investments in each Semi-Annual Report and Annual Report to Fund shareholders following the second and fourth fiscal quarters and in quarterly holdings reports filed with the SEC on Form N-Q following the first and third fiscal quarters. Semi-Annual and Annual Reports are distributed to Fund shareholders. Quarterly holdings reports filed with the SEC on Form N-Q are not distributed to Fund shareholders, but are available, free of charge, on the EDGAR database on the SEC's website at www.sec.gov.

In addition to the quarterly portfolio holdings disclosure required by applicable law, within [____] days of the end of each [____], the Fund will post its [____] holdings on the internet at http://www.[____].com. The Adviser may exclude any portion of the portfolio holdings from publication when deemed in the best interest of the Funds. Beginning on the day after any portfolio holdings information is posted on the Funds' website, such information will be delivered directly to any person that requests it, through electronic or other means. The portfolio holdings information placed on the Funds' website generally will remain there until replaced by new postings as described above.

The Funds' policies and procedures provide that the Authorized Person may authorize disclosure of portfolio holdings information to third parties at differing times and/or with different lag times then the information posted to the internet; provided that the recipient is, either by contractual agreement or otherwise by law, (i) required to maintain the confidentiality of the information and (ii) prohibited from using the information to facilitate or assist in any securities transactions or investment program. The Funds will review a third party's request for portfolio holdings information to determine whether the third party has legitimate business objectives in requesting such information.

The Trust's 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, Adviser and their affiliates or recipient 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. The Administrator may disclose portfolio holdings information to rating agencies and similar parties as part of its services to the Funds if such disclosure is made in the best interests of shareholders, as determined by the Trust's president and chief compliance officer. Portfolio holdings information may be disclosed no more frequently than monthly to such parties. Monthly disclosures will not be made sooner than three (3) days after the date of the information.

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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.

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 record 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
[_____]; 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 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 initial public offerings 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.

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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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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 RATINGS

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 GLOBAL LONG-TERM 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 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 Aa 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.

A-1

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 MOODY'S GLOBAL SHORT-TERM RATINGS

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 U.S. MUNICIPAL SHORT-TERM OBLIGATION RATINGS

The Municipal Investment Grade ("MIG") scale is used to rate U.S. 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.

Moody's U.S. municipal short-term obligation ratings are as follows:

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.

A-2

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 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.

Moody's demand obligation ratings are as follows:

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 S&P'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. Medium-term notes are assigned long-term ratings.

Issue credit ratings are based, in varying degrees, on S&P'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;

A-3

o Nature of and provisions of the obligation; and the promise S&P imputes;

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.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

DESCRIPTION OF S&P'S LONG-TERM ISSUE CREDIT RATINGS*

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. The 'CC' rating is

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used when a default has not yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.

C An obligation rated 'C' is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.

D An obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, 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 five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.

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

* 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.

DESCRIPTION OF S&P'S 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 default or in breach of an imputed promise. For non-hybrid capital instruments, 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

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taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.

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, S&P'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

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 ratings 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

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

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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 non-payment 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 RATINGS

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.

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

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

C Exceptionally high levels of credit risk. '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 'CCC'.

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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.

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

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 and 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)(i) Investment Advisory Agreement, dated February 19, 2014, between the Registrant and NorthPointe Capital LLC, relating to the NorthPointe Micro Cap Equity Fund, NorthPointe Small Cap Growth Fund, NorthPointe Small Cap Value Fund, and NorthPointe Large Cap Value Fund (together, the "NorthPointe Funds"), is incorporated herein by reference to Exhibit (d)(1) of the Registrant's Pre-Effective Amendment No. 2 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000199 on March 18, 2014.

(d)(1)(ii) Investment Advisory Agreement between the Registrant and Nomura Asset Management U.S.A. Inc. ("NAM USA"), relating to the Nomura High Yield Fund, to be filed by amendment.

(d)(1)(iii) Investment Advisory Agreement, dated July 17, 2014, between the Registrant and Rothschild Larch Lane Management Company LLC ("Rothschild Larch Lane"), relating to the Rothschild Larch Lane Alternatives Fund, is incorporated herein by reference to Exhibit (d)(1)(iii) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(d)(1)(iv) Form of Investment Advisory Agreement between the Registrant and Logan Circle Partners L.P. ("Logan Circle Partners"), relating to the Logan Circle Partners Core Plus Fund, Logan Circle Partners High Yield Fund, Logan Circle Partners Multi-Sector Fixed Income Fund, and Logan Circle Partners Select Growth Equity Fund (together, the "Logan Circle Partners Funds"), is filed herewith.

(d)(2)(i) Investment Sub-Advisory Agreement between NAM USA and Nomura Corporate Research and Asset Management Inc. ("NCRAM") to be filed by amendment.

(d)(2)(ii) Investment Sub-Advisory Agreement, dated July 17, 2014, between Rothschild Larch Lane and Ellington Management Group, L.L.C. ("Ellington"), is incorporated herein by reference to Exhibit (d)(2)(ii) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(d)(2)(iii) Investment Sub-Advisory Agreement, dated July 17, 2014, between Rothschild Larch Lane and Karya Capital Management LP ("Karya"), is incorporated herein by reference to Exhibit (d)(2)(iii) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(d)(2)(iv) Investment Sub-Advisory Agreement, dated July 17, 2014, between Rothschild Larch Lane and Mizuho Alternative Investments, LLC ("MAI"), is incorporated herein by reference to Exhibit (d)(2)(iv) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(d)(2)(v) Investment Sub-Advisory Agreement, dated July 17, 2014, between Rothschild Larch Lane and Winton Capital Management Ltd. ("Winton"), is filed herewith.

(d)(3)(i) Expense Limitation Agreement, dated February 19, 2014, between the Registrant and NorthPointe Capital LLC, relating to the NorthPointe Funds, is incorporated herein by reference to Exhibit (d)(2) of the Registrant's Pre-Effective Amendment No. 3 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000204 on March 19, 2014.

(d)(3)(ii) Expense Limitation Agreement between the Registrant and NAM USA, relating to the Nomura High Yield Fund, to be filed by amendment.

(d)(3)(iii) Expense Limitation Agreement, dated July 17, 2014, between the Registrant and Rothschild Larch Lane, relating to the Rothschild Larch Lane Alternatives Fund, is incorporated herein by reference to Exhibit (d)(3)(iii) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(d)(3)(iv) Form of Expense Limitation Agreement between the Registrant and Logan Circle Partners, relating to the Logan Circle Partners Funds, is filed herewith.

(e) Distribution Agreement, dated February 12, 2014, between the Registrant and SEI Investments Distribution Co., is incorporated herein by reference to Exhibit (e) of the Registrant's Pre-Effective Amendment No. 2 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000199 on March 18, 2014.

(f) Not Applicable.

(g)(1)(i) Custodian Agreement, dated February 19, 2014, between the Registrant and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) is incorporated herein by reference to Exhibit (g) of the Registrant's Pre-Effective Amendment No. 2 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000199 on March 18, 2014.

(g)(1)(ii) Amended Schedule I, dated June 1, 2014, to the Custodian Agreement, dated February 19, 2014, between the Registrant and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) is incorporated herein by reference to Exhibit (g)(1)(ii) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(g)(2) Custodian Agreement between the Registrant and Citibank, N.A., to be filed by amendment.

(g)(3) Form of Custodian Agreement between the Registrant and Brown Brothers Harriman & Co. is filed herewith.

(h)(1)(i) Administration Agreement, dated February 12, 2014, between the Registrant and SEI Investments Global Funds Services ("SEI GFS"), is incorporated herein by reference to Exhibit (h)(1) of the Registrant's Pre-Effective Amendment No. 2 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000199 on March 18, 2014.

(h)(1)(ii) Series Schedule relating to the NorthPointe Funds, dated March 14, 2014, to the Administration Agreement, dated February 12, 2014, between the Registrant and SEI GFS, is incorporated herein by reference to Exhibit (h)(2) of the Registrant's Pre-Effective Amendment No. 2 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000199 on March 18, 2014.

(h)(1)(iii) Series Schedule relating to the Nomura High Yield Fund, dated March 27, 2014, to the Administration Agreement, dated February 12, 2014, between the Registrant and SEI GFS, to be filed by amendment.

(h)(1)(iv) Series Schedule relating to the Rothschild Larch Lane Alternatives Fund, dated April 30, 2014, to the Administration Agreement, dated February 12, 2014, between the Registrant and SEI GFS, is incorporated herein by reference to Exhibit (h)(1)(iv) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(h)(1)(v) Form of Series Schedule relating to the Logan Circle Partners Funds to the Administration Agreement, dated February 12, 2014, between the Registrant and SEI GFS is filed herewith.

(h)(2) Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., is incorporated herein by reference to Exhibit (h)(4) of the Registrant's Pre-Effective Amendment No. 2 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000199 on March 18, 2014.

(h)(3)(i) Shareholder Services Plan, dated February 12, 2014, is incorporated herein by reference to Exhibit (h)(3) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(h)(3)(ii) Amended Exhibit A to the Shareholder Services Plan, dated February 12, 2014, is filed herewith.

(i) Opinion and Consent of Counsel, Morgan, Lewis and Bockius, LLP, to be filed by amendment.

(j) Not Applicable.

(k) Not Applicable.

(l) Initial Capital Agreement, dated March 4, 2014, is incorporated herein by reference to Exhibit (l) of the Registrant's Pre-Effective Amendment No. 2 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000199 on March 18, 2014.

(m) Distribution Plan, dated May 15, 2014, relating to Investor Class Shares of the Rothschild Larch Lane Alternatives Fund, is incorporated herein by reference to Exhibit (m) of Post-Effective Amendment No. 7

to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(n) Registrant's Amended and Restated Rule 18f-3 Multiple Class Plan, dated February 12, 2014, including Schedules and Certificates of Class Designation thereto, is filed herewith.

(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 GFS 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.

(p)(5) NAM USA and NCRAM Code of Ethics, dated August 2013, is incorporated herein by reference to Exhibit (p)(5) of the Registrant's Post-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000226 on March 31, 2014.

(p)(6) Rothschild Larch Lane Code of Ethics, dated April 2014, is incorporated herein by reference to Exhibit (p)(6) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(p)(7) Ellington Code of Ethics, dated May 1, 2014, is incorporated herein by reference to Exhibit (p)(7) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(p)(8) Karya Code of Ethics is incorporated herein by reference to Exhibit
(p)(8) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(p)(9) MAI Code of Ethics, dated April 8, 2014, is incorporated herein by reference to Exhibit (p)(9) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(p)(10) Winton Code of Ethics, dated January 2014, is incorporated herein by reference to Exhibit (p)(10) of Post-Effective Amendment No. 7 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000491 on July 25, 2014.

(p)(11) Logan Circle Partners Code of Ethics is filed herewith.

(q)(1) Powers of Attorney, each dated February 12, 2014, for Michael Beattie, 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.

(q)(2) Power of Attorney, dated May 15, 2014, for Terrence O. Jones is incorporated herein by reference to Exhibit (q)(2) of the Registrant's Post-Effective Amendment No. 3 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000416 on June 12, 2014.

(q)(3) Power of Attorney, dated September 18, 2014, for Rami Abdel-Rahman is filed herewith.

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.

ELLINGTON MANAGEMENT GROUP, L.L.C.

Ellington Management Group, L.L.C. ("Ellington") serves as investment sub-adviser for the Registrant's Rothschild Larch Lane Alternatives Fund. The principal address of Ellington is 53 Forest Avenue, Old Greenwich, Connecticut 06870. Ellington is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Ellington has a number of affiliates which undertake investment advisory related activities, including, without limitation, several SEC registered investment adviser entities and entities which act as the general partner or in a similar capacity for the private fund managed by Ellington (together, the "Ellington Affiliates"). The executive officers of Ellington generally act in the same capacity for the Ellington Affiliates as they do for Ellington. Ellington also has an affiliated FINRA registered broker-dealer for which certain executive officers of Ellington serve as officers.

KARYA CAPITAL MANAGEMENT LP

Karya Capital Management LP ("Karya") serves as investment sub-adviser for the Registrant's Rothschild Larch Lane Alternatives Fund. The principal address of Karya is 1330 Avenue of the Americas, Suite 520, New York, New York 10019. Karya is an investment adviser registered under the Investment Advisers Act of 1940, as amended. During the fiscal years ended October 31, 2012 and 2013, no director, officer or partner of Karya engaged 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.

LOGAN CIRCLE PARTNERS L.P.

Logan Circle Partners L.P. ("Logan Circle Partners") serves as investment adviser for the Registrant's Logan Circle Partners Core Plus Fund, Logan Circle Partners High Yield Fund, Logan Circle Partners Multi-Sector Fixed Income Fund, and Logan Circle Partners Select Growth Equity Fund. The principal address of Logan Circle Partners is Three Logan Square, 1717 Arch Street, Suite 1500, Philadelphia, PA

19103. Logan Circle Partners is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is provided as of [date]. [To be updated by amendment]

--------------------------------------------------------------------------------
NAME AND POSITION                                       CONNECTION WITH
WITH INVESTMENT ADVISER      NAME OF OTHER COMPANY      OTHER COMPANY
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

MIZUHO ALTERNATIVE INVESTMENTS, LLC

Mizuho Alternative Investments, LLC ("MAI") serves as investment sub-adviser for the Registrant's Rothschild Larch Lane Alternatives Fund. The principal address of MAI is 757 Third Avenue, 8th Floor, New York, New York 10017. MAI 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 WITH           NAME AND PRINCIPAL                CONNECTION WITH OTHER
INVESTMENT ADVISER               BUSINESS ADDRESS OF OTHER         COMPANY
                                 COMPANY
---------------------------------------------------------------------------------------------------------
Morikuni Shimoyamada             Mizuho Financial Group, Inc.      General Manager of Global
President & Chief Executive      Otemachi Tower, 1--5--5           Career Management Office,
Officer                          Otemachi, Chiyoda--ku, Tokyo      Group Human Resources
                                 100--8176, Japan                  Division
---------------------------------------------------------------------------------------------------------
Chris Crawford                   Vegasoul LLC                      Chief Operating Officer
Chief Operating Officer          55 Broad Street
                                 New York, NY 10004
---------------------------------------------------------------------------------------------------------
Michael R. Schwenk               Platinum Grove Asset              Principal, General Counsel &
General Counsel & Chief          Management, L.P.                  Chief Compliance Officer
Compliance Officer               287 Bowman Avenue
                                 Purchase, NY 10577
---------------------------------------------------------------------------------------------------------

NOMURA ASSET MANAGEMENT U.S.A. INC.

Nomura Asset Management U.S.A. Inc. ("NAM USA") serves as investment adviser for the Registrant's Nomura High Yield Fund. The principal address of NAM USA is Worldwide Plaza, 309 West 49th Street, New York, New York 10019. NAM USA is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is provided as of [date]. [To be updated

by amendment]

--------------------------------------------------------------------------------
NAME AND POSITION                                       CONNECTION WITH
WITH INVESTMENT ADVISER      NAME OF OTHER COMPANY      OTHER COMPANY
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.

Nomura Corporate Research and Asset Management Inc. ("NCRAM") serves as investment sub-adviser for the Registrant's Nomura High Yield Fund. The principal address of NCRAM is Worldwide Plaza,

309 West 49th Street, New York, New York 10019. NCRAM is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is provided as of [date]. [To be updated by

amendment]

--------------------------------------------------------------------------------
NAME AND POSITION                                       CONNECTION WITH
WITH INVESTMENT ADVISER      NAME OF OTHER COMPANY      OTHER COMPANY
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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, MI 48221
                                -------------------------------------------------------------------------
                                Children's Hospital of Michigan        Finance Committee
                                Foundation
                                3901 Beaubien
                                Detroit, MI 48201
---------------------------------------------------------------------------------------------------------

ROTHSCHILD LARCH LANE MANAGEMENT COMPANY LLC

Rothschild Larch Lane Management Company LLC ("Rothschild Larch Lane") serves as investment adviser for the Registrant's Rothschild Larch Lane Alternatives Fund. The principal address of Rothschild Larch Lane is 800 Westchester Ave., S-528, Rye Brook, New York 10573. Rothschild Larch Lane 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
---------------------------------------------------------------------------------------------------------
Mark Jurish                      Larch Lane Advisors LLC          Chief Executive Officer, Chief
Investment Committee Member      800 Westchester Ave., S-528      Investment Officer, Partner
                                 Rye Brook, NY 10017
---------------------------------------------------------------------------------------------------------
Geoffrey Doyle                   Larch Lane Advisors LLC          Director of Research, Partner
Investment Committee Member      800 Westchester Ave., S-528
                                 Rye Brook, NY 10017
---------------------------------------------------------------------------------------------------------
Charles Korchinski               Larch Lane Advisors LLC          Research Analyst, Partner
Investment Committee Member      800 Westchester Ave., S-528
                                 Rye Brook, NY 10017
---------------------------------------------------------------------------------------------------------
Ross Weissman                    Larch Lane Advisors LLC          Chief Financial Officer, Partner
Manager                          800 Westchester Ave., S-528
                                 Rye Brook, NY 10017
---------------------------------------------------------------------------------------------------------
David Katz                       Larch Lane Advisors LLC          President, Chief Operating
Manager                          800 Westchester Ave., S-528      Officer, Partner
                                 Rye Brook, NY 10017
---------------------------------------------------------------------------------------------------------
Stephen McShea                   Larch Lane Advisors LLC          General Counsel, Chief
Chief Compliance Officer         800 Westchester Ave., S-528      Compliance Officer, Partner
                                 Rye Brook, NY 10017
---------------------------------------------------------------------------------------------------------
Michael Tamasco                  Rothschild Asset Management      Managing Director, Co-Head
Management Committee             Inc.
Member                           1251 Avenue of the Americas
                                 New York, NY 10020
---------------------------------------------------------------------------------------------------------
Marc Romano                      Rothschild HDF Investment        Director General, Chief
Management Committee             Solutions                        Executive Officer
Member                           3, rue de Messine
                                 75008 Paris France
---------------------------------------------------------------------------------------------------------
Marc Romano                      Guthoga-Romano                   Owner and Director
Management Committee             209 rue Francoise Dolto
Member                           34070 Montpellier
---------------------------------------------------------------------------------------------------------
Christophe Jaubert               Rothschild HDF Investment        Staff, Portfolio Manager
Investment Committee Member      Solutions
                                 3, rue de Messine
                                 75008 Paris France
---------------------------------------------------------------------------------------------------------
Nicolas de Croisset              Rothschild Asset Management      Managing Director, Portfolio
Investment Committee Member      Inc.                             Manager
                                 1251 Avenue of the Americas
                                 New York, NY 10020
---------------------------------------------------------------------------------------------------------
Ki Akrami                        Rothschild Asset Management      Managing Director, Portfolio
Investment Committee Member      Inc.                             Manager
                                 1251 Avenue of the Americas
                                 New York, NY 10020
---------------------------------------------------------------------------------------------------------

WINTON CAPITAL MANAGEMENT LTD.

Winton Capital Management Ltd. ("Winton") serves as investment sub-adviser for the Registrant's Rothschild Larch Lane Alternatives Fund. The principal address of Winton is Grove House, 27 Hammersmith Grove, London, United Kingdom W60NE. Winton 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
---------------------------------------------------------------------------------------------------------
David Harding                    Winton Futures Fund Limited       Director
CEO and Chairman                 Kingston Chambers
                                 PO Box 173
                                 Road Town, Tortola, VG 1110
                                 British Virgin Islands
                                 ------------------------------------------------------------------------
                                 Winton Evolution Fund Limited     Director
                                 PO Box 309
                                 Ugland House
                                 Grand Cayman, KY1-1104
                                 Cayman Islands
                                 ------------------------------------------------------------------------
                                 Winton Charitable Foundation      Trustee
                                 16 Old Bailey
                                 London EC4M 7EG
                                 UK
                                 ------------------------------------------------------------------------
                                 David and Claudia Harding         Trustee
                                 Foundation
                                 Grove House
                                 27 Hammersmith Grove
                                 London W6 0NE
                                 UK
                                 ------------------------------------------------------------------------
                                 Managed Funds Association         Director
                                 600 14th Street, N.W.
                                 Suite 900
                                 Washington, DC 20005
---------------------------------------------------------------------------------------------------------

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 Trust                                         September 8, 2010
Adviser Managed Trust                                         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
J.P. Morgan Exchange-Traded Fund Trust                        February 20, 2014
O'Connor EQUUS                                                June 18, 2014

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:

Citibank, N.A.
399 Park Ave.
New York, New York, 10022

MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) 350 California Street
6th Floor
San Francisco, California 94104

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109-3661

(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:

Ellington Management Group, L.L.C.
53 Forest Avenue
Old Greenwich, Connecticut 06870

Karya Capital Management LP
1330 Avenue of the Americas

Suite 520
New York, New York 10019

Logan Circle Partners L.P.
Fortress Investment Group LLC
Three Logan Square
1717 Arch Street, Suite 1500
Philadelphia, PA 19103

Mizuho Alternative Investments, LLC
757 Third Avenue
8th Floor
New York, NY 10017

Nomura Asset Management U.S.A. Inc.
Worldwide Plaza
309 West 49th Street
New York, New York 10019

Nomura Corporate Research and Asset Management Inc. Worldwide Plaza
309 West 49th Street
New York, New York 10019

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

Rothschild Larch Lane Management Company LLC 800 Westchester Ave.

S-528

Rye Brook, New York 10573

Winton Capital Management Ltd.
27 Hammersmith Grove
London, United Kingdom W60NE

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 Post-Effective Amendment No. 12 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 7th day of October, 2014.

THE ADVISORS' INNER CIRCLE FUND III

By: *

Michael Beattie President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 12 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                      October 7, 2014
------------------------------
William M. Doran

                    *               Trustee                      October 7, 2014
------------------------------
Jon C. Hunt

                    *               Trustee                      October 7, 2014
------------------------------
Thomas P. Lemke

                    *               Trustee                      October 7, 2014
------------------------------
Randall S. Yanker

                    *               Trustee                      October 7, 2014
------------------------------
Terrence O. Jones

                    *               President                    October 7, 2014
------------------------------
Michael Beattie

                    *               Treasurer, Controller &      October 7, 2014

------------------------------ Chief Financial Officer Rami Abdel-Rahman

* By: /s/ Dianne M. Descoteaux
      ------------------------------
      Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT         DESCRIPTION

(d)(1)(iv)      Form of Investment Advisory Agreement between the Registrant and
                Logan Circle Partners, relating to the Logan Circle Partners
                Funds

(d)(2)(v)       Investment Sub-Advisory Agreement, dated July 17, 2014, between
                Rothschild Larch Lane and Winton Capital Management Ltd.

(d)(3)(iv)      Form of Expense Limitation Agreement between the Registrant and
                Logan Circle Partners, relating to the Logan Circle Partners
                Funds

(g)(3)          Form of Custodian Agreement between the Registrant and Brown
                Brothers Harriman & Co.

(h)(1)(v)       Form of Series Schedule relating to the Logan Circle Partners
                Funds to the Administration Agreement, dated February 12, 2014,
                between the Registrant and SEI Investments Global Funds Services

(h)(3)(ii)      Amended Exhibit A to the Shareholder Services Plan, dated
                February 12, 2014

(n)             Registrant's Amended and Restated Rule 18f-3 Multiple Class
                Plan, dated February 12, 2014, including Schedules and
                Certificates of Class Designation thereto

(p)(11)         Logan Circle Partners Code of Ethics

(q)(3)          Power of Attorney, dated September 18, 2014, for Rami
                Abdel-Rahman

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this ______ 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 LOGAN CIRCLE PARTNERS, L.P. (the "Adviser"), a Pennsylvania limited partnership with its principal place of business at 1717 Arch Street, Suite 1500, Philadelphia, PA 19103.

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 (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 advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what investment instruments shall be purchased for the Funds, what investment instruments shall be held or sold by the Funds and what portion of each Fund's 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 each Fund, 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 each Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of 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 each Fund's assets or to otherwise exercise its right to control the overall management of each 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, regulations and case law 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 each Fund, and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting each Fund's portfolio investment instruments and performing the Adviser's obligations hereunder, the Adviser shall cause each 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 each Fund's securities to the Adviser. So long as proxy voting authority for the Funds 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 the 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 each Fund and its shareholders.

Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of the Funds in any contemplated or actual legal proceedings, including

but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Adviser will not be responsible for determining a Fund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the Fund, or for taking any action in connection with such proceeding, and the Trust expressly reserves this authority for itself.

(d) Recordkeeping. The Adviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Funds, except as otherwise provided Records shall be available to the Board during business hours upon request, shall be delivered to the Trust upon the termination of this Agreement and shall be available without undue delay during any day the Trust is open for business 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").

(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 investment instrument held by a 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 promptly notify the Trust of any material violation of the Code, whether or not such violation relates to an investment instrument held by a Fund.

3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its 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 promptly upon detection of (i) any material failure to manage a Fund in accordance with its investment limitations as set forth in the Fund's Statement of Additional Information, as amended from time to time (the "Investment Limitations") or any applicable law; or (ii) any material breach of any of the Investment Limitations or the Adviser's policies and procedures that pertain to a Fund. 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 provide the Trust with any information reasonably requested regarding its management of the Fund 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 Fund 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 investment instruments for the account of the Funds, 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 or other investments for the 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 Funds the most favorable execution and net price available under the circumstances. It is also understood that it is desirable for the Funds that the Adviser have access to brokerage and research services provided by brokers who may execute brokerage transactions at a higher cost to the Funds 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 or other investments for the Funds 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 the 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 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 the 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 each 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 the Funds 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 the Funds.

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 the Fund's expenses, including brokerage and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a) Properly Registered. The Adviser is registered as an investment adviser under the Advisers Act, and 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 II and will, promptly after filing any amendment to its Form ADV with the SEC updating its Part II, 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, each Fund's Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Funds (collectively the "Disclosure Documents") that are provided to the Adviser for review. Adviser represents and warrants that it will review such Disclosure Documents to ensure they contain no untrue statement of any material fact related to the Adviser and its investment strategy and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements related to the Adviser and its investment strategy therein not misleading.

(d) Use Of The Name "Logan Circle Partners". The Adviser has the right to use the name "Logan Circle Partners" 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 "Logan Circle Partners" in connection with the management and operation of the Fund. 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 "Logan Circle Partners."

(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 investment instruments for the Funds, and that all selections shall be done in accordance with what is in the best interest of the Funds.

(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 each Fund first, ahead of their own interests, in all personal trading scenarios that may involve a conflict of interest with a Fund, consistent with its fiduciary duties under applicable law.

(h) Binding and Enforceable. Each party hereto represents and warrants that this Agreement is binding upon it and enforceable in accordance with its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights or general principles of equity.

(i) Each party hereto represents and warrants that it has complied with and will continue to comply with all laws, rules and regulations or court and governmental orders by which it is bound or to which it is subject in connection with the execution and performance of this Agreement.

(j) Each party hereto represents and warrants has and will continue to have all governmental, regulatory, self-regulatory and exchange licences, registrations, memberships, and approvals required to discharge its obligations under this Agreement.

(k) 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 "LOGAN CIRCLE PARTNERS". For the duration of this Agreement, the

Adviser grants to the Trust a limited, non-exclusive, non-transferable, non-sublicensable license to use the name "Logan Circle Partners" (the "Name") as part of the name of the Fund solely in the United States. All goodwill associated with use of the Name by the Trust in accordance with this Section 8 shall inure to the benefit of the Advisor and its affiliates, as applicable. The Trust acknowledges that the Adviser and its affiliates are the sole and exclusive owners of all rights in and to the name "Logan Circle Partners" and any logos or designs associated therewith, and the Trust agrees that it shall have no right to use the name "Logan Circle Partners" other than as expressly set forth herein. Nothing herein shall preclude or diminish in any way the rights of the Adviser or its affiliates to use the Name in any capacity whatsoever, 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; and (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 make any changes to such promotional or other materials as may be requested by the Advisor; and (b) change the name of the 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 the Fund; provided, however, that the Trust may continue to use solely as reasonably necessary 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 each Fund.

The method for determining net assets of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in each 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 the Funds in any way or otherwise be deemed to be an agent of the Trust or the Funds. If any occasion should arise in which the Adviser gives any advice to its clients concerning the shares of the Funds, the Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds.

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 a 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 a Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund 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 Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and

(d) Termination of this Agreement pursuant to this Section shall be without payment of any penalty.

In the event of termination of this Agreement for any reason, the Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of a 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. CLIENT LIST. The Trust permits the Adviser and any sub-adviser to (i) market the Funds; and (ii) include a Fund's performance in a composite performance presentation of similar accounts.

14. CERTAIN DEFINITIONS. For the purposes of this Agreement:

(a) "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.

(b) "Interested persons" and "Assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.

15. LIABILITY OF THE ADVISER.

(a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) directly related to its' statements in each Fund's Disclosure Documents.

(b) The Adviser its affiliates, and its and their respective officers, directors, members, principals, shareholders, controlling persons, representatives, partners, managers, employees, agents, affiliates or assigns shall not be liable to a Fund for any loss, claims, damages, expenses or liabilities ("Losses") except for Losses incurred by the Fund as a result of
(i) any investment made by the Adviser in contravention of: (a) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (b) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments") and (ii) the Losses described in subsection (c) below.

(c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all Losses (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact made by the Adviser in any Disclosure Document or the Adviser's omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to

make the statements therein not misleading; ; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. The Adviser shall neither be liable to any Indemnified Party for any Loss suffered as a consequence of any action or inaction of any administrator, custodian or transfer agent appointed by the Funds. To the extent permitted by applicable the law, the Adviser shall not be liable for indirect, special, incidental, punitive or consequential Losses.

16. 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.

17. 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.

18. 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.

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

20. 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.

21. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22. SUB-SERVICES AGREEMENTS. The Sub-Adviser may enter into agreements with one or more of its affiliates to provide non-discretionary services for a Fund without notice to or consent from the Fund or Adviser. The Sub-Adviser shall be responsible for all activities carried out by such affiliates with respect to the Fund under such sub-services agreement.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.

THE ADVISORS' INNER CIRCLE FUND III, on behalf of the Funds listed on Schedule A

By: ________________________ Name: Michael Beattie Title: President

LOGAN CIRCLE PARTNERS L.P.

By:_________________________
Name:
Title:

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED ______ BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
LOGAN CIRCLE PARTNERS L.P.

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 each Fund in accordance the following fee schedule:

FUND                                                                   RATE
Core Plus Fund                                                         0.40%
High Yield Fund                                                        0.55%
Multi-Sector Fixed Income Fund                                         0.55%
Select Growth Equities Fund                                            0.65%

A-1

SUB-ADVISORY AGREEMENT

This Sub-Advisory Agreement ("AGREEMENT") is made as of July 17, 2014, between Rothschild Larch Lane Management Company LLC, a Delaware limited liability company located at 800 Westchester Ave., S-528, Rye Brook, NY 10573 ("MANAGER"), and Winton Capital Management Limited, a limited liability company whose registered office is 16 Old Bailey, London, EC4M 7EG ("SUB-ADVISER").

WITNESSETH:

WHEREAS, The Advisors' Inner Circle Fund III, a Delaware statutory trust ("TRUST") is registered under the Investment Company Act of 1940, as amended ("1940 ACT"), as an open-end management investment company and has established one or more separate series of shares ("SERIES") with each Series having its own assets and investment policies; and

WHEREAS, Trust has retained Manager to provide investment advisory and administrative services to certain of the Series of the Trust pursuant to an Investment Advisory Agreement dated July 17, 2014, which agreement specifically provides for the retention of a sub-adviser to provide the investment advisory services described therein; and

WHEREAS, Manager desires to retain Sub-Adviser to furnish investment advisory and portfolio management services to the portion of each Series listed in Schedule A hereto that has been allocated to Sub-Adviser by the Manager and to the portion of such other Series of Trust hereinafter established as agreed to from time to time by the parties ("ALLOCATED PORTION"), evidenced by an addendum to Schedule A (hereinafter "SERIES" shall refer to each Series which is subject to this Agreement), and the Sub-Adviser is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. SERVICES AND RESPONSIBILITIES OF THE SUB-ADVISER

1.1. INVESTMENT MANAGEMENT SERVICES.

1.1.1. Subject to the general oversight of the Manager, and in accordance with the Series' investment objectives, policies and restrictions stated in the Trust's registration statement on Form N-1A with respect to the Series, as amended and supplemented from time to time ("REGISTRATION STATEMENT"), the Sub-Adviser shall act as the investment sub-adviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Allocated Portion in a manner consistent with the Series' investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, as may be amended from time to time by mutual agreement of the parties hereto, and (iii) determine from time to time securities or other assets/instruments to be purchased, sold, retained, borrowed or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or

dealer. The Sub-Adviser shall determine what portion of the Allocated Portion's assets will be invested or held uninvested as cash. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Series in the same manner and with the same force and effect as the Series itself 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. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Manager, use reasonable efforts to effect such portfolio transactions for the Allocated Portion as the Manager may from time to time direct; provided however, that (i) such instructions are consistent with Schedule B hereto, as may be amended from time to time; and (ii) the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Manager. No reference in this Agreement to the Sub-Adviser having full discretionary authority over the Series' investments shall in any way limit the right of the Manager, in its sole discretion, to establish or revise policies in connection with the management of the Series' assets or to otherwise exercise its right to control the overall management of the Series' assets.

1.1.2. The Manager has the right at any time to reallocate the portion of a Series' assets allocated to the Allocated Portion pursuant to this Agreement if the Manager deems such reallocation appropriate.

1.1.3. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Allocated Portion in accordance with any written policies, practice or procedures that may be established by the Board of Trustees of the Trust (the "BOARD") or the Manager from time to time and which have been provided to the Sub-Adviser, consistent with those described in the Series' prospectus and statement of additional information, as each may be amended from time to time. In placing any orders for the purchase or sale of investments for the Series, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Allocated Portion "best execution", considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Manager or the Sub-Adviser, or any of their affiliated persons, except in accordance with the 1940 Act, the Investment Advisers Act of 1940, as amended ("ADVISERS ACT"), and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Series.

1.1.4. Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Board, on behalf of the Series, the Sub-Adviser agrees that it will not execute any portfolio transactions for the Allocated Portion with a broker or dealer which is (i) an affiliated person of the Series, including the Manager or any sub-adviser for the Series; (ii) a principal underwriter of the Series' shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; provided, in all cases, that the Manager has provided the Sub-Adviser with a written list of all such persons who are not affiliated persons of the Sub-Adviser, or affiliated persons of such persons. The Sub-Adviser agrees that it will provide the Manager with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as necessary.

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1.1.5. Subject to appropriate policies and procedures approved by the Board, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT") cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Sub-Adviser and the Allocated Portion an amount of commission for effecting a Series transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities to the Series or its other advisory clients.

1.1.6. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Portion as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Allocated Portion and to its other clients over time.

1.1.7. Upon the Manager's reasonable request, the Sub-Adviser shall provide, or procure the provision of, reasonable assistance to the Manager, the custodian or recordkeeping agent for the Trust in order to help such party determine the value of any assets of the Allocated Portion, consistent with the procedures and policies stated in the Registration Statement, and the Trust's Valuation Procedures, as may be amended and supplemented from time to time. This assistance includes (but is not limited to): (i) (iii) upon the reasonable request of the Manager or the custodian, providing information related to the pricing of portfolio securities; and (ii) maintaining records with respect to each instance of securities valuation assistance provided hereunder, and providing such information to the Manager or the Trust upon reasonable request, with such records being deemed Trust records. The parties acknowledge that the Sub-Adviser and the custodian or recordkeeping agent of the Series may use different pricing vendors, which may result in valuation discrepancies. Notwithstanding the foregoing, the Manager understands and agrees that the Board, and not the Sub-Adviser or any of its affiliates, is ultimately responsible for the valuation of all portfolio securities or other assets held by the Trust on behalf of the Series (including those held in the Allocated Portion).

1.1.8. The Manager and the Trust, on behalf of the Series, hereby authorizes any entity or person associated with the Sub-Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

1.1.9. The Sub-Adviser shall discharge the foregoing responsibilities in compliance with applicable laws and regulations and consistent with the investment objectives, policies and restrictions of the Series as adopted by the Board, and subject to such further

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limitations as the Trust may from time to time impose on the Series by written notice to the Sub-Adviser.

1.1.10. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust, Series or the Manager in any way or otherwise be deemed an agent of the Trust, Series or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Sub-Adviser.

1.2. ADMINISTRATIVE SERVICES. The Sub-Adviser shall:

1.2.1. BOOKS AND RECORDS. Assure that all records required to be maintained and preserved by Trust and/or the Series with respect to securities transactions of the Allocated Portion are maintained and preserved by it or on its behalf in accordance with applicable laws and regulations.

1.2.2. REPORTS AND FILINGS. Provide reasonable assistance as needed in the preparation of (but not pay for) all periodic reports by Trust or the Series to shareholders of the Series and all reports and filings required to maintain the registration and qualification of the Series, or to meet other regulatory or tax requirements applicable to the Series, under federal and state securities and tax laws. Sub-Adviser shall review draft reports to shareholders, Registration Statements and other documents provided to the Sub-Adviser (or portions thereof), in each case that relate to the Allocated Portion or the Sub-Adviser, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information relating to the Sub-Adviser or the Allocated Portion contained in such reports or other documents. Sub-Adviser will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held in the Allocated Portion.

1.2.3. REPORTS TO THE MANAGER AND THE BOARD OF TRUSTEES. Prepare and furnish to Manager and/or the Board such reports, statistical data and other information in such form and at such intervals as Manager and/or the Board may reasonably request. Sub-Adviser shall also make available to the Manager and the Board at reasonable times appropriate personnel as mutually agreed by the Manager and Sub-Adviser, either in person or, at the mutual convenience of the Manager, the Board and the Sub-Adviser, by telephone or other electronic media, in order to review the investment policies, performance and other matters relating to the management of the Series;

1.2.4. NOTIFICATIONS AND CERTIFICATIONS. The following notifications and certifications shall be provided hereunder:

(i) Each party shall promptly notify the other in the event that it becomes aware that it or any of its affiliates: (a) is, or will likely be, subject to a statutory disqualification that prevents the party from serving as Manager or Sub-Adviser to the Series; (b) fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the party is required to be registered as an investment adviser in order to act as Manager or Sub-Adviser; (c) is the subject of an administrative proceeding or enforcement action by the U.S. Securities and Exchange Commission (the "SEC") or other regulatory authority;
(d) is, or to the party's actual knowledge will likely be, served or otherwise receives

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notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust or the Manager or any of their affiliates; (e) is, or to the party's actual knowledge will likely be, 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, or governmental authority, involving the affairs of the Sub-Adviser or any of its affiliates which would be material to the Sub-Adviser's role in relation to the Series; or (f) is involved in any material litigation or administrative proceeding brought against the party or any of its management persons (as defined in Form ADV). The Sub-Adviser further agrees to notify the Series and the Manager promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Series' investment strategy or tactics that is not contained in the Registration Statement regarding the Series, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will notify the Trust, the Manager and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Series changes, or if there is, or there is expected to be, an actual change in control or management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively. The Sub-Adviser will promptly notify the Trust, the Manager and the Board of any change in the Sub-Adviser's financial condition which could impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub-Adviser's errors and omissions or professional liability insurance coverage;

(ii) The Sub-Adviser shall provide the Manager, the Trust or the Board with such information and assurances regarding the Sub-Adviser or the Allocated Portion (including certifications and sub-certifications) as the Manager, the Trust or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules and regulations, including requirements in connection with the Manager's, the Sub-Adviser's or the Board's fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of the Registration Statement, Form N-CSRs and Form N-Qs;

(iii) As reasonably requested by the Trust on behalf of the Trust's officers and in accordance with the scope of Sub-Adviser's obligations and responsibilities contained in this Agreement, Sub-Adviser will provide reasonable assistance to the Trust in connection with the Trust's compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Specifically, the Sub-Adviser agrees to (a) certify periodically, upon the reasonable request of the Trust, that with respect to the Allocated Portion and the Sub-Adviser's provision of portfolio management services hereunder, it is in compliance in all material respects with all applicable "federal securities laws", as required by Rule 38a-l under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (b) upon reasonable request and reasonable prior notice, cooperate with third-party audits arranged by the Trust to evaluate the effectiveness of the Trust's compliance and internal controls; (c) upon reasonable request and reasonable prior notice, provide the Trust's chief compliance officer with direct access to its head of compliance (or his/her designee); (d) upon reasonable request and reasonable prior notice, provide the Trust's chief compliance officer with periodic reports ; (e) promptly provide notice of any material compliance matters related to the Series; and (f) upon reasonable notice to and reasonable request, provide the Manager with

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access to the records relating to such compliance policies and procedures of the Sub-Adviser as they relate to the Series; and

(iv) The Sub-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 Manager and the Trust. The Sub-Adviser shall use all reasonable efforts to ensure that its Access Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material respects with the Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably designed to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the Manager and the Trust's Board. The Sub-Adviser shall respond to requests for information from the Manager and the Trust as to any material violations of the Code by Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser shall as promptly as practicable notify the Manager and the Trust of any material violation of the Code, whether or not such violation relates to a security held by any Series.

1.2.5. OTHER SERVICES. The Sub-Adviser shall perform such other functions of management and supervision as may be reasonably requested by the Manager or the Trust, and agreed to in writing by the Sub-Adviser.

2. REPRESENTATIONS

2.1. REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents warrants and agrees that:

(i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;

(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement;

(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the "CODE OF ETHICS") and has provided the Manager and the Trust with a copy of such Code of Ethics and will provide copies of any material amendments thereto;

(iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents ("COMPLIANCE PROCEDURES") and, the Manager and the Trust have been provided a copy of a summary of the Compliance Procedures and will be provided with any future amendments thereto;

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(v) It has delivered to the Manager copies of its Form ADV Parts 2A and 2B as most recently filed with the SEC and will provide the Manager and the Trust with a copy of any future filings of its Form ADV Parts 2A and 2B or any amendments thereto;

(vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;

(vii) It shall use no material, non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliates or employees, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Series;

(viii) It maintains an appropriate level of professional indemnity insurance coverage; and

(ix) It (a) is a member of the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).

2.2. REPRESENTATIONS OF THE MANAGER: The Manager represents warrants and agrees that:

(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; and

(iii) It (a) is a member of the NFA and is registered with the CFTC as a commodity pool operator, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its management of each Series, and (c) will notify the Sub-Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).

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3. SUB-ADVISORY FEE

The Manager shall pay to the Sub-Adviser, as compensation for the Sub-Adviser's services hereunder, a fee, determined as described in Schedule C 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 Manager. A Series shall have no responsibility for any fee payable to the Sub-Adviser.

The Sub-Adviser will be compensated based on the portion of Series assets allocated to the Sub-Adviser by the Manager. The method for determining net assets of a Series for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Series shares as described in the Series' 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.

4. EXPENSES

During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commissions, if any) purchased for the Allocated Portion and investment-related expenses reasonably incurred by the Sub-Adviser that are directly related to portfolio transactions and positions for the Allocated Portion (including direct expenses associated with the Allocated Portion's investments, transfer taxes and premiums, taxes withheld on foreign dividends, investment-related interest expense, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees). The Sub-Adviser shall be responsible for all the costs associated with any special meetings of the Board or shareholders convened as a result of a change in control of the Sub-Adviser resulting in an assignment of this Agreement under the 1940 Act (including, but not limited to, reasonable legal fees associated with preparing a proxy statement and associated mailing and solicitation costs).

5. OWNERSHIP AND HOLDING PERIOD OF RECORDS

All records required to be maintained and preserved by the Series pursuant to the rules or regulations under Section 31(a) of the 1940 Act and maintained and preserved by the Sub-Adviser on behalf of the Series are the property of the Series and shall be surrendered by the Sub-Adviser promptly on request by the Series or the Manager; provided, that the Sub-Adviser may at its own expense make and retain copies of any such records. The Sub-Adviser agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records required to be maintained by Rule 31a-1 under the 1940 Act.

6. TRANSACTIONS AND CUSTODY

The Sub-Adviser shall have the authority to instruct the custodian designated by the Trust (the "CUSTODIAN"): (i) to pay cash for securities and other property delivered to the Custodian, (ii) to deliver securities and other property against payment for the Series, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser shall not have

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authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser except as expressly provided herein. All transactions will be consummated by payment to or delivery by the Custodian, or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Allocated Portion, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust, to the Manager and any other designated agent of the Series, including the Series' administrator, all investment orders for the Allocated Portion placed by it with brokers and dealers in the manner set forth in Rule 31a-1 under the 1940 Act and as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day. For purposes of the foregoing sentence, communication via electronic means will be acceptable as agreed to in writing from time to time by the Manager. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser.

7. REPORTS TO SUB-ADVISER

The Manager shall furnish to the Sub-Adviser, in writing and in a timely manner, such copies of the Registration Statement (including any amendments or supplements thereto), financial statements, proxy statements, reports, and other information relating to the Series' business and affairs as the Sub-Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

8. CONFIDENTIALITY AND NON-EXCLUSIVITY

Neither party will disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement or as reasonably required to execute transactions on behalf of the Series or as otherwise required by applicable law or regulation, and each party will keep confidential any non-public information obtained directly as a result of this relationship, and such party shall disclose such non-public information only if the other party authorized such disclosure by prior written consent, or if such information is or hereafter otherwise is known by such party or has been disclosed, directly or indirectly, by the other party to others, or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of such party in connection with the performance of their professional services or as may otherwise be contemplated by this Agreement. Neither party shall disclose information regarding the Series' or Allocated Portion's trading history, portfolio holdings, performance information or any other related information to any third-party, except in compliance with the Trust's policies on disclosure of portfolio holdings or as required by applicable law or regulation.

Sub-Adviser may not consult with any other sub-adviser of the Series concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Series, except that such consultations are permitted between the current and successor sub-advisers of a Series in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.

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9. NON-EXCLUSIVITY. The services furnished by the Sub-Adviser under this Agreement are not to be deemed exclusive, and except as the Sub-Adviser may otherwise agree in writing, the Sub-Adviser shall be free to furnish similar services to others. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

10. PROXY VOTING

The Sub-Adviser shall: (i) vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Allocated Portion may be invested in accordance with the Sub-Adviser's proxy voting policies and procedures, as presented to the Trust, and in a manner that the Sub-Adviser reasonably believes best serves the interests of the Series' shareholders and that complies with applicable law; (ii) maintain records of all proxies voted on behalf of the Series in respect of the Allocated Portion; and (iii) provide information to the Trust, Manager or their designated agent in a manner that is sufficiently complete and timely to ensure the Trust's compliance with its filing obligations under Rule 30b1-4 of the 1940 Act.

11. USE OF NAMES AND LOGOS

The Sub-Adviser hereby consents to the use of its name and the names of its affiliates in the Trust's disclosure documents and shareholder communications and, subject to the prior written consent of the Sub-Adviser, in advertising, sales literature and similar communications, which consent shall not be unreasonably withheld. The Sub-Adviser shall not use the name or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Manager, the Trust, the Series or any of their affiliates in its marketing materials unless it first receives prior written approval of the Manager, except as required by law or regulation. It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name, is the valuable property of the party in question and its affiliates, and that each other party has the right to use such names pursuant to the relationship created by, and in accordance with the terms of, this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extent that continued use is not required by applicable laws, rules and regulations.

12. LIMITATION OF LIABILITY; INDEMNIFICATION

12.1. The Sub-Adviser shall be liable to the Series for any loss (including reasonable transaction costs) incurred by the Series as a result of:
(i) any investment made by the Sub-Adviser in contravention of: (a) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time, and in each case previously agreed with the Sub-Adviser (including, for the avoidance of doubt, Schedule B hereto), or (b) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Trust's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) and (ii) any trade execution errors made by the Sub-Adviser, in each case to the extent that such losses result from the Sub-Adviser's willful

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misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser's duties or by reason of the Sub-Adviser's reckless disregard of its obligations and duties hereunder (collectively, the "SUB-ADVISER DISABLING CONDUCT").

12.2. The duties of the Sub-Advisor shall be confined to those expressly set forth herein with respect to the Allocated Portion. The Sub-Adviser shall not be liable for any loss suffered by the Manager or a Series arising out of any portfolio investment or disposition hereunder, except: (i) as set out in Sections 12.1 and 12.3 and (ii) as may otherwise be provided under provisions of applicable federal or state law that cannot be waived or modified hereby. Under no circumstances shall the Sub-Adviser be liable for any loss arising out of any act or omission taken by the Manager, any other sub-adviser, or any other third party, in respect of any portion of the Trust's assets not managed by the Sub-Adviser pursuant to this Agreement. Under no circumstances shall the Manager or the Sub-Adviser be liable for any punitive, consequential or special damages arising under or in connection with this Agreement, even in the event such person has been advised of the possibility or likelihood of such damages.

12.3. The Sub-Adviser shall have responsibility for any untrue statement of a material fact contained in the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Series (the "DISCLOSURE DOCUMENTS") or the omission to state in the Disclosure Documents taken together a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, agent or employee of the Sub-Adviser for the use therein.

12.4. The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, a "SUB-ADVISER INDEMNIFIED PARTY") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise directly out of or are based upon: (i) a material breach by the Sub-Adviser of this Agreement or of a material representation or warranty made by the Sub-Adviser herein; (ii) the Sub-Adviser Disabling Conduct; or (iii) any untrue statement of a material fact contained in the Disclosure Documents or the omission to state in the Disclosure Documents taken together a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, agent or employee of the Sub-Adviser for the use therein; provided, however, that the Sub-Adviser Indemnified Parties shall not be indemnified for any liability or expenses which may be sustained as a result of the Manager's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder

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(collectively, the "MANAGER DISABLING CONDUCT") or the willful misfeasance, bad faith or gross negligence of any Sub-Adviser Indemnified Party.

12.5. For purposes of clarification, and subject to the above provisions of this Section, the Sub-Adviser 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 the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser against any liability to the Trust to which the Sub-Adviser would otherwise be subject by reason of the Sub-Adviser Disabling Conduct.

12.6. The Manager shall indemnify and hold harmless the Sub-Adviser, each affiliated person of the Sub-Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Sub-Adviser within the meaning of Section 15 of the 1933 Act (any such person, a "MANAGER INDEMNIFIED PARTY") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise directly out of or are based upon: (i) a material breach by the Manager of this Agreement or of a material representation or warranty made by the Manager herein; (ii) as a result of the Manager Disabling Conduct or (iii) violation of applicable law; provided, however, that the Manager Indemnified Parties shall not be indemnified for any liability or expenses which may be sustained as a result of the Sub-Adviser Disabling Conduct or the willful misfeasance, bad faith or gross negligence of any Manager Indemnified Party.

13. AMENDMENT OR ASSIGNMENT OF AGREEMENT

Any amendment to this Agreement shall be in writing signed by the parties hereto; provided, that no such amendment shall be effective unless authorized on behalf of any Series (i) by resolution of the Board, including the vote or written consent of a majority of the Board who are not parties to this Agreement or interested persons of either party hereto, and (ii) as and to the extent required under the 1940 Act, by vote of a majority of the outstanding voting securities of the applicable Series. This Agreement shall terminate automatically and immediately in the event of its assignment.

14. TERM AND TERMINATION OF AGREEMENT

14.1. 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 14.1(d) and unless terminated automatically as set forth in Section 13 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 the Series, upon the affirmative vote of a majority of the outstanding voting securities of the Series; or

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(b) The Manager 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 Sub-Adviser; or

(c) The Sub-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 Manager; or

(d) 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, the Manager or the Sub-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 the Series; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Series for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Series in a manner consistent with the 1940 Act and the rules and regulations thereunder; and

(e) Termination of this Agreement pursuant to this Section shall be without payment of any penalty.

14.2. In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Series and with respect to any of its assets, except as expressly directed by the Manager or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Series's Books and Records to the Manager by such means and in accordance with such schedule as the Manager shall direct and shall otherwise cooperate, as reasonably directed by the Manager, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Manager.

15. INTERPRETATION AND DEFINITION OF TERMS

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested person," "assignment" and "affiliated person," as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

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16. CHOICE OF LAW

This Agreement is made and to be principally performed in the State of New York and except insofar as the 1940 Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York.

17. CHANGE IN THE SUB-ADVISER'S OWNERSHIP.

The Sub-Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser within a reasonable time prior to such change being effected.

18. 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

19. CAPTIONS

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

20. EXECUTION IN COUNTERPARTS; ELECTRONIC DELIVERY

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures on this Agreement may be communicated by electronic transmission (which shall include facsimile or email) and shall be binding upon the parties so transmitting their signatures.

21. CFTC DISCLOSURE

PURSUANT TO AN EXEMPTION UNDER CFTC RULES IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

[SIGNATURE PAGE FOLLOWS]

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

ROTHSCHILD LARCH LANE MANAGEMENT
COMPANY LLC

By: /s/ Ross Weissman
    ------------------------------
Name: Ross Weissman
Title: Manager

WINTON CAPITAL MANAGEMENT LIMITED

By: /s/ Rajeev Patel
---------------------------------
Name: Rajeev Patel
Title: Director

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SUB-ADVISORY AGREEMENT
SCHEDULE A
SERIES OF INVESTMENT SERIES TRUST

Rothschild Larch Lane Alternatives Fund

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SUB-ADVISORY AGREEMENT
SCHEDULE B
INVESTMENT GUIDELINES

[REDACTED]

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SUB-ADVISORY AGREEMENT

SCHEDULE C
RATE OF COMPENSATION

[REDACTED]

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EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of ____ by and between Logan Circle Partners L.P. (the "Adviser") and The Advisors' Inner Circle Fund III (the "Trust") (the "Agreement"), on behalf of the series of the Trust set forth in Schedule A attached hereto (each, a "Fund" and together, the "Funds").

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

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated _______ (the "Advisory Agreement"), pursuant to which the Adviser provides investment advisory services to the Funds for compensation based on the value of the average daily net assets of each Fund;

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of each 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 any class-specific expenses, 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 non-routine expenses not incurred in the ordinary course of such Fund's business) ("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 a Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of 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 a 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 a 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. The Funds 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 the 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 a 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 the Funds until the date indicated on Schedule A ("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 the Funds:

(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 Initial Term End Date or as of the close of business on the last day of the then-current one-year period; or at such earlier time provided that such termination is approved by majority vote of the Trustees and the Independent Trustees voting separately.

This Agreement shall terminate automatically upon termination of the Advisory Agreement.

4. MISCELLANEOUS.

4.1. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect 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 the series of the Trust set forth in Schedule A

Name:
Title:

LOGAN CIRCLE PARTNERS L.P.

Name:
Title:

SIGNATURE PAGE -- LOGAN CIRCLE PARTNERS L.P. EXPENSE LIMITATION AGREEMENT

SCHEDULE A

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Funds of the Trust:

----------------------------------------------------------------------------------------------
NAME OF FUND                SHARE CLASS        MAXIMUM ANNUAL         INITIAL TERM END DATE
                                             OPERATING EXPENSE
                                                   LIMIT
----------------------------------------------------------------------------------------------
Select Growth Equities        I Class               0.75%
Fund
----------------------------------------------------------------------------------------------
Select Growth Equities        R Class               1.00%
Fund
----------------------------------------------------------------------------------------------
Multi-Sector Fixed            I Class               0.70%
Income Fund
----------------------------------------------------------------------------------------------
Multi-Sector Fixed            R Class               0.95%
Income Fund
----------------------------------------------------------------------------------------------
Core Plus Fund                I Class               0.45%
----------------------------------------------------------------------------------------------
Core Plus Fund                R Class               0.70%
----------------------------------------------------------------------------------------------
High Yield Fund               I Class               0.70%
----------------------------------------------------------------------------------------------
High Yield Fund               R Class               0.95%
----------------------------------------------------------------------------------------------

A-1

CUSTODIAN AGREEMENT

THIS AGREEMENT, dated as of ___________________, 20__, between [NAME OF FUND], a management investment company organized under the laws of the State of _____________________ and registered with the Commission under the Investment Company Act of 1940 ("the 1940 ACT") (the FUND), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&CO. or the CUSTODIAN).

W I T N E S S E T H:

WHEREAS, the Fund wishes to employ BBH&Co. to act as custodian for the Fund and to provide related services, all as provided herein, and BBH&Co. is willing to accept such employment, subject to the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Fund and BBH&Co. hereby agree, as follows:

1. APPOINTMENT OF CUSTODIAN. The Fund hereby appoints BBH&Co. as the Fund's Custodian, and BBH&Co. hereby accepts such appointment. All Investments of the Fund delivered to the Custodian or its agents or Subcustodians shall be dealt with as provided in this Agreement. The duties of the Custodian with respect to the Fund's Investments shall be only as set forth expressly in this Agreement which duties are generally comprised of safekeeping and various administrative duties that will be performed in accordance with Instructions and as reasonably required to effect Instructions.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FUND. The Fund hereby represents, warrants and covenants each of the following:

2.1 This Agreement has been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. Neither this Agreement nor any Instruction issued thereunder violates any Applicable Law or conflicts with or constitutes a default under the Fund's prospectus, articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Fund is a party or by which it or its Investments is bound.

2.2 By providing an Instruction with respect to the first acquisition of an Investment in a jurisdiction other than the United States of America, the Fund shall be deemed to have confirmed to the Custodian that the Fund has
(a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Fund under the 1940 Act, and
(iii) appropriately and adequately disclosed to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction.

2.3 The Fund shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be solely responsible for ensuring the security of its access to the service and for the use of the service, and shall only attempt to access the service and the Custodian's computer systems as directed by the Custodian. If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund.

2.4 By providing an Instruction in respect of an Investment (which Instruction may relate to among other things, the execution and/or settlement of trades), the Fund hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation "as is" without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without

limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to it by or on behalf of the Fund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.'s name by any means other than the issuance of an Instruction by the Fund to BBH&Co.; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Fund invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Fund's investments in such schemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.'s performance pursuant to an Instruction or under this Agreement; (viii) represents that it is not a "Plan" (which term includes
(1) employee benefit plans that are subject to the United States ("US") Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or
Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include "plan assets" of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the "plan assets" of, a Plan; (ix) undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the beneficial investor to the Investment, and as to any tax withholding or benefit to which an Investment may be subject; (x) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Fund for which the Fund does not have sufficient cash on deposit with BBH&Co.; and (xi) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Fund, or any transfer agent or other agent of an Investment in which the Fund may invest.

2.4.1 To the extent that the Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Fund, and the Fund requests that BBH&Co. provide the Fund with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Fund hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Fund (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Fund or its designated agent to enable the Fund to so execute, (iii) agrees to ensure that any instructions issued by the Fund or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Fund also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Fund,
(2) BBH&Co. is not receiving compensation in connection with the Fund's execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Fund.

2.7 The Fund represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Fund further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or

dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists .

2.8 The Fund represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the "Sanctioned Property"). The Fund further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property.

3. REPRESENTATION AND WARRANTY OF BBH&CO. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound.

4. INSTRUCTIONS. Unless otherwise explicitly indicated herein, the Custodian shall perform its duties pursuant to Instructions. As used herein, the term INSTRUCTION shall mean a directive initiated by the Fund, acting through its board of directors or trustees or other Authorized Person, which directive shall conform to the requirements of this Section 4.

4.1 AUTHORIZED PERSONS. For purposes hereof, an AUTHORIZED PERSON shall be a person or entity authorized to give Instructions to the Custodian by written notices or otherwise for or on behalf of the Fund in accordance with procedures delivered to and acknowledged by the Custodian. The Custodian may treat any Authorized Person as having the full authority of the Fund to issue Instructions hereunder unless the notice of authorization contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority of Authorized Persons until it receives appropriate written notice from the Fund to the contrary.

4.2 FORM OF INSTRUCTION. Each Instruction shall be transmitted by such secured or authenticated electromechanical means as the Custodian shall make available to the Fund from time to time unless the Fund shall elect to transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this Section.

4.2.1 FUND DESIGNATED SECURED-TRANSMISSION METHOD. Instructions may be transmitted through a secured or tested electro-mechanical means identified by the Fund or by an Authorized Person entitled to give Instruction and acknowledged and accepted by the Custodian, it being understood that such acknowledgment shall authorize the Custodian to accept such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the means utilized by the Authorized Person.

4.2.2 WRITTEN INSTRUCTIONS. Instructions may be transmitted in a writing that bears the manual signature of Authorized Persons.

4.2.3 OTHER FORMS OF INSTRUCTION. Instructions may also be transmitted by another means determined by the Fund or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as are contained in Subsection 4.2.1, above) including Instructions given orally or by SWIFT or telefax (whether tested or untested).

When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of

Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds Transfers performed in accordance with Instructions. The Funds Transfer Services Schedule and the Electronic and Online Services Schedule to this Agreement shall each comprise a designation of a means of delivering Instructions for purposes of this Section 4.2.

4.3 COMPLETENESS AND CONTENTS OF INSTRUCTIONS. The Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in the Fund's Investments and upon any delivery and transfer of any Investment or moneys, the person initiating the Instruction shall give the Custodian an Instruction with appropriate detail, including, without limitation:

4.3.1 The transaction date and the date and location of settlement;

4.3.2 The specification of the type of transaction;

4.3.3 A description of the Investments or moneys in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered and currency information. Where an Instruction is communicated by electronic means, or otherwise where an Instruction contains an identifying number such as a CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such number as controlling notwithstanding any inconsistency contained in the Instruction, particularly with respect to Investment description; and

4.3.4 The name of the broker or similar entity concerned with execution of the transaction.

If the Custodian determines that an Instruction is either unclear or incomplete, the Custodian may give prompt notice of such determination to the Fund, and the Fund shall thereupon amend or otherwise reform the Instruction. In such event, the Custodian shall have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction.

4.4 TIMELINESS OF INSTRUCTIONS. In giving an Instruction, the Fund shall take into consideration delays which may occur due to the involvement of a Subcustodian or agent, differences in time zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established specific timing requirements or deadlines with respect to particular classes of Instruction, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such instruction due to time zone differences or other factors beyond its reasonable control, the execution of any Instruction received by the Custodian after such deadline or at such time (including any modification or revocation of a previous Instruction) shall be at the risk of the Fund.

5. SAFEKEEPING OF FUND ASSETS. The Custodian shall hold Investments delivered to it or Subcustodians for the Fund in accordance with the provisions of this Section. The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Subcustodians; or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian or its Subcustodians. The Custodian is hereby authorized to hold with itself or a Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any corporate action or income event. The Custodian shall hold Investments for the account of the Fund and shall segregate Investments from assets belonging to the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the Subcustodian in an account held for the Fund or in an account maintained by the Subcustodian generally for non-proprietary assets of the Custodian.

5.1 USE OF SECURITIES DEPOSITORIES. The Custodian may deposit and maintain Investments in any

Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian. Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of terms and conditions or other document or conditions effective between the Securities Depository and the Custodian or the Subcustodian, as the case may be, and
(b) in an account for the Fund or in bulk segregation in an account maintained for the non-proprietary assets of the entity holding such Investments in the Depository. If market practice or the rules and regulations of the Securities Depository prevent the Custodian, the Subcustodian or (any agent of either) from holding its client assets in such a separate account, the Custodian, the Subcustodian or other agent shall as appropriate segregate such Investments for benefit of the Fund or for benefit of clients of the Custodian generally on its own books.

5.2 CERTIFICATED ASSETS. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held.

5.3 REGISTERED ASSETS. Investments which are registered may be registered in the name of the Custodian, a Subcustodian, or in the name of the Fund or a nominee for any of the foregoing, and may be held in any manner set forth in Section 5.2 above with or without any identification of fiduciary capacity in such registration.

5.4 BOOK ENTRY ASSETS. Investments which are represented by book-entry may be so held in an account maintained by the Book-entry Agent on behalf of the Custodian, a Subcustodian or another Agent of the Custodian, or a Securities Depository.

5.5 REPLACEMENT OF LOST INVESTMENTS. In the event of a loss of Investments for which loss the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund 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 lesser amount as shall be agreed by the parties.

6. ADMINISTRATIVE DUTIES OF THE CUSTODIAN. The Custodian shall perform the following administrative duties with respect to Investments of the Fund.

6.1 PURCHASE OF INVESTMENTS. Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

6.2 SALE OF INVESTMENTS. Pursuant to Instruction, Investments sold for the account of the Fund shall be delivered (a) against payment therefor in cash, by check or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

6.3 DELIVERY AND RECEIPT IN CONNECTION WITH BORROWINGS OF THE FUND OR OTHER COLLATERAL AND MARGIN REQUIREMENTS. Pursuant to Instruction, the Custodian may deliver or receive Investments or cash of the Fund in connection with borrowings or loans by the Fund and other collateral and margin requirements.

6.4 FUTURES AND OPTIONS. If, pursuant to an Instruction, the Custodian shall become a party to an agreement with the Fund and a futures commission merchant regarding margin (TRI-PARTY AGREEMENT), the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the purchase or sale by the Fund of exchange-traded futures

contracts and commodity options, (b) when required by such Tri-Party Agreement, deposit and maintain in an account opened pursuant to such Agreement (MARGIN ACCOUNT), segregated either physically or by book-entry in a Securities Depository for the benefit of any futures commission merchant, such Investments as the Fund shall have designated as initial, maintenance or variation "margin" deposits or other collateral intended to secure the Fund's performance of its obligations under the terms of any exchange-traded futures contracts and commodity options; and (c) thereafter pay, release or transfer Investments into or out of the margin account in accordance with the provisions of such Agreement. Alternatively, the Custodian may deliver Investments, in accordance with an Instruction, to a futures commission merchant for purposes of margin requirements in accordance with Rule 17f-6 under the 1940 Act. The Custodian shall in no event be responsible for the acts and omissions of any futures commission merchant to whom Investments are delivered pursuant to this Section; for the sufficiency of Investments held in any Margin Account; or, for the performance of any terms of any exchange-traded futures contracts and commodity options.

6.5 CONTRACTUAL OBLIGATIONS AND SIMILAR INVESTMENTS. From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

6.6 EXCHANGE OF SECURITIES. Unless otherwise directed by Instruction, the Custodian shall: (a) exchange securities held for the account of the Fund for other securities in connection with any reorganization, recapitalization, conversion, stock split, change of par value of shares or similar event, and (b) deposit any such securities in accordance with the terms of any reorganization or protective plan.

6.7 SURRENDER OF SECURITIES. Unless otherwise directed by Instruction, the Custodian may surrender securities: (a) in temporary form for definitive securities; (b) for transfer into the name of an entity allowable under
Section 5.3; and (c) for a different number of certificates or instruments representing the same number of shares or the same principal amount of indebtedness.

6.8 RIGHTS, WARRANTS, ETC. Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of the issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deliver securities in response to any tender offer.

6.9 MANDATORY CORPORATE ACTIONS. Unless otherwise directed by Instruction, the Custodian shall: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Fund's account and promptly notify the Fund of such action; and (b) collect all stock dividends, rights and other items of like nature with respect to such securities.

6.10 INCOME COLLECTION. Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Fund with respect to Investments and promptly credit the amount collected to a Principal or Agency Account; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default or (b) the collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments.

6.11 CORPORATE ACTION INFORMATION. In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall provide to the Fund such material information pertaining to a corporate action which the Custodian actually receives; provided that the Custodian shall not be responsible for the completeness or accuracy of such information. Information relative to any pending corporate action made available to the Fund via any of the services described in the Electronic and Online Services Schedule shall constitute the delivery of such information by the Custodian. Any advance credit of cash or shares expected to be received as a result of any corporate action shall be subject to actual collection and may be reversed by the Custodian.

6.12 PROXY MATERIALS. The Custodian shall deliver, or cause to be delivered, to the Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian. Information relative to any pending corporate action made available to the Fund via any of the services described in the Electronic and Online Services Schedule shall constitute the delivery of such information by the Custodian.

6.13 OWNERSHIP CERTIFICATES AND DISCLOSURE OF THE FUND'S INTEREST. The Custodian is hereby authorized to execute on behalf of the Fund ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Fund with respect to Investments, or in connection with the sale, purchase or ownership of Investments.

With respect to securities issued in the United States of America, the Custodian [ ] may [ ] may not release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Fund. IF NO BOX IS CHECKED, THE CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES CONTRARY INSTRUCTIONS FROM THE FUND. With respect to securities issued outside of the United States of America, information shall be released in accordance with law or custom of the particular country in which such security is located.

6.14. TAXES. The Custodian shall, where applicable, assist the Fund in the reclamation of taxes withheld on dividends and interest payments received by the Fund. In the performance of its duties with respect to tax withholding and reclamation, the Custodian shall be entitled to rely on the advice of counsel and upon information and advice regarding the Fund's tax status that is received from or on behalf of the Fund without duty of separate inquiry.

6.15 OTHER DEALINGS. The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom the payment or delivery is made.

6.16 NONDISCRETIONARY DETAILS AND MINOR EXPENSES. The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by Instruction, and may make payments to itself or others for minor expenses of administering Investments under this Agreement, provided that the Fund shall have the right to request an accounting with respect to such expenses.

6.17 USE OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other affiliate, bank, trust fund or subcontractor as its agent (each an "AGENT" and collectively, the "AGENTS"), in addition to Subcustodians, to carry out such provisions of this Agreement as it may from time to time direct, including in connection with use of any Securities System. The Custodian shall exercise reasonable care in the selection and monitoring of such Agents and Subcustodians. The appointment of an Agent or Subcustodian shall not relieve the Custodian of its obligations under this Agreement.

6.18 REGISTRATION DOCUMENT COMPLETION SERVICE. Each Fund may appoint the Custodian to further provide registration document completion services for account openings, name changes, conversions, mergers, market-specific licensing renewals, account closings and other events, and for such markets, as may be agreed between each Fund and the Custodian from time to time (the "Registration Services"). Each Fund shall pay Custodian such fees as may be agreed between the parties from time to time with respect to the Registration Services in accordance with Section 14 hereof. Each Fund further acknowledges and agrees that: (i) as part of the Registration Services, the Custodian will complete registration documentation for the agreed markets on behalf of the Fund and then forward such documentation to the Fund or an Authorized Person for final review and signature on behalf of the Fund; (ii) by the Fund or an Authorized Person signing and submitting the aforementioned documentation to the Custodian on behalf of the Fund (the "Submitted Documents"), the Fund shall be deemed to have confirmed to the Custodian that the Fund has reviewed the Submitted Documents and has determined that all of the information contained therein is accurate and complete; (iii) the submission of the Submitted Documents to the Custodian, shall be deemed an Instruction under Section 4 hereof to open one or more accounts in the referenced market (in accordance with the information provided in the Submitted Documents) and to provide the Submitted Documents and/or the information contained therein to the Subcustodian in the referenced market (and where applicable, for further submission to the relevant Securities Depository, exchanges, regulatory and tax authorities, tax agents and/or brokers in the referenced market).

7. CASH ACCOUNTS, DEPOSITS AND MONEY MOVEMENTS. Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction, including standing Instructions for Principal Accounts to participate in a BBH&Co. cash management vehicle. Notwithstanding anything in this Agreement to the contrary, the Fund shall be liable as principal for any overdrafts occurring in any cash accounts.

7.1 TYPES OF CASH ACCOUNTS. Cash accounts opened on the books of the Custodian (PRINCIPAL ACCOUNTS) shall be opened in the name of the Fund. Such accounts collectively shall be a deposit obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in Section 9. Cash accounts opened on the books of a Subcustodian may be opened in the name of the Fund or the Custodian or in the name of the Custodian for its customers generally (AGENCY ACCOUNTS). Such deposits shall be obligations of the Subcustodian and shall be treated as an Investment of the Fund. Accordingly, the Custodian shall be responsible for exercising reasonable care in the administration of such accounts, but shall not be liable for their repayment in the event the Subcustodian, by reason of its bankruptcy, insolvency or otherwise, fails to make repayment. In connection with the services provided hereunder, the Custodian is hereby directed to open cash accounts on its books and records from time to time for the purposes of receiving subscriptions and/or processing redemptions on behalf of the Fund, and/or for the purposes of aggregating, netting and/or clearing transactions (including, without limitation foreign exchange, repurchase agreements, capital stock activity, expense payment) or other administrative purposes on behalf of the Fund or the Fund and affiliated funds (each an "Account"). Each such Account shall be subject to the terms and conditions of this Agreement (including, without limitation Section 7.6) and the Fund shall be liable for the satisfaction of its own obligations in connection with each Account; provided however, the Fund shall not be liable for the obligations of any other affiliated fund thereunder.

7.1.1 ADMINISTRATIVE ACCOUNTS. In connection with the services provided hereunder, the Custodian is hereby directed to open cash accounts on its books and records from time to time for the purposes of receiving subscriptions and/or processing redemptions on behalf of the Fund and/or for the purposes of aggregating, netting and/or clearing transactions (including, without limitation foreign exchange, repurchase agreements, capital stock activity, expense payment) or other administrative purposes, each on behalf of the Fund (each an "Account"). Each such Account shall be subject to the terms and conditions of this Agreement and the Fund shall be liable for the satisfaction of its obligations in connection with each Account.

7.2 PAYMENTS AND CREDITS WITH RESPECT TO THE CASH ACCOUNTS. The Custodian shall make payments from or deposits to any of the cash accounts in the course of carrying out its administrative duties, including but

not limited to income collection with respect to the Fund's Investments, and otherwise in accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the event such payment is not actually collected. Unless otherwise specifically agreed in writing by the Custodian or any Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the deposit is made or carried.

7.3 CURRENCY AND RELATED RISKS. The Fund bears the risks of holding or transacting in any currency, including any mark to market exposure associated with a foreign exchange transaction undertaken with the Custodian. The Custodian shall not be liable 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 delay or affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or
(b) in which such currency is issued, and in no event shall the Custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by the Fund shall be for the account of the Fund.

7.4 FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, subject to the terms of this Section, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of the Fund with such currency brokers or banking institutions, including Subcustodians, as the Fund may direct pursuant to Instructions. The Custodian may act as principal in any foreign exchange transaction with the Fund in accordance with Section 7.4.2 of this Agreement. The obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction.

7.4.1 THIRD PARTY FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Fund on the same basis it performs duties as agent for the Fund with respect to any other of the Fund's Investments. Accordingly the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which the Fund has executed a foreign exchange contract or option, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, (c) may, in connection with cash payments made to third party currency brokers/dealers for settlement of the Fund's foreign exchange spot or forward transactions, foreign currency swap transactions and similar foreign exchange transactions, process settlements using the facilities of the CLS Bank according to CLS Bank's standard terms and conditions, and (d) shall hold in safekeeping all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions. The Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of the foreign exchange

contracts and options and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange.

7.4.2 FOREIGN EXCHANGE WITH THE CUSTODIAN AS PRINCIPAL. The Custodian may enter into foreign exchange transactions with the Fund. If a foreign exchange transaction with the Custodian as principal is initiated by Instruction and the parties have no otherwise entered into an agreement specific to such transaction(s), the transaction will be performed and subject to the terms and conditions currently posted on the Custodian's website at <http://www.bbh.com/fx/index.php/fx2/Terms_and_Conditions/> ( the "FX Online Terms and Conditions"), which terms are available in hardcopy upon request, and which terms may be updated from time to time. The Custodian shall provide notice of any material change to the FX Online Terms and Conditions to the Fund at least ten (10) business days prior to their taking effect, unless the Custodian determines that the circumstances require that a shorter period apply. Foreign exchange transactions that occur or are placed on or after the effective date of such changes, as stated in the applicable notice, shall be governed by the modified FX Online Terms and Conditions. The Fund represents and warrants, each and every time an Instruction to execute a foreign exchange transaction with the Custodian as principal is initiated, that it is an eligible contract participant, as that term is used under the Commodity Exchange Act and the regulations thereunder, as amended from time to time.

7.5 DELAYS. If no event of Force Majeure shall have occurred and be continuing and in the event that a delay shall have been caused by the negligence or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to the Fund: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out Instructions to transfer cash which are not due to the Custodian's own negligence or willful misconduct.

7.6 ADVANCES. If, for any reason in connection with this Agreement the Custodian or any Subcustodian makes an Advance to facilitate settlement or otherwise for the benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does:

7.6.1 acknowledge that the Fund shall have no right, title or interest in or to any Investments purchased with such Advance or proceeds of such Investments, and that any credit to an account of Fund shall be provisional, until: (a) the debit of the Principal or Agency Account by Custodian for an amount equal to Advance Costs; and/or (b) if such debit produces an overdraft in such account, reimbursement to the Custodian or Subcustodian for the amount of such overdraft;

7.6.2 acknowledge that the Custodian has an automatically perfected statutory security interest in Investments purchased with any such Advance pursuant to Section 9-206 of the Uniform Commercial Code as in effect in the State of New York from time to time;

7.6.3 in addition, in order to secure the obligations of the Fund to pay or perform any and all obligations of the Fund pursuant to this Agreement, including without limitation to repay any Advance made pursuant to this Agreement, grant to the Custodian a security interest in all Investments and proceeds thereof (as defined in the Uniform Commercial Code as currently in effect in the State of New York); and agree to take, and agree that the Custodian may take, in respect of the security interest referenced above, any further actions that the Custodian may reasonably require.

7.7 CUSTODIAN'S RIGHTS Neither the Custodian nor any Subcustodian shall be obligated to make any Advance or to allow an Advance to occur to the Fund, and in the event that the Custodian or any Subcustodian does make or allow an Advance, any such Advance and any transaction giving rise to such Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made or allowed by a Subcustodian or any other person, the Custodian may assign all or part of its security interest referenced above and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay the Advance Costs when due, the Custodian or its assignee, as the case may be, shall be entitled to a portion of the available cash balance in any Agency or Principal Account equal to such Advance Costs, and the Fund authorizes the Custodian, on behalf of the Fund, to pay an amount equal to such Advance Costs irrevocably to such Subcustodian or other person, and to dispose of any property in such Account to the extent necessary to make such payment. Any Investments credited to accounts subject to this Agreement created pursuant hereto shall be treated as financial assets credited to securities accounts under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York from time to time. Accordingly, the Custodian and any Subcustodian shall have the rights and benefits of a secured creditor that is a securities intermediary under such Articles 8 and 9.

7.8 INTEGRATED ACCOUNT. For purposes hereof, deposits maintained in all Principal Accounts (whether or not denominated in Dollars) shall collectively constitute a single and indivisible current account with respect to the Fund's obligations to the Custodian or its assignee, and balances in the Principal Accounts shall be available for satisfaction of the Fund's obligations under this Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.

8. SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Subject to the provisions hereinafter set forth in this Section 8, the Fund hereby authorizes the Custodian to utilize Securities Depositories to act on behalf of the Fund and to appoint from time to time and to utilize Subcustodians. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Securities Depository or Clearing Corporation), notwithstanding any provisions of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of securities or payment, respectively, and securities or payment may be received in a form in accordance with (a) governmental regulations, (b) rules of Securities Depositories and Clearing Agencies, (c) generally accepted trade practice in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms of Instructions.

8.1 DOMESTIC SUBCUSTODIANS AND SECURITIES DEPOSITORIES. The Custodian may deposit and/or maintain, either directly or through one or more Agents appointed by the Custodian, Investments of the Fund in any Securities Depository in the United States, including The Depository Trust Company, provided such Depository meets applicable requirements of the Federal Reserve Bank or of the Securities and Exchange Commission. The Custodian may, from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund in the United States.

8.2 FOREIGN SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Unless instructed otherwise by the Fund, the Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any non-U.S. Securities Depository provided such Securities Depository meets the requirements of an "eligible securities depository" under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation ("Rule 17f-7") or which by order of the Securities and Exchange Commission is exempted therefrom. Prior to the time that securities are placed with such depository, but subject to the provisions of Section 8.5 below, the Custodian shall have prepared an assessment of the custody risks associated with maintaining assets with the Securities Depository and shall have established a system to monitor such risks on a continuing basis in accordance with Section 8.5. Additionally, the Custodian may, from time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Rule 17f-5 or which by order of the Securities and Exchange Commission is exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under
Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for

purposes of holding Investments of the Fund outside the United States.

8.3 DELEGATION OF BOARD REVIEW OF SUBCUSTODIANS. From time to time, the Custodian may agree to perform certain reviews of Subcustodians and of Subcustodian Contracts as the delegate of the Fund's Board. In such event, the Custodian's duties and obligations with respect to this delegated review will be performed in accordance with the terms of the attached 17f-5 Delegation Schedule to this Agreement.

8.4 BOARD APPROVAL OF FOREIGN SUBCUSTODIANS. Unless and except to the extent that the Board has delegated to the Custodian and the Custodian has accepted delegation of review of certain matters concerning the appointment of Subcustodians pursuant to Subsection 8.3, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of the Fund outside the United States, obtain written confirmation of the approval of the Board of Trustees or Directors of the Fund with respect to
(a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such approval to be signed by an Authorized Person. An Instruction to open an account in a given country shall comprise authorization of the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Custodian shall not be required to make independent inquiry as to the authorization of the Fund to invest in such country.

8.5 MONITORING AND RISK ASSESSMENT OF SECURITIES DEPOSITORIES. Prior to the placement of any assets of the Fund with a non-U.S. Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative an assessment of the custody risks associated with maintaining assets within such Securities Depository; and (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository on a continuing basis and to promptly notify the Fund or its Investment Adviser of any material changes in such risk. In performing its duties under this subsection, the Custodian shall use reasonable care and may rely on such reasonable sources of information as may be available including but not limited to: (i) published ratings; (ii) information supplied by a Subcustodian that is a participant in such Securities Depository; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited under most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with reasonable care. The risk assessment shall be provided to the Fund or its Investment Advisor by such means as the Custodian shall reasonably establish. Advices of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information.

8.6 RESPONSIBILITY FOR SUBCUSTODIANS. Except as provided in the last sentence of this Section 8.6, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct in accordance with the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place where the act or omission occurred. The liability of the Custodian in respect of the countries and Subcustodians designated by the Custodian, from time to time on the Global Custody Network Listing shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian.

8.7 NEW COUNTRIES. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, the Custodian is unable to establish such arrangements prior to the time the investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of the local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent.

9. RESPONSIBILITY OF THE CUSTODIAN. In performing its duties and obligations hereunder, the Custodian shall use reasonable care under the facts and circumstances prevailing in the market where performance is effected. Subject to the specific provisions of this Section, the Custodian shall be liable for any direct damage incurred by the Fund in consequence of the Custodian's negligence, bad faith or willful misconduct. In no event shall the Custodian be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement even if the Custodian has been advised of the possibility of such damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund's Investments or to provide investment advice with respect to such Investments and that the Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.

9.1 LIMITATIONS OF PERFORMANCE. The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such failure to perform for or in consequence of the following causes:

9.1.1 FORCE MAJEURE. FORCE MAJEURE shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the Custodian of its obligations hereunder, by the Subcustodian of its obligations under its Subcustody Agreement or by any other Agent of the Custodian or the Subcustodian, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water or wind damage or explosion, (c) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian.

9.1.2 COUNTRY RISK. COUNTRY RISK shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets.

9.1.3 SOVEREIGN RISK. SOVEREIGN RISK shall mean, in respect of any jurisdiction, including the United States of America, where Investments are acquired or held hereunder or under a Subcustody Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any Governmental Authority, (c) the confiscation, expropriation or nationalization of any Investments by any Governmental Authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting Investments, (f) any change in the Applicable Law, or (g) any other economic or political risk incurred or experienced.

9.1.4 SANCTIONS RISK. SANCTIONS RISK shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of the Custodian complying with one or more Sanctions Regimes, including the risk that if Custodian reasonably believes it has come into possession or control of any Sanctioned

Property as a result of its performance of this Agreement, Custodian may be required by one or more Sanctions Regime to block (i.e. prevent further movement of) such Sanctioned Property and report any related activity to relevant government authorities. The Fund acknowledges that if multiple Sanctions Regimes apply (including OFAC), the Custodian will comply with the most restrictive of the applicable regimes.

9.2. LIMITATIONS ON LIABILITY. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

9.2.1 FAILURE OF THIRD PARTIES. The failure of any third party including: (a) any issuer of Investments or Book-Entry Agent or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, foreign custody manager or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.

9.2.2 INFORMATION SOURCES. The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received from Subcustodians and from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.

9.2.3 RELIANCE ON INSTRUCTION. Action by the Custodian or the Subcustodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Fund's declaration of trust, certificate of incorporation or by-laws or other constitutive document, Applicable Law, or actions by the trustees, directors or shareholders of the Fund.

9.2.4 RESTRICTED SECURITIES. The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment of the Fund.

10. INDEMNIFICATION. The Fund hereby indemnifies the Custodian and each Subcustodian, and their respective Agents, nominees and the partners, employees, officers and directors, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement and any Instruction. If a Subcustodian or any other person indemnified under the preceding sentence, gives written notice of claim to the Custodian, the Custodian shall promptly give written notice to the Fund.

11. REPORTS AND RECORDS. The Custodian shall:

11.1 create and maintain records relating to the performance of its obligations under this Agreement;

11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and

11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein.

11.4 The Fund shall examine all records, however produced or transmitted, promptly upon receipt and notify the Custodian promptly of any discrepancy or error. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt of the records, the records shall be deemed to be true and accurate.

11.5 The Fund acknowledges that the Custodian obtains information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but the Fund acknowledges and agrees that the Custodian does not verify such information nor make any representations or warrantees as to its accuracy or completeness and accordingly shall be without liability in selecting and using such sources and furnishing such information.

12. MISCELLANEOUS.

12.1 POWERS OF ATTORNEY, ETC. The Fund will promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may be necessary or desirable for the Custodian to provide, or to cause any Subcustodian to provide, custody services.

12.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire understanding and agreement of the parties hereto and supersedes any other oral or written agreements heretofore in effect between the Fund and the Custodian with respect to the subject matter hereof. No provision of this Agreement may be amended or terminated except by a statement in writing signed by the party against which enforcement of the amendment or termination is sought, provided, however, that an Instruction shall, whether or not such Instruction shall constitute a waiver, amendment or modification for purposes hereof, be deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in accordance therewith. In the event of a conflict between the terms of this Agreement and the terms of a service level agreement or other operating agreement in place between the parties from time to time, the terms of this Agreement shall control.

12.3 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the Custodian/Administrator and the Fund and their successors and assignees, provided that the Fund may not assign this Agreement without the prior written consent of the Custodian. Each party agrees that only the parties to this Agreement and/or their successors in interest shall have a right to enforce the terms of this Agreement. Accordingly, no client of the Fund or other third party shall have any rights under this Agreement and such rights are explicitly disclaimed by the parties.

12.4 GOVERNING LAW, JURISDICTION AND VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS LOCATED IN NEW YORK CITY. THE FUND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING IN ANY OF THE AFORESAID COURTS AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FURTHERMORE, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.5 NOTICES. Notices and other writings contemplated by this Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid, return receipt requested,
(c) by a nationally recognized overnight courier, or (d) by facsimile transmission, provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:

If to the Fund:

Attn:          [   ]
Telephone:     [   ]
Facsimile      [   ]

If to the Custodian:      Brown Brothers Harriman & Co.
                          50 Post Office Square
                          Boston, Massachusetts 02110-1548
                          Attn:
                          Telephone: (617) 772-1818
                          Facsimile: (617) 772-XXXX,

or such other address as the Fund or the Custodian may have designated in writing to the other. Notices given by the Custodian pursuant to Section 12.13 may also be given by electronic mail to the email address of any Authorized Person. The Fund agrees that such notices given by electronic mail shall be conclusively presumed to have been delivered and received by the Fund as of the date such electronic mail was sent by the Custodian, as recorded by the Custodian's systems.

12.6 HEADINGS. Paragraph headings included herein are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

12. 7 SEVERABILITY. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

12.8 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when one or more counterparts have been signed and delivered by the Fund and the Custodian. A photocopy or telefax of the Agreement shall be acceptable evidence of the existence of the Agreement and the Custodian shall be protected in relying on the photocopy or telefax until the Custodian has received the original of the Agreement.

12.9 CONFIDENTIALITY. The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any regulator of the Custodian or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.

12.10 TAPE-RECORDING. The Fund on behalf of itself and its Customers authorizes the Custodian to tape record any and all telephonic or other oral instructions given to the Custodian by or on behalf of the Fund, including from any Authorized Person. This authorization will remain in effect until and unless revoked by the Fund in writing. The Fund further agrees to solicit valid written or other consent from any of its employees with respect to telephone communications to the extent such consent is required by applicable law.

12.11 COUNSEL/ CERTIFIED PUBLIC ACCOUNTANT. In fulfilling its duties hereunder, the Custodian shall be entitled to receive and act upon the advice of (i) counsel and/or a certified public accountant regularly retained by the Custodian in respect of such matters, (ii) counsel and/or a certified public accountant for the Fund or (iii) such counsel or certified public accountant as the Fund and the Custodian may agree upon, with respect to all matters, and the Custodian shall be without liability for any action reasonably taken or omitted pursuant to such advice.

12.12 CONFLICT. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities

dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that:

(a) the Custodian's and/or its associates' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement;

(b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;

(c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and

(d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

12.13 ONLINE TERMS AND CONDITIONS. Foreign exchange services provided under or otherwise referenced in this Agreement will be performed and subject to the terms and conditions posted on the Custodian's website at < http://www.bbh.com/fx/index.php/fx2/Terms_and_Conditions/> (the "FX Online Terms and Conditions"), which terms are available in hardcopy upon request, and which terms may be updated from time to time. The Custodian shall provide notice of any change to the FX Online Terms and Conditions to the Fund at least ten business days prior to their taking effect, unless the Custodian determines that the circumstances require that a shorter period apply. Foreign exchange transactions that occur or are placed on or after the effective date of such changes, as stated in the applicable notice, shall be governed by the modified FX Online Terms and Conditions.

13. DEFINITIONS. The following defined terms will have the respective meanings set forth below.

13.1 ADVANCE(S) shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include, without limitation, amounts due to the Custodian as the principal counterparty to any foreign exchange transaction with the Fund as described in Section 7.4.2 hereof, or paid to third parties for account of the Fund or in discharge of any expense, tax or other item payable by the Fund.

13.2 ADVANCE COSTS shall mean any Advance, interest on the Advance and any related expenses, including without limitation any mark to market loss of the Custodian or Subcustodian on any Investment to which Section 7.6.1 applies.

13.3 AGENCY ACCOUNT(S) shall mean any deposit account opened on the books of a Subcustodian or

other banking institution in accordance with Section 7.1 hereof.

13.4 AGENT(S) shall have the meaning set forth in the last sentence of
Section 6 hereof.

13.5 APPLICABLE LAW shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents);
(b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.

13.6 AUTHORIZED PERSON(S) shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1 hereof.

13.7 BOOK-ENTRY AGENT(S) shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar.

13.8 CLEARING CORPORATION shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market(s).

13.9 DELEGATION SCHEDULE shall mean any separate schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

13.10 ELECTRONIC AND ONLINE SERVICES SCHEDULE shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning certain electronic and online services as described therein and as may be made available from time to time by the Custodian to the Fund.

13.11 ELECTRONIC REPORTS shall mean any reports prepared by the Custodian and remitted to the Fund or its authorized representative via the internet or electronic mail.

13.12 EU shall mean the European Union and its member states

13.13 FOREIGN CUSTODY MANAGER shall mean the Fund's foreign custody manager appointed pursuant to Rule 17f-5 of the 1940 Act.

13.14 FOREIGN FINANCIAL REGULATORY AUTHORITY shall have the meaning given by Section 2(a)(50) of the 1940 Act.

13.15 FUNDS TRANSFER SERVICES SCHEDULE shall mean any separate schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund.

13.16 GLOBAL CUSTODY NETWORK LISTING shall mean the Countries and Subcustodians approved for Investments in non-U.S. Markets.

13.17 INSTRUCTION(S) shall have the meaning assigned in Section 4 hereof.

13.18 INVESTMENT ADVISOR shall mean any person or entity who is an Authorized Person to give Instructions with respect to the investment and reinvestment of the Fund's Investments.

13.19 INVESTMENT(S) shall mean any investment asset of the Fund, including without limitation securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets, but shall not include any Principal Account.

13.20 MARGIN ACCOUNT shall have the meaning set forth in Section 6.4 hereof.

13.21 OFAC shall mean the US Treasury Department's Office of Foreign Assets Control

13.22 PRINCIPAL ACCOUNT(S) shall mean deposit accounts of the Fund carried on the books of BBH&Co. as principal in accordance with Section 7 hereof.

13.23 SAFEKEEPING ACCOUNT shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Fund (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian.

13.24 SANCTIONS OR SANCTIONS REGIME(S) shall mean any governmental sanctions against countries, persons and entities that are imposed at any time by the US, the EU, the United Nations or any other jurisdiction, which Custodian must comply with.

13.25 SECURITIES DEPOSITORY shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market that, if a foreign Securities Depository, meets the definitional requirements of Rule 17f-7 under the 1940 Act.

13.26 SUBCUSTODIAN(S) shall mean each foreign bank appointed by the Custodian pursuant to Section 8 hereof, but shall not include Securities Depositories.

13.27 TRI-PARTY AGREEMENT shall have the meaning set forth in Section 6.4 hereof.

13.28 1940 ACT shall mean the Investment Company Act of 1940.

14. COMPENSATION. The Fund agrees to pay to the Custodian (a) a fee in an amount set forth in the fee letter between the Fund and the Custodian in effect on the date hereof or as amended from time to time, and (b) all out-of-pocket expenses incurred by the Custodian, including the fees and expenses of all Subcustodians and other amounts paid by the Custodian to a third party for account or benefit of the Fund, and payable from time to time. Amounts payable by the Fund under and pursuant to this Section 14 shall be payable by wire transfer to the Custodian at BBH&Co. in New York, New York.

15. TERMINATION. This Agreement may be terminated by either party in accordance with the provisions of this Section. The provisions of this Agreement and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

15.1 TERM, NOTICE AND EFFECT. This Agreement shall have an initial term of three (3) years from the date hereof. Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless either party terminates this Agreement by written notice effective no sooner than seventy-five (75) days following the date that notice to such effect shall be delivered to the other party at its address set forth in Section 12.5 hereof. Notwithstanding the foregoing provisions, 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 thirty (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, insolvency, or other similar law now or hereafter in effect.

15.2 NOTICE AND SUCCESSION. In the event a termination notice is given by a party hereto, all reasonable costs and expenses associated with any required systems, facilities, procedures, personnel, and other resourced modifications as well as the movement of records and materials and the conversion thereof shall be paid by the Fund for which Services shall cease to be performed hereunder. Furthermore, to the extent that it appears impracticable given the circumstances to effect an orderly delivery of the necessary and appropriate records of BBH to a successor within the time specified in the notice of termination as aforesaid, BBH and the Fund agree that this Agreement shall remain in full force and effect for such reasonable period as may be required to complete necessary arrangements with a successor.

15.3 SUCCESSOR CUSTODIAN. In the event of the appointment of a successor custodian, it is agreed that the Investments of the Fund held by the Custodian or any Subcustodian shall be delivered to the successor custodian in accordance with reasonable Instructions. The Custodian agrees to cooperate with the Fund in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of the new custodian. If no successor custodian shall be appointed, the Custodian shall in like manner transfer the Fund's Investments in accordance with Instructions.

15.4 DELAYED SUCCESSION. If no Instruction has been given as of the effective date of termination, Custodian may at any time on or after such termination date and upon ten (10) consecutive calendar days written notice to the Fund either (a) deliver the Investments of the Fund held hereunder to the Fund at the address designated for receipt of notices hereunder; or
(b) deliver any investments held hereunder to a bank or trust company having a capitalization of $2,000,000 USD equivalent and operating under the Applicable Law of the jurisdiction where such Investments are located, such delivery to be at the risk of the Fund. In

the event that Investments or moneys of the Fund remain in the custody of the Custodian or its Subcustodians after the date of termination owing to the failure of the Fund to issue Instructions with respect to their disposition or owing to the fact that such disposition could not be accomplished in accordance with such Instructions despite diligent efforts of the Custodian, the Custodian shall be entitled to compensation for its services with respect to such Investments and moneys during such period as the Custodian or its Subcustodians retain possession of such items and the provisions of this Agreement shall remain in full force and effect until disposition in accordance with this Section is accomplished.

16. COMPLIANCE POLICIES AND PROCEDURES. To assist the Fund in complying with Rule 38a-1 of the 1940 Act, BBH&Co. represents that it has adopted written policies and procedures reasonably designed to prevent violation of the federal securities laws in fulfilling its obligations under the Agreement and that it has in place a compliance program to monitor its compliance with those policies and procedures. BBH&Co will upon request provide the Fund with information about our compliance program as mutually agreed.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

The undersigned acknowledges that (I/we) have received a copy of this document.

BROWN BROTHERS HARRIMAN & CO.                          [THE FUND]
By: _________________________                          By: _____________________
Name:                                                  Name:
Title:                                                 Title:

Date: Date:

Brown Brothers Harriman & Co. ("BBH&Co.") is a limited partnership organized under the laws of the United States of America ("US") and is subject to the US Treasury Regulations set forth under 31 CFR 500, et seq. BBH&Co. may not establish any relationship with any Prohibited Person or Entity as such term is defined under the regulations. No customer of BBH&Co. may be owned or controlled by an entity or person: (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224, issued on September 24, 2001 ("EO13224")
<www.treasury.gov/offices/enforcement/ofac/programs/terror/terror.pdf>; (ii) whose name appears on the United States Treasury Department's Office of Foreign Assets Control ("OFAC") most current list of "Specifically Designated National and Blocked Persons" (which list may be published from time to time in various mediums including, but not limited to, the OFAC website; (iii) who commits, threatens to commit or supports "terrorism", as such term is defined in EO13224; or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) through (iv) above are herein referred to as a "Prohibited Person").

FUNDS TRANSFER SERVICES SCHEDULE
("FTSS")

In accordance with Section 4.2 of the Custodian Agreement, the Fund acknowledges the following terms and conditions in respect of all funds transfers effected by the Custodian. References to UCC 4A shall mean Article 4A of the Uniform Commercial Code as currently in effect in the State of New York.
Terms not otherwise defined herein shall have the meanings accorded to them in the Custodian Agreement.

1. Transmission of Payment Orders. Each FT Instruction shall be transmitted by such secured or authenticated means and subject to such security procedures as the Custodian shall make available to the Fund from time to time (such transmission method and security procedures, a CUSTODIAN DESIGNATED SECURITY PROCEDURE), unless the Fund shall elect to transmit such FT Instruction in accordance with a Fund Designated Security Procedure (as defined in Section 4 below). The Fund acknowledges and agrees that the Custodian will use the security procedures referenced in Sections 3 and 4 below solely to authenticate a FT Instruction, as set forth herein, and not to detect any errors or omissions therein.

2. Custodian Designated Security Procedure. The Custodian will make the following Custodian Designated Security Procedures available to the Fund for use in communicating FT Instructions to the Custodian:

o BBH Worldview[R] Payment Products. The Custodian offers to the Fund use of its BBH Worldview Payment Products ("BBH Worldview"), which are Custodian proprietary on-line payment order authorization facilities with built-in authentication procedures. The Custodian and the Fund shall each be responsible for maintaining the confidentiality of passwords or other codes used by them in connection with BBH Worldview. The Custodian will act on FT Instructions received through BBH Worldview without duty of further confirmation unless the Fund notifies the Custodian that its password is not secure. The Fund agrees that access to, and use of, BBH Worldview shall be governed by an Electronic and Online Services Schedule, which the Fund will execute prior to access to BBH Worldview.

o SWIFT Transmission. The Custodian and the Fund shall comply with SWIFT's authentication procedures. The Custodian will act on FT Instructions received via SWIFT provided the instruction is authenticated by the SWIFT system.

o Written Instructions. Instructions may be transmitted in an original writing that bears the manual signature of an Authorized Person(s).

3. Fund Designated Security Procedure. FT Instructions may be transmitted through such other means, and subject to such additional security procedures, as may be elected by the Fund (or by an Authorized Person entitled to give Instructions) and acknowledged and accepted by the Custodian (the transmission methods and security procedures referenced below, as may be supplemented by such additional security procedures, each a FUND DESIGNATED SECURITY PROCEDURE); it being understood that the Custodian's acknowledgment shall authorize it to accept such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the means utilized by the Fund.

o Computer Transmission. The Custodian is able to accept transmissions sent from the Fund's computer facilities to the Custodian's computer facilities. If the Fund determines to use its proprietary transmission or other electronic transmission method, it must provide Custodian sufficient notice and information to allow testing or other confirmation that FT Instructions received via the Fund Designated Security Procedure can be processed in good time and order. The Custodian may require the Fund to execute additional documentation prior to the use of such transmission method.

o Facsimile Transmission.

A FT Instruction transmitted to the Custodian by facsimile transmission must be transmitted by the Fund to a telephone number specified from time to time by the Custodian for such purposes. The Custodian will then follow one of the procedures below:

1. If the facsimile requests a non-repetitive order, the Custodian will call the Fund and request to speak to a person authorized to validate orders on behalf of the Fund, and confirm the authorization and details of the payment order (a CALLBACK);

2. If the facsimile FT Instruction pertains to a repetitive payment order (see Section 7 below), the Custodian may (at its sole discretion) perform a Callback. The Fund acknowledges that prior to its issuance of any repetitive payment order, it must (a) request that the appropriate repetitive payment order process be approved and set up at the Custodian, and (b) complete such documentation as may be required by the Custodian, including a PPO (as defined in Section 7).

The Custodian shall rely on the purported identity of the originator but due to the lack of reliability of a facsimile signature, it will not perform signature verification on facsimiles.

o Telephonic. The Fund may call a telephonic payment order into the Custodian at the telephone number designated from time-to-time by the Custodian for that purpose. The caller shall identify herself/himself as an Authorized Person. The Custodian shall obtain the FT Instruction details from the caller. The Custodian shall then follow one of the procedures below:

i. If the telephonic FT Instruction pertains to a non-repetitive payment order, the Custodian will perform a Callback; or

ii. If the telephonic FT Instruction pertains to a repetitive payment order (see Section 7 below), the Custodian may (at its sole discretion) perform a Callback. The Fund acknowledges that prior to its issuance of any repetitive payment order, it must
(a) request that the appropriate repetitive payment order process be approved and set up at the Custodian, and (b) complete such documentation as may be required by the Custodian, including a PPO.

In electing to transmit a FT Instruction via a Fund Designated Security Procedure, the Fund (i) agrees to be bound by the transaction(s) or payment order(s) specified on said FT Instruction, whether or not authorized, and accepted by the Custodian in compliance with such Fund Designated Security Procedure, and (ii) accepts the risk associated with such Fund Designated Security Procedure and confirms it is commercially reasonable for the transmission and authentication of the FT Instruction.

The parties agree that the Fund's transmission of a FT Instruction by means of any of the above Fund Designated Security Procedures and the Custodian's acceptance and execution of such FT Instruction shall constitute a FT Instruction sent via a Fund Designated Security Procedure and governed by the terms of this FTSA.

4. Rejection of Payment Orders; Rescission of Designated Security Procedure. The Custodian shall give the Fund timely notice of the Custodian's rejection of a FT Instruction. Such notice may be given in writing, via a Custodian Designated Security Procedure or any Fund Designated Security Procedure used by the Fund, or orally by telephone, each of which is hereby deemed commercially reasonable. In the event the Custodian fails to execute a properly executable FT Instruction and fails to give the Fund notice of the Custodian's non-execution, the Custodian shall be liable only for the Fund's actual damages and only to the extent that such damages are recoverable under UCC 4A. The Custodian, after providing prior written notice, may decide to no longer accept a particular Fund or Custodian Designated Security Procedure, or to do so only on revised terms, in the event that it determines that such agreed or established method of transmission represents a security risk or is attendant to any general change in the Custodian's policy regarding FT Instructions. Notwithstanding anything in this FTSA and the Agreement to the contrary, the Custodian shall in no event be liable for any consequential, indirect, special or punitive damages under this FTSA, whether or not such damages relate to services covered by UCC 4A, even if the Custodian was advised of the possibility of such damages.

5. Cancellation of Payment Orders. The Fund may cancel a FT Instruction but the Custodian shall have no liability for the Custodian's failure to act on a cancellation FT Instruction unless the Custodian has received such cancellation FT Instruction at a time and in a manner affording the Custodian reasonable opportunity to act prior to

the Custodian's execution of the original FT Instruction. Any cancellation FT Instruction shall be sent and confirmed by such means as is set forth in Section 3 or 4 above.

6. Preauthorized Repetitive Payment Orders. The Fund may establish with the Custodian a process to preauthorize certain repetitive payments or transfers. The Fund will execute all documentation required by the Custodian, including a separate Preauthorized Repetitive Payment Order (PPO) form. The PPO shall be delivered to the Custodian in writing or by another Custodian Designated Security Procedure or Fund Designated Security Procedure, and will become effective after the Custodian shall have had a reasonable opportunity to act thereon (or if later, two (2) banking days after receipt by the Custodian). The PPO may take the form of either:

(i) A STANDING INSTRUCTION in which the Fund provides in the PPO all required information for a FT Instruction (except for the transfer date and amount) on a "standing instructions" basis. The Fund may from time-to-time instruct the Custodian to make a payment under the PPO, in writing or another Custodian Designated Security Procedure or Fund Designated Security Procedure, which instruction shall reference the repetitive line number (a number assigned to it by the Custodian after execution of the PPO), details of the payment, the transfer date and the amount of the transfer; or

(ii) A RECURRING INSTRUCTION in which the Fund supplies all required information for a FT Instruction with an instruction to process such payments with a specific frequency.

7. Responsibility for the Detection of Errors in Payment Orders; Liability of the Parties. The purpose of any Fund Designated Security Procedure or Custodian Designated Security Procedure is to confirm the authenticity of any FT Instruction and is not designed to detect errors or omissions in such FT Instructions. Therefore, the Custodian is not responsible for detecting any Fund error or omission contained in any FT Instruction received by the Custodian. In the event that the FT Instruction either (i) identifies the beneficiary by both a name and an identifying or Fund account number and the name and number identify different persons or entities, or (ii) identifies any Fund by both a name and an identifying number and the number identifies a person or entity different from the Fund identified by name, execution of the relevant payment order, payment to the beneficiary, cancellation of the payment order or actions taken by the Custodian or any Fund in respect of such payment order may be made solely on the basis of the number.

The Custodian shall not be liable for interest on the amount of any FT Instruction that was not authorized or was erroneously executed unless the Fund so notifies the Custodian within thirty (30) days following the Fund's receipt of notice that such FT Instruction was processed. Any compensation payable in the form of interest shall be payable in accordance with UCC 4A. If a FT Instruction in the name of the Fund and accepted by the Custodian was not authorized by the Fund, the liability of the parties will be governed by the applicable provisions of UCC 4A.

ELECTRONIC AND ON-LINE SERVICES SCHEDULE

This Electronic and On-Line Services Schedule (this SCHEDULE) to a Custodian Agreement dated as of _____________________(as amended from time to time hereafter, the AGREEMENT) by and between Brown Brothers Harriman & Co. (WE, US OUR) and ______________________ (YOU, YOUR), provides general provisions governing your use of and access to the Services (as hereinafter defined) provided to you by us via the Internet (at www.bbhco.com or such other URL as we may instruct you to use to access our products) and via a direct dial-up connection between your computer and our computers, as of ________________, _____, 20__ (the EFFECTIVE DATE). Use of the Services constitutes acceptance of the terms and conditions of this Schedule, any Appendices hereto, the Terms and Conditions posted on our web site, and any terms and conditions specifically governing a particular Service or our other products, which may be set forth in the Agreement or in a separate related agreement (collectively, the RELATED AGREEMENTS).

1. GENERAL TERMS.

You will be granted access to our suite of online products, which may include, but shall not be limited to the following services via the Internet or dial-up connection (each separate service is a SERVICE; collectively referred to as the SERVICES):

1.1. BBH WorldView[R], a system for effectuating securities and fund trade instruction and execution, processing and handling instructions, and for the input and retrieval of other information;

1.2. F/X WorldView, a system for executing foreign exchange trades;

1.3. Fund WorldView, a system for receiving fund and prospectus information;

1.4. BBHCOnnect, a system for placing securities trade instructions and following the status and detail of trades;

1.5. ActionView[SM], a system for receiving certain corporate action information; and,

1.6. Such other services as we shall from time to time offer.

2. SECURITY / PASSWORDS.

2.1. A digital certificate and/or an encryption key may be required to access certain Services. You may apply for a digital certificate and/or an encryption key by following the procedures set forth at http://www.bbh.com/certs/. You also will need an identification code (ID) and password(s) (PASSWORD) to access the Services.

2.2. You agree to safeguard your digital certificate and/or encryption key, ID, and Password and not to give or make available, intentionally or otherwise, your digital certificate, ID, and/or Password to any unauthorized person. You must immediately notify us in writing if you believe that your digital certificate and/or encryption key, Password, or ID has been compromised or if you suspect unauthorized access to your account by means of the Services or otherwise, or when a person to whom a digital certificate and/or an encryption key, Password, or ID has been assigned leaves or is no longer permitted to access the Services.

2.3. We will not be responsible for any breach of security, or for any unauthorized trading or theft by any third party, caused by your failure (be it intentional, unintentional, or negligent) to maintain the confidentiality of your ID and/or Password and/or the security of your digital certificate and/or encryption key.

3. INSTRUCTIONS.

3.1. Proper instructions under this Schedule shall be provided as designated in the Related Agreements ( INSTRUCTIONS).

3.2. The following additional provisions apply to Instructions provided via the Services:

a. Instructions sent by electronic mail will not be accepted or acted upon.

b. You authorize us to act upon Instructions received through the Services utilizing your digital certificate, ID, and/or Password as though they were duly authorized written instructions, without any duty of verification or inquiry on our part, and agree to hold us harmless for any losses you experience as a result.

c. From time to time, the temporary unavailability of third party telecommunications or computer systems required by the Services may result in a delay in processing Instructions. In such an event, we shall not be liable to you or any third party for any liabilities, losses, claims, costs, damages,

penalties, fines, obligations, or expenses of any kind (including without limitation, reasonable attorneys', accountants', consultants', or experts' fees and disbursements) that you experience due to such a delay.

4. ELECTRONIC DOCUMENTS.

We may make periodic statements, disclosures, notices, and other documents available to you electronically, and, subject to any delivery and receipt verification procedures required by law, you agree to receive such documents electronically and to check the statements for accuracy. If you believe any such statement contains incorrect information, you must follow the procedures set forth in the Related Agreement(s).

5. MALICIOUS CODE.

You understand and agree that you will be responsible for the introduction (by you, your employees, agents, or representatives) into the Services, whether intentional or unintentional, of (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Services themselves; or
(ii) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Services or the system containing the software code for the Services (MALICIOUS CODE). You agree to take all necessary actions and precautions to prevent the introduction and proliferation of any Malicious Code into those systems that interact with the Services.

6. INDEMNIFICATION.

For avoidance of doubt, you hereby agree that the provisions in the Related Agreement(s) related to your indemnification of us and any limitations on our liability and responsibilities to you shall be applicable to this Agreement, and are hereby expressly incorporated herein. You agree that the Services are comprised of telecommunications and computer systems, and that it is possible that Instructions, information, transactions, or account reports might be added to, changed, or omitted by electronic or programming malfunction, unauthorized access, or other failure of the systems which comprise the Services, despite the security features that have been designed into the Services. You agree that we will not be liable for any action taken or not taken in complying with the terms of this Schedule, except for our willful misconduct or gross negligence. The provisions of this paragraph shall survive the termination of this Schedule and the Related Agreements.

7. PAYMENT.

You may be charged for services hereunder as set forth in a fee schedule from time to time agreed by us.

8. TERM/TERMINATION.

8.1. This Schedule is effective as of the date you sign it or first use the Services, whichever is first, and continues in effect until such time as either you or we terminate the Schedule in accordance with this Section 8 and/or until your off-line use of the Services is terminated.

8.2. We may terminate your access to the Services at any time, for any reason, with five (5) business days prior notice; provided that we may terminate your access to the Services with no prior notice (i) if your account with us is closed, (ii) if you fail to comply with any of the terms of this Agreement, (iii) if we believe that your continued access to the Services poses a security risk, or (iv) if we believe that you are violating or have violated applicable laws, and we will not be liable for any loss you may experience as a result of such termination. You may terminate your access to the Services at any time by giving us ten (10) business days notice. Upon termination, we will cancel all your Passwords and IDs and any in- process or pending Instructions will be carried out or cancelled, at our sole discretion.

9. MISCELLANEOUS.

9.1. NOTICES. All notices, requests, and demands (other than routine operational communications, such as Instructions) shall be in such form and effect as provided in the Related Agreement(s).

9.2. INCONSISTENT PROVISIONS. Each Service may be governed by separate terms and conditions in addition to this Schedule and the Related Agreement(s). Except where specifically provided to the contrary in this Schedule, in the event that such separate terms and conditions conflict with this Schedule and the Related Agreement(s), the provisions of this Schedule shall prevail to the extent this Schedule applies to the transaction in question.

9.3. BINDING EFFECT; ASSIGNMENT; SEVERABILITY. This Schedule shall be binding on you, your employees, officers and agents. We may assign or delegate our rights and duties under this Schedule at any time without notice to you. Your rights under this Schedule may not be assigned without our prior written consent. In the event that any provision of this Schedule conflicts with the law under which this Schedule is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over you and us, such provision shall be deemed to be restated to effectuate as nearly as possible the purposes of the Schedule in accordance with applicable law. The remaining provisions of this Schedule and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

9.4. CHOICE OF LAW; JURY TRIAL. This Schedule shall be governed by and construed, and the legal relations between the parties shall be determined, in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws. Each party agrees to waive its right to trial by jury in any action or proceeding based upon or related to this Agreement. The parties agree that all actions and proceedings based upon or relating to this Schedule shall be litigated exclusively in the federal and state courts located within New York City, New York.

The undersigned acknowledges that (I/we) have received a copy of this document.

[FUND] ("YOU")

By: __________________________________

Title: _______________________________

Date: ________________________________

17F-5 DELEGATION SCHEDULE

By its execution of this Delegation Schedule dated as of _____________, 20__, between __________________________, a management investment company registered with the Securities and Exchange Commission (the COMMISSION) under the Investment Company Act of 1940, as amended (the 1940 ACT), acting through its Board of Directors/Trustees or its duly appointed representative (the FUND), hereby appoints BROWN BROTHERS HARRIMAN & CO., a New York limited partnership with an office in Boston, Massachusetts (the DELEGATE) as its delegate to perform certain functions with respect to the custody of Fund's Assets outside the United States.

1. Maintenance of Fund's Assets Abroad. The Fund, acting through its Board or its duly authorized representative, hereby instructs the Delegate pursuant to the terms of the Custodian Agreement dated as of the date hereof executed by and between the Fund and the Delegate (the CUSTODIAN AGREEMENT) to place and maintain the Fund's Assets in countries outside the United States in accordance with Instructions received from the Fund's Investment Advisor. Such instruction shall constitute an Instruction under the terms of the Custodian Agreement. The Fund acknowledges that (a) the Delegate shall perform services hereunder only with respect to the countries where it accepts delegation as Foreign Custody Manager as indicated on the Delegate's Global Custody Network Listing; (b) depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and (c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as to which the Delegate determines it will not provide delegation services.

2. Delegation. Pursuant to the provisions of Rule 17f-5 under the 1940 Act as amended, the Board hereby delegates to the Delegate, and the Delegate hereby accepts such delegation and agrees to perform only those duties set forth in this Delegation Schedule concerning the safekeeping of the Fund's Assets in each of the countries as to which it acts as the Board's delegate. The Delegate is hereby authorized to take such actions on behalf of or in the name of the Fund as are reasonably required to discharge its duties under this Delegation Schedule, including, without limitation, to cause the Fund's Assets to be placed with a particular Eligible Foreign Custodian in accordance herewith. The Fund confirms to the Delegate that the Fund or its Investment Adviser has considered the Sovereign Risk and prevailing Country Risk as part of its continuing investment decision process, including such factors as may be reasonably related to the systemic risk of maintaining the Fund's Assets in a particular country, including, but not limited to, financial infrastructure, prevailing custody and settlement systems and practices (including the use of any Securities Depository in the context of information provided by the Custodian in the performance of its duties as required under Rule 17f-7 and the terms of the Custodian Agreement governing such duties), and the laws relating to the safekeeping and recovery of the Fund's Assets held in custody pursuant to the terms of the Custodian Agreement.

3. Selection of Eligible Foreign Custodian and Contract Administration. The Delegate shall perform the following duties with respect to the selection of Eligible Foreign Custodians and administration of certain contracts governing the Fund's foreign custodial arrangements:

(a) Selection of Eligible Foreign Custodian. The Delegate shall place and maintain the Fund's Assets with an Eligible Foreign Custodian, provided that the Delegate shall have determined that the Fund's Assets will be subject to reasonable care based on the standards applicable to custodians in the relevant market after considering factors relevant to the safekeeping of such assets including without limitation:

(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 controls and procedures for dealing with any Securities Depository, the method of keeping custodial records, and the security and data protection practices;

(ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Fund's Assets;

(iii) The Eligible Foreign Custodian's general reputation and standing; and

(iv) Whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of such Eligible

Foreign Custodian in the United States or such Eligible Foreign Custodian's appointment of an agent for service of process in the United States or consent to jurisdiction in the United States.

The Delegate shall be required to make the foregoing determination to the best of its knowledge and belief based only on information reasonably available to it.

(b) Contract Administration. The Delegate shall cause that the foreign custody arrangements with an Eligible Foreign Custodian shall be governed by a written contract that the Delegate has determined will provide reasonable care for Fund assets based on the standards applicable to custodians in the relevant market. Each such contract shall, except as set forth in the last paragraph of this subsection (b), include provisions that provide:

(i) For indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract;

(ii) That the Fund's Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Custodian arising under bankruptcy, insolvency or similar laws;

(iii) That beneficial ownership of the Fund's Assets will be freely transferable without the payment of money or value other than for safe custody or administration;

(iv) That adequate records will be maintained identifying the Fund's Assets as belonging to the Fund or as being held by a third party for the benefit of the Fund;

(v) That the Fund's independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of such records; and

(vi) That the Delegate will receive sufficient and timely periodic reports with respect to the safekeeping of the Fund's Assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing the Fund's Assets.

Such contract may contain, in lieu of any or all of the provisions specified in this Section 3(b), such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Fund's Assets as the specified provisions, in their entirety.

(c) Limitation to Delegated Selection. Notwithstanding anything in this Delegation Schedule to the contrary, the duties under this Section 3 shall apply only to Eligible Foreign Custodians selected by the Delegate and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Section 7 of this Delegation Schedule.

4. Monitoring. The Delegate shall establish a system to monitor at reasonable intervals (but at least annually) the appropriateness of maintaining the Fund's Assets with each Eligible Foreign Custodian that has been selected by the Delegate pursuant to Section 3 of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of placement of the Fund's Assets in accordance with the criteria established under Section 3(a) of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of the contract governing the Fund's arrangements in accordance with the criteria established under Section 3(b) of this Delegation Schedule.

5. Reporting. At least annually and more frequently as mutually agreed between the parties, the Delegate shall provide to the Board written reports specifying placement of the Fund's Assets with each Eligible Foreign Custodian selected by the Delegate pursuant to Section 3 of this Delegation Schedule and shall promptly report on any material changes to such foreign custody arrangements. Delegate will prepare such a report with respect to any Eligible Foreign Custodian that the Delegate has been instructed to use pursuant to Section 7 of this Delegation Schedule only to the extent specifically agreed with respect to the particular situation.

6. Withdrawal of Fund's Assets. If the Delegate determines that an arrangement with a specific Eligible Foreign Custodian selected by the Delegate under
Section 3 of this Delegation Schedule no longer meets the requirements of said Section, Delegate shall withdraw the Fund's Assets from the non-complying arrangement as soon as reasonably practicable; provided, however, that if in the reasonable judgment of the Delegate, such

withdrawal would require liquidation of any of the Fund's Assets or would materially impair the liquidity, value or other investment characteristics of the Fund's Assets, it shall be the duty of the Delegate to provide information regarding the particular circumstances and to act only in accordance with Instructions of the Fund or its Investment Advisor with respect to such liquidation or other withdrawal.

7. Direction as to Eligible Foreign Custodian. Notwithstanding this Delegation Schedule, the Fund, acting through its Board, its Investment Advisor or its other Authorized Representative, may direct the Delegate to place and maintain the Fund's Assets with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which the Custodian will not provide delegation services. In such event, the Delegate shall be entitled to rely on any such instruction as an Instruction under the terms of the Custodian Agreement and shall have no duties under this Delegation Schedule with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance.

8. Standard of Care. In carrying out its duties under this Delegation Schedule, the Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for safekeeping the Fund's Assets would exercise.

9. Representations. The Delegate hereby represents and warrants that it is a U.S. Bank and that this Delegation Schedule has been duly authorized, executed and delivered by the Delegate and is a legal, valid and binding agreement of the Delegate.

The Fund hereby represents and warrants that its Board of Directors has determined that it is reasonable to rely on the Delegate to perform the delegated responsibilities provided for herein and that this Delegation Schedule has been duly authorized, executed and delivered by the Fund and is a legal, valid and binding agreement of the Fund.

10. Effectiveness; termination. This Delegation Schedule shall be effective as of the date on which this Delegation Schedule shall have been accepted by the Delegate, as indicated by the date set forth below the Delegate's signature. This Delegation Schedule may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Such termination shall be effective on the 30th calendar day following the date on which the non-terminating party shall receive the foregoing notice. The foregoing to the contrary notwithstanding, this Delegation Schedule shall be deemed to have been terminated concurrently with the termination of the Custodian Agreement.

11. Notices. Notices and other communications under this Delegation Schedule are to be made in accordance with the arrangements designated for such purpose under the Custodian Agreement unless otherwise indicated in a writing referencing this Delegation Schedule and executed by both parties.

12. Definitions. Capitalized terms not otherwise defined in this Delegation Schedule have the following meanings:

a. Country Risk -- shall have the meaning set forth in Section [ ] of the Custodian Agreement.

b. Eligible Foreign Custodian - shall have the meaning set forth in Rule 17f-5(a)(1) of the 1940 Act and shall also include a U.S. Bank.

c. Fund's Assets - shall mean any of the Fund's investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund's transactions in such investments.

d. Instructions - shall have the meaning set forth in the Custodian Agreement.

e. Securities Depository - shall have the meaning set forth in Rule 17f-7 of the 1940 Act.

f. Sovereign Risk - shall have the meaning set forth in Section [6.3] of the Custodian Agreement.

g . U.S. Bank - shall mean a bank which qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the 1940 Act.

13. Governing Law and Jurisdiction. This Delegation Schedule shall be construed in accordance with the laws of the State of New York. The parties hereby submit to the exclusive jurisdiction of the Federal courts sitting in the State of New York or the Commonwealth of Massachusetts or of the state courts of either such State or such Commonwealth.

14. Fees. Delegate shall perform its functions under this Delegation Schedule for the compensation determined under the Custodian Agreement.

15. Integration. This Delegation Schedule sets forth all of the Delegate's duties with respect to the selection and monitoring of Eligible Foreign Custodians, the administration of contracts with Eligible Foreign Custodians, the withdrawal of assets from Eligible Foreign Custodians and the issuance of reports in connection with such duties. The terms of the Custodian Agreement shall apply generally as to matters not expressly covered in this Delegation Schedule, including dealings with the Eligible Foreign Custodians in the course of discharge of the Delegate's obligations under the Custodian Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

The undersigned acknowledges that (I/we) have received a copy of this document.

BROWN BROTHERS HARRIMAN & CO.                          [FUND]
By: _________________________                          By: _____________________
Name:                                                  Name:

Title: Title:

SERIES SCHEDULE DATED SEPTEMBER __, 2014 TO
ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND
LOGAN CIRCLE PARTNERS, L.P. (THE "INVESTMENT ADVISOR")
ON BEHALF OF THE LOGAN CIRCLE PARTNERS FUNDS
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES

FUNDS:                                  [NAME OF FUNDS] and any additional funds
                                        established subsequent to the date
                                        hereof (each a "Fund" and collectively,
                                        the "Funds")

ADMINISTRATION AND                      The following fees shall be calculated
FUND ACCOUNTING FEES:                   daily and payable monthly to SEI under
                                        the Amended Agreements out of the assets
                                        of each Fund, except to the extent the
                                        Adviser agrees to waive its fees or
                                        reimburse the Fund's expenses, in which
                                        case such fees shall be paid by the
                                        Adviser.  Each Fund will be charged the
                                        greater of its Asset Based Fee or its
                                        Annual Minimum Fee. The fees applicable
                                        to each Fund will be based on the
                                        investment strategy of the Fund as set
                                        forth below.

CORE PLUS OR HIGH YIELD FUND            10 basis points on the first $500
FUND ASSET BASED FEE:                   million in assets;
                                        9 basis points for assets between $500
                                        and $750 million;
                                        8 basis points for all assets in excess
                                        of $750 million.

MULTI-SECTOR FUND                       12 basis points on the first $500
ASSET BASED FEE:                        million in assets;
                                        10 basis points for assets between $500
                                        and $750 million;
                                        9 basis points for all assets in excess
                                        of $750 million.

EQUITY GROWTH FUND                      10 basis points on the first $500
FUND ASSET BASED FEE:                   million in assets;
                                        8 basis points for all assets in excess
                                        of $500 million.

                                        The Asset Based Fees shall be calculated
                                        based on the aggregate average daily net
                                        assets of a Fund during the relevant
                                        period.

ANNUAL MINIMUM FEE:                     The initial Annual Minimum Fee shall be
                                        $100,000 for each Fund with either a
                                        Core Plus or High Yield investment
                                        strategy, $110,000 for each Fund with
                                        a Multi-Sector investment strategy, and
                                        $100,000 for each Fund with an Equity
                                        Growth Plus investment strategy.  The
                                        foregoing Annual Minimum Fees assume
                                        that each Fund includes one class of
                                        shares of beneficial interest (each,
                                        a "Class").

                                        In the event a Fund is comprised of more
                                        than one Class, the Fund will be
                                        assessed an additional annual fee equal
                                        to $10,000 per Class.

NEW FUND FEES:                          There will be a one-time additional
                                        service charge of $10,000 for services
                                        provided by SEI in assisting and
                                        coordinating the launch of each new Fund
                                        on behalf of the Adviser, such fee to be
                                        paid by the Adviser by electronic wire
                                        transfer of immediately available funds
                                        to the wire instructions set forth below
                                        in advance of SEI beginning performance
                                        of the new Fund organizational services;
                                        provided, however, that such fee shall
                                        not apply with respect to the first five
                                        Funds established hereunder. For the
                                        avoidance of doubt, this Schedule need
                                        not be updated each time a new Fund is
                                        added to the Trust.

                                        Wells Fargo Bank NA
                                        Winston-Salem, NC
                                        ABA # 053000219
                                        SEI Investments Company
                                        Acct #2079900401288
                                        Ref: LOGAN CIRCLE PARTNERS SERIES TRUST
                                        -- New Funds

ADVISER MAINTENANCE FEE:                To the extent that the Board of Trustees
                                        of the Trust (the "Board") has approved
                                        a Fund within the Trust and approved
                                        Adviser as the Fund's adviser, and such
                                        Fund has not commenced operations (as
                                        defined below) by the date that is the
                                        three-month anniversary of the date of
                                        the last such approval (the "Approval
                                        Date"), then Adviser shall pay SEI a
                                        relationship maintenance fee equal to
                                        $400 per month for each month that the
                                        Fund has not commenced operations and
                                        such fee shall be retroactive to include
                                        each of the first three months following
                                        the Approval Date. For purposes of the
                                        foregoing, a Fund shall be deemed to
                                        have "commenced operations" as of the
                                        date on which SEI first calculates a
                                        Fund's official net asset value.

ANNUAL CPI INCREASE:                    From and after the expiration of the
                                        Initial Term, the fees payable hereunder
                                        shall be subject to one annual increase
                                        at SEI's discretion, equal to the
                                        percentage increase in the Philadelphia
                                        Consumer Price Index since the Amendment
                                        Effective Date with respect to the first
                                        such increase and since the date of the
                                        immediately preceding increase with
                                        respect to all subsequent increases;
                                        provided, however, that SEI shall notify
                                        a Fund of its intent to effectuate any
                                        such increase at least thirty days prior
                                        to the effectiveness of such increase.


REORGANIZATION FEES:                    The Adviser shall pay SEI a transaction
                                        charge equal to $50,000 in connection
                                        with each Reorganization Event to which
                                        any Fund thereof is a party, provided
                                        however that a Fund's transition into
                                        the Trust shall not be considered to be
                                        a Reorganization Event. For purposes of
                                        the foregoing, a "Reorganization Event"
                                        means any material change in the
                                        organizational structure of a Fund,
                                        including, without limitation, any
                                        merger, acquisition or divestiture of
                                        all or any portion of the assets of a
                                        Fund as well as any acquisition or
                                        merger by a Fund of any other Fund or
                                        assets into the Fund.

OPERATIONAL AUTOMATION:                 A critical component of SEI's services
                                        is valuation of a Fund's portfolio.
                                        Automated trade delivery and receipt
                                        between a Fund's Adviser and
                                        Administrator is critical to high
                                        quality service. Accordingly,
                                        Administrator and the Adviser agree to
                                        use best efforts to implement automated
                                        trade delivery and receipt as soon as
                                        practicable after a Fund's establishment
                                        in the Trust.

TERM:                                   The term of the Schedule with respect to
                                        each Fund for the fund administration
                                        and accounting agreement shall be for a
                                        period of four years from and after the
                                        date that the Fund commences operations
                                        and SEI begins calculating such Fund's
                                        official net asset value (the "Initial
                                        Term"). Following expiration of the
                                        Initial Term, the term shall continue in
                                        effect for successive periods of two
                                        years (each, a "Renewal Term").

                                        The Initial Term of the Schedule with
                                        respect to each Fund for the
                                        distribution agreement shall be for a
                                        period of two years, and each Renewal
                                        Term shall be for one year periods.

TERMINATION:                            The Schedules may be terminated only:
                                        (a) by SEI or a Fund at the end of the
                                        Initial Term or the end of any Renewal
                                        Term on ninety days prior written
                                        notice; (b) by SEI or a Fund on such
                                        date as is specified in written notice
                                        given by the terminating party, in the
                                        event of a material breach of this
                                        Agreement by the other party, provided
                                        the terminating party has notified the
                                        other party of such material breach at
                                        least sixty days prior to the specified
                                        date of termination and the breaching
                                        party has not remedied such breach by
                                        the specified date; (c) as to any Fund,
                                        upon forty-five days prior written
                                        notice, effective (i) upon the
                                        reorganization or merger of a Fund into
                                        another entity, provided that SEI or one
                                        of its affiliates enters into a written
                                        agreement to provide administration
                                        services on behalf of such surviving
                                        entity, or (ii) upon any "change of
                                        control" of the Adviser by sale, merger,
                                        reorganization, acquisition or other
                                        disposition of substantially all of the
                                        assets of the Adviser to a third party,
                                        provided that SEI or one of its
                                        affiliates enters into a written
                                        agreement to provide administration
                                        services on behalf of the third party or
                                        surviving entity; or (d) by a Fund
                                        giving ninety days prior notice in
                                        writing to SEI prior to the Liquidation
                                        (as hereinafter defined) of such Fund.
                                        For purposes of this paragraph, the term
                                        "Liquidation" shall mean a transaction
                                        in which all the assets of a Fund are
                                        sold or otherwise disposed of and
                                        proceeds there from are distributed in
                                        cash to the shareholders in complete
                                        liquidation of the interests of Interest
                                        holders in such Fund. Termination for
                                        Liquidation shall be effective as of the
                                        date of such Liquidation.
                                        Notwithstanding the foregoing, the right
                                        to terminate for Liquidation set forth
                                        herein shall not relieve the liquidating
                                        Fund of its obligation to pay the fees
                                        set forth in the Amended Agreements for
                                        the remainder of the ninety day notice
                                        period referenced herein. For purposes
                                        of this paragraph, the term "change of
                                        control" shall mean any transaction that
                                        results in the transfer of right, title
                                        and ownership of fifty-one percent or
                                        more of the equity interests of the
                                        Adviser to a third party. For the
                                        avoidance of doubt, except as expressly
                                        set forth below, the Amended Agreements
                                        may be terminated as set forth above for
                                        no additional fees and the Buyout Amount
                                        set forth below shall not be apply.

EARLY TERMINATION:                      In the event that the parties may agree
                                        to terminate the Amended Agreements with
                                        respect to a Fund before the expiration
                                        of the then current term (hereinafter,
                                        an "Early Termination"), on or before
                                        such effective date of termination, (i)
                                        the terminating Fund shall not be in
                                        material breach of the Amended Agreement
                                        and (ii) the Adviser shall pay a Buyout
                                        Amount to SEI in the manner set forth
                                        below. As used herein, the term "Buyout
                                        Amount" shall mean the amount that is
                                        equal to (1) the average monthly fee
                                        payable by the Fund to SEI hereunder
                                        during the six month period (or such
                                        shorter period if fewer than six

                                        months have elapsed since the effective
                                        date of this Schedule) immediately
                                        preceding the mutual agreement called
                                        for in this paragraph multiplied by (2)
                                        the number of months remaining in the
                                        then current term (including any Renewal
                                        Term to which the Fund is already
                                        committed); provided, however, that in
                                        the event that the Early Termination is
                                        effected upon any "change of control" of
                                        the Adviser by sale, merger,
                                        reorganization, acquisition or other
                                        disposition of substantially all of the
                                        assets of the Adviser to a third party
                                        and neither SEI nor one of its
                                        affiliates enters into a written
                                        agreement to provide administration
                                        services on behalf of the third party or
                                        surviving entity, then the term "Buyout
                                        Amount" shall mean the amount that is
                                        equal to (1) the average monthly fee
                                        payable by the Fund to SEI hereunder
                                        during the six month period (or such
                                        shorter period if fewer than six months
                                        have elapsed since the effective date of
                                        this Schedule) immediately preceding the
                                        mutual agreement called for in this
                                        paragraph multiplied by (2) the lesser
                                        of (x) the number of months remaining in
                                        the then current term (including any
                                        Renewal Term to which the Fund is
                                        already committed) or (y) twelve months.
                                        The Adviser shall pay the Buyout Amount
                                        to SEI promptly after the effective date
                                        of the Early Termination by means of
                                        wire or other immediately available
                                        funds. ADVISER EXPENSE REPAYMENT: FINRA
                                        fees for mutual fund marketing materials
                                        advanced by SEI, in its sole discretion
                                        on behalf of a Fund or the undersigned
                                        Adviser not covered under an expense
                                        limitation agreement between a Fund and
                                        the Adviser and such other fees as the
                                        parties may mutually agree upon in
                                        advance and in writing from time to time
                                        shall be promptly repaid to SEI
                                        ("Repayment Obligation"). Any such
                                        Repayment Obligation of the Adviser
                                        shall survive: (i) the termination of
                                        the Agreement and this Schedule thereto,
                                        (ii) any merger or liquidation of any
                                        subject Fund, unless and until the
                                        Repayment Obligation is indefeasibly
                                        paid in full.

ASSUMPTIONS:                            The Adviser on behalf of each Fund shall
                                        use commercially reasonable efforts to
                                        implement automatic trade communication
                                        to SEI and automated custody
                                        reconciliation as soon as practicable
                                        following the date of this Schedule.

                                        The Adviser acknowledges and accepts
                                        that the Trust structure in place
                                        facilitates the administrative service
                                        offering by SEI and that certain Trust
                                        level service provider agreements
                                        currently in place (e.g., Transfer
                                        Agency Agreement, Custody Agreement) are
                                        entered into and agreed to between the
                                        Trust and the applicable service
                                        provider and that the services being
                                        provided otherwise benefit the Fund. The
                                        Adviser acknowledges and agrees that it
                                        has reviewed and understands the general
                                        terms and conditions of these service
                                        provider agreements and consents to the
                                        obligations, applicable fees and the
                                        services to be provided to the Fund
                                        under such Agreements.

INVESTMENT ADVISOR                      The Investment Advisor shall be
SPECIFIC OBLIGATIONS                    responsible for providing the following
                                        information to the Administrator as
                                        indicated:

                                        (a)  A list of contact persons (primary,
                                             backup and secondary backup) of
                                             each Series' Investment Advisor,
                                             and, if applicable, sub-advisor,
                                             who can be reached until 6:30 p.m.
                                             ET with respect to valuation
                                             matters.

                                        (b)  Copies of all Trust Data reasonably
                                             requested by the Administrator or
                                             necessary for the Administrator to
                                             perform its obligations pursuant to
                                             this Agreement.


                                        (c)  Notices to the Investment Advisor
                                             pursuant to Section 12.08 of the
                                             Agreement shall be sent to:


                                        Name of Contact: _______________________

                                        Address: _______________________________

                                        Telephone No.: _________________________

                                        Facsimile No.: _________________________

                                        Email Address:__________________________

IN WITNESS WHEREOF, the parties hereto have executed this Series Schedule to the Administration Agreement dated February 12, 2014 by their duly authorized representatives as of the day and year first above written.

THE ADVISORS' INNER CIRCLE FUND III,
On behalf of the

BY: ____________________________________ Name:
Title:

SEI INVESTMENTS GLOBAL FUNDS SERVICES

BY: ____________________________________ Name:
Title:

AGREED TO AND ACCEPTED BY:

Logan Circle Partners, L.P., Advisor to
Logan Circle Partners Funds

BY: ____________________________________ Name:
Title:

EXHIBIT A

SHAREHOLDER SERVICE FEES

FUND CLASS OF SHARES MAXIMUM

SHAREHOLDER SERVICE
FEE

NorthPointe Micro Cap Equity Fund       Investor Class            0.25%
                                        Shares
--------------------------------------------------------------------------------
NorthPointe Small Cap Growth            Investor Class            0.25%
Fund                                    Shares
--------------------------------------------------------------------------------
NorthPointe Small Cap Value Fund        Investor Class            0.25%
                                        Shares
--------------------------------------------------------------------------------
NorthPointe Large Cap Value Fund        Investor Class            0.25%
                                        Shares
--------------------------------------------------------------------------------
Rothschild Larch Lane Alternatives      Investor Class            0.10%
Fund                                    Shares
--------------------------------------------------------------------------------
Logan Circle Partners Select            R Class Shares            0.25%
Growth Equities Fund
--------------------------------------------------------------------------------
Logan Circle Partners Core Plus         R Class Shares            0.25%
Fund
--------------------------------------------------------------------------------
Logan Circle Partners High Yield        R Class Shares            0.25%
Fund
--------------------------------------------------------------------------------
Logan Circle Partners Multi-            R Class Shares            0.25%
Sector Fixed Income Fund
--------------------------------------------------------------------------------

THE ADVISORS' INNER CIRCLE FUND III

AMENDED AND RESTATED RULE 18F-3
MULTIPLE CLASS PLAN (THE "PLAN")

FEBRUARY 12, 2014

The Advisors' Inner Circle Fund III (the "Trust"), a registered investment company that consists of a number of series, has elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), in offering multiple classes of shares in each series listed on the Schedules attached hereto (each, a "Fund," and together, the "Funds").

A. ATTRIBUTES OF SHARE CLASSES

1. The rights of each class of shares of the Funds shall be as set forth in the respective Certificate of Class Designation for each class (each, a "Certificate") as each such Certificate is attached as Exhibits hereto.

2. With respect to each class of shares created hereunder, each share of a Fund will represent an equal PRO RATA interest in the Fund and will have identical terms and conditions, except that: (i) each new class will have a different class name (or other designation) that identifies the class as separate from any other class; (ii) each class will be offered and sold only to investors meeting the qualifications set forth in the Certificate and disclosed in the Trust's prospectus(es); (iii) each class will separately bear any distribution fees that are payable in connection with a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule 12b-1 Distribution Plan"), and separately bear any service fees that are payable under any service plan entered into with respect to that class which are not contemplated by or within the scope of a Rule 12b-1 Distribution Plan (a "Shareholder Service Plan"); (iv) each class may bear, consistent with rulings and other published statements of position by the Internal Revenue Service, the expenses of the Fund's operations which are directly attributable to such class ("Class Expenses"); and (v) shareholders of each class will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to such class (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to such class), and will have separate voting rights on any matter submitted to shareholders in which the interests of that class differ from the interests of any other class.

B. EXPENSE ALLOCATIONS

1. With respect to each Fund, the expenses of each class shall be allocated as follows: (i) any Rule 12b-1 fees relating to a particular class of shares associated with a Rule 12b-1 Distribution Plan or service fees relating to a particular class of shares associated with a Shareholder Service Plan are (or will be) borne exclusively by that class; (ii) any and all other expenses relating to a particular class that are actually incurred in a DIFFERENT AMOUNT BY THAT CLASS (excluding economies of scale discounts) or for which that class receives SERVICES OF A DIFFERENT KIND OR TO A DIFFERENT DEGREE than other classes are considered "class-specific" expenses and are (or will be) borne exclusively by that class.

2. Expenses that are not incurred in DIFFERENT AMOUNTS BY CLASS and for which share classes do not receive SERVICES OF A DIFFERENT KIND OR TO A DIFFERENT DEGREE than other classes are considered "non-class specific" expenses and shall be allocated in accordance with Rule 18f-
3(c)(1)(i).

C. AMENDMENT OF PLAN; PERIODIC REVIEW

1. This Plan must be amended, as necessary, to properly describe (through additional Exhibits and Certificates hereto) any new class of shares approved by the Board of Trustees.

2. The Board of Trustees, including a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act, must approve any material amendment of the Plan as it relates to any class covered by the Plan. In approving any material amendment to the Plan, the Trustees, including a majority of the Trustees who are not interested persons of the Trust, must find that the amendment is in the best interests of each class individually and the Trust as a whole.

                                   SCHEDULE A
                            DATED FEBRUARY 12, 2014
                                       TO
                      THE ADVISORS' INNER CIRCLE FUND III
                         RULE 18F-3 MULTIPLE CLASS PLAN
                            DATED FEBRUARY 12, 2014
                               NORTHPOINTE FUNDS
(each is a Fund to which NorthPointe Capital, LLC serves as investment adviser)

--------------------------------------------------------------------------------
FUND                                   INSTITUTIONAL       INVESTOR
                                       CLASS SHARES      CLASS SHARES
--------------------------------------------------------------------------------
NorthPointe Micro Cap Equity Fund           X                  X
--------------------------------------------------------------------------------
NorthPointe Small Cap Growth Fund           X                  X
--------------------------------------------------------------------------------
NorthPointe Small Cap Value Fund            X                  X
--------------------------------------------------------------------------------
NorthPointe Large Cap Value Fund            X                  X
--------------------------------------------------------------------------------

EXHIBIT A.1

NORTHPOINTE FUNDS

CERTIFICATE OF CLASS DESIGNATION

Institutional Class Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Institutional Class Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee or a shareholder service fee.

2. ELIGIBILITY OF PURCHASERS

Institutional Class Shares are available to individual and institutional investors and may require a minimum initial investment, as described in the NorthPointe Funds' prospectus(es).

3. VOTING RIGHTS

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

4. EXCHANGE RIGHTS

Upon request, shareholders may exchange Institutional Class Shares of a NorthPointe Fund for shares of the same Class or another Class of each other NorthPointe Fund, provided such shareholder meets the eligibility requirements of the Class and the NorthPointe Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the NorthPointe Funds' prospectus(es).

5. CONVERSION RIGHTS

a. CONVERSION AT THE OPTION OF A SHAREHOLDER

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

forth in the NorthPointe Funds' prospectus(es).

b. CONVERSION AT THE OPTION OF A FUND

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

6. LIMITATION ON CONVERSION AND EXCHANGE RIGHTS

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

EXHIBIT A.2
NORTHPOINTE FUNDS

CERTIFICATE OF CLASS DESIGNATION

Investor Class Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Investor Class Shares are sold without a load or sales charge but are subject to a service fee that are payable under a Shareholder Service Plan. Under the terms of the Shareholder Service Plan, a NorthPointe Fund is permitted to compensate, out of the Investor Class assets, in an amount up to 0.25% on an annual basis of the average daily net assets of the Investor Class assets, Service Providers (as defined in the Shareholder Service Plan) that have established a shareholder servicing relationship with the NorthPointe Fund on behalf of their customers who are Investor Class shareholders, as described in the NorthPointe Funds' prospectus(es).

2. ELIGIBILITY OF PURCHASERS

Investor Class Shares are available to individual and institutional investors and may require a minimum initial investment, as described in the NorthPointe Funds' prospectus(es).

3. VOTING RIGHTS

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

4. EXCHANGE RIGHTS

Upon request, shareholders may exchange Investor Class Shares of a NorthPointe Fund for shares of the same Class or another Class of each other NorthPointe Fund, provided such shareholder meets the eligibility requirements of the Class and the NorthPointe Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the NorthPointe Funds' prospectus(es).

5. CONVERSION RIGHTS

a. CONVERSION AT THE OPTION OF A SHAREHOLDER

Shareholders of Investor Class Shares of one NorthPointe Fund may convert such Institutional Class Shares into another Class of shares of the same NorthPointe Fund (an "Intra-Fund

Conversion"), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for such NorthPointe Fund and subject to the terms and conditions set forth in the prospectus(es) of such NorthPointe Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the NorthPointe Funds' prospectus(es).

b. CONVERSION AT THE OPTION OF A FUND

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

6. LIMITATION ON CONVERSION AND EXCHANGE RIGHTS

SCHEDULE B
DATED MAY 15, 2014
TO
THE ADVISORS' INNER CIRCLE FUND III
RULE 18F-3 MULTIPLE CLASS PLAN
DATED FEBRUARY 12, 2014
ROTHSCHILD LARCH LANE FUNDS

(each a Fund to which Rothschild Larch Lane Management Company LLC serves as investment adviser)

--------------------------------------------------------------------------------
FUND                                         INSTITUTIONAL        INVESTOR
                                             CLASS SHARES       CLASS SHARES
--------------------------------------------------------------------------------
ROTHSCHILD LARCH LANE ALTERNATIVES FUND           X                  X
--------------------------------------------------------------------------------

EXHIBIT B.1

ROTHSCHILD LARCH LANE ALTERNATIVES FUND

CERTIFICATE OF CLASS DESIGNATION

Institutional Class Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Institutional Class Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee or a shareholder service fee.

2. ELIGIBILITY OF PURCHASERS

Institutional Class Shares are available to individual and institutional investors and may require a minimum initial investment, as described in the Fund's prospectus(es).

3. VOTING RIGHTS

4. EXCHANGE RIGHTS

Upon request, shareholders may exchange Institutional Class Shares of a Rothschild Larch Lane Fund for shares of the same Class or another Class of each other Rothschild Larch Lane Fund, provided such shareholder meets the eligibility requirements of the Class and the Rothschild Larch Lane Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Rothschild Larch Lane Funds' prospectus(es).

5. CONVERSION RIGHTS

a. CONVERSION AT THE OPTION OF A SHAREHOLDER

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

b. CONVERSION AT THE OPTION OF A FUND

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

6. LIMITATION ON CONVERSION AND EXCHANGE RIGHTS

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

EXHIBIT B.2

ROTHSCHILD LARCH LANE ALTERNATIVES FUND

CERTIFICATE OF CLASS DESIGNATION

Investor Class Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Investor Class Shares are sold without a load or sales charge but are subject to a service fee that is payable under a Shareholder Service Plan. Under the terms of the Shareholder Service Plan, the Fund is permitted to compensate, out of the Investor Class assets, in an amount up to 0.10% on an annual basis of the average daily net assets of the Investor Class assets, Service Providers (as defined in the Shareholder Service Plan) that have established a shareholder servicing relationship with the Fund on behalf of their customers who are Investor Class shareholders, as described in the Fund's prospectus(es).

Additionally, Investor Class Shares are subject to a Rule 12b-1 fee. The Trust, on behalf of the Fund, will make monthly payments to the Distributor under the Distribution Plan approved by the Board of Trustees at an annual rate of up to 0.25% of the Fund's average daily net assets attributable to Investor Class Shares. The Distributor will use its fee for expenses associated with the promotion and sale of the Fund's Investor Class Shares including, without limitation, travel and communication expenses and expenses for the compensation of and benefits for sales personnel.

2. ELIGIBILITY OF PURCHASERS

Investor Class Shares are available to individual investors and may require a minimum initial investment, as described in the Fund's prospectus(es).

3. VOTING RIGHTS

4. EXCHANGE RIGHTS

Upon request, shareholders may exchange Investor Class Shares of a Rothschild Larch Lane Fund for shares of the same Class or another Class of each other Rothschild Larch Lane Fund, provided such shareholder meets the eligibility requirements of the Class and the Rothschild Larch Lane Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Rothschild Larch Lane Funds' prospectus(es).

5. CONVERSION RIGHTS

a. CONVERSION AT THE OPTION OF A SHAREHOLDER

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

b. CONVERSION AT THE OPTION OF A FUND

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

6. LIMITATION ON CONVERSION AND EXCHANGE RIGHTS

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

SCHEDULE C
DATED SEPTEMBER 18, 2014
TO
THE ADVISORS' INNER CIRCLE FUND III
RULE 18F-3 MULTIPLE CLASS PLAN
DATED FEBRUARY 12, 2014
LOGAN CIRCLE PARTNERS FUNDS (EACH, A "FUND" AND TOGETHER, THE "FUNDS")
(each a fund to which Logan Circle Partners L.P. serves as investment adviser)

---------------------------------------------------------------------------------------------
                                  FUND                    I CLASS SHARES      R CLASS SHARES
---------------------------------------------------------------------------------------------
LOGAN CIRCLE PARTNERS SELECT GROWTH EQUITIES FUND               X                  X
---------------------------------------------------------------------------------------------
LOGAN CIRCLE PARTNERS CORE PLUS FUND                            X                  X
---------------------------------------------------------------------------------------------
LOGAN CIRCLE PARTNERS HIGH YIELD FUND                           X                  X
---------------------------------------------------------------------------------------------
LOGAN CIRCLE PARTNERS MULTI-SECTOR FIXED INCOME FUND            X                  X
---------------------------------------------------------------------------------------------

EXHIBIT C.1

LOGAN CIRCLE PARTNERS FUNDS

CERTIFICATE OF CLASS DESIGNATION

I Class Shares

1. Class-Specific Distribution Arrangements, Other Expenses

I Class Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee or a shareholder service fee.

2. Eligibility of Purchasers

I Class Shares are available to individual and institutional investors and may require a minimum initial investment, as described in the Funds' prospectus(es).

3. Voting Rights

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

4. Exchange Rights

Upon request, shareholders may exchange I Class Shares of a Fund for shares of the same Class or another Class of each other Fund, provided such shareholder meets the eligibility requirements of the Class and the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds' prospectus(es).

5. Conversion Rights

a. Conversion at the Option of a Shareholder

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

b. Conversion at the Option of a Fund

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

6. Limitation on Conversion and Exchange Rights

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

EXHIBIT C.2

LOGAN CIRCLE PARTNERS FUNDS

CERTIFICATE OF CLASS DESIGNATION

R Class Shares

1. Class-Specific Distribution Arrangements, Other Expenses

R Class Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee but are subject to a service fee that is payable under a Shareholder Service Plan. Under the terms of the Shareholder Service Plan, each Fund is permitted to compensate, out of the R Class assets, in an amount up to 0.25% on an annual basis of the average daily net assets of the R Class assets, Service Providers (as defined in the Shareholder Service Plan) that have established a shareholder servicing relationship with the Fund on behalf of their customers who are R Class shareholders, as described in the Fund's prospectus(es).

2. Eligibility of Purchasers

R Class Shares are available to individual investors and may require a minimum initial investment, as described in the Funds' prospectus(es).

3. Voting Rights

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

4. Exchange Rights

Upon request, shareholders may exchange R Class Shares of a Fund for shares of the same Class or another Class of each other Fund, provided such shareholder meets the eligibility requirements of the Class and the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds' prospectus(es).

5. Conversion Rights

a. Conversion at the Option of a Shareholder

Shareholders of R Class Shares of a Fund may convert such R Class Shares into another Class of shares of the Fund (an "Intra-Fund Conversion"), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder

requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the Fund's prospectus(es).

b. Conversion at the Option of a Fund

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

6. Limitation on Conversion and Exchange Rights

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

CHAPTER 2: CODE OF BUSINESS CONDUCT AND ETHICS

Please note that the Firm's Code of Business Conduct and Ethics spans Chapters 2 through 6 of this Manual (collectively, the "CODE"). Chapter 2 addresses a variety of topics relating to conflicts of interest and some of the Firm's specific requirements relating to Employee conduct, Chapter 3 is the Firm's policy against insider trading and the procedures for managing material non-public information, Chapter 4 is the Firm's information barriers policy, Chapter 5 is the Firm's personal trading policy and Chapter 6 is the Firm's gifts and entertainment policy.

A. INTRODUCTION

All Employees are expected to comply with the policies set forth in the Code. Read the Code carefully and make sure that you understand it, the consequences of non-compliance, and the Code's importance to the success of the Firm. If you have any questions, speak to a member of the Firm's Legal and Compliance Department. The Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that we must ultimately rely on each person's good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.

The Chief Compliance Officer or General Counsel may, in their discretion, waive the applicability of any provision of the Code with respect to a given Employee, provided that such waiver is consistent with applicable law.

1. ABOUT THE CODE OF BUSINESS CONDUCT AND ETHICS

We at the Firm are committed to the highest standards of business conduct in our relationships with each other and with our Clients and others. This requires that we conduct our business in accordance with all applicable laws and regulations, in accordance with the highest standards of business ethics, and consistent with our fiduciary obligations.

Our business depends on the reputation of the Firm and, in turn, its Employees for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.

The Code is a statement of policies for individual and business conduct and does not in any way constitute an employment contract or an assurance of continued employment. As Employees of the Firm, you are employed at will even when you are covered by an express, written employment agreement. This means that, subject to applicable law and the notice requirements you may have with the Firm, (i) you may choose to resign your employment at any time, for any reason or for no reason at all, and (ii) the Firm may choose to terminate your employment at any time, for any reason or for no reason at all. Termination of employment (whether by resignation or otherwise) is subject to any covenants you may have with the Firm governing your post-termination activities.

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2. MEETING OUR SHARED OBLIGATIONS

Each of us is responsible for knowing and understanding the policies and guidelines contained in the Code. If you have questions, ask them; if you have ethical concerns, raise them. Our conduct should reflect the Firm's values, demonstrate ethical leadership, and promote a work environment that upholds the Firm's reputation for integrity, ethical conduct and trust.

B. RESPONSIBILITY TO OUR ORGANIZATION AND ITS CLIENTS

Employees are expected to advance the interests of the Firm's Clients and avoid any conflicts with the interests of those Clients. As such, Employees are required to complete a conflicts questionnaire at the time their employment by the Firm commences and periodically thereafter, upon request, to help Fortress monitor any potential conflicts of interest. Employees must immediately notify the Legal and Compliance Department if the information on this questionnaire changes. This form is included as "Attachment B."

1. CONFLICTS OF INTEREST GENERALLY

The identification and management of conflicts of interest are commitments that the Firm has made to each of its Clients, and are fundamental considerations in all of the Firm's investment advisory activities. Broadly speaking, a conflict of interest may be present whenever the interests of an Employee or the Firm are inconsistent with, or appear to be inconsistent with, those of a Client, or when the interests of one Client appear to be inconsistent with those of another Client. Conflicts of interest, if not properly addressed, can cause serious harm to the Firm and its Clients. Even the mere appearance of a conflict of interest (I.E., where no conflict may actually exist) can call into question the objectivity of the Firm and its Employees, resulting in potentially irreversible damage to the Firm's reputation. Due to the importance of appropriately identifying and addressing potential conflicts of interest and, where possible, avoiding the mere appearance of any such conflicts, between Clients or between the Firm and its Clients, a member of the Firm's Legal and Compliance Department is dedicated to monitoring and reviewing such matters. As such, it is the responsibility of every Employee to assist in identifying actual or potential conflicts of interest associated with the Firm's investment advisory business and promptly bring any such issues to the attention of an appropriate member of the Legal and Compliance Department.

2. PERSONAL CONFLICTS OF INTEREST

In order to maintain the highest degree of integrity in the conduct of the Firm's business and to maintain your independent judgment, you must avoid any activity or personal interest that creates or appears to create a conflict between your personal interests and the interests of the Firm's Clients. A conflict of interest may arise whenever your private interests interfere in any way, or even appear to interfere, with the interests of any Client, including if you take actions or have interests that make it difficult for you to objectively and effectively perform your work on behalf of the Firm. You should never act in a manner that could cause you to lose your independence and objectivity or that could adversely affect the confidence of your fellow Employees, other persons with whom we conduct the Firm's business, or the integrity of the

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Firm or its procedures. Although we cannot list every conceivable conflict, the following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided:

a. IMPROPER PERSONAL BENEFITS FROM THE FIRM

Conflicts of interest arise when any Employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in or in relation to the Firm. You may not accept any benefits that have not been duly authorized and approved pursuant to Firm policy and procedure (see Chapter 6 for the Firm's Gifts and Entertainment Policy), including any Firm loans or guarantees of your personal obligations.

b. FINANCIAL INTERESTS IN OTHER BUSINESSES

Employees may not have an ownership interest in any other enterprise if that interest compromises or appears to compromise the Employee's loyalty to the Firm. For example, you should not own an interest in any enterprise that is a significant competitor with our Firm (owning shares of a publicly traded financial institution with multiple business lines shall not be considered a conflict for these purposes by reason of their having some overlapping areas of business) without first clearing any transaction in the securities of such a Firm by emailing "GROUP: PERSONAL TRADING CLEARANCE". You may not own an interest in a company that does significant amounts of business with the Firm (such as an entity that is a significant source of Firm investments) without first emailing "GROUP: PERSONAL TRADING CLEARANCE" to obtain prior written approval from the Legal and Compliance Department.

c. BUSINESS ARRANGEMENTS WITH THE FIRM

You may not sell to or purchase from the Firm any securities or other property, or personally participate in a joint venture, partnership or other business arrangement with the Firm without first emailing "GROUP: PERSONAL TRADING CLEARANCE" to obtain prior written approval from the Legal and Compliance Department.

d. OUTSIDE EMPLOYMENT, DIRECTORSHIPS, OR ACTIVITIES WITH A COMPETITOR

Other than with the prior written consent of the General Counsel or the Chief Compliance Officer, simultaneous employment by any other entity, or serving as a director or on the creditors' committee of any company is strictly prohibited. Serving as a director or officer or on the creditors' committee of a company with publicly traded securities, for example, can create collateral issues, including potential insider trading liability, for both the Firm and the Employee serving in such capacity. Similarly, you should avoid engaging in any activity that one would reasonably expect to advance a competitor's interests over that of the Firm's. As such, it is imperative that, prior to agreeing to serve in any such capacity, Employees consult with and obtain written approval from (i) the Firm's Chief Compliance Officer or General Counsel, and (ii) his or her direct supervisor. Please note that the Firm may require that the Employee obtain indemnities from the company at issue and satisfy other conditions as a condition to approval. In general, approval for this type of activity will be rare. Such activities are subject to the Firm's Anti-Corruption Policy and may be subject to applicable state and federal anti-bribery laws, which are outlined in Chapter 7 of this Manual.

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Ultimately, it is your responsibility to consult with the General Counsel or the Chief Compliance Officer and your manager to determine whether a planned activity will compete impermissibly with any of the Firm's business activities before you pursue the activity in question.

e. CHARITABLE, GOVERNMENT AND OTHER OUTSIDE ACTIVITIES

The Firm encourages all Employees to participate in projects and causes that further the welfare of our local communities. However, you must obtain the prior approval of the Legal and Compliance Department by sending a request to "GROUP: COMPLIANCE DEPARTMENT" before serving as a director or trustee of any charitable, not-for-profit, for-profit, or other entity or before running for election or seeking appointment to any government-related position. Such activities are subject to the Firm's Anti-Corruption Policy and may be subject to applicable state and federal anti-bribery laws, which are outlined in Chapter 7 of this Manual.

f. FAMILY MEMBERS WORKING IN THE INDUSTRY

You may find yourself in a situation where your spouse or significant other, your children, parents or in-laws, or someone else with whom you have a familial relationship is employed by a competitor of or entity with a significant business relationship with the Firm. Such situations are not prohibited but they call for extra sensitivity to security, confidentiality and conflicts of interest.

There are several factors to consider in assessing such a situation, including without limitation: the relationship between the Firm and the competitor or entity; the nature of your responsibilities in respect of the Firm and those of the other person; and the access each of you has to your respective employer's confidential information. Such a situation, however harmless it may appear to you, can create problems for the Firm or you. To mitigate any potential issues, you must disclose your specific situation as soon as you are made aware of it by emailing "GROUP: COMPLIANCE DEPARTMENT" so that the Legal and Compliance Department may assess the nature and extent of any concern and how it can be managed and/or resolved.

3. POTENTIAL FIRM CONFLICTS OF INTEREST

There are a variety of situations in which the Firm may be viewed as having a conflict of interest, including, for example: (i) decisions about whether and how to allocate limited investment opportunities among Clients; (ii) causing a Client to enter into a transaction with another Client and (iii) making decisions for one Client that appear inconsistent with decisions made for another (E.G., buying an asset for one Client while selling the same asset for another or selling an asset of one Client while continuing to hold the same asset for another). This is not an exhaustive list of situations that may give rise to a Firm related potential conflict of interest, and you should not view it as such. It is merely intended to be illustrative of some of the ways in which potential Firm related conflicts might arise and to sensitize you to the general issue. Ultimately, each of us is responsible for helping to identify Firm related potential conflicts of interest and promptly raising them with an appropriate member of the Legal and Compliance Department.

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4. CORPORATE OPPORTUNITIES

Employees owe a duty to the Firm to advance its legitimate interests when the opportunity to do so arises. As such, you may not: take for yourself opportunities that are expressly offered to you based on the fact that you are an Employee of the Firm, take for yourself any limited investment opportunity that would be appropriate for one or more Clients; use corporate property, Firm information or your position for personal gain, or compete with the Firm in any manner.

5. ENTERTAINMENT, GIFTS AND GRATUITIES

When you are involved in making business decisions on behalf of the Firm, you must conduct such activities consistent with your duty to advance the best interests of the Firm's Clients. Employees must not accept any gifts, entertainment or gratuities that could influence or be perceived to influence the Client's investment or financing decisions. Such activities are subject to the Firm's Anti-Corruption Policy, including its Gifts and Entertainment Policy, and applicable state and federal anti-bribery laws. Please refer to Chapter 7 of this Manual for further discussion of the Firm's Anti-Corruption Policy generally, and to Chapter 6 of this Manual for specific discussion of the Firm's Gifts and Entertainment Policy.

6. FIRM BOOKS AND RECORDS

You must complete all documents relating to Firm business accurately and in a timely manner. When applicable, documents must be properly authorized. You must record the Firm's financial activities in compliance with all applicable laws and accounting standards. The making of false or misleading entries, records or documentation is strictly prohibited. You must never create a false or misleading report or make a payment or establish an account on behalf of the Firm with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.

7. RECORD RETENTION REGARDING LAWSUITS OR GOVERNMENT INVESTIGATIONS

If any Employee becomes aware of any "Pending Legal Matter" (a "Pending Legal Matter" is any existing, threatened or imminent lawsuit, proceeding or government or regulatory investigation involving the Firm), he or she must immediately contact the Chief Compliance Officer or General Counsel (or their respective authorized designee). Once an Employee becomes aware of a Pending Legal Matter, he or she must take immediate and affirmative action to preserve all records that are potentially relevant to the Pending Legal Matter, including, but not limited to, drafts, working copies, any electronic data (including e-mail, Word documents, Excel spreadsheets, etc.) and hand written notes. A member of the Legal and Compliance Department will subsequently take steps to identify and preserve records that may be relevant to such Pending Legal Matter. Such records shall be retained until the Chief Compliance Officer or General Counsel (or their respective authorized designee) advises otherwise, whether or not this Manual or another Firm policy would otherwise provide for the destruction of such records in the ordinary course of business.

As appropriate, a member of the Legal and Compliance Department will notify all Employees who may have custody of relevant records and instruct them to preserve all such

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records until further notice. Once an Employee is so notified, or otherwise becomes aware of a Pending Legal Matter, he or she must immediately and affirmatively take steps to preserve, as described in the preceding paragraph, all potentially relevant records. Destruction of such records, even if inadvertent, could seriously prejudice the Employee and the Firm and could in certain cases subject the Firm and/or the individual to substantial criminal and civil liability. Any questions regarding whether a record is relevant to a Pending Legal Matter should be directed to the Chief Compliance Officer, General Counsel, or their respective authorized designee. The Firm's overall record retention policy is contained in Chapter 14 of this Manual.

8. CONFIDENTIAL INFORMATION

All Firm Employees may learn, to a greater or lesser degree, facts about the Firm's business, plans, or operations that are not known to the general public or to competitors (collectively, referred to herein as "Confidential Information"). Confidential Information includes information relating to (i) the Firm's business (including, without limitation, strategies employed by Firm Clients and their actual and contemplated investments, the financial performance, including but not limited to the track record or performance data, of any Client, or of any investment thereof, fund raising information and the identity of the equity investors in Fortress or any of its Clients, contractual arrangements, plans, tactics, policies, products, software, programs, know-how, intellectual property, market data and methods, financial reports, cost and performance data, balance sheets, portfolio information, contacts, income statements, cash flow statements, statements of shareholder equity, debt arrangements, equity structure, accounts receivable reports, accounts payable reports, and asset holdings), (ii) all corporations or other business organizations in which the Firm has or has had an investment and (iii) possible transactions with third parties, which the Firm may be under an obligation to maintain as confidential.

You must maintain the confidentiality of information entrusted to you by the Firm except when disclosure is authorized or legally mandated. Employees who possess or have access to Confidential Information or trade secrets must:

o Not use the Confidential Information for their own benefit or the individual benefit of persons inside or outside the Firm.

o Carefully guard against disclosure of Confidential Information to people outside the Firm. For example, you should not discuss such matters with family members or business or social acquaintances or in places where the Confidential Information may be overheard, such as taxis, public transportation, elevators or restaurants. The prohibition against disclosing Confidential Information to people outside the Firm includes individuals who work for portfolio companies owned by Fortress Clients.

o Not disclose Confidential Information to another Employee unless the Employee needs the information to carry out Firm business.

Please note that Confidential Information may be received by the Firm in a variety of ways, and all information may be considered confidential regardless of the method of

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delivery. The most common methods through which Confidential Information is delivered by third parties is via hard copy documents, email and verbally. However, information may be provided by third parties in other ways, including via internet sites such as Syndtrak or Intralinks, and that information may also be of a confidential nature. In the case of Syndtrak, Intralinks, or other similar internet sites, it is customary for the provider of information on those sites to require that you "click through" a confidentiality agreement before accessing the information. Such confidentiality agreements, like all confidentiality agreements entered into by the Firm, must first be emailed to "GROUP: LEGAL NDA". Of course, regardless of whether the party sending you information considers it confidential, you are still bound by your confidentiality agreement with Fortress and are therefore prohibited from sharing such information with outside parties.

In addition, Confidentiality Agreements are commonly used when the Firm needs to disclose confidential information to others. A Confidentiality Agreement puts the person receiving Confidential Information on notice that he or she must maintain the secrecy of such information. If, in doing business with persons not employed by the Firm, you foresee that you may need to disclose Confidential Information, you are required to contact the Fortress lawyers responsible for negotiating confidentiality agreements or other Fortress lawyers with whom you work.

Your obligation to treat information as confidential does not end when you leave the Firm. Upon the termination of your employment, you must return everything that belongs to the Firm, including all documents and other materials containing Confidential Information. You must not disclose Confidential Information to a new employer or to other persons after ceasing to be an Employee. Nothing contained herein limits in any way any other confidentiality obligations imposed upon you by agreement with the Firm or by law.

You may not disclose to the Firm the confidential information of any previous employer, nor may you encourage any other Employee (or prospective Employee) to disclose the confidential information of their previous employer (or current employer, as the case may be).

9. TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY

a. TRADEMARKS

The Firm's logos are examples of Firm trademarks. You must always properly use our trademarks and advise the Legal and Compliance Department when you suspect that others may be infringing on Firm trademarks. Likewise, Employees must not infringe on the trademarks of third parties.

b. COPYRIGHT COMPLIANCE

All software or other programs created by you in connection with your employment by the Firm or provision of services to the Firm, including quantitative or computer-based trading models, are "works for hire" and are the sole property of the Firm. You understand that you have no right, title or interest in any intellectual property created by you in connection with your employment by or provision of services to the Firm unless otherwise expressly agreed to in writing by the Firm.

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Works of authorship such as books, articles, drawings, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of the Firm's policies to make unauthorized copies of, or derivative works based upon, copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted.

The Firm licenses the use of much of its computer software from outside companies. In most instances, this computer software is protected by copyright. You may not make, acquire or use unauthorized copies of computer software. Any questions concerning copyright laws should be directed to an attorney in the Legal and Compliance Department.

c. INTELLECTUAL PROPERTY RIGHTS OF OTHERS

It is Firm policy not to infringe upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another firm, including any such uses on the Firm's website, you must do so properly and in accordance with applicable law.

10. RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS

Employees who are not official Firm spokespersons may not speak with the press, securities analysts, other members of the financial community, shareholders or groups or organizations as a Firm representative unless specifically authorized to do so in the course of his or her duties. Requests for financial or other information about the Firm from the media, the press, the financial community, or the general public should be referred to the Firm's Corporate Communications Officer.

11. REGULATION FD

In addition, as you know, Fortress Investment Group LLC is a publicly traded company (NYSE: "FIG") and, as such, it must comply with Regulation FD ("Reg FD"). Newcastle Investment Corp (NYSE: "NIC") and New Residential Investment Corp. (NYSE: "NRZ") must also comply with Reg FD. Reg FD provides that when a publicly traded company, like Fortress, or a person acting on its behalf, selectively discloses material nonpublic information to certain persons (in general, securities market professionals or holders of the issuer's securities who may trade on the basis of the information), it must broadly disseminate the same information to the public. The timing of the required public disclosure depends on whether the selective disclosure was intentional or non-intentional (for an intentional selective disclosure, the issuer must make public disclosure simultaneously with the selective disclosure; for a non-intentional disclosure, the issuer must make public disclosure within 24 hours or before the beginning of the next trading day, whichever is later). Compliance with Reg FD is just one of any number of reasons why it is critically important not to disclose the Firm's Confidential Information unless you have specifically been authorized to do so. When in doubt, err on the side of caution and consult with a member of Fortress's Legal and Compliance Department. You should also review Fortress's Regulation FD Policy, which is posted on Fortress's website (WWW.FORTRESS.COM) under "Public Shareholders."

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12. RESPONDING TO INQUIRIES FROM THE GOVERNMENT OR OTHER REGULATORY AUTHORITIES

All requests for information from any regulatory organization or the government should immediately be referred to the General Counsel or Chief Compliance Officer by sending an email to "GROUP: COMPLIANCE DEPARTMENT". No Firm Employees should communicate with any regulatory organization or governmental agency without first consulting with a member of the Firm's Legal and Compliance Department.

13. FAIR DEALING

The Firm depends on its reputation for quality, service and integrity. The way we deal with the sources of our investments, financing opportunities, and our investors molds our reputation, builds long-term trust and ultimately determines our success. We must never take unfair advantage of others through manipulation, concealment, affirmative misrepresentation of material facts or any other unfair dealing practice.

14. PERSONAL TRADING

The Firm has adopted a personal trading policy, which governs Firm Employees' personal trading practices. Among other things, the personal trading policy requires all of the Firm's Employees to: (1) submit initial, quarterly, and annual reports that disclose all reportable personal securities holdings and transactions to the Compliance Department and (2) obtain pre-approval from the Compliance Department before making any personal investments in any reportable security. The Firm's personal trading policy is set forth in greater detail in Chapter 5 of this Manual.

15. INSIDER TRADING

You are prohibited by Firm policy and by law from buying or selling securities for any Client or for your personal account at a time when you are in possession of "material non-public information." Such prohibited conduct is known as "insider trading." Passing such information on to someone who may in turn buy or sell securities -- known as "tipping" -- is also illegal. Information is "material" if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding a securities transaction.

A more detailed discussion of the Firm's policy on Insider Trading is located in Chapter 3 of this Manual, which is incorporated herein by reference and is a part of this Code.

16. INTENTIONALLY SPREADING OF FALSE RUMORS

While the Firm appreciates that rumors and other market information, which may be difficult or impossible to verify in a particular instance, are a common feature of the capital markets, it is against Firm policy and proscribed by the antifraud provisions of the securities laws to intentionally spread false rumors (also known as "rumor-mongering") with the intent of influencing the price of a given security (positively or negatively).
By way of example, it is unlawful and against Firm policy to intentionally spread negative false information about a given issuer in order to drive the price of that issuer's securities down, thereby profiting (through short

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sales and the like). To that end, you should not disseminate information in the marketplace that you know to be false and, to the extent you receive any such information, you should promptly notify a member of the Legal and Compliance Department. Similarly, to the extent that you receive an inquiry that asks you to confirm a rumor regarding the Firm, you should not respond and refer the individual making such inquiry to a member of the Legal and Compliance Department.

17. ANTI-CORRUPTION POLICY

The U.S. Foreign Corrupt Practices Act (the "FCPA"), the United Kingdom's Bribery Act 2010 (the "Bribery Act"), and the laws of other countries prohibits the giving, offering, promising, soliciting or agreeing to receive, accepting, or authorizing, a gift or anything of value, whether tangible or intangible, to or from a third party for an improper purpose, including foreign officials, foreign political parties, party officials or candidates for political office. The Anti-Corruption policy applies to all Firm officers, employees, and agents, regardless of their location. A more detailed discussion of the Anti-Corruption policy is located in Chapter 7 of this Manual, which is incorporated herein by reference and is part of this Code. In addition, the Firm's policy on the receipt or provision of gifts or entertainment and the Firm's prior approval requirements are discussed in Chapter 6 of this Manual.

18. PROHIBITION ON USE OF SOCIAL MEDIA FOR BUSINESS PURPOSES

The Advisers Act requires the Firm to maintain specified books and records that relate to the Firm's advisory business, including, in certain instances, e-mail communications. In addition, Fortress typically offers interests in the affiliated funds it manages on a private placement basis, which limits the Firm's ability to offer interests in such funds by any form of general solicitation or advertising. For those reasons, among others, the Firm strictly prohibits employees from conducting Fortress-related business without specific prior written approval of the Legal and Compliance Department, including the dissemination of any information regarding Fortress managed funds, over any social network website (including, without limitation, Facebook, Twitter, LinkedIn, LinkedFA, YouTube, Flickr, Myspace, Digg, Reddit, RSS and blogs).

C. INTERACTING WITH GOVERNMENT

1. ANTI-CORRUPTION POLICY INCLUDES PROHIBITION ON PROVIDING ANYTHING OF VALUE (INCLUDING ENTERTAINMENT) TO GOVERNMENT OFFICIALS, EMPLOYEES OR THEIR AGENTS

You and each of the Firm's officers, agents, and employees, wherever located, are prohibited from giving, offering, promising, soliciting or agreeing to receive, accepting, or authorizing, a gift or anything of value, whether tangible or intangible, to or from a third party, including government officials, in contravention of the Firm's Anti-Corruption Policy as further described in Chapter 7 of this Manual. This prohibition includes such actions taken with respect to government officials, political parties, party officials or candidates for political office. Such actions may be in violation of the FCPA, the Bribery Act, and the laws of many other countries.

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You are prohibited from providing gifts, meals or anything of value to government officials or employees, including employees of city, state or municipal entities (or similar governmental subdivisions in non-U.S. jurisdictions) or their pension plans, or members of their families without prior written approval from the Legal and Compliance Department. Chapter 6 and Chapter 7 of this Manual outline the Firm's Gift and Entertainment requirements and the Firm's general Anti-Corruption Policy, respectively.

2. POLITICAL CONTRIBUTIONS AND ACTIVITIES BY THE FIRM

Laws of certain jurisdictions, including applicable anti-bribery laws, as well as the Firm's Anti-Corruption Policy, may prohibit the use of Firm funds, assets, services, or facilities on behalf of a political party or candidate. Payments of Firm funds to any political party, candidate or campaign may only be made if permitted under applicable law and the Firm's Anti-Corruption Policy, and approved in writing in advance by the General Counsel or the Chief Compliance Officer. Such contributions are subject to the Firm's Anti-Corruption Policy, which is outlined in Chapter 7.

In addition, your work time may be considered the equivalent of a contribution by the Firm. Therefore, you should not be paid by the Firm, and should not accept compensation from the Firm, for any time spent running for public office, serving as an elected official, or campaigning for, coordinating, or otherwise assisting in any way the campaign of a political candidate.

3. POLITICAL CONTRIBUTIONS BY EMPLOYEES

a. U.S. POLITICAL CANDIDATES

All Fortress employees are prohibited from making political donations to any person running for office at any level of government anywhere in the United States without the prior written approval of the Legal and Compliance Department. This prohibition extends to donations to U.S. political parties, committees and other organizations that support political candidates in the United States. Spouses and dependents of Fortress personnel are permitted to make such donations with prior approval, which you must seek by sending an email to "GROUP: PD". Such contributions are subject to the Firm's Anti-Corruption Policy, which is outlined in Chapter 7.

b. NON-U.S. POLITICAL CANDIDATES

Employees who wish to make donations to political candidates who are running for office outside the United States must seek approval to do so on their own behalf and on behalf of their spouse or dependents by sending an email to "GROUP: PD". This policy also applies to making donations to political parties, committees and other organizations that support political candidates outside the United States. Such contributions are subject to the Firm's Anti-Corruption Policy, which is outlined in Chapter 7.

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4. LOBBYING ACTIVITIES

Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication. Soliciting government entities, directly or indirectly (through an advisor or consultant), to invest in Fortress managed funds and/or accounts can constitute lobbying activity in certain jurisdictions.

So that the Firm may comply with applicable lobbying laws, you must seek approval from the Legal and Compliance Department by emailing "GROUP: COMPLIANCE DEPARTMENT" before engaging in any activity on behalf of the Firm that might be considered "lobbying" as described above.

5. COMPLIANCE WITH APPLICABLE SECURITIES LAWS

In addition to the general principles of conduct stated in this Code and the specific trading restrictions and reporting requirements described in Chapter 5 of this Manual, this Code requires all Employees to comply with applicable securities laws. These laws include without limitation the Securities Act of 1933 (the "Securities Act"), the U.S. Securities and Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the 40 Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act of 1999, the Bank Secrecy Act as it applies to private investment funds and investment advisers and any rules adopted thereunder, and any rules adopted by the U.S. Securities and Exchange Commission under any of the aforementioned statutes.

In addition, non U.S. Employees may be subject to both U.S. laws and regulations as well as the laws and regulations of the jurisdiction in which they reside and/or operate. Similarly, U.S. Employees may also be subject to foreign legal and regulatory regimes, depending on the nature and scope of their Employment activities. Thus, it is incumbent upon every Employee to be aware of the relevant laws and regulations that apply to their Employment activities and, when in doubt, to consult with a member of the Firm's Legal and Compliance Department.

6. COMPLIANCE WITH APPLICABLE ANTI-TRUST LAW

In addition to the general principles of conduct stated in this Code, Firm Employees must also comply with applicable state and federal anti-trust (or competition) laws, including without limitation the Sherman Anti-Trust Act of 1890, the Clayton Act and the Federal Trade Commission Act (collectively, "Anti-Trust Law"). Anti-Trust Law has three general objectives:
(1) prohibiting agreements or practices that restrict free trade and competition between business entities, (2) banning abusive behavior by a firm dominating a market, or anticompetitive practices that tend to lead to such a dominant position, and (3) supervising the mergers and acquisitions of large corporations, including some joint ventures, that are considered to threaten the competitive process.

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Each Employee has an obligation to comply with applicable Anti-Trust Law. Violations can carry serious consequences for both you and the Firm. Each Employee's full compliance with these requirements and commitment to seek qualified guidance, when appropriate, will protect Fortress's reputation in the business community. If you have questions regarding the applicability of Anti-Trust Law to a particular situation, you should seek guidance from a member of the Legal and Compliance Department.

D. ANTI-BOYCOTT POLICY

Fortress's policy is to comply with all applicable requirements of the Export Administration Act ("EAA") and the Tax Reform Act ("TRA") of 1976 (collectively, the "Anti-boycott laws"). Violations of these laws and regulations will not be tolerated and may subject you to civil liability and disciplinary action up to and including termination of employment.

1. ANTI-BOYCOTT LAWS GENERALLY

The Anti-boycott laws were designed to deter U.S. firms from participating in foreign boycotts that the U.S. does not sanction. Specifically, the EAA prohibits covered persons from participating in restrictive trade practices or boycotts imposed by foreign countries that are not sanctioned by the United States and imposes certain reporting obligations on covered persons that receive such requests. The TRA denies certain tax benefits to U.S. taxpayers who, directly or through foreign affiliates, participate in or cooperate with an unsanctioned international boycott.

The Arab League boycott of Israel is the principal foreign economic boycott that the U.S. companies must be concerned with today. The Anti-boycott laws, however, apply to all boycotts unsanctioned by the United States.

2. OBLIGATION TO REPORT BOYCOTT REQUESTS

The EAA requires the Firm and its Employees to report quarterly any requests they have received to take any action to comply with, further, or support an unsanctioned foreign boycott.

The TRA requires taxpayers to report all "operations" in, with, or related to a boycotting country or its nationals, and also to report requests received and actual agreements to participate in or cooperate with an international boycott. The required report is part of the Firm's annual federal income tax return. The Department of the Treasury publishes a quarterly list of "boycotting countries."

3. ILLUSTRATIVE BOYCOTT REQUESTS

All Fortress Employees involved in international activities should be alert to any attempt by parties with whom we deal to include prohibited boycott terms, conditions, or language in any of our contractual or financial documents or arrangements. If boycott provisions are detected or suspected, they should be promptly identified to the Legal and Compliance Department by emailing "GROUP: COMPLIANCE DEPARTMENT". The U.S. Anti-boycott laws apply to both existing and prospective investors and counterparties. As such, inquiries from current or

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prospective investors or counterparties as to whether the Firm (or a particular Client thereof) invests or otherwise does business in certain jurisdictions (E.G., Israel) may also give rise to reporting obligations under the Anti-boycott laws. To the extent an Employee receives an inquiry from an existing or prospective investor or counterparty of that nature, such Employee must immediately report the inquiry to the Legal and Compliance Department.

The following are some examples of boycott requests that may give rise to a reporting obligation:

a. supplying information on business relations with Israel;

b. certifying that someone does not do business with Israel;

c. certifying that no Israeli capital is involved in the proposed activity;

d. agreeing to comply with the laws of a boycotting country;

e. inquiries as to nationality or religion of company employees, investors, stockholders, or directors;

f. agreeing not to do business with any company because its ownership or management includes persons of a particular nationality, race, or religion; or

g. agreeing not to hire persons of a particular nationality, race, or religion.

This list is by no means exhaustive and illustrates the many forms that prohibited boycott proposals and provisions may take. If in doubt about a particular matter, seek the advice of the Legal and Compliance Department by emailing "GROUP: COMPLIANCE DEPARTMENT".

4. SEEK GUIDANCE

Each Employee has an obligation to comply with the Anti-boycott laws and regulations. Violations can carry serious consequences for both you and the Firm. Each Employee's full compliance with these requirements and commitment to seek qualified guidance, when appropriate, will foster our international sales efforts and safeguard Fortress's ability to successfully and ethically pursue international business opportunities

E. IMPLEMENTATION OF THE CODE

1. RESPONSIBILITIES

While each of us is individually responsible for putting the Code to work, we need not go it alone. The Firm has a number of resources, people and processes in place to answer your questions and guide you through difficult decisions.

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Copies of this Code are available from the Compliance Department.

2. SEEKING GUIDANCE

This Code cannot provide definitive answers to all your questions. If you have questions regarding any of the policies discussed in this Code, or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your supervisor or from a member of the Legal and Compliance Department.

3. REPORTING VIOLATIONS

If you know of or suspect a violation of applicable laws or regulations, the Code, or any of the Firm's related policies, you must immediately report that information to the General Counsel or the Chief Compliance Officer. No Employee will be subject to retaliation as a result of a good faith report of suspected misconduct.

In addition, the Firm has adopted a Whistleblower Policy which is outlined in Chapter 16 of this Manual. In accordance with this policy, Fortress expects its Employees to report any known or suspected misconduct with respect to Firm accounting or auditing matters and/or violations of the securities laws and should submit good faith reports of such information without fear of dismissal or retaliation of any kind.

4. INVESTIGATIONS OF SUSPECTED VIOLATIONS

All reported violations will be promptly investigated and treated confidentially to the greatest extent possible. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both you and the Firm.

5. DISCIPLINE FOR VIOLATIONS

The Firm intends to use significant effort to prevent conduct that does not conform with this Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Please also note that you cannot do indirectly that which you cannot do directly; in other words, any Employee who induces another person to act in a manner that would violate this Code if done themselves will be imputed with that conduct as if they had taken such act themselves and thereby be deemed to have violated the Code themselves. Employees who violate this Code or other Firm policies and procedures may be subject to disciplinary actions, up to and including discharge. In addition, disciplinary measures, up to and including discharge, may be taken against anyone who directs or approves infractions or has knowledge of them and does not promptly report and/or correct them in accordance with Firm policy.

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6. WAIVERS OF THE CODE

The Firm will waive application of the policies set forth in this Code, in its discretion, where the circumstances warrant granting a waiver. Such waivers may only be granted by either the General Counsel or Chief Compliance Officer.

7. NO RIGHTS CREATED

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of Employees. It is not intended to and does not create any rights in any Employee, person with whom the Firm has a business relationship (including a Firm Client or counterparty), competitor, investor or any other person or entity.

8. INDIVIDUAL RESPONSIBILITY

Ultimate responsibility to assure that we as a Firm comply with the many laws, regulations and ethical standards affecting our business rests with each of us. You must become familiar with and conduct yourself strictly in compliance with those laws, regulations and standards and the Firm's policies and guidelines pertaining to them.

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CHAPTER 3: CODE OF BUSINESS CONDUCT AND ETHICS -- POLICY
AGAINST INSIDER TRADING

Please note that this Policy Against Insider Trading is a part of the Firm's Code of Business Conduct and Ethics, which spans Chapters 2 through 6 of this Manual.

A. EXPLANATION AND BACKGROUND ON INSIDER TRADING

Federal and state securities laws prohibit both the Firm and our Employees from trading securities -- including equity and debt securities, structured products and derivative instruments --for ourselves or for others (including Clients) based on material non-public information, also known as "inside information." These laws also prohibit the dissemination of inside information to others who may use that knowledge to trade securities (also known as "tipping"). Thus, failing to honor confidentiality obligations or misusing confidential information, among other things, can give rise to liability under applicable law. These prohibitions apply to all Employees and extend to activities within and outside of your duties at the Firm. If you learn of information that you believe may be considered material non-public information, you should immediately contact a member of the Legal and Compliance Department.

These procedures are intended to prevent the use of material, non-public information by Firm personnel and to detect and prevent any violations of the prohibition on insider trading.

Trading securities while in possession of material, non-public information, or improperly communicating that information to others, may result in consequences, including criminal penalties, for the individual who commits the violation, for that individual's employer or other "control persons," and for people who "tip" or otherwise assist that individual. Moreover, regulators, including the U.S. Securities and Exchange Commission can recover the profits gained or losses avoided, impose a penalty of up to three times the illicit windfall, and issue an order permanently barring you from the securities industry as a result of such improper trading. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

The requirements contained in these procedures apply to securities trading and information handling by all Employees. It is also worth noting that insider trading issues can arise in connection with the purchase or sale of privately traded stocks or bonds (in addition to publicly traded securities, which is what one tends to generally think of when contemplating insider trading issues).

It is also worth mentioning that the Firm regularly transacts in bank debt instruments. Though such instruments are not considered "securities" under U.S. Securities law and, therefore, not subject to the insider trading laws and regulations discussed throughout this Chapter, transacting in bank debt instruments while in possession of material non-public (or "inside") information can still give rise to general fraud liability for both the Employee at-issue and the Firm. As such, it is incumbent on any Employee who is in possession of "inside information" to consult with a member of the Legal and Compliance Department before transacting in a bank debt instrument.

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The laws that address insider trading are not always clear and are continuously developing. An individual legitimately may be uncertain about the application of the rules in a particular circumstance. Asking a single question can often prevent disciplinary action or complex legal problems. For these reasons, you should notify the General Counsel or Chief Compliance Officer immediately if you have any reason to believe that a violation of these procedures has occurred or is about to occur, or if you have any questions regarding the applicability of these procedures.

1. POLICY ON INSIDER TRADING

No person to whom these procedures apply may trade, either personally or on behalf of others (such as Clients), while in possession of material, non-public information, nor may any Employee communicate material, non-public information to others in violation of the law.

WHAT IS MATERIAL INFORMATION?

It is not possible to define all categories of material non-public information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding a securities transaction.

While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be handled with due care. Examples of such information may include:

o Financial results

o Unannounced future earnings or losses

o Execution or termination of significant contracts with distributors, collaborators and other business partners

o News of a pending or proposed merger or other acquisition

o News of the disposition, construction or acquisition of significant assets

o Impending bankruptcy or financial liquidity problems

o Patent or other intellectual property milestones

o Scientific achievements or other developments from research efforts

o Significant developments involving corporate relationships

o Changes in dividend policy

o New product announcements of a significant nature

o Significant product defects or modifications

o Share splits

o New equity or debt offerings

o Positive or negative developments in outstanding litigation

o Significant litigation exposure due to actual or threatened litigation

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o Major changes in senior management.

Both positive and negative information may be considered material. It is also important to remember that materiality will be judged with the benefit of hindsight; therefore, questions about whether a particular piece of information is material should be resolved conservatively by deeming such information to be material.

WHAT IS NON-PUBLIC INFORMATION?

Non-public information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors, such as by a press release or a filing with the SEC. The circulation of rumors, even if accurate and reported in the media, may not constitute effective public dissemination. Even after nonpublic information has been effectively disclosed, a reasonable period of time must elapse in order for the market to react to the information.

IDENTIFYING NON-PUBLIC INFORMATION

Before executing any trade for yourself or others, including any Client, you must determine whether you have access to material, non-public information. If you think that you might have access to material, non-public information, you should take the following steps:

o Report the information and proposed trade immediately to the Chief Compliance Officer, the General Counsel or another member of the Legal and Compliance Department.

o Do not purchase or sell the securities on behalf of yourself or others, including Clients.

o Do not communicate the information inside or outside the Firm, other than to the Chief Compliance Officer, the General Counsel or another member of the Legal and Compliance Department.

o After the Chief Compliance Officer or the General Counsel has reviewed the issue, he will determine whether the information is material and non-public and, if so, what action should be taken.

You should consult with the Chief Compliance Officer or the General Counsel before taking any action or engaging in any transaction potentially involving non-public information relating to a company with traded securities. This degree of caution will protect you, our Clients and the Firm.

2. CONTACT WITH COMPANIES WITH TRADED SECURITIES

Contacts with companies with traded securities represents an important part of our research effort. The Firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues can

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arise when interacting with a Company with traded securities, so it is important that you consult with a member of the Legal and Compliance Department whenever you have a doubt whether or not it is appropriate to transact based on information gleaned from such interactions.

3. CONTACT WITH GOVERNMENT OFFICIALS

Similarly, periodic contact with various government employees or officials may also serve an important role in the Firm's research efforts. The Firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. However, "political intelligence" -- I.E., information regarding public policy developments obtained directly or indirectly from government employees or officials (U.S. or foreign) that could potentially impact the value of a security -- which has not yet been disclosed to the general public, may constitute material, non-public information. As such, Employees should be mindful of these risks and should consult with a member of the Legal and Compliance Department prior to trading a security or any financial instrument on the basis of any political intelligence that they believe may constitute material non-public information.

4. EXPERT CONSULTANT NETWORKS AND OTHER THIRD-PARTY RESEARCH PROVIDER

In an effort to ensure that expert consultant networks and other third party research providers that predominantly offer one-on-one consultations (each a "Research Provider") and their respective employees and members of their expert consultant networks (each a "Consultant") adhere to applicable securities laws, no Fortress employee may (a) initiate a new relationship with a Research Provider, or (b) engage in meetings and/or teleconferences with a Consultant from an expert consultant network without prior approval from a member of the Legal and Compliance Department.(2) Please note that the business need for a new Research Provider relationship must be clearly explained to, and approved by, the Chief Operating Officer (or their authorized designee) (each a "Manager") of a given department/business. Once a new Research Provider relationship receives business approval from an appropriate Manager, the prospective Research Provider must be vetted, as deemed necessary and appropriate, and approved by the Legal and Compliance Department.

5. TENDER OFFERS

Tender offers in particular present greater insider trading risk for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities. Trading during this time period is therefore more likely to attract regulatory attention, which, in turn, produces a disproportionate percentage of insider trading cases. Second, the SEC has adopted a rule that expressly forbids trading and "tipping" while in possession of material, non-public information regarding a tender offer received from the tender offer or, the target company or anyone acting on behalf of either. Firm personnel should exercise particular caution any time they become aware of non-public information relating to a tender offer and should contact a member of the Legal and Compliance Department immediately if you believe you have received such information.

(2) This paragraph does not apply to research received from sell-side brokerage firms.

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6. FORTRESS MANAGED COLLATERALIZED DEBT AND LOAN VEHICLES

The Firm currently serves as the manager of various collateralized debt and collateralized loan vehicles (also known as "CDOs" or "CLOs"). No Firm Employee may transact (personally or on behalf of a Client) in the securities of any collateralized debt and/or loan vehicle managed by the Firm without obtaining express approval from a member of the Firm's Legal and Compliance Department.

7. ENTERING INTO CONFIDENTIALITY AGREEMENTS ON BEHALF OF THE FIRM

Prior to entering into any confidentiality agreement on behalf of the Firm, you must obtain authorization from a member of the Legal and Compliance Department who is responsible for the negotiation of such agreements by sending an email to "GROUP: NDA".

Prior to authorizing the execution of a confidentiality agreement with respect to a company with traded securities, a member of the Legal and Compliance Department will conduct a conflicts check with the Firm and its Clients. (A "conflict" will generally be found where the Firm has existing Client positions or contemplated Client transactions with respect to the securities of the issuer(s) to which the confidentiality agreement relates.) If there are no apparent conflicts, or once any conflicts have been resolved, the Legal and Compliance Department may (subject to the resolution of any other outstanding issues) authorize the execution of the confidentiality agreement. Unless the General Counsel or Chief Compliance Officer (or their respective authorized designees) determine otherwise, any time the Firm executes a confidentiality agreement with respect to an issuer with traded securities, the issuer(s) to which the confidentiality agreement relates will be placed on the Firm's Restricted Trading List.

8. THE RESTRICTED TRADING LIST

The Restricted Trading List is a list of all issuers with respect to which the Firm has decided it is either legally necessary or otherwise prudent to prohibit trading activity by the Firm or its Employees relating to that issuer.(3) Other than as described below, Employees are prohibited from trading for their own account or for any Client in the securities of any issuer on the Restricted Trading List.

9. INCLUSION ON THE RESTRICTED TRADING LIST

Whenever the Firm obtains any material non-public information or signs a confidentiality agreement relating to an issuer with traded securities and receives or potentially receives material non-public information, the relevant issuer(s) will be placed on the Restricted

(3) Please note that, as described in further detail in Chapter 4, the Firm actually maintains two restricted trading lists: one for Logan Circle, and another that covers the rest of Fortress's business units. The policies and procedures described in this Manual relate specifically to the Restricted Trading List utilized for all of Fortress's businesses other than Logan Circle. Logan Circle has implemented separate policies and procedures with respect to the operation of its Restricted Trading List, which are not described here. Employees who are dedicated to the Logan Circle business will receive separate training with respect to the operation and maintenance of Logan Circle's restricted trading list, to the extent applicable to such Employee's job function.

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Trading List. Company names are sometimes added to the Restricted Trading List out of an abundance of caution, even at a point when the Firm may not be in possession of material non-public information; notwithstanding the foregoing, trading in the securities of or derivatives related to an issuer that is on the Restricted Trading List is not permitted without consulting the Legal and Compliance Department by emailing "GROUP: COMPLIANCE DEPARTMENT" and obtaining their approval to remove the issuer from the Restricted Trading List (or to otherwise permit limited trading as described in the paragraph immediately below).

The Legal and Compliance Department may from time to time add an issuer to the Restricted Trading List for various reasons having nothing to with material non-public or confidential information (E.G., when a Fund is close to owning 10% or more of an issuer's equity securities and the Firm desires to remain below the 10% threshold). In such cases, the Chief Compliance Officer (or his designee) may authorize certain traders to continue trading in the particular issuer notwithstanding the fact that the particular issuer appears on the Restricted Trading List. Such authorization must be obtained prior to conducting any trades in such issuer.

Any determination to add or remove a company from the Restricted Trading List will be made by the Legal and Compliance Department.

10. DISTRIBUTION OF THE RESTRICTED TRADING LIST

The Firm has developed an application known as "SHORES", which must be used by portfolio managers and traders to determine whether a particular company is on the Restricted Trading List. If you do not have access to "SHORES" and you believe that your investment activities on behalf of the Firm require you to have access to "SHORES" to monitor the Restricted Trading List, please immediately contact a member of the Legal and Compliance Department by emailing "GROUP: COMPLIANCE DEPARTMENT". As new Employees whose job function requires that they monitor the list are hired, they will receive access to "SHORES". Furthermore, Additions and Deletions to the Restricted Trading List are distributed to all "SHORES" users via an automated email. Additional information regarding SHORES is set forth in Chapter 9 of this manual.

11. ONGOING TRAINING

On an as needed basis, the Legal and Compliance Department will conduct training sessions, either individually or as part of a group, with all personnel who participate in effecting trades in publicly traded securities. Attendance by relevant personnel at such training sessions is mandatory.

12. AUDITING FOR COMPLIANCE

The Compliance Department reviews any trades in the securities of issuers who are on the Restricted Trading List. If trades in violation of this policy are discovered, the Legal and Compliance Department will interview the Employee who entered such trades to determine the facts and circumstances surrounding the transaction in order to conclude whether there was a violation of Firm policy. If necessary, the Chief Compliance Officer will determine next steps.

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CHAPTER 4: CODE OF BUSINESS CONDUCT AND ETHICS -- INFORMATION
BARRIERS BETWEEN LOGAN CIRCLE AND FORTRESS

Please note that this Policy regarding Information Barriers Between Logan Circle and Fortress is part of the Firm's Code of Business Conduct and Ethics, which spans Chapter 2 through 6 of this Manual. For ease of reference, certain terms have been defined below; such terms should be relied on solely for the purposes of Chapter 4 of this Manual.

A. INTRODUCTION

These policies and procedures serve as the written procedures established by the Firm in connection with the implementation of a wall (also known as an "Information Barrier") between Logan Circle Partners L.P. and its subsidiaries (collectively, "Logan Circle") and the rest of the Fortress Investment Group LLC organization ("Fortress"). The Information Barrier has been implemented to ensure that the Firm, its employees and its agents comply with applicable law concerning the misuse of material non-public information and/or prohibitions on coordinated investment activity between Logan Circle and Fortress. Although Logan Circle is a part of the overall Fortress Investment Group LLC organization, the term "Fortress" will be used throughout this Chapter to refer to all parts of the Firm other than Logan Circle. The term "Firm" shall be used to refer to the Fortress Investment Group LLC organization as a whole, including Logan Circle.

The integrity of the Information Barrier is important because it helps protect the Firm and its employees from potential insider trading claims as well as violations of other applicable law, either of which can result in severe civil or criminal penalties against you personally and/or the Firm.

B. INFORMATION BARRIERS IN GENERAL

This Chapter sets forth policies and procedures established by the Firm designed to: (1) establish an Information Barrier between Logan Circle and Fortress for the purpose of shielding Logan Circle and Fortress personnel from material non-public information on the opposite side of the Information Barrier and (2) prevent any coordinated investment activities, I.E., so called "Joint Transactions" as described below, among Logan Circle investment professionals and Fortress investment professionals on behalf of their respective Clients. Material non-public information and any information about current or prospective portfolio investments are referred to herein as "Secure Information" and may not be disseminated across an Information Barrier, as further described below.

C. INFORMATION BARRIERS TO PREVENT MISUSE OF MATERIAL NON-PUBLIC INFORMATION

By establishing an Information Barrier between Logan Circle and Fortress, each of Logan Circle and Fortress will be able to trade in the securities of an issuer at a time when individuals working on the other side of the Information Barrier are in possession of material non-public information about such issuer. In the absence of an Information Barrier, trading in the securities of that issuer under such circumstances could, as discussed below, raise insider trading issues. Accordingly, this Chapter should be read in conjunction with, and is supplemental to, Chapter 3

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of the Manual (entitled "Code of Business Conduct and Ethics -- Policy Against Insider Trading"). As a result of the Information Barrier, there are two restricted trading lists within the Firm, one on the Fortress side of the Information Barrier that applies to Fortress investment activity on behalf of its Clients, and one on the Logan Circle side of the Information Barrier that applies to investment activity on behalf of its Clients.

Information Barriers have been used in the financial industry principally to deal with insider trading issues arising out of the possession of material non-public information by certain persons within an organization while others also wanted to be able to trade in the securities of the issuer to which the information relates. In the absence of an Information Barrier, trading for a Firm Client, even when you don't personally possess the material, non-public information, can have serious consequences for you and the Firm.

D. INFORMATION BARRIERS TO PREVENT JOINT TRANSACTIONS

Additionally, the Firm maintains the Information Barrier between Logan Circle and Fortress in order to prevent Fortress and Logan Circle from engaging (with each other, on behalf of their respective Clients) in something often referred to as "Joint Transactions", as described in Rule 17d-1 under the 40 Act. Logan Circle acts as an adviser to funds that are registered under the 40 Act. The 40 Act prohibits Logan Circle from causing its Clients that are registered under the 40 Act to engage in "joint transactions" with other Fortress Clients. The term "joint transactions" is defined broadly in the 40 Act but can generally be thought of as any plan, arrangement or understanding between a Logan Client and any Fortress Client, including the coordination of investment activity of Logan Circle and Fortress Clients. Coordination can take various forms but can be thought of as ANY joint arrangement or plan concerning investment activity, including, but not limited to, decisions to buy or sell the same investment, to vote a proxy in the same manner or to invest in different parts of the same capital structure of a distressed company in an effort to achieve a mutually desirable outcome. Establishment of the Information Barrier is intended to, among other things, eliminate investment related, issuer specific communications that could lead to an impermissible joint transaction, and also to prevent even the appearance of such communications.

E. INFORMATION BARRIER PROCEDURES

1. FUNDAMENTAL CONCEPTS

With an Information Barrier in place, you can think of the entire Firm (including offices of foreign affiliates) as literally being divided by a wall (I.E., an Information Barrier), with Logan Circle on one side of the wall and the rest of the Firm on the other.

Three elements that the Firm considers fundamental to an effective Information Barrier include: (1) physical barriers; (2) electronic barriers; and (3) employees diligently following the basic rule that they cannot share information concerning current investments, potential investments or any information that may constitute material, non-public information with personnel on the other side of the Information Barrier, I.E., Secure Information (as defined above).

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2. PHYSICAL BARRIERS

With limited exception, Logan Circle and Fortress personnel are physically separated in different offices (with Logan Circle personnel in New Jersey and Pennsylvania and Fortress personnel in New York and elsewhere around the globe). The exception to that rule is that certain Logan Circle personnel have set up separately demised space on the 26th floor of Fortress's New York office. Card key access to that space is limited to the relevant Logan Circle personnel occupying it.

Unless approved by the Firm's Chief Compliance Officer or General Counsel (or their respective authorized designee), Logan Circle personnel will not have card key access to Fortress's offices and Fortress personnel will similarly not have card key access to Logan Circle's offices. Fortress personnel are not permitted to enter Logan Circle office space and Logan Circle personnel are not permitted to enter Fortress office space without prior permission.

3. ELECTRONIC BARRIERS

Logan Circle personnel shall not have access to Fortress electronic data and neither shall Fortress personnel have access to Logan Circle electronic data. The Firm's Information Technology Department, in consultation with the Legal and Compliance Department, shall be responsible for ensuring that there are electronic safeguards preventing personnel from accessing data across the Information Barrier.

4. SECURITY OF INFORMATION

It is the obligation of all Firm personnel, regardless of what side of the Information Barrier they are on, to protect all Secure Information on their side of the Information Barrier from being shared with personnel on the other side of the Information Barrier. Documents that may contain Secure Information, including portfolio summaries, reports, presentations, memoranda, personal notes, etc., should not be left in conference rooms or other publicly accessible places that may lead to dissemination across the Information Barrier, and should be stored in a secure place, out of sight of other employees, when not in use. Similarly, discussions relating to Secure Information should be conducted with care and discretion and not in public locations such as elevators, bathrooms or any location where it is not clear whether personnel from across the Information Barrier (or the public generally) may be present.

F. CERTAIN EMPLOYEES ARE PERPETUALLY "ABOVE THE WALL"

Certain employees within the Firm whose responsibilities include non-investment related supervision or support of both the Logan Circle and Fortress businesses are considered perpetually "above the wall." The phrase "above the wall" means such persons are permitted access to both sides of the Information Barrier as needed to carry out their corporate responsibilities. Such personnel include the Firm's Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Risk Officer, Chief Information Officer, the head of the Firm's Capital Formation Group, and the staff of any of the foregoing. All personnel who are above the wall, along with all other Firm personnel, are charged with responsibility for ensuring that they do not improperly transmit Secure Information across the Information Barrier.

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G. PROCEDURE FOR BRINGING AN EMPLOYEE "OVER THE WALL" IN A LIMITED CONTEXT

On an ad hoc basis, it is possible to bring an employee over the wall if pre-approval is obtained from the Firm's General Counsel or Chief Compliance Officer (or their respective authorized designee). A member of the Firm's Legal and Compliance Department shall maintain documentation indicating when an employee is brought over the wall, the length of time for which the wall crossing was granted, the name of the issuer(s) that were discussed, if applicable, and whether any trading restrictions were imposed by the Legal and Compliance Department as a result of such wall crossing.

H. MEETINGS INVOLVING BOTH LOGAN CIRCLE AND FORTRESS PERSONNEL

Meetings involving both Logan Circle and Fortress personnel during which Secure Information may potentially be discussed should, if reasonably possible, be avoided. To the extent that such meetings are necessary, the meeting must be pre-cleared by the Legal and Compliance Department by emailing "GROUP: OFFICE APPROVAL" and it should take place in a public space (E.G., the board room on the 46th floor or 47S in 1345 Avenue of the Americas), or in similar common areas. A member of the Firm's Legal and Compliance Department may periodically participate in any such meetings. To the extent such meetings transpire, participating personnel are prohibited from sharing or discussing Secure Information.

I. THE "NEED TO KNOW" POLICY

Fortress maintains a "need to know" policy concerning Secure Information. In other words, all Secure Information should only be shared with other personnel to the extent they have a legitimate need to know the information. Employees on one side of the Information Barrier must assume that an employee on the other side of the Information Barrier does not have a "need to know" about any Secure Information. Exceptions to this may be granted by the General Counsel or Chief Compliance Officer in accordance with the procedures described above. Even among employees who are all on the same side of the Information Barrier, the "need to know" policy is in effect and employees should still only share Secure Information with employees on the same side of the Information Barrier on a need to know basis.

J. RESTRICTED TRADING LISTS

Each side of the Information Barrier will have its own restricted trading list. The procedures relating to the maintenance of Restricted Trading Lists within the Firm are contained in Chapter 3 of the Firm's Compliance Manual. Nothing about the implementation of this Information Barrier limits the obligation of Firm employees to comply with applicable policies and procedures relating to restricted trading lists that restrict trading on their side of the Information Barrier.

K. COMMUNICATING OUTSIDE FORTRESS

Logan Circle should not be held out to investors or the public as engaging in joint transactions or investment activities with other Fortress businesses. Describing Logan Circle investments as "Fortress investments" or "our" positions, or describing "our" investment processes or approach, or holding the Firm out in any other way that would convey the

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misimpression that Logan Circle and Fortress act jointly with respect to investments should be avoided.

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CHAPTER 5: CODE OF BUSINESS CONDUCT AND ETHICS -- PERSONAL
TRADING POLICY

Please note that this Personal Trading Policy is a component of the Firm's overall Code of Business Conduct and Ethics, which spans Chapters 2 through 6 of this Manual.

A. INTRODUCTION

The Firm has adopted the following Personal Trading Policy ("Personal Trading Policy"), which addresses personal trading by all Firm Employees and long-term consultants (I.E., consultants that are engaged by the Firm for more than six consecutive months). In addition to setting forth personal trading guidelines, this Personal Trading Policy requires all of the Firm's Employees: (1) to submit to the Compliance Department initial, quarterly, and annual reports that disclose any personal Securities (defined below) transactions or holdings, as the case may be and (2) to obtain approval before making any personal investments in any Security. The requirements and restrictions contained in this Personal Trading Policy apply to any Security of which the Employee is the direct or indirect Beneficial Owner in any Personal Brokerage Account (as such terms are defined below).

B. DEFINITIONS APPLICABLE TO THIS PERSONAL TRADING POLICY

1. SECURITY

The terms "Security" or "Securities" shall have the meanings set forth in Section 2(a)(36) of the 40 Act and Section 202(a)(18) of the Advisers Act(4), except that it shall not include: (1) direct obligations of the Government of the United States; (2) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (3) shares issued by money market funds; (4) shares issued by open-end funds (other than "Reportable Funds," which are defined below), and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.

"Reportable Funds" are generally funds advised by or affiliated with the Firm, including the following mutual funds advised by Logan Circle: (i) American Beacon High Yield Bond Fund; (ii) Nationwide Multi-Sector Bond Fund; (iii) Transamerica Emerging Markets Debt Fund; (iv) Bandon Isolated Alpha Fixed Income Fund; (v) Russell Short Duration Bond Fund; (vi) Russell Strategic Bond Fund); (vii) SEI Daily Income Trust Ultra Short Duration Bond Fund; (viii) Russell Investment Grade Bond Fund; (ix) SEI Institutional Investments Ultra Short

(4)The term "Security" includes any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof, including exchange traded or closed-end funds), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

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Duration Bond Fund; and (x) Wakefield Managed Futures Strategy Fund.(5) Because Reportable Funds are considered Securities under our Code, Employees must seek preapproval from the Legal and Compliance Department before transacting (purchasing or selling) the shares of any mutual funds advised by Logan Circle.
Employees who obtain approval to transact in Reportable Funds are required to report such transactions and (their corresponding, if any), holdings, as described further in Section E below.

2. BENEFICIAL OWNERSHIP

The concept of "Beneficial Ownership" shall have the same meaning as that set forth in Rule 16a-l(a)(2) under the Securities Exchange Act of 1934 ("Exchange Act") and shall refer to a direct or indirect pecuniary interest in Securities, the benefits of which are enjoyed, directly or indirectly, by an Employee by reason of any contract, arrangement, understanding, relationship (such as, for example, that person's spouse, children or other close familial relationship), agreement or any other direct or indirect pecuniary interest, and by reason of which such Employee should be regarded as the true owner, although such Securities may not be registered or standing on the books of the issuer in the name of such Employee. Thus, for example: securities held for a person's benefit in the names of others, such as nominees, trustees and other fiduciaries, securities held by any partnership of which a person is the general partner or otherwise exercises control of the partnership, or securities held by any corporation that is controlled by a person (directly or through intermediaries) would be deemed to be Beneficially Owned by said person. Similarly, a person ordinarily obtains benefits equivalent to ownership from, and thus is generally regarded as the Beneficial Owner of, Securities held in the name of a minor child, or a dependent relative of the person or a spouse. Other illustrations of benefits substantially equivalent to those of ownership include application of the income derived from Securities to maintain a common home and application of the income derived from Securities to meet expenses that the person otherwise would meet from other sources. Such interests which confer Beneficial Ownership of a Security include having or sharing with another: (1) voting power, including the power to vote, or to direct the voting of the Security, and/or (2) investment power, including the power to dispose, or to direct the disposition, of such Security. A person is also deemed to be the Beneficial Owner of Securities which such person has the right to acquire Beneficial Ownership of: (i) through the exercise of an option, warrant or right (including options traded on options exchanges) exercisable within 60 days; (ii) through the conversion of Securities that are immediately convertible or will become convertible within 60 days; or (iii) pursuant to either a power to revoke within 60 days or automatic termination within 60 days of a trust, discretionary account or similar arrangement. In addition, Beneficial Ownership is conferred if voting or investment power is shared with one or more other persons and, therefore, the same shares of stock may be deemed Beneficially Owned by a number of persons. The SEC regards Securities held in trust for others as Beneficially Owned by the trustee if he or she has or shares voting or investment power with respect to such Securities.

(5) This list is not static, but rather, represents Logan Circle's mutual fund Clients as of January 2013 and will be updated on a periodic basis. It is an Employee's responsibility to ensure that they are not transacting in a Reportable Fund without pre-approval.

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3. INVESTMENT PERSONNEL

"Investment Personnel" includes senior Employees who have investment discretion over Client capital ("Portfolio Managers"), Employees who provide investment advice or information to Portfolio Managers, Employees who help execute and/or implement the Portfolio Manager's decisions, or any other Employees who participate in making investment recommendations to any Client, as well as persons in a control relationship to any Client who obtain information about investment recommendations.

4. PERSONAL BROKERAGE ACCOUNTS

"Personal Brokerage Accounts" includes all accounts in which an Employee has a direct or indirect Beneficial Ownership (as defined above) interest in, and includes those accounts owned in whole or in part by you, your spouse, any person who is financially dependent on you and any brokerage account over which you exercise investment discretion. This definition does not include accounts in which it is not possible to buy or sell stock, bonds or ETFs nor does it include any account which is managed on a discretionary basis by a person other than the relevant Employee (and other than such Employee's spouse, domestic partner, or financial dependents) and with respect to which such Employee does not in fact influence or control Securities transactions or have the ability to influence or control such transactions.(6)

5. APPROVED BROKERS

Unless an exception is granted by the Legal and Compliance Department, all Firm employees are required to maintain all of their Personal Brokerage Accounts at brokerage firms approved by Fortress. Employees can request a copy of the approved brokers list by emailing "GROUP: PERSONAL TRADING".

6. PURCHASE OR SALE OF A SECURITY

"Purchase or sale of a Security" includes, in addition to its literal meaning, the writing of an option to purchase or sell a Security.

7. SECURITY CONSIDERED FOR PURCHASE OR SALE

A Security is "being considered for purchase or sale" when a recommendation to purchase or sell a Security has been made and communicated or, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

C. PROHIBITED PERSONAL TRANSACTIONS

1. No Employee shall purchase or sell, directly or indirectly, any Security which to such Employee's actual knowledge at the time of such purchase or sale:

(6) An Employee that maintains one or more separately managed accounts that meets the parameters described above must nonetheless complete a "Employee Personal Trading Certification for Independently Managed Personal Brokerage Accounts" form, identifying any such accounts.

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a. is being considered for purchase or sale by a Client,

b. is being purchased or sold by a Client, or

c. is, at the time of such proposed purchase or sale, held for the account of one or more Clients.

2. No Employee may sell any Security within the first thirty days following the purchase of such Security (this rule shall not apply to an exercise and sale of employee stock options).

3. No Employee may engage in short sale transactions(7) .

4. No Employee may place an order other than a market order or same day limit order. Good until cancelled orders are not permitted.

5. No Employee may purchase or sell any options or futures contracts at a time when the Employee could not, consistent with this Personal Trading Policy and the federal securities laws, also purchase or sell the underlying securities of the issuer to which the options or futures contracts relate.

6. No Employee may write options or futures contracts.

7. No Employee may enter into a transaction that will economically benefit from a reduction in price of the securities of Fortress or any portfolio companies owned by Fortress Clients.

8. No Employee may purchase securities on margin.

9. No Employee shall engage in any transactions in the Securities of an issuer that appears on the Firm's Restricted Trading List.

10. No Employee shall participate in a Security transaction on a joint basis with a Client in violation of applicable law.

11. No Employee shall engage in "insider trading" (see Chapter 3 of this Manual for further discussion of insider trading) whether for his or her own benefit or the benefit of others.

12. No Employee shall participate in a Security transaction with respect to which such Employee intentionally spread false or misleading rumors with the intent to manipulate the price of such Security transaction.

13. No Employee may transact in a larger share quantity than the amount pre-cleared by the Legal and Compliance Department.

(7) Excluding currency transactions.

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D. EXCEPTIONS TO PROHIBITED TRANSACTIONS

1. The prohibitions of Section C(1) -- C(10) of this Personal Trading Policy shall not apply to:

a. Purchases which are part of an automatic dividend reinvestment plan.

b. Purchases effected upon the exercise of rights issued by an issuer to all holders of a class of its Securities pro rata, to the extent such rights were acquired from such issuer.

2. The prohibitions of Section C(1) of this Personal Trading Policy shall not apply to:

a. Purchases or sales of Securities that are not eligible for purchase or sale by any Client.

b. Purchases or sales that are non-volitional on the part of either the Employee or all Clients who make the same purchases or sales.

c. Purchases or sales of Securities that are, in the opinion of the General Counsel or the Chief Compliance Officer, not likely to have any economic impact on any Client or such Clients ability to purchase or sell Securities of the same class or other Securities of the same issuer.

3. For employees who are not involved in portfolio management or trading on behalf of a specific Client within the relevant business, with respect to section C(1) only, any equity Securities transaction, or series of related transactions in a given trading day involving less than one percent (1%) of the average daily volume in such Security during the preceding 50 trading days, provided that such issuer has a market capitalization of at least US$1 billion (as reported on www.bigcharts.com). The Legal and Compliance Department may grant exceptions to this prohibition in the event it is determined that such an exception would be consistent with applicable law.

4. With respect to Section C(9), there may be instances when an issuer appears on the Firm's Restricted Trading List for reasons other than the Firm's potential or actual possession of material non-public information. In such instances, the Chief Compliance Officer (or his authorized designee) may, in his discretion and if otherwise permitted by law, grant approval for an employee to trade in Securities of or relating to that issuer.

E. REPORTS BY EMPLOYEES

1. Every Employee shall report to the Compliance Department (by sending an email to "GROUP: PERSONAL TRADING") the information described in subparagraph (2) below with respect to (i) holdings of all Securities, on an initial basis in which such Employee has direct or indirect Beneficial Ownership (the "Initial Holdings

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and Account Identification Report"), (ii) Security transactions consummated during the first three quarters of any calendar year in which such Employee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership interest (the "Quarterly Personal Trading Report") and (iii) both Security Transactions consummated during the fourth quarter in which such Employee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership interest and any Security in which such Employee has a direct or indirect Beneficial Ownership interest as of December 31 of a given year (the "Q4 Personal Trading/Annual Holdings Report"); provided, however, that, upon completion of the "Employee Personal Trading Certification for Independently Managed Personal Brokerage Accounts", an Employee shall not be required to report any transactions effected in any account which is managed on a discretionary basis by a person other than such Employee (and other than such Employee's spouse, domestic partner, or financial dependents) and with respect to which such Employee does not in fact influence or control such transactions or have the ability to influence or control such transactions. The Initial Holdings and Account Identification Report, Quarterly Transaction Report, and Q4/Annual Holdings Report forms (or forms substantially similar to that which the Firm is currently utilizing) are included as Attachments C, D and E, respectively, to the Manual. The Legal and Compliance Department shall maintain such reports and such other records as required by the federal securities laws and this Personal Trading Policy.

2. Every report shall be in writing and shall be delivered not later than (i) in the case of the Initial Holdings and Account Identification Report, 10 days after the individual becomes an Employee (and with the information contained therein current as of a date no more than 30 days prior to the date upon which that person first became an Employee); (ii) in the case of the Quarterly Transactions Report, 30 days after the end of each calendar quarter; and (iii) in the case of the Q4 Personal Trading/Annual Holdings Report, no later than 30 days after the completion of each calendar year (and with the information contained therein current as of a date no more than 30 days prior to the date such report is submitted). Until such time as the Employee's brokerage firm(s) begins sending electronic data feeds (as described in further detail below) or account statements to the Legal and Compliance Department, it is the Employee's responsibility to provide the Legal and Compliance Department with such account statements in a timely manner. The Legal and Compliance Department, however, still requires employees to complete a form related to the foregoing on a quarterly and annual basis.

3. In the event that an Employee has investments in securities that are not held at a brokerage firm (e.g., investments in non-Fortress private equity or hedge funds, physical certificates, other private investments in partnerships or companies, etc.) or investments in Reportable Funds (e.g., mutual funds advised or sub-advised by Fortress affiliates), it is the Employee's responsibility to report this information on the Initial Holdings and Account Identification Report, Quarterly Personal Trading Reports and Q4 Personal Trading/Annual Holdings Reports.

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4. Any such report may contain a statement that the report shall not be construed as an admission by the Employee making such report that such Employee has any direct or indirect Beneficial Ownership in the Security to which the report relates.

5. These reports will be kept confidential, subject to the right of inspection by various boards of entities managed or Controlled by the Firm, by the SEC, or other regulatory or governmental agencies.

6. Employees who fail to complete the required reports in a timely fashion will be prohibited from engaging in any personal trading until such time as their reports are completed and submitted to the Legal and Compliance Department, and any such Employee may be subject to further disciplinary action, up to and including termination.

F. DUPLICATE ACCOUNT STATEMENTS

In order to ensure that all information required in the reports called for in paragraphs E(1)-(2) above is received by the Firm, Employee's Personal Brokerage Account(s) are required to be linked by an electronic data feed to the Firm's electronic personal trading system ("StarCompliance"). New U.S. based employees will receive a StarCompliance activation email within 10 days of submitting their "Initial Holdings and Account Identification Report." Directions for navigating the StarCompliance system are located in the "My Document Library" of the site. For those employees who have Personal Brokerage Accounts that are not linked to the StarCompliance system Fortress requires that you cause the institutions at which you maintain such accounts to send duplicate account statements to Fortress addressed to the "Fortress Compliance Department F/A/O [name on account], Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105."

G. PERSONAL INVESTING: PRE-APPROVAL OF TRANSACTIONS

Every Employee must obtain written approval from the Legal and Compliance Department before engaging in a personal Securities transaction. In addition to routine investments such as buying and selling stocks, bonds or options in the public markets, the pre-approval requirement also applies without limitation to initial public offerings, private placements of stocks or bonds, the acquisition of limited partnership interests in various investment vehicles or interests in other types of private investment funds, etc., because all of these are examples of investments that involve the purchase or sale of a "Security." If you have any question about whether a proposed personal investment requires pre-approval, you must check with the Legal and Compliance Department before making the investment.

Employees who are Investment Personnel are also required to obtain pre-approval for any proposed personal investment, without regard to whether such investment involves a Security (E.G., currencies, commodities, futures, certain real estate products, etc.), if the investment involves an asset that falls within the current investment program for the Client(s) to which the Investment Person provides services.

In addition to the written approval of the Compliance Department, Investment Personnel must also receive additional written pre-approval ("Additional Approval") from, a senior

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member of management responsible for each Client to which the Investment Person provides services. Such approvals shall be procured by the Compliance Department. The Principals, all of whom are presumed to be Investment Personnel, shall obtain Additional Approval for their personal trades from the General Counsel or the Chief Compliance Officer. The purpose of the Additional Approval for Investment Personnel, including the Principals, is to guard against actual or potential conflicts of interest in connection with the investment decision-making process. The Chief Compliance Officer's personal trades, if any, shall be subject to review and pre-approval by the General Counsel and the General Counsel's, if any, shall be subject to review and pre-approval by the Chief Compliance Officer.

In order to obtain clearance for a personal Securities transaction, Employees must access their personal account on the StarCompliance system and click on the "File a Pre-Clearance Request" link. In order to submit a personal trade request, you will need to select the security (by symbol, cusip/sedol/isin, or description), transaction type, your Personal Brokerage Account, and indicate the number of shares you wish to purchase or sell. You will also need to indicate whether the trade request relates to an IPO or Private Placement. Once submitted, you will subsequently receive a reply from the internal email address "GROUP: PERSONAL TRADING CLEARANCE" indicating the disposition of your request.

Employees with Personal Brokerage Accounts that are not on the StarCompliance system must obtain clearance for a personal Securities transaction by sending an email to the Fortress internal email address "GROUP:
PERSONAL TRADING CLEARANCE" and include the following information: (i) the name of the security; (ii) amount of the security; (iii) whether you are purchasing or selling; and (iv) the name of the Personal Brokerage Account in which you wish to trade.

Pre-approvals for personal securities transactions generally expire at the end of the second trading day after which pre-approval was granted.

H. MAINTENANCE OF RECORDS

The Compliance Department shall maintain, in an easily accessible place, the following records:

1. A copy of the Firm's Personal Trading Policy that is or has been in effect during the preceding five years.

2. A list of all persons who are, or within the preceding five years have been, required to make reports pursuant to the this Personal Trading Policy and the federal securities laws.

3. A copy of each report made pursuant to this Personal Trading Policy within the preceding five years.

4. A copy of any decision and reasons supporting such decision to approve an Employee's participation in an initial public offering or a private placement of Securities, made within the preceding five years.

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5. A copy of all written approvals of Securities transactions pursuant to Section G of this Personal Trading Policy.

6. A copy of any record or report of violation of this Personal Trading Policy and any action taken as a result of such violation.

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CHAPTER 6: CODE OF BUSINESS CONDUCT AND ETHICS --GIFTS AND ENTERTAINMENT POLICY

Please note that this Gifts and Entertainment Policy is a component of the Firm's overall Code of Business Conduct and Ethics, which spans Chapters 2 through 6 of this Manual.

A. INTRODUCTION

The receipt or provision of gifts or entertainment may create the appearance of a conflict of interest or otherwise appear to improperly influence decision making by Fortress personnel or a person with whom the Firm is conducting business or seeks to conduct business. In certain circumstances, the receipt or provision of gifts or entertainment may also be in violation of law. Even where there is no violation of the law, you are prohibited from receiving or giving gifts or entertainment if it could give the impression of being done for an improper purpose or to compromise your judgment, regardless of its value. As such, Firm personnel may not accept, provide or solicit gifts, entertainment, favors, special accommodations or other things of value other than in accordance with the terms of this Policy. To be clear, this policy covers both giving and receiving gifts or entertainment and also prohibits Employees from using personal funds or resources to engage in an activity that is otherwise prohibited if done with Firm funds or resources.

A. GIFTS VS. ENTERTAINMENT

Gifts and entertainment provided or received must be considered carefully in light of how the recipient may act, or be perceived to act. As will be discussed further below, gifts and entertainment (of any value) to government officials are prohibited unless you receive prior written permission from the Firm's Legal and Compliance Department.

Our Policy distinguishes between gifts and entertainment. "Entertainment" is generally considered to be an activity in which the person or entity paying for it participates. A "Gift" is any item of value that does not involve engaging in an activity with the provider.

To help understand the difference between gifts and entertainment, consider the following examples, but you should recognize that these are merely examples and that gifts and entertainment can come in many forms.

GIFT: You receive two tickets to a concert from a Firm vendor. The vendor's personnel do not attend. The tickets are a gift.

ENTERTAINMENT: You receive two tickets to a concert from a Firm vendor, and personnel from the vendor go with you. The concert is entertainment.

GIFT: A potential counterparty pays your entry fee in a local golf tournament, but none of the counterparty's personnel will be participating in the tournament. The payment of the entry fee is a gift.

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ENTERTAINMENT: A potential counterparty sponsors a golf tournament and you are invited to attend along with personnel from the potential counterparty. The golf tournament is entertainment.

Of course, the same concepts apply in reverse when the Firm is providing the gift or entertainment.

B. GIFTS

Firm personnel may not accept any gift with a value in excess of the "Gift Reporting Limit" (set forth below) from a party that conducts, seeks or may in the reasonably near future seek to do business with the Firm, without obtaining prior approval from the Legal and Compliance Department. The same Policy applies to providing gifts to such parties.

A request for written approval should be sent to "GROUP: GE" and must include (i) the name of the person providing the gift, (ii) the name of the entity or business with which the person is associated, (iii) a description of the gift and (iv) the value of the gift (use an estimate if the value is unknown).

The "Gift Reporting Limit"(8) you should refer to is based on the location of the office in which you are based as follows:

United States Offices:                                $100.00 (US)
United Kingdom Office:                                [pound]70.00 (GBP)
Germany, Italy, Ireland and Luxembourg                []80.00 (EUR)
Offices:
Australia Office:                                     $110.00 (AUD)
Hong Kong Office:                                     $800.00 (HKD)
Japan Office:                                         []10,300 (JPY)
Singapore Office:                                     S$130 (SGD)
China Office:                                         []620 (RMB)
Israel Office:                                        []370 (ILS)
Dubai Office:                                         [].[]370.00 (AED)

(8) The "Gift Reporting Limit" threshold set forth above does not apply to representatives of Fortress Capital Formation LLC, each of whom must seek preapproval for all gifts, irrespective of the cost associated with such gifts.

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Employees that receive or give gifts that clearly fall below the applicable thresholds set forth above need not seek pre-approval.

C. CASH GIFTS

Firm personnel may not give cash gifts or cash equivalents (such as gift certificates and the like) to, or accept cash gifts or cash equivalents from, any person or entity that does or seeks to do business with the Firm.

D. ENTERTAINMENT

PRE-APPROVAL REQUIRED. The provision or receipt of Entertainment by Firm Employees must be reported and pre-approval must be obtained when:

(1) the per person value of the Entertainment exceeds the Entertainment Reporting Limit (set forth below); or

(2) Entertainment (irrespective of the value of said Entertainment) has previously been received from or provided to the same party during the same Firm fiscal quarter.

A request for written approval should be sent to "GROUP: GE" and should include (i) the name of the person providing the entertainment, (ii) the name of the entity with which the person is associated, (iii) a description of the entertainment and (iv) the value of the entertainment (use an estimate if the value is unknown, as described below).

The "Entertainment Reporting Limit" you should refer to is based on the location of the office in which you are based as follows:

United States Offices:                                $500.00 (US)
United Kingdom Office:                                [pound]350.00 (GBP)
Germany, Italy, Ireland and Luxembourg                []400.00 (EUR)
Offices:
Australia Office:                                     $550.00 (AUS)
Hong Kong Office:                                     $4,000.00 (HKD)
Japan Office:                                         []51,500 (JPY)
Singapore Office:                                     S$650 (SGD)
China Office:                                         []3,100 (RMB)
Israel Office:                                        []1,850 (ILS)
Dubai Office:                                         [].1.850.00 (AED)


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PRE-APPROVAL NOT REQUIRED. In the normal course, Firm personnel may accept or provide "reasonable entertainment" under the Entertainment Reporting Limit without pre-approval or reporting. "Reasonable entertainment" does not include airfare, hotel accommodations, other forms of travel or any other activity that may reasonably be viewed as overly lavish, excessive or embarrassing to the Firm, regardless of whether it exceeds the Entertainment Reporting Limit. The provision or receipt of local ground transportation (i.e., distances up to 50 miles, or 80 kilometers, one way) is permissible.

E. CHARITABLE DONATIONS, POLITICAL CONTRIBUTIONS AND POLITICAL ACTIVITIES

Payments to charities and to political candidates or political parties, as well as the donation of one's time to such causes or persons, can disguise bribe payments. The Firm limits its and its Employees' participation in these activities under the Code and the Anti-Corruption Policy.

1. CHARITABLE DONATIONS. Payment of Firm funds to any charitable organization must be approved in writing and in advance by the Legal and Compliance Department. Further, Employees must obtain the prior approval of the Legal and Compliance Department before serving as a director or trustee of any charitable, not-for-profit, for-profit, or other entity.

2. POLITICAL CONTRIBUTIONS. Laws of certain jurisdictions, including applicable anti-bribery laws, as well as the Firm's Anti-Corruption Policy, may prohibit the use of Firm funds, assets, services, or facilities on behalf of a political party or candidate. Payments of Firm funds to any political party, candidate or campaign may only be made if permitted under applicable law, the Firm's Anti-Corruption Policy, and approved in writing in advance by the General Counsel or Chief Compliance Officer. As noted, such contributions are subject to the Firm's Anti-Corruption Policy, which is outlined in Chapter 7.

(i) U.S. POLITICAL CANDIDATES AND ORGANIZATIONS

All Employees are prohibited from making political donations to any person running for office at any level of government anywhere in the United States unless prior written waiver is obtained from the Legal and Compliance Department by emailing "GROUP: PD". This prohibition extends to donations to U.S. political parties, committees and other organizations that support political candidates in the United States. Spouses and dependents of Fortress personnel are permitted to make such donations with prior approval, which you must seek by sending an email to "GROUP: PD".

Further, you must obtain the prior approval of the General Counsel or the Chief Compliance Officer before running for election or seeking appointment to any government-related position. In addition, your work time may be considered the equivalent of a contribution by the Firm. Therefore, you should not be paid by the Firm, and should not accept compensation from the Firm, for any time spent running for public office, serving as an elected official, or campaigning for, coordinating, or otherwise assisting in any way the campaign of a political candidate.

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(ii) NON-U.S. POLITICAL CANDIDATES AND ORGANIZATIONS

F. ESTIMATING COST

Where the cost of a Gift or Entertainment is unknown, you should use a good faith estimate to determine whether that Gift or Entertainment should be reported for pre-approval. For example, if the face value of a ticket to a sold out concert is $100.00, and you have reason to believe that the ticket's after-market value may be significantly higher, you should report that ticket (be it as a Gift or Entertainment, as the case may be) and seek pre-approval. If you have any uncertainty about whether a Gift or Entertainment is reportable and requires pre-approval, you should err on the side of reporting it.

G. HOLIDAY GIFT EXCEPTION TO THE GENERAL POLICY

It is usual and customary during the "holiday season" (defined as the third Thursday in November through December 31st) to receive food and wine gifts of nominal value from persons or entities with whom the Firm conducts business. It is not necessary to report the receipt of such food and wine items during the holiday season. If, however, you believe (based on the exercise of your own good judgment and common sense) that any particular gift exceeds a nominal value such that it could reasonably embarrass the Firm or otherwise seems inappropriate, you should report it as you would any other gift. This "holiday season" exception applies only to food and wine gifts. Any non-food gifts sent or received during the holiday season is not covered by this exception and must be reported by sending an email to "GROUP: GE". This exception does not apply to the section below entitled "Special Restrictions."

To send gifts of food or wine to business contacts, however, Fortress and its personnel must follow the pre-approval procedures described above. A request for written approval should be sent to "GROUP: GE" and must include (i) the name of the person providing the gift, (ii) the name of the entity or business with which the person is associated, (iii) a description of the food or wine gift and (iv) the value of the gift.

H. SPECIAL RESTRICTIONS

BROKER-DEALERS. Fortress employees associated with the Firm's affiliated broker-dealer (Fortress Capital Formation LLC) are prohibited from giving gifts exceeding $100 in the aggregate i.e., total of all gifts by Fortress personnel in any calendar year to any prospective investor. As such, each representative must seek pre-approval before giving a gift to anyone the Firm does or may do business with. Further details of the policies applicable to registered representatives of Fortress Capital Formation LLC are included in its written Supervisory Procedures.

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GOVERNMENT OFFICIALS. Firm personnel may not provide Gifts or Entertainment of ANY VALUE to "government officials" or their families, including foreign government officials, without the prior written approval of the General Counsel or Chief Compliance Officer. In certain countries around the world, where governments still own or control many banks, financial institutions, airlines, petroleum concerns, power companies, manufacturers and other regulated industries, the employees of these types of institutions may be considered "government officials." This would also apply to sovereign wealth funds. If you have any doubt about who you are dealing with, seek guidance from a member of the Legal and Compliance Department.

PERSONS WHO WORK FOR A U.S. STATE GOVERNMENT OR U.S. STATE OR MUNICIPAL PENSION FUND. Firm personnel may not provide Gifts or Entertainment of ANY value to persons who work for a state or municipal government or pension fund (E.G., the California State Teachers Retirement System ("CalSTRS") or the Pennsylvania State Employees Retirement System ("PASERS"), including without limitation, advisors and/or consultants to such entities, without the prior written approval of the Chief Compliance Officer (or his authorized designee).

I. GIFTS AND ENTERTAINMENT RECORD-KEEPING REQUIREMENTS

The Firm and its Employees must maintain books and accounting records that accurately and fairly reflect all transactions with and dispositions to third parties, including gifts and entertainment expenses as discussed in this Chapter. These record-keeping requirements apply to all payments, not merely those that would be material in the traditional financial sense or that necessitate preapproval. Accordingly, Employees must be timely and complete when preparing all reports and records required by the Firm's policies and procedures.

The making of false or misleading entries, records or documentation violates the law, the Code and the Policy. You must never create a false or misleading report or make a payment or establish an account on behalf of the Firm with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents. Our Policy strictly prohibits the manipulation of the Firm's books and records in an effort to mask such transactions, either by characterizing them in some oblique way, or by omitting them from the Firm's books entirely. No undisclosed or unrecorded accounts are to be maintained for any purpose.

If you have any doubts or questions as to whether your conduct is permissible under the Policy or the Code, you must promptly contact a member of the Firm's Legal and Compliance Department. The record-keeping requirements of the FCPA and Bribery Act are also discussed in Chapter 7 of this Manual.

J. WAIVERS

The Chief Compliance Officer or the General Counsel may grant written waivers of this Policy.

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THE ADVISORS' INNER CIRCLE FUND III

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced fund (the "Trust"), a statutory trust organized under the laws of the State of Delaware, hereby constitutes and appoints Michael Beattie and Dianne Descoteaux, and each of them singly, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended, and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ Rami Abdel-Rahman                                   Date: September 18, 2014
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Rami Abdel-Rahman
Treasurer, Controller and Chief Financial Officer