AMENDED AND RESTATED
BY-LAWS
OF
THE ADVISORS' INNER CIRCLE FUND III

ARTICLE 1
Agreement and Declaration
of Trust and Offices

1.1. AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of The Advisors' Inner Circle Fund III (the "Trust"), the Delaware statutory trust established by the Declaration of Trust.

1.2. PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall be located at such place within or without the State of Delaware as the Trustees may determine from time to time.

1.3. OTHER OFFICES. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.

Article 2 Meetings of Shareholders

2.1. PLACE OF MEETING. Meetings of the Shareholders for the election of Trustees shall be held in such place as shall be fixed by resolution of the Board of Trustees and stated in the notice of the meeting.

2.2. ANNUAL MEETINGS. An Annual Meeting of Shareholders will not be held unless the Investment Company Act of 1940, as amended (the "1940 Act"), requires the election of Trustees to be acted upon.

2.3. SPECIAL MEETINGS. Special Meetings of the Shareholders may be called at any time by the Chairman, or President, or by a majority of the Board of Trustees, and shall be called by the Secretary upon written request of the holders of shares entitled to cast not less than ten percent (10%) of all the votes entitled to be cast at such meeting provided that:

(a) Such request shall state the purposes of such meeting and the matters proposed to be acted on.

(b) The Shareholders requesting such meeting shall have paid to the Trust the reasonable estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Shareholders. No special meeting need be called upon the request of Shareholders entitled to cast less than a majority of all votes entitled to be cast at such meeting to consider any matter which is substantially the same as a matter voted on at any meeting of the Shareholders held during the preceding twelve months. The foregoing provisions of this section 3, notwithstanding a special meeting of Shareholders shall be called upon the request of the holders of at least ten percent of the votes entitled to be cast for the purpose of consideration of the removal of a Trustee from office as provided in section 16(c) of the 1940 Act.

2.4. NOTICE. Not less than seven days before the date of every Annual or Special Shareholders Meeting, the Secretary shall cause to be mailed to each Shareholder entitled to vote at such meeting at his (her) address (as it appears on the records of the Trust at the time of mailing) written notice stating the time and place of the meeting and, in the case of a Special Meeting of Shareholders, shall be limited to the purposes stated in the notice. Notice of adjournment of a Shareholders meeting to another time or place need not be given, if such time and place are announced at the meeting.

2.5. RECORD DATE FOR MEETINGS. Subject to the provisions of the Declaration of Trust, the Board of Trustees may fix in advance a date not more than ninety, nor less than ten days, prior to the date of any annual or special meeting of the Shareholders as a record date for the determination of the Shareholders entitled to receive notice of, and to vote at any meeting and any adjournment thereof; and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to receive notice of and to vote at such meeting and any adjournment thereof as the case may be, notwithstanding any transfer of any stock on the books of the Trust after any such record date fixed as aforesaid.

2.6. QUORUM. Except as otherwise provided by the 1940 Act or in the Declaration of Trust, at any meeting of Shareholders, the presence in person or by proxy of the holders of record of Shares issued and outstanding and entitled to vote representing more than thirty-three and one-third percent (33 1/3%) of the total combined net asset value of all Shares issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business at the meeting.

If, however, a quorum shall not be present or represented at any meeting of the Shareholders, the holders of a majority of the votes present or in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented to a date not more than 180 days after the original record date or another date and time within a reasonable time after the date set for the original meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.7. VOTING. Each Shareholder shall have one vote for each share (and a fractional vote for each fractional share) held by such Shareholder on the record date set pursuant to Section 5 of this Article 2 on each matter submitted to a vote at a meeting of Shareholders. For purposes of this section and Section 6 of this Article 2, net asset value shall be determined pursuant to Section 1 Article 12 of these By-Laws as of the record date for such meeting set pursuant to Section 5 of this Article 2. There shall be no cumulative voting in the election of Trustees. Votes may be made in person or by proxy.

At all meetings of the Shareholders, a quorum being present, all matters, except for the election of Trustees, which is governed by Section 3 of Article 3, shall be decided by majority of the votes entitled to be cast held by Shareholders present in person or by proxy, unless the question is one for which by express provision of the laws of the State of Delaware, the 1940 Act, or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting.

2.8. INSPECTORS. At any election of Trustees, the Board of Trustees prior thereto may, or, if they have not so acted, the Chairman of the meeting may appoint one or more inspectors of election who shall first subscribe an oath of affirmation to execute faithfully the duties of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken.

2.9. STOCK LEDGER AND LIST OF SHAREHOLDERS. It shall be the duty of the Secretary or Assistant Secretary of the Trust to cause an original or duplicate share ledger to be maintained at the office of the Trust's transfer agent. Such share ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

2.10. ACTION WITHOUT MEETING. Any action to be taken by Shareholders may be taken without a meeting and without prior notice if Shareholders holding a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of the Declaration of Trust, by the By-Laws or by applicable law) and holding a majority (or such larger proportion as aforesaid) of the Shares of any Series (or Class) entitled to vote separately on the matter consent to the action in writing (either manually or electronically) and such consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

ARTICLE 3
Trustees

3.1. GENERAL POWERS. The business of the Trust shall be managed under the direction of its Board of Trustees, which may exercise all powers of the Trust, except such as are by statute, or the Declaration of Trust, or by these By-Laws conferred upon or reserved to the shareholders.

3.2. NUMBER AND TERM OF OFFICE. The number of Trustees which shall constitute the whole Board shall be determined from time to time by the Board of Trustees, but shall not be fewer than the minimum number permitted by applicable laws, nor more than fifteen. Each Trustee elected shall hold office until he or she dies, resigns, is declared bankrupt or incompetent by a court or appropriate jurisdiction, or is removed, or until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. Trustees need not be shareholders.

3.3. ELECTIONS. Provided a quorum is present, the Trustees shall be elected by the vote of a plurality of the votes present in person or by proxy, except that any vacancy, including any vacancy created by the Board in connection with an increase in the number of Trustees constituting the Board, on the Board of Trustees may be filled by a majority vote of the Board of Trustees, although less than a quorum, subject to the requirements of Section 16(a) of the 1940 Act.

3.4. REGULAR MEETINGS. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees.

3.5. SPECIAL MEETINGS. Special meetings of the Trustees may be held, at any time and at any place designated in the call of the meeting, when called by the Chairman of the Board, if any, the President or the Treasurer or by two or more Trustees, sufficient notice (except as set forth in Section 6 of this Article 3) thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.

3.6. NOTICE. It shall be sufficient notice to a Trustee of a special meeting to send notice by mail to the Trustee at his or her usual or last known business or residence address at least forty-eight hours or by any electronic or telecommunications device, including telefax or through the Internet at least twenty-four hours before the meeting addressed to the Trustee or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting (unless otherwise required by applicable law).

3.7. QUORUM. At any meeting of the Trustees one-third of the Trustees then in office shall constitute a quorum; provided, however, a quorum shall not be less than two. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.8. ACTION BY VOTE. When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws.

3.9. ACTION BY WRITING. Except as required by law, any action required or permitted to be taken at any meeting of the Trustees may be taken without a meeting if a majority of the Trustees (or such larger proportion thereof as shall be required by any express law or provision of the Declaration of Trust or these By-Laws) consent to the action in writing (manually or electronically) and such written consents are filed with the records of the meetings of Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.

3.10. PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Except as required by law, the Trustees may participate in a meeting of Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

3.11. COMPENSATION. Any Trustee, whether or not he is a salaried officer or employee of the Trust, may be compensated for his services as Trustee or as a member of a Committee of Trustees, or as chairman of a Committee by fixed periodic payments or by fees for attendance at meetings or by both, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Trustees may from time to time determine.

ARTICLE 4
Notices

4.1. FORM. Notices to Shareholders and Trustees shall be delivered by any method legally permissible with respect to that type of notice. Such methods may include oral, written, electronic, or otherwise. Delivery of notice shall be made using the most current contact information for that Shareholder or Trustee appearing on the books of the Trust. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Subject to the provisions of the 1940 Act, notice to Trustees need not state the purpose of a regular or special meeting.

4.2. WAIVER. Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees or a Committee is required to be given under the provisions of the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of Shareholders in person or by proxy, or at the meeting of Trustees or a Committee in person, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE 5
Officers

5.1. ENUMERATION; QUALIFICATION. The officers of the Trust shall be a President, a Treasurer, a Secretary, a Chief Compliance Officer and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. The Chairman of the Board, if one is elected, shall be a Trustee and may but need not be a Shareholder; and any other officer may but need not be a Trustee or Shareholder. Any two or more offices may be held by the same person.

5.2. ELECTION AND TENURE. The President, the Treasurer, the Secretary and such other officers as the Trustees from time to time may in their discretion elect shall each be elected by the Trustees to serve until his or her successor is elected or qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each officer shall hold office and each agent shall retain authority at the pleasure of the Trustees. Any officer or agent may be removed by the affirmative vote of a majority of the Board of Trustees whenever, in its judgment, the best interests of the Trust will be served thereby. In addition, any officer or agent appointed pursuant to Section 1 of this Article 5 may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Trustees. Any vacancy occurring in any office of the Trust by death, resignation, removal or otherwise shall be filled by the Board of Trustees, unless pursuant to Section 1 of this Article 5 the power of appointment has been conferred by the Board of Trustees on any other officer.

5.3. POWERS. Subject to the other provisions of these By-Laws, each officer shall have, in addition to the duties and powers set forth herein and in the Declaration of Trust, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Delaware business corporation and such other duties and powers as the Trustees may from time to time designate.

5.4. PRESIDENT. The President shall be the principal executive officer of the Trust. He or she may call meetings of the Trustees and of any Committee thereof when he or she deems it necessary and, in the absence of the Chairman, shall preside at all meetings of the Shareholders. Subject to the control of the Trustees, the Chairman and any Committees of the Trustees, within their respective spheres, as provided by the Trustees, the President shall at all times exercise a general supervision and direction over the affairs of the Trust. The President shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, secretaries, clerks and employees as he or she may find necessary to transact the business of the Trust. He or she shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such powers and duties as from time to time may be conferred upon or assigned to him or her by the Trustees.

5.5. VICE PRESIDENT(S). In the absence or disability of the President, the Vice President, if any, or, if there be more than one Vice President, any Vice President designated by the Trustees shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him or her from time to time by the Trustees or the President. Any Vice President shall be authorized to sign documents on behalf of the Trust.

5.6. CHAIRMAN OF THE BOARD. The Chairman shall, if present, preside at meetings of the Shareholders and the Trustees, and shall, subject to the control of the Trustees, have general supervision, direction and control of the business and the officers of the Trust and exercise and perform such other powers and duties as may be from time to time assigned to him by the Trustees or prescribed by the Declaration of Trust or these By?Laws. In the absence of the Chairman, the Vice Chairman, if such an officer is elected, may assume all powers and duties assigned to the Chairman hereunder at the discretion of the Trustees.

5.7. TREASURER. The Treasurer shall be the chief financial officer and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President. The Treasurer shall be authorized to sign documents on behalf of the Trust. He shall render to the Board of Trustees, whenever directed by the Board, an account of the financial condition of the Trust and of all his transactions as Treasurer. He shall cause to be prepared annually a full and correct statement of the affairs of the Trust, including a balance sheet and a statement of operations for the preceding fiscal year. He shall perform all the acts incidental to the office of Treasurer, subject to the control of the Board of Trustees.

5.8. SECRETARY. The Secretary shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary from any meeting of the Shareholders or Trustees, an assistant secretary or, if there be none or if he or she is absent, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books. The Secretary shall be authorized to sign documents on behalf of the Trust.

5.9. CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall be responsible for administering the Trust's compliance policies and procedures as required by Rule 38a-1 under the 1940 Act and may have such other duties and powers as may be designated from time to time by the Trustees. The designation and compensation of the Chief Compliance Officer must be approved by the Trustees, including a majority of the Trustees who are not interested persons of the Trust, as defined by the 1940 Act. The Chief Compliance Officer shall be authorized to sign documents on behalf of the Trust.

5.10. RESIGNATIONS AND REMOVALS. Any officer may resign at any time by written instrument signed by him or her and delivered to the Chairman, the President or the Secretary or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer with or without cause. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

5.11. SUBORDINATE OFFICERS. A Vice President, the Secretary or the Treasurer may appoint an Assistant Vice President, an Assistant Secretary or an Assistant Treasurer, respectively, to serve subject to ratification by the Board at its next regular meeting.

5.12. VACANCIES IN OFFICES. Any vacancy in any of the offices, whether by resignation, removal or otherwise, may be filled by the President. A vacancy in the office of Assistant Vice President may be filled by a Vice President; in the office of Assistant Secretary by the Secretary; or in the office of Assistant Treasurer by the Treasurer. Any appointment to fill any vacancy shall serve subject to ratification by the Board at its next regular meeting.

5.13. COMPENSATION. The salaries or other compensation of all officers and agents of the Trust shall be fixed by the Board of Trustees, except that the Board of Trustees may delegate to any person or group of persons the power to fix the salary or other compensation of any subordinate officers or agents appointed pursuant to Section 1 of this Article 5.

ARTICLE 6
Committees

6.1. COMMITTEES. The Board of Trustees may by resolution passed by a majority of the entire Board appoint from among its members an Executive Committee and other committees composed of two or more Trustees, and may delegate to such committees, in the intervals between meetings of the Board of Trustees, any or all of the powers of the Board of Trustees in the management of the business and affairs of the Trust.

6.2. ACTION OF COMMITTEES. In the absence of an appropriate resolution of the Board of Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be less than two trustees. The committees shall keep minutes of their proceedings and shall report the same to the Board of Trustees at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Trustees, provided that no rights of third persons shall be affected by any such revision or alteration. In the absence of any member of such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member.

ARTICLE 7
Reports

7.1. GENERAL. The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers and Committees shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees.

ARTICLE 8
Fiscal Year

8.1. GENERAL. The fiscal year of the Trust and each Series shall be as designated from time to time by the Board. The fiscal year of the Trust and each Series may be refixed or changed, from time to time, by resolution of the Board.

ARTICLE 9
Seal

9.1. GENERAL. The Trust shall have no seal.

ARTICLE 10
Execution of Papers

10.1. GENERAL. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all checks, deeds, leases, contracts, notes, drafts and other obligations made by the Trustees shall be signed by the Chairman, if any, the President, any Vice President or the Treasurer or any of such other officers or agents as shall be designated for that purpose by a vote of the Trustees.

ARTICLE 11
Share Certificates

11.1. SHARE CERTIFICATES. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise authorize.

In lieu of issuing certificates for Shares, the Trustees or the transfer agent may either issue receipts therefore or may keep accounts upon the books of the Trust for the record holders of such Shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such Shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

11.2. RECORDING AND TRANSFER WITHOUT CERTIFICATES. The Trust shall have the full power to participate in any program approved by the Board of Trustees providing for the recording and transfer of ownership of the Trust's shares by electronic or other means without the issuance of certificates.

11.3. TRANSFER OF SHARES. Transfers of shares of beneficial interest of the Trust shall be made on the books of the Trust by the holder of record thereof (in person or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the Secretary of the Trust).

11.4. REGISTERED HOLDERS. The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.

11.5. TRANSFER AGENTS AND REGISTRARS. The Board of Trustees may, from time to time, appoint or remove transfer agents and or registrars of the Trust, and they may appoint the same person as both transfer agent and registrar. Upon any such appointment being made, all certificates representing shares of beneficial interest thereafter issued shall be countersigned by such transfer agent and shall not be valid unless so countersigned.

ARTICLE 12
Provisions Relating to the Conduct of the Trust's Business

12.1. DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per Share of each series or class of Shares of the Trust shall be determined at the times and in the manner specified from time to time by the Trustees.

12.2. CUSTODIANSHIP. Except as otherwise required by the 1940 Act or provided by a resolution of the Board of Trustees, the Trust shall place and at all times maintain in the custody of a custodian (including any sub-custodian for the custodian) all funds, securities and similar investments owned by the Trust. The custodian may enter into arrangements with securities depositories, provided such arrangements comply with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

ARTICLE 13
Indemnification

13.1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this Article 13, "agent" means any person who is or was a trustee or officer of this Trust and any person who, while a trustee or officer of this Trust, is or was serving at the request of this Trust as a trustee, director, officer, partner, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "Trust" includes any domestic or foreign predecessor entity of this Trust in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction; "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes without limitation attorney's fees and any expenses of establishing a right to indemnification under this Article.

13.2. ACTIONS OTHER THAN BY THE TRUST. This Trust shall indemnify any person to the fullest extent permitted by the 1940 Act or the Delaware Statutory Trust Act (12 Del. C. Sec. 3801 et seq.) (the "Delaware Act") (i) who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person is or was an agent of this Trust, or (ii) otherwise by virtue of his being or having been a Trustee or officer of the Trust, against expenses, judgments, fines, settlements, attorney's fees and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trust's best interests and (b) in all other cases, that his conduct was at least not opposed to the Trust's best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth in this Section. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the person did not meet the requisite standard of conduct set forth in this Section.

13.3. ACTIONS BY THE TRUST. This Trust shall indemnify any person to the fullest extent permitted by the 1940 Act or the Delaware Act (i) who was or is a party or is threatened to be made a party to any proceeding by or in the right of this Trust to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Trust, or (ii) otherwise by virtue of his being or having been a Trustee or officer of the Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

13.4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent's office with this Trust.

No indemnification shall be made under Section 2 or 3 of this Article 13:

(a) In respect of any proceeding as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity; or

(b) In respect of any proceeding as to which that person shall have been adjudged to be liable in the performance of that person's duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or

(c) Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained.

13.5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this Trust has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Sections 2 or 3 of this Article 13 before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article.

13.6. REQUIRED APPROVAL. Except as provided in Section 5 of this Article 13, any indemnification under this Article 13 shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this Article 13 and is not prohibited from indemnification because of the disabling conduct set forth in Section 4 of this Article 13, by:

(a) A majority vote of a quorum consisting of trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the 1940 Act);

(b) A written opinion by an independent legal counsel; or

(c) The shareholders; however, shares held by agents who are parties to the proceeding may not be voted on the subject matter under this Sub-Section.

13.7. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding if:

(a) Receipt of a written affirmation by the agent of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the agent, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not met those requirements, and

(b) A determination that the facts then known to those making the determination would not preclude indemnification under this Article.

Determinations and authorizations of payments under this Section must be made in the manner specified in Section 6 of this Article 13 for determining that the indemnification is permissible.

13.8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article 13 shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise.

13.9. LIMITATIONS. No indemnification or advance shall be made under this Article 13, except as provided in Sections 5 or 6, in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the Declaration of Trust, a resolution of the shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

13.10. INSURANCE. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any agent or employee of this Trust against any liability asserted against or incurred by the agent or employee in such capacity or arising out of the agent's or employee's status as such to the fullest extent permitted by law.

13.11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article 13 does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article 13. Nothing contained in this Article 13 shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article 13.

ARTICLE 14
Amendments to the By-Laws

14.1. GENERAL. These By-Laws may be restated and/or amended at any time, without the approval of the Shareholders, by a majority vote of the then Board.

Date: February 12, 2014

Amended and Restated: September 18, 2014

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 22nd day of September, 2016 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 Strategic Global Advisors, LLC (the "Adviser"), a California limited liability company with its principal place of business at 101 Bayview Circle, Suite 650, Newport Beach, CA 92669.

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 "Fund"), 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 Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for the Fund, consistent with the investment objectives and policies of the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund and what portion of the Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the 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 the 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 the 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 the Fund's assets or to otherwise exercise its right to control the overall management of the 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 the Fund, and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting the Fund's portfolio securities and performing the Adviser's obligations hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser's full responsibility for any of the foregoing.

(c) Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund 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 Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. 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 Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

(d) Recordkeeping. The Adviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise provided herein or as may be necessary for the Adviser to supply to the Trust or its Board the information required to be supplied under this Agreement.

The Adviser shall maintain separate books and detailed records of all matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under the 1940 Act (other than those records being maintained by any administrator, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records"). The Fund Books and Records shall be available to the Board at any time upon request, shall be delivered to the Trust upon the termination of this Agreement and shall be available without delay during any day the Trust is open for business.

(e) Holdings Information and Pricing. The Adviser shall provide regular reports regarding Fund holdings, and may, on its own initiative, furnish the Trust and its Board from time to time with whatever information the Adviser believes is appropriate for this purpose. The Adviser agrees to notify the Trust promptly if the Adviser reasonably believes that the value of any security held by the Fund may not reflect fair value. The Adviser agrees to provide upon request any pricing information of which the Adviser is aware to the Trust, its Board and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Trust's valuation procedures for the purpose of calculating the Fund net asset value in accordance with procedures and methods established by the Board.

(f) Cooperation with Agents of the Trust. The Adviser agrees to cooperate with and provide reasonable assistance to the Trust, any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Trust with respect to such information regarding the Fund as such entities may reasonably request from time to time in the performance of their obligations, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.

2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Trust. The Adviser shall ensure that its Access Persons (as defined in the Adviser's Code of Ethics) comply in all material respects with the Adviser's Code of Ethics, as in effect from time to time. Upon request, the Adviser shall provide the Trust with a (i) copy of the Adviser's current Code of Ethics, as in effect from time to time, and (ii) certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Adviser's Code of Ethics. Annually, the Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to the Trust's Board. The Adviser shall respond to requests for information from the Trust as to violations of the Code by Access Persons and the sanctions imposed by the Adviser. The Adviser shall immediately notify the Trust of any material violation of the Code, whether or not such violation relates to a security held by the 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 immediately upon detection of
(i) any material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding the 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 the 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 Fund 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 securities for the account of the Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

(b) Placement of Orders. The Adviser shall arrange for the placing of all orders for the purchase and sale of securities for 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 Fund the most favorable execution and net price available under the circumstances. It is also understood that it is desirable for the Fund that the Adviser have access to brokerage and research services provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers, consistent with section 28(e) of the 1934 Act and any Commission staff interpretations thereof. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its or its affiliates' services to other clients.

(c) Aggregated Transactions. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of 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 or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.

(d) Affiliated Brokers. The Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for 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 the Fund's current Registration Statement; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the provisions of the 1934 Act; and (e) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Fund for these services in addition to the Adviser's fees for services under this Agreement.

5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or receive physical possession of cash, securities or other investments of the Fund.

6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Adviser shall not be responsible for 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, 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 Fund (collectively the "Disclosure Documents") and represents and warrants that, with respect to language provided by the Adviser, such Disclosure Documents contain or will contain no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) Use Of The Name "SGA". The Adviser has the right to use the name "SGA" 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 "SGA" 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 "SGA."

(e) Insurance. The Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

(f) No Detrimental Agreement. The Adviser represents and warrants that it has no arrangement or understanding with any party, other than the Trust, that would influence the decision of the Adviser with respect to its selection of securities for the Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund.

(g) Conflicts. The Adviser shall act honestly, in good faith and in the best interests of the Trust including requiring any of its personnel with knowledge of Fund activities to place the interest of the Fund first, ahead of their own interests, in all personal trading scenarios that may involve a conflict of interest with the Fund, consistent with its fiduciary duties under applicable law.

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

8. THE NAME "SGA". The Adviser grants to the Trust a license to use the name "SGA" (the "Name") as part of the name of the Fund. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of the Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name; the Trust acknowledges and agrees that, as between the Trust and the Adviser, the Adviser has the right to use, or authorize others to use, the Name. The Trust shall (1) only use the Name in a manner consistent with uses approved by the Adviser; (2) use its best efforts to maintain the quality of the services offered using the Name; (3) adhere to such other specific quality control standards as the Adviser may from time to time promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser representative samples of any promotional materials using the Name; and (b) change the name of 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 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 Fund shall pay to the Adviser, as compensation for the Adviser's services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Fund.

The method for determining net assets of the Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund's prospectus. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month.

10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund. If any occasion should arise in which the Adviser gives any advice to its clients concerning the shares of the Fund, the Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder.

This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

12. DURATION AND TERMINATION.

This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in
Section 11 hereof or until terminated as follows:

(a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the 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 the 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 the Fund and with respect to any of its assets, except as otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the Adviser shall deliver the Fund Books and Records to the Trust by such means and in accordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the transition of portfolio asset management to any successor of the Adviser.

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

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

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

14. LIABILITY OF THE ADVISER.

(a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents to the extent supplied by the Adviser.

(b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) 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 (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"); provided, however, that the Adviser shall not be liable for any Improper Investment made in good faith reliance upon the written advice of counsel to the Fund or the Trust.

(d) 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, 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 out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment to the extent not made in good faith reliance upon the advice of counsel to the Fund or the Trust;
(iii) any untrue statement of a material fact contained in any Disclosure Document and supplied by the Adviser or the 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; or
(iv) the Adviser's performance or non-performance of its duties hereunder, ; 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, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

15. ENFORCEABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities.

17. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Adviser within a reasonable time prior to such change being effected.

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

19. PARAGRAPH HEADINGS. The headings of paragraphs contained in this Agreement are provided for convenience only, form no part of this Agreement and shall not affect its construction.

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

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

THE ADVISORS' INNER CIRCLE FUND III, on behalf of the Fund(s) listed on Schedule A

By: /s/ Michael Beattie
    -------------------------
        Name: Michael Beattie
        Title: President

STRATEGIC GLOBAL ADVISORS, LLC

By: /s/ Cynthia Tusan
    ---------------------------
        Name: Cynthia Tusan, CFA
        Title: President

FUND                                                                 RATE
--------------------------------------------------------------------------------
SGA International Equity Fund                                        0.95%
SGA International Equity Plus Fund                                   1.10%
SGA Global Equity Fund                                               0.95%
SGA International Small Cap Equity Fund                              1.15%

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of September 22, 2016 by and between Strategic Global Advisors, LLC (the "Adviser") and The Advisors' Inner Circle Fund III (the "Trust") (the "Agreement"), on behalf of the series of the Trust set forth in Schedule A attached hereto (the "Funds").

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

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated September 22, 2016 (the "Advisory Agreement"), pursuant to which the Adviser provides investment advisory services to the Funds for compensation based on the value of the average daily net assets of the Funds;

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of the Funds and their shareholders to maintain the expenses of the Funds at a level at or below the level to which each Fund would normally be subject in order to maintain each Fund's expense ratio at the Maximum Annual Operating Expense Limit (as hereinafter defined) specified for such Fund in Schedule A hereto;

NOW THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, distribution and/or service (12b-1) fees, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, other non-routine expenses not incurred in the ordinary course of such Fund's business) and expenses for which payment has been made through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by that Fund ("Fund Operating Expenses"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Adviser.

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

1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with respect to the Excess Amount, each month the Fund Operating Expenses for the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month of the Fund exceed the Maximum Annual Operating Expense Limit of such Fund, the Adviser shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Maximum Annual Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Adviser may also remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount.

1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each fiscal year (or the termination of this Agreement if sooner), an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the 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 such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, for example, interest accruable on the Reimbursement Amount.

2.2. BOARD NOTIFICATION. The Fund shall provide to the Board a quarterly report of any reimbursements paid to the Adviser pursuant to this agreement.

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

2.4. PAYMENT AND YEAR-END ADJUSTMENT. Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of the 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 Fund 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 Fund:

(i) by the Trust, for any reason and at any time;

(ii) by the Adviser, for any reason, upon ninety (90) days' prior written notice to the Trust at its principal place of business, such termination to be effective as of the close of business on 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; and

(iii) automatically upon the termination of the Advisory Agreement.

4. MISCELLANEOUS.

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

4.2. INTERPRETATION. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust's Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which 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 Fund.

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

/s/ Dianne Descoteaux
-----------------------
Name: Dianne Descoteaux
Title: VP & Secretary

STRATEGIC GLOBAL ADVISORS, LLC

/s/ Cynthia Tusan
------------------------
Name: Cynthia Tusan, CFA
Title: President

------------------------------------------------------------------------------------------------------------------------------------
NAME OF FUND                                  SHARE CLASS               MAXIMUM ANNUAL                    INITIAL TERM END
                                                                      OPERATING EXPENSE                         DATE
                                                                            LIMIT
------------------------------------------------------------------------------------------------------------------------------------
SGA International Equity Fund              Institutional Shares             0.95%                         November 30, 2017
                                           --------------------
                                             Investor Shares
------------------------------------------------------------------------------------------------------------------------------------
SGA International Equity Plus Fund         Institutional Shares             1.10%                         November 30, 2017
                                           --------------------
                                             Investor Shares
------------------------------------------------------------------------------------------------------------------------------------
 SGA Global Equity Fund                    Institutional Shares             0.95%                         November 30, 2017
                                           --------------------
                                             Investor Shares
------------------------------------------------------------------------------------------------------------------------------------
SGA International Small Cap Equity Fund    Institutional Shares             1.15%                         November 30, 2017
                                           --------------------
                                             Investor Shares
------------------------------------------------------------------------------------------------------------------------------------

AMENDMENT TO THE CUSTODIAN AGREEMENT BETWEEN THE ADVISORS' INNER CIRCLE FUND III AND BROWN BROTHERS HARRIMAN & CO. DATED NOVEMBER 25, 2014

THIS AMENDMENT to the custodian agreement between Advisors' Inner Circle Fund III (the "Trust"), acting on behalf of one or more of its series listed in Schedule 1 attached thereto and Brown Brothers Harriman & Co. ("BBH&Co." or the "Custodian") dated November 25, 2014, as amended from time to time (the "Agreement") is made as of September 27, 2016 (the "Amendment").

W I T N E S S E T H:

WHEREAS, the Trust and the Custodian have entered into the Agreement and the parties now wish to amend the Agreement to add additional series of the Trust to Schedule 1 of the Agreement; and

WHEREAS, the Agreement may be amended by written agreement of both the Trust and the Custodian;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Trust and the Custodian hereby agree, as follows:

1. Each of the SGA International Equity Fund, SGA International Equity Plus Fund and the SGA Global Equity Fund shall be added to the Agreement as a new Fund (as defined in the Agreement) and hereinafter shall also be included when a reference to "Fund" is made in this Amendment or the Agreement, as applicable.

2. Schedule 1 to the Agreement is hereby deleted in its entirety and replaced by Schedule 1 attached hereto.

3. Except as amended hereby, all other provisions in the Agreement shall remain the same.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the date first above written.

BROWN BROTHERS HARRIMAN & CO. THE ADVISORS' INNER CIRCLE FUND III

By: /s/ Elizabeth E. Prickett                By: /s/ Dianne Descoteaux
    -------------------------                    ---------------------
Name: Elizabeth E. Prickett                  Name: Dianne Descoteaux
Title: Managing Director                     Title: VP & Secretary

SCHEDULE I
TO

THE CUSTODIAN AGREEMENT BETWEEN THE ADVISORS' INNER CIRCLE FUND III AND BROWN BROTHERS HARRIMAN & CO. DATED NOVEMBER 25, 2015

LIST OF FUNDS AS OF SEPTEMBER 27, 2016

Knights of Columbus Core Bond Fund
Knights of Columbus International Equity Fund Knights of Columbus Large Cap Growth Fund Knights of Columbus Large Cap Value Fund Knights of Columbus Small Cap Equity Fund Knights of Columbus Limited Duration Bond Fund Logan Circle Partners Multi-Sector Fund
Logan Circle Partners High Yield Fund
Logan Circle Partners Core Plus Fund
PineBridge Dynamic Asset Allocation Fund Chiron Capital Allocation Fund
RWC Global Emerging Equity Fund
SGA International Small Cap Equity Fund
SGA INTERNATIONAL EQUITY FUND
SGA INTERNATIONAL EQUITY PLUS FUND
SGA GLOBAL EQUITY FUND

AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT

THIS AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT (this "Amendment"), made this 31st day of March, 2016 (the "Amendment Effective Date"), by and among The Advisors' Inner Circle Fund III, a statutory trust formed under the laws of the State of Delaware (the "Trust"), SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the "Administrator"), and each investment advisor (each an "Investment Advisor") that executes a Series Schedule to this Agreement, substantially in the form attached hereto as Exhibit A (each a "Series Schedule"). Each Investment Advisor shall be a limited party to this Amendment solely in respect of its rights and obligations as specifically set forth in the Agreement and in respect of the Funds indicated in its applicable Series Schedule (as such term is defined herein). Each Series Schedule, as may be amended from time to time, shall be considered a part of this Amendment.

WHEREAS:

1. The Trust and the Administrator entered into an Administration Agreement, dated as of February 12, 2014, (the "Agreement"), pursuant to which, among other things, the Administrator agreed to provide certain administration services to the Funds of the Trust; and

2. The parties hereto desire to further amend the Agreement on the terms and subject to the conditions provided herein.

NOW, THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1. DEFINED TERMS. Except as specifically set forth herein, defined terms used herein shall have their respective meanings as set forth in the Agreement.

2. Schedule I (List of Services). Schedule I (List of Services) is hereby deleted in its entirety and replaced with the Schedule I (List of Services) as set forth on the Attachment #1 hereto.

3. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Agreement are hereby ratified and shall continue in full force and effect.

4. COUNTERPARTS. This Amendment may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. This Amendment shall be deemed executed by each party when any one or more counterparts hereof or thereof, individually or taken together, bears the original, facsimile or scanned signatures of each of the parties.

5. BINDING EFFECT. This Amendment shall be binding upon, and shall inure to the benefit of the Administrator the Funds and each of their respective permitted successors and assigns.

6. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of laws rules or principles thereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the Amendment Effective Date.

ADMINISTRATOR:                             TRUST:

SEI INVESTMENTS GLOBAL FUNDS SERVICES      THE ADVISORS' INNER CIRCLE FUND III


By:  /s/ John Alshefski                    By: /s/ Michael Beattie
     ------------------                        -------------------
Name: John Alshefski                       Name: Michael Beattie
Title: Senior Vice President               Title: President

ATTACHMENT 1

SCHEDULE I

List of Services

1) Maintain the Trust's accounting books and records;

2) Obtain Fund security valuations from appropriate sources consistent with the Trust's pricing and valuation policies, and calculate net asset value of each Fund and class;

3) Compute yields, total return, expense ratios, portfolio turnover rate and average dollar-weighted portfolio maturity, as appropriate;

4) Track and validate income and expense accruals, analyze and modify expense accrual changes periodically, and process expense disbursements to vendors and service providers;

5) Perform cash processing such as recording paid-in capital activity, perform necessary reconciliations with the transfer agent and the custodian, and provide cash availability data to the Investment Advisor, if requested;

6) Calculate required ordinary income and capital gains distributions, coordinate estimated cash payments, and perform necessary reconciliations with the transfer agent;

7) Provide standardized performance reporting data to the Trust and each Investment Advisor;

8) Provide performance, financial and expense information for registration statements and proxies;

9) Communicate net asset value, yield, total return or other financial data to appropriate third party reporting agencies, and assist in resolution of errors reported by such third party agencies;

10) Update accounting system to reflect rate changes, as received from a Fund's Investment Advisor, sub-advisor or respective designee, on variable interest rate instruments;

11) Accrue expenses of each Fund according to instructions received from the Trust's treasurer or other authorized representative (including officers of the a Fund's Investment Advisor);

12) Determine the outstanding receivables and payables for all (1) security trades, (2) portfolio share transactions and (3) income and expense accounts in accordance with the budgets provided by the Trust or its Investment Advisor;

13) Prepare the Trust's financial statements for review by fund management and independent auditors, manage annual and semi-annual report preparation process, prepare Forms N-SAR, N-Q, N-CSR and 24f-2, provide Fund performance data for annual report, coordinate printing and delivery of annual and semi-annual reports to Shareholders, and file Forms N-SAR, N-Q, N-CSR and 24f-2 and annual/semi-annual reports via EDGAR;

14) Monitor each Fund's compliance with the requirements of Subchapter M of the Internal Revenue Code with respect to status as a regulated investment company;

15) Prepare and file federal and state tax returns for the Trust other than those required to be prepared and filed by the Trust's transfer agent or custodian.

16) Provide data for year-end 1099's and supplemental tax letters;

17) Provide such fund accounting and financial reports in connection with quarterly meetings of the board of trustees as the board of trustees may reasonably request;

18) Excluding proxy statements that arise due to adviser or sub-adviser changes in control, manage the Trust's proxy solicitation process, including evaluating proxy distribution channels, coordinating with outside service provider to distribute proxies, tracking Shareholder responses and tabulating voting results, and managing the proxy solicitation vendor if necessary;

19) Provide individuals to serve as ministerial officers of the Trust, as requested;

20) Provide principal financial officer for purposes of Sarbanes-Oxley;

21) Coordinate with the Trust's counsel on filing of the Trust's registration statements and proxy statements, and coordinate printing and delivery of the Trust's prospectuses and proxy statements;

22) Provide consultation to the Trust on regulatory matters relating to the operation of the Trust as requested and coordinate with the Trust's legal counsel regarding such matters;

23) Assist legal counsel to the Trust in the development of policies and procedures relating to the operation of the Trust;

24) Act as liaison to legal counsel to the Trust and, where applicable, to legal counsel to the Trust's independent trustees;

25) Coordinate with Trust counsel in the preparation, review and execution of contracts between the Trust and third parties, such as the Trust's Investment Advisor, transfer agent, and custodian, and record-keepers or Shareholder service providers;

26) Assist the Trust in handling and responding to routine regulatory examinations with respect to records retained or services provided by the Administrator, and coordinate with the Trust's legal counsel in responding to any non-routine regulatory matters with respect to such matters;

27) Provide consulting with respect to the ongoing design, development and operation of the Trust, including new Funds or Share classes and/or load structures and financing, as well as changes to investment objectives and policies for existing Funds;

28) Coordinate as necessary the registration or qualification of Shares with appropriate state securities authorities;

29) Except with respect to special board meetings called at the request of an adviser, manage the preparation for and conducting of board of trustees meetings by (i) coordinating Trust's board of trustees' schedule and book production and distribution process, (ii) subject to review and approval by the Trust and its counsel, preparing meeting agendas, (iii) preparing the relevant sections of the board of trustees materials required to be prepared by the Administrator, (iv) assisting to gather and coordinate special materials related to annual contract renewals and approval of rule 12b-1 plans for and as directed by the trustees or Trust counsel, (v) attending board of trustees meetings, and (vi) performing such other board of trustees meeting functions as shall be agreed by the parties in writing (in this regard, the Trust shall provide the Administrator with notice of regular meetings at least six (6) weeks before such meeting and as soon as practicable before any special meeting of the board of trustees);

30) Cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that all necessary information is made available to the Trust's independent public accountants in connection with the preparation of any audit or report requested by the Trust, including the provision of a conference room at the Administrator's location if necessary (in this regard, the Trust's independent auditors shall provide the Administrator with reasonable notice of any such audit so that (i) the audit will be completed in a timely fashion and (ii) the Administrator will be able to promptly respond to such information requests without undue disruption of its business); and

31) On a T+2 post-trade basis and based on the information available to the Administrator, periodically monitor the Funds for compliance with applicable limitations as set forth in the Trust's or any Fund's then current Prospectus or Statement of Additional Information (this provision shall not relieve the Trust's Investment Advisor and sub-advisors, if any, of their primary day-to-day responsibility for assuring such compliance, including on a pre-trade basis).

32) Additional Reports and Services.

o Upon reasonable notice and as mutually agreed upon, the Administrator may provide additional reports upon the request of the Trust or its Investment Advisor, which may result in additional charges, the amount of which shall be agreed upon between the parties prior to the provision of such report.

o Upon reasonable notice and as mutually agreed upon, the Administrator may provide such additional services with respect to a Fund, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to the provision of such service.

***

AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT

THIS AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT (this "Amendment"), made this 23rd day of June, 2016 (the "Amendment Effective Date"), by and among The Advisors' Inner Circle Fund III, a statutory trust formed under the laws of the State of Delaware (the "Trust"), SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the "Administrator"), and each investment advisor (each an "Investment Advisor") that executes a Series Schedule to this Agreement, substantially in the form attached hereto as Exhibit A (each a "Series Schedule"). Each Investment Advisor shall be a limited party to this Amendment solely in respect of its rights and obligations as specifically set forth in the Agreement and in respect of the Funds indicated in its applicable Series Schedule (as such term is defined herein). Each Series Schedule, as may be amended from time to time, shall be considered a part of this Amendment.

WHEREAS:

1. The Trust and the Administrator entered into an Administration Agreement, dated as of February 12, 2014, as amended (the "Agreement"), pursuant to which, among other things, the Administrator agreed to provide certain administration services to the Funds of the Trust; and

2. The parties hereto desire to further amend the Agreement on the terms and subject to the conditions provided herein.

NOW, THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1. DEFINED TERMS. Except as specifically set forth herein, defined terms used herein shall have their respective meanings as set forth in the Agreement.

2. Schedule I (List of Services). Schedule I (List of Services) is hereby deleted in its entirety and replaced with the Schedule I (List of Services) as set forth on the Attachment #1 hereto.

3. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Agreement are hereby ratified and shall continue in full force and effect.

4. COUNTERPARTS. This Amendment may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. This Amendment shall be deemed executed by each party when any one or more counterparts hereof or thereof, individually or taken together, bears the original, facsimile or scanned signatures of each of the parties.

5. BINDING EFFECT. This Amendment shall be binding upon, and shall inure to the benefit of the Administrator the Funds and each of their respective permitted successors and assigns.

6. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of laws rules or principles thereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the Amendment Effective Date.

ADMINISTRATOR:                             TRUST:

SEI INVESTMENTS GLOBAL FUNDS SERVICES      THE ADVISORS' INNER CIRCLE FUND III


By:  /s/ John Alshefski                    By: /s/ Michael Beattie
     ------------------                        -------------------
Name: John Alshefski                       Name: Michael Beattie
Title: Senior Vice President               Title: President

ATTACHMENT 1

SCHEDULE I

List of Services

General Services:

1) Maintain the Trust's accounting books and records;

2) Obtain Fund security valuations from appropriate sources consistent with the Trust's pricing and valuation policies, and calculate net asset value of each Fund and class;

3) Compute yields, total return, expense ratios, portfolio turnover rate and average dollar-weighted portfolio maturity, as appropriate;

4) Track and validate income and expense accruals, analyze and modify expense accrual changes periodically, and process expense disbursements to vendors and service providers;

5) Perform cash processing such as recording paid-in capital activity, perform necessary reconciliations with the transfer agent and the custodian, and provide cash availability data to the Investment Advisor, if requested;

6) Calculate required ordinary income and capital gains distributions, coordinate estimated cash payments, and perform necessary reconciliations with the transfer agent;

7) Provide standardized performance reporting data to the Trust and each Investment Advisor;

8) Provide performance, financial and expense information for registration statements and proxies;

9) Communicate net asset value, yield, total return or other financial data to appropriate third party reporting agencies, and assist in resolution of errors reported by such third party agencies;

10) Update accounting system to reflect rate changes, as received from a Fund's Investment Advisor, sub-advisor or respective designee, on variable interest rate instruments;

11) Accrue expenses of each Fund according to instructions received from the Trust's treasurer or other authorized representative (including officers of the a Fund's Investment Advisor);

12) Determine the outstanding receivables and payables for all (1) security trades, (2) portfolio share transactions and (3) income and expense accounts in accordance with the budgets provided by the Trust or its Investment Advisor;

13) Prepare the Trust's financial statements for review by fund management and independent auditors, manage annual and semi-annual report preparation process, prepare Forms N-SAR, N-Q, N-CSR and 24f-2, provide Fund performance data for annual report, coordinate printing and delivery of annual and semi-annual reports to Shareholders, and file Forms N-SAR, N-Q, N-CSR and 24f-2 and annual/semi-annual reports via EDGAR;

14) Monitor each Fund's compliance with the requirements of Subchapter M of the Internal Revenue Code with respect to status as a regulated investment company;

15) Prepare and file federal and state tax returns for the Trust other than those required to be prepared and filed by the Trust's transfer agent or custodian.

16) Provide data for year-end 1099's and supplemental tax letters;

17) Provide such fund accounting and financial reports in connection with quarterly meetings of the board of trustees as the board of trustees may reasonably request;

18) Excluding proxy statements that arise due to adviser or sub-adviser changes in control, manage the Trust's proxy solicitation process, including evaluating proxy distribution channels, coordinating with outside service provider to distribute proxies, tracking Shareholder responses and tabulating voting results, and managing the proxy solicitation vendor if necessary;

19) Provide individuals to serve as ministerial officers of the Trust, as requested;

20) Provide principal financial officer for purposes of Sarbanes-Oxley;

21) Coordinate with the Trust's counsel on filing of the Trust's registration statements and proxy statements, and coordinate printing and delivery of the Trust's prospectuses and proxy statements;

22) Provide consultation to the Trust on regulatory matters relating to the operation of the Trust as requested and coordinate with the Trust's legal counsel regarding such matters;

23) Assist legal counsel to the Trust in the development of policies and procedures relating to the operation of the Trust;

24) Act as liaison to legal counsel to the Trust and, where applicable, to legal counsel to the Trust's independent trustees;

25) Coordinate with Trust counsel in the preparation, review and execution of contracts between the Trust and third parties, such as the Trust's Investment Advisor, transfer agent, and custodian, and record-keepers or Shareholder service providers;

26) Assist the Trust in handling and responding to routine regulatory examinations with respect to records retained or services provided by the Administrator, and coordinate with the Trust's legal counsel in responding to any non-routine regulatory matters with respect to such matters;

27) Provide consulting with respect to the ongoing design, development and operation of the Trust, including new Funds or Share classes and/or load structures and financing, as well as changes to investment objectives and policies for existing Funds;

28) Coordinate as necessary the registration or qualification of Shares with appropriate state securities authorities;

29) Except with respect to special board meetings called at the request of an adviser, manage the preparation for and conducting of board of trustees meetings by (i) coordinating Trust's board of trustees' schedule and book production and distribution process, (ii) subject to review and approval by the Trust and its counsel, preparing meeting agendas, (iii) preparing the relevant sections of the board of trustees materials required to be prepared by the Administrator, (iv) assisting to gather and coordinate special materials related to annual contract renewals and approval of rule 12b-1 plans for and as directed by the trustees or Trust counsel, (v) attending board of trustees meetings, and (vi) performing such other board of trustees meeting functions as shall be agreed by the parties in writing (in this regard, the Trust shall provide the Administrator with notice of regular meetings at least six (6) weeks before such meeting and as soon as practicable before any special meeting of the board of trustees);

30) Cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that all necessary information is made available to the Trust's independent public accountants in connection with the preparation of any audit or report requested by the Trust, including the provision of a conference room at the Administrator's location if necessary (in this regard, the Trust's independent auditors shall provide the Administrator with reasonable notice of any such audit so that (i) the audit will be completed in a timely fashion and (ii) the Administrator will be able to promptly respond to such information requests without undue disruption of its business); and

31) On a T+2 post-trade basis and based on the information available to the Administrator, periodically monitor the Funds for compliance with applicable limitations as set forth in the Trust's or any Fund's then current Prospectus or Statement of Additional Information (this provision shall not relieve the Trust's Investment Advisor and sub-advisors, if any, of their primary day-to-day responsibility for assuring such compliance, including on a pre-trade basis).

32) Additional Reports and Services.

o Upon reasonable notice and as mutually agreed upon, the Administrator may provide additional reports upon the request of the Trust or its Investment Advisor, which may result in additional charges, the amount of which shall be agreed upon between the parties prior to the provision of such report.

o Upon reasonable notice and as mutually agreed upon, the Administrator may provide such additional services with respect to a Fund, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to the provision of such service.

ENHANCED SERVICES:

Administrator may, at its discretion, provide the following enhanced services with respect to certain Funds of the Trust:

a) Complete account opening, name change, conversion, merger, market-specific licensing renewals, and account closing documentation for foreign custody market registration provided to the Administrator by the Fund's custodian.

b) Complete tax documentation required by the custodian or sub-custodian for tax reclaim applications in foreign markets that the Fund's adviser requests the Fund be able to trade in including forms, signatures and appropriate certifications.

c) Complete, for adviser review, proxy documentation as required by the custodian or sub-custodian for it to process voting requirements in foreign markets that the Fund's adviser requests the Fund be able to trade in, including forms, signatures and appropriate certifications.

d) Draft, for adviser review, and file supplements to Fund registration statements.

***

SERIES SCHEDULE
SERIES SCHEDULE DATED SEPTEMBER 15, 2016 TO
ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND
STRATEGIC GLOBAL ADVISORS, LLC (THE "INVESTMENT ADVISOR")
ON BEHALF OF THE SGA INTERNATIONAL EQUITY FUND,

SGA INTERNATIONAL SMALL CAP EQUITY FUND, SGA INTERNATIONAL EQUITY PLUS FUND AND

SGA GLOBAL EQUITY FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES

 Fund(s):                          SGA International Equity Fund, SGA
                                   International Small Cap Equity Fund, SGA
                                   International Equity Plus Fund, and SGA
                                   Global Equity Fund, and any additional funds
                                   established subsequent to the date hereof
                                   (each a "Fund" and collectively, the "Funds")

 Fees:                             The following fees are due and payable
                                   monthly to SEI pursuant to Article 4 of the
                                   Agreement 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 pro rata portion
                                   of the Asset Based Fee or its Annual Minimum
                                   Fee per Fund, in each case calculated in the
                                   manner set forth below.

 Asset Based Fee:                   10 basis points on the first $500 million in
                                    aggregate net assets of all Funds; 8 basis
                                    points for aggregate net assets of all Funds
                                    between $500 million and $1 billion;6 basis
                                    points for all aggregate net assets of all
                                    Funds in excess of $1 billion.

                                   The Asset Based Fee shall be calculated based
                                   on the aggregate average daily net assets of
                                   all Funds indicated above during the relevant
                                   period.

Annual Minimum Fee:                The Annual Minimum Fee shall be $95,000 per
                                   Fund from a Fund's live date (the first day
                                   on which SEI begins calculating the Fund's
                                   net asset value) through the one year
                                   anniversary of the live date, $100,000 per
                                   Fund from the first anniversary of the live
                                   date through the second anniversary of the
                                   live date, and $105,000 per annum thereafter.

                                   The foregoing Annual Minimum Fee assumes 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 $15,000 per
                                   Class, which shall be payable in addition to
                                   applicable Asset Based Fees or Annual Minimum
                                   Fees.

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 added subsequent to the
                                   initial registration, 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. 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: STRATEGIC GLOBAL ADVISORS, LLC - New
                                        Fund


Enhanced Services Fees:            The following Fees are payable in connection
                                   with the Administrator's provision of
                                   Enhanced Services as set forth in the List of
                                   Services:

                                   FOREIGN MARKET REGISTRATION FEES:

                                   $2,500 annual maintenance fee per Fund for
                                   which foreign market registration services
                                   are performed

                                   Per event fees (e.g. account openings, name
                                   changes, conversions, mergers, market
                                   licensing renewals and other events requiring
                                   updates to registration documents) payable
                                   following completion of the event based on
                                   the Group number of the foreign market as
                                   indicated in Schedule I hereto:

                                   Group 1 - $1,450 per event
                                   Group 2 - $850 per event
                                   Group 3 - $550 per event
                                   Group 4 - No charge

                                   FUND REGISTRATION SUPPLEMENTS

                                   $300 per hour for preparation and filing of
                                   Fund registration supplements

Adjustment of Fees:                The Annual Minimum Fee payable hereunder may
                                   be subject to increase as of the effective
                                   date of any Renewal Term, by an amount
                                   determined by reference 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 date on which the Funds must provide
                                   notice of non-renewal of the term of this
                                   Schedule.

Reorganization Fees:               The Adviser shall pay SEI a transaction
                                   charge equal to $25,000 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. For
                                   purposes of clarity, the Liquidation (defined
                                   below) of a Fund or termination of any Fund
                                   that is not yet operationally active shall
                                   not be considered a Reorganization Event. For
                                   purposes of this Schedule, 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 interest
                                   holders in complete liquidation of the
                                   interests of interest holders in such Fund.
                                   Additionally, a Fund shall be held to be not
                                   yet operationally active at any time prior to
                                   the date on which the Fund begins to accept
                                   investments, even where such Fund has filed a
                                   registration statement with the U.S.
                                   Securities and Exchange Commission.

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 this Schedule shall continue in
                                   effect with respect to each Fund for a period
                                   of three 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, this Schedule
                                   shall continue in effect for successive
                                   periods of two years (each, a "Renewal
                                   Term"); provided that this Schedule shall
                                   renew for two years only upon SEI providing
                                   the Funds with notice (i) that the then
                                   current term is about to expire at least two
                                   hundred ten days prior to the end of such
                                   then current term; and (ii) that the Schedule
                                   shall renew for an additional two years (a
                                   "Renewal Notice"), unless the Funds advise
                                   SEI not less than one hundred eighty days
                                   prior to the scheduled expiration date of the
                                   then current term, that the Funds do not wish
                                   the term of the Schedule to be renewed. In
                                   the event the Funds fail to respond to SEI's
                                   Renewal Notice in accordance with this
                                   section, or otherwise fail to provide notice
                                   of termination of the Schedule not less than
                                   one hundred eighty days prior to the
                                   scheduled expiration date of the then current
                                   term, this Schedule shall be deemed to have
                                   renewed in accordance with the terms of this
                                   Section. Alternatively, in the event that SEI
                                   fails to provide a Renewal Notice in the
                                   manner required above, then SEI and the Funds
                                   agree that except to the extent any party
                                   hereto provides notice of termination of the
                                   Schedule at least one hundred eighty days
                                   prior to the scheduled expiration date of the
                                   Schedule, then the Schedule shall be deemed
                                   to have renewed for a reduced Renewal Term
                                   equal to one year.

Termination:                       This Schedule 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 one hundred
                                   eighty 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 ninety
                                   days prior to the specified date of
                                   termination and the breaching party has not
                                   remedied such breach by the specified date;
                                   or (c) as to any Fund, upon forty-five days
                                   prior written notice, effective (i) upon the
                                   reorganization or merger of a Fund into
                                   another entity, provided that 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) as to
                                   any Fund, upon ninety days prior written
                                   notice of such Fund's Liquidation. 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.

Early Termination:                 Subject to the terms and conditions set forth
                                   in this paragraph, the parties may agree to
                                   terminate this Schedule on or before the
                                   expiration of the then current term
                                   (hereinafter, an "Early Termination"). In the
                                   event the parties agree to an Early
                                   Termination, the parties will agree upon the
                                   effective date of such Early Termination and,
                                   on or before such effective date, the
                                   terminating Fund shall not be in material
                                   breach of the Agreement (including this
                                   Schedule) and (ii) Adviser shall pay the
                                   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 otherwise
                                   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),
                                   subject to a maximum of twelve months. The
                                   Adviser shall pay the Buyout Amount to SEI on
                                   or before the effective date of the Early
                                   Termination by means of wire or other
                                   immediately available funds. For purposes of
                                   clarity, the Liquidation of a Fund shall not
                                   be considered an Early Termination.
                                   Additionally, the Buyout Amount shall not
                                   apply to a Fund that is not yet operationally
                                   active (as defined above) at the time of
                                   termination.

Adviser Expense Repayment:

                                   Any and all out of pocket fees, costs, or
                                   expenses advanced by SEI, in its sole
                                   discretion on behalf of a Fund or the
                                   undersigned Adviser, as a result of any
                                   failure to fully satisfy and comply with any
                                   and all applicable fund expense caps or
                                   expense ratio limits, shall be the
                                   responsibility of the Adviser and 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 responsible
Specific Obligations               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 dated September 15, 2016, 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 SGA International Equity Fund, SGA International Small Cap Equity Fund, SGA International Equity Plus Fund, and SGA Global Equity Fund

BY:  /s/ Michael Beattie
     -----------------------
       Name: Michael Beattie
       Title: President

SEI INVESTMENTS GLOBAL FUNDS SERVICES

BY:  /s/ John Alshefski
     ------------------
       Name: John Alshefski
       Title: Senior Vice President

AGREED TO AND ACCEPTED BY:

STRATEGIC GLOBAL ADVISORS, LLC, Advisor to SGA International Equity Fund, SGA International Small Cap Equity Fund, SGA International Equity Plus Fund, and SGA Global Equity Fund

BY:  /s/ Cynthia Tusan
     -----------------
       Name: Cynthia Tusan
       Title: President

--------------------------------------------------------------------------------
MARKET              GROUP NUMBER      MARKET                      GROUP NUMBER
--------------------------------------------------------------------------------
China A Shares           1            Bahrain                          3
--------------------------------------------------------------------------------
Ecuador                  1            Bangladesh                       3
--------------------------------------------------------------------------------
India ( FPI)             1            Brazil                           3
--------------------------------------------------------------------------------
Kazakhstan               1            China B Shares                   3
--------------------------------------------------------------------------------
Korea                    1            Chile                            3
--------------------------------------------------------------------------------
Pakistan                 1            Egypt                            3
--------------------------------------------------------------------------------
Russia                   1            Iceland                          3
--------------------------------------------------------------------------------
Saudi Arabia             1            Indonesia                        3
--------------------------------------------------------------------------------
Serbia                   1            Turkey                           3
--------------------------------------------------------------------------------
Taiwan                   1            Hungary                          4
--------------------------------------------------------------------------------
Ukraine                  1            Colombia                         4
--------------------------------------------------------------------------------
Venezuela                1            Cyprus                           4
--------------------------------------------------------------------------------
Vietnam                  1            Ghana                            4
--------------------------------------------------------------------------------
Bulgaria                 2            Greece                           4
--------------------------------------------------------------------------------
Costa Rica               2            Malaysia                         4
--------------------------------------------------------------------------------
Jordan                   2            Peru                             4
--------------------------------------------------------------------------------
Kuwait                   2            Poland                           4
--------------------------------------------------------------------------------
Lebanon                  2            Tunisia                          4
--------------------------------------------------------------------------------
Oman                     2            Rwanda                           4
--------------------------------------------------------------------------------
Qatar                    2            Uganda                           4
--------------------------------------------------------------------------------
Romania                  2            Mauritius                        4
--------------------------------------------------------------------------------
Slovenia                 2            India FPI License (Renewal)      4
--------------------------------------------------------------------------------
Thailand                 2            Russia (POA Renewal)             4
--------------------------------------------------------------------------------
Sri Lanka                2            Kazakhstan (POA Renewal)         4
--------------------------------------------------------------------------------
UAE (All Exchanges)      2            Lebanon (POA Renewal)            4
--------------------------------------------------------------------------------
                                      Serbia (Renewal)                 4
--------------------------------------------------------------------------------

MORGAN LEWIS

September 28, 2016

The Advisors' Inner Circle Fund III
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Ladies and Gentlemen:

We have acted as counsel to The Advisors' Inner Circle Fund III (the "Trust"), a Delaware statutory trust, in connection with the above-referenced registration statement (as amended, the "Registration Statement"), which relates to the Trust's units of beneficial interest, with no par value per share (collectively, the "Shares"), of the following portfolios of the Trust: SGA International Equity Fund, SGA International Equity Plus Fund, SGA International Small Cap Equity Fund and SGA Global Equity Fund (the "Funds"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 73 to the Registration Statement (the "Amendment") with the U.S. Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

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

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

(b) the Trust's Agreement and Declaration of Trust and Amended and Restated By-Laws;

(c) a certificate executed by Dianne M. Descoteaux, the Secretary of the Trust, certifying as to, and attaching copies of, the Trust's Agreement and Declaration of Trust and Amended and Restated By-Laws and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares of the Funds; and

                          1701 Market Street
                          Philadelphia, PA 19103-2921     T +1.215.963.5000
                          United States                   F +1.215.963.5001

(d)  a printer's proof of the Amendment.

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

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

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

/s/ Morgan, Lewis & Bockius LLP

AMENDED SCHEDULE A
DATED SEPTEMBER 15, 2016
TO THE ADVISORS' INNER CIRCLE FUND III
DISTRIBUTION PLAN
DATED MAY 15, 2014,
AS AMENDED AND RESTATED
MARCH 3, 2015

Pursuant to Section 1 of the Plan and subject to any limitations imposed by Rule 2830 of the NASD's Conduct Rules, distribution fees for the following Fund(s), and/or classes thereof, shall not exceed the amounts listed below:

Fund                                                Class of Shares       Fee

Rothschild Larch Lane Alternatives Fund                Investor          0.25%
Knights of Columbus Core Bond Fund                     Investor          0.25%
Knights of Columbus Limited Duration Bond Fund         Investor          0.25%
Knights of Columbus Large Cap Growth Fund              Investor          0.25%
Knights of Columbus Large Cap Value Fund               Investor          0.25%
Knights of Columbus Small Cap Equity Fund              Investor          0.25%
Knights of Columbus International Equity Fund          Investor          0.25%
SGA International Equity Fund                          Investor          0.25%
SGA International Small Cap Equity Fund                Investor          0.25%
SGA International Equity Plus Fund                     Investor          0.25%
SGA Global Equity Fund                                 Investor          0.25%
RWC Global Emerging Equity Fund                        Class N           0.25%

                                    adviser)

--------------------------------------------------------------------------------
                                             INSTITUTIONAL
                  FUND                          SHARES          INVESTOR SHARES
--------------------------------------------------------------------------------
SGA International Equity Fund                      X                   X
--------------------------------------------------------------------------------
SGA International Small Cap Equity Fund            X                   X
--------------------------------------------------------------------------------
SGA International Equity Plus Fund                 X                   X
--------------------------------------------------------------------------------
SGA Global Equity Fund                             X                   X
--------------------------------------------------------------------------------

EXHIBIT G.1

STRATEGIC GLOBAL ADVISORS FUNDS

CERTIFICATE OF CLASS DESIGNATION

Institutional Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Institutional Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee or a shareholder service fee.

2. ELIGIBILITY OF PURCHASERS

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

4. EXCHANGE RIGHTS

Upon request, shareholders may exchange Institutional Shares of a Fund for Institutional Shares of another Fund, provided such shareholder meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds' prospectus(es).

5. CONVERSION RIGHTS

a. Conversion at the Option of a Shareholder

Shareholders of Institutional Shares of a Fund may convert such Institutional Shares into another Class of shares of the same Fund (an "Intra-Fund Conversion"), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the applicable 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 Shares, a Fund may, in its discretion, elect to convert such shareholder's Institutional Shares into a Class of shares for which such shareholder does meet the eligibility requirements. If such investor meets the eligibility requirements for more than one other Class, then such shareholder's Institutional Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

6. LIMITATION ON CONVERSION AND EXCHANGE RIGHTS

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

EXHIBIT G.2

STRATEGIC GLOBAL ADVISORS FUNDS

CERTIFICATE OF CLASS DESIGNATION

Investor Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Investor Shares are sold without a load or sales charge, but are subject to a Rule 12b-1 fee and a service fee that is payable under a Shareholder Service Plan.

The Trust, on behalf of each Fund, will make monthly payments to the Distributor under the Rule 12b-1 Distribution Plan approved by the Board of Trustees at an annual rate of up to 0.25% of a Fund's average daily net assets attributable to Investor Shares. The Distributor will use the Rule 12b-1 fees for expenses associated with the promotion and sale of the Funds' Investor Shares including, without limitation, travel and communication expenses and expenses for the compensation of and benefits for sales personnel.

Under the terms of the Shareholder Service Plan, each Fund is permitted to compensate, out of the Investor Shares' assets, in an annual amount up to 0.25% of the average daily net assets of the Investor Shares, Service Providers (as defined in the Shareholder Service Plan) that have established a shareholder servicing relationship with the Funds on behalf of their customers who are Investor Shares shareholders, as described in the Funds' prospectus(es).

2. ELIGIBILITY OF PURCHASERS

Investor 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 Investor Shares will have one vote for each full Investor Share held and a fractional vote for each fractional Investor Share held. Shareholders of Investor Shares will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to Investor Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to Investor Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of Investor 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 Shares of a Fund for Investor Shares of another Fund, provided such shareholder meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds' prospectus(es).

5. CONVERSION RIGHTS

a. Conversion at the Option of a Shareholder

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

STRATEGIC GLOBAL ADVISORS, LLC
COMPLIANCE MANUAL

APPENDIX K: CODE OF ETHICS

Strategic Global Advisors, LLC ("SGA"), which is registered as an investment adviser with the Securities and Exchange Commission (the "SEC"), has adopted the following Code of Ethics (this "Code").

I. PURPOSE OF CODE OF ETHICS

Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), requires SEC registered investment advisers to establish, maintain and enforce a written code of ethics that, at a minimum, sets the standard of business conduct that SGA requires of its Supervised Persons, requires Supervised Persons to comply with applicable federal securities laws,(1) and sets forth provisions regarding personal securities transactions by Access Persons.

In addition, Section 204A of the Advisers Act requires registered investment advisers such as SGA to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information. Furthermore, SGA and each of its Supervised Persons has a fiduciary obligation to SGA's clients to protect the confidentiality of all proprietary, sensitive or other confidential information communicated to SGA or such Supervised Persons by its clients. Finally, because SGA and each of its Supervised Persons is a fiduciary to SGA's clients, SGA and such Supervised Persons must maintain the highest ethical standards and refrain from engaging in activities that may create actual or apparent conflicts of interest between SGA or such Supervised Persons, on the one hand, and SGA's clients, on the other.

To ensure that federal securities laws are not violated, that client confidences are maintained, and that conflicts of interest are avoided, SGA has adopted the policies and procedures set forth in this Code. The policies and procedures set forth in this Code are intended to articulate SGA's policies, educate the Supervised Persons about the issues and SGA's policies, establish procedures for complying and monitoring compliance with those policies and procedures, and ensure to the extent feasible that SGA satisfies its obligations in this area. By doing so, SGA hopes to ensure that the highest ethical standards are maintained by SGA and its Supervised Persons and that the reputation of SGA is sustained.

II. FIDUCIARY OBLIGATIONS IN GENERAL

As a fiduciary to SGA's clients, each Supervised Person must avoid actual and apparent conflicts of interest with SGA's clients. Such conflicts of interest could arise if securities are bought or sold for personal accounts in a manner that would significantly compete with the purchase or sale of securities for client accounts, or if securities are bought or sold for client accounts in a manner that is advantageous to such personal accounts. Also, the SEC has determined that it is a conflict of interest for an investment adviser's employees to personally take advantage of a limited investment opportunity without first considering whether the investment is appropriate for any of SGA's clients. If so, SGA's employees are first obligated to make such limited opportunity available to SGA's clients. More information describing

LEGAL_US_W # 53326799.3
Rev. December 29, 2015

such conflicts of interest and the compliance procedures for avoiding such conflicts of interest are set forth below.

Fraudulent activities by Supervised Persons are prohibited. Specifically, any Supervised Person, in connection with the purchase or sale, directly or indirectly, by such Supervised Person of a security held or to be acquired by an SGA client may not:

o Employ any device, scheme or artifice to defraud SGA' s clients;

o Make any untrue statement of a material fact to SGA's clients or omit to state a material fact necessary in order to make the statements made to SGA's clients, in light of the circumstances under which they are made, not misleading;

o Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on SGA's clients; or

o Engage in any manipulative practice with respect to SGA' s clients.

If you have any questions regarding this Code, please contact the Chief Compliance Officer.

This Code requires Supervised Persons to report or disclose to and/or seek approval from the Chief Compliance Officer for certain activities. In the case of the Chief Compliance Officer, the Chief Compliance Officer will report to and seek approval from the President, who will review such activities. The President will also serve as a backup to the Chief Compliance Officer in the absence of the Chief Compliance Officer during vacations, extended illness, or incapacity. However, neither the President nor the Chief Compliance Officer may approve their own activities.

III. DEFINITIONS

For purposes of this Code:

A. "ACCESS PERSON" shall mean: (a) any Supervised Person: (i) who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or (ii) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; and (b) SGA's managers and officers.

The Chief Compliance Officer will maintain a list of individuals currently and formerly deemed to be Access Persons.

B. "AUTOMATED INVESTMENT PLAN" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

C. "BENEFICIAL OWNERSHIP" is interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the 1934 Act. In general, beneficial ownership means that a person, directly, or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities.

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An indirect pecuniary interest includes (i) securities held by a member of a person's immediate family sharing the same household, (ii) a persons' interest in securities held by a trust, and (iii) a person's right to acquire securities through the exercise of a derivative security. The definition of "beneficial ownership" is complex, and if you have any question whether you have a beneficial interest in a security, please consult with the Chief Compliance Officer. Any report filed under this Code may state that the report is not to be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

D. "CONTRIBUTION" is defined as any gift, subscription, loan, advance, or deposit of money or anything of value made for: (i) The purpose of influencing any election for federal, state or local office; (ii) Payment of debt incurred in connection with any such election; or (iii) Transition or inaugural expenses of the successful candidate for state or local office.

E. "COVERED ASSOCIATE" of an investment adviser is defined as: (i) Any general partner, managing member or executive officer, or other individual with a similar status or function; (ii) Any employee who solicits a government entity for the investment adviser and any person who supervises, directly or indirectly, such employee; and (iii) Any political action committee controlled by the investment adviser or by any of its Covered Associates.

F. "EQUITY SECURITY" means any stock or similar security; or any security future on any such security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such security; or any security convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so.

G. "FOREIGN EQUITY SECURITY" means any equity security of a foreign issuer and is to include ordinary shares, depositary shares evidenced by American Depositary Receipts ("ADRs"), Global Depositary Receipt ("GDRs"), European Depositary Receipt ("EDRs"), and open-ended collective investment schemes, such as exchange-traded funds, investing in securities of foreign issuers.

H. "INITIAL PUBLIC OFFERING (IPO)" means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

I. "INSIDE INFORMATION" means material, nonpublic information (i.e., information which is not available to investors generally) that a reasonable investor would consider to be important in deciding whether to buy, sell or retain a security, including for example non-public information relating to a pending merger, acquisition, disposition, joint venture, contract award or termination, major lawsuit or claim, earnings announcement or change in dividend policy, significant product development, or the gain or loss of a significant customer or supplier. Any non-public information may be inside information regardless of whether it is developed internally or obtained from others (e.g., the issuer, current or prospective customers, suppliers or business

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partners). Information is considered non-public until the market has had a reasonable time after public announcement to assimilate and react to the information.

J. "LIMITED OFFERING" means an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) or Rule 504, 505 or
506. Limited Offerings are sometimes referred to as private placements of securities.

K. "PERSONAL ACCOUNT" means any securities and futures account of an Access Person in which the Access Person has a direct or indirect pecuniary interest and which account holds Reportable Securities. An account established for the benefit of the following will be presumed to be a Personal Account unless the Access Person and the Chief Compliance Officer agree otherwise in writing: (1) an Access Person; (2) the spouse of an Access Person; (3) any child of any Access Person under the age of 21 of an Access Person, whether or not residing with the Access Person; (4) any other family member of the Access Person residing in the same household with the Access Person or to whose financial support the Access Person makes a significant contribution; and (5) any other account in which the Access Person has a direct or indirect beneficial interest (e.g. joint accounts, trustee accounts, partnerships, investment clubs, estates or closely held corporations in which the Access Person has a beneficial interest).

L. "PROHIBITED SECURITY" means any US or Foreign Equity Security and any Exchange Traded Fund that is a SECURITY HELD OR TO BE ACQUIRED (as defined below).

M. "PUBLICLY TRADED SECURITY" means any equity or debt instrument traded on an exchange, through NASDAQ or through the "Pink Sheets," any option to purchase or sell such equity or debt instrument, any index stock or bond group option that includes such equity or debt instrument, and futures contract on stock or bond groups that includes such equity or debt instrument, and any option on such futures contract. A Publicly Traded Security also means any security traded on foreign security exchanges, and publicly traded shares of registered closed-end investment companies, unit trusts, partnership and similar interests, notes, warrants, or fixed income instruments, and bonds and debt obligations issued by foreign governments, states, or municipalities. Securities issued by mutual funds, U.S. treasury bonds, notes and bills, U.S. savings bonds and other instruments issued by the U.S. government, debt instruments issued by a banking institution (such as bankers' acceptances, certificates of deposit, commercial paper and other high-quality short-term debt instruments, including repurchase agreements) and U.S. and foreign currency (collectively, "Non-covered Securities") are not considered Publicly Traded Securities for the purpose of this Code.

N. "PURCHASE OR SALE OF A SECURITY" includes, among other things, the writing of an option to purchase or sell a security.

O. "REPORTABLE SECURITY" means a Security, except that it does 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 exchange-traded funds; and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds other than exchange-traded funds.

P. "SECURITY" means 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

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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), 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.

Q. "SECURITY HELD OR TO BE ACQUIRED" includes: (1) any Reportable Security which, within the most recent 15 days: (a) is or has been held by any client of SGA in an account managed by SGA; or (b) is being or has been considered by SGA for purchase on behalf of any client of SGA; and (2) any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security described in clauses (1) or (2) above.

R. "SUPERVISED PERSON" shall mean any officer or manager (or other person occupying a similar status or performing similar functions), or employee, or any other person who provides investment advice on SGA's behalf and is subject to SGA's supervision or control.

IV. INSIDER TRADING

It is unlawful to engage in "Insider Trading." This means, in general, that no "insider" may (1) purchase or sell a security on the basis of material, nonpublic information or (2) communicate material, nonpublic information about a company to another person where the communication leads to, or is intended to lead to, a purchase or sale of securities of such company. Because SGA does not have an investment banking division or affiliate, it is anticipated that Supervised Persons will not routinely receive "inside information." From time to time, however, Supervised Persons may receive such information. To educate Supervised Persons, more information describing "Insider Trading" and the penalties for such trading is set forth below. Compliance procedures regarding the use of inside information by Supervised Persons are also described.

A. INSIDER TRADING DEFINED

The term " Insider Trading" is generally used to refer to ( 1) a person's use of material, nonpublic information in connection with transactions in securities and (2) certain communications of material, nonpublic information.

The laws concerning Insider Trading generally prohibit:

o The purchase or sale of securities by an insider, on the basis of material, nonpublic information;

o The purchase or sale of securities by a non-insider, on the basis of material, nonpublic information where the information was disclosed to the non-insider in violation of an insider' s duty to keep the information confidential or was misappropriated; or

o The communication of material, nonpublic information in violation of a confidentiality obligation where the information leads to a purchase or sale of securities.

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1. WHO IS AN INSIDER?

The concept of "insider" is broad. It generally includes officers, directors, partners, employees and controlling shareholders of a company or other entity. In addition, a person can be considered a "temporary insider" of a company or other entity if he or she enters into a confidential relationship in the conduct of the company's or entity's affairs and, as a result, is given access to information that is intended to be used solely for such company's or entity's purposes. A temporary insider can include, among others, an entity's attorneys, accountants, consultants, investment bankers, commercial bankers and the employees of such organizations. In order for a person to be considered a temporary insider of a particular entity, the entity must expect that the person receiving the information keep the information confidential and the relationship between the entity and the person must at least imply such a duty. Analysts are usually not considered insiders of the entities that they follow, although if an analyst is given confidential information by an entity's representative in a manner which the analyst knows or should know to be a breach of that representative's duties to the entity, the analyst may become a temporary insider.

2. WHAT IS MATERIAL INFORMATION?

Trading on the basis of inside information is not a basis for liability unless the information is "material." Material information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that should be considered material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems and extraordinary management developments. Material information does not have to relate to a company's business; it can be significant market information. For example, a reporter for THE WALL STREET JOURNAL was found criminally liable for disclosing to others the dates on which reports on various companies would appear in THE WALL STREET JOURNAL and whether or not those reports would be favorable.

3. WHAT IS NONPUBLIC INFORMATION?

Information is nonpublic unless it has been effectively communicated to the market place. For information to be considered public, one must be able to point to some fact to show that the information has been generally disseminated to the public. For example, information found in a report filed with the SEC or appearing in DOW JONES, REUTERS ECONOMIC SERVICES, THE WALL STREET JOURNAL or another publication of general circulation is considered public. Market rumors are not considered public information.

4. WHAT IS "TRADING ON THE BASIS OF" MATERIAL NONPUBLIC INFORMATION?

Generally, a purchase or sale of a security is made "on the basis of" material nonpublic information about that security or issuer if the person making the purchase or sale was aware of the material nonpublic information when the person made the purchase of sale.

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B. PENALTIES FOR INSIDER TRADING

Penalties for trading on or communicating material, nonpublic information are severe, both for the individuals involved in the unlawful conduct and for their employers. A person can be subject to some or all of the penalties set forth below even if he or she does not personally benefit from the violation. Penalties include:

o civil injunctions;

o disgorgement of profits; o jail sentences;

o fines for the person who committed the violation of up to three times the profit gained or loss avoided (per violation or illegal trade), whether or not the person actually benefited from the violation; and

o fines for the employer or other controlling person of the person who committed the violation of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided (per violation or illegal trade).

In addition, any violation of the procedures set forth in this Code can be expected to result in serious sanctions by SGA, including dismissal of the persons involved.

C. POLICY STATEMENT REGARDING INSIDER TRADING

SGA expects that each of its Supervised Persons will obey the law and not trade on the basis of material, nonpublic information. In addition, SGA discourages its Supervised Persons from seeking or knowingly obtaining material, nonpublic information.

D. PROCEDURES TO PREVENT INSIDER TRADING

If any Supervised Person receives any information which may constitute material, nonpublic information, the Supervised Person (1) may not buy or sell any securities, including options or other securities convertible into or exchangeable for such securities, for a Personal Account or a client account, (2) may not communicate such information to any other person, including family members and friends (other than the Chief Compliance Officer) and (3) must discuss promptly such information with the Chief Compliance Officer (CCO). If the information is deemed material, nonpublic the CCO will add the company to the firm's material, nonpublic information restricted trading list which is part of pre-trade compliance checklist.

It is a good practice for each Supervised Person who routinely contacts issuers or analysts to identify himself or herself as being associated with SGA and identify SGA as an investment management firm, and, after the conversation, make a memorandum memorializing the conversation with the issuer or analyst (including the beginning of the conversation where such Supervised Person identified himself as associated with SGA).

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V. OTHER CONFIDENTIAL INFORMATION

Certain information obtained by SGA that does not constitute "inside" information still constitutes confidential information that must be protected by SGA and its Supervised Persons. Compliance procedures regarding the use and treatment of that confidential information are set forth below.

A. CONFIDENTIAL INFORMATION DEFINED

As noted above, even if SGA and its Supervised Persons do not receive material, nonpublic information (i. e. , "inside information"), such persons may receive other confidential or sensitive information from or about SGA's clients , and they will also receive confidential or proprietary information about SGA's affairs.

"CONFIDENTIAL INFORMATION" means any non -public information concerning SGA's activities or developed by SGA or received by SGA under an express or implied agreement or understanding the information will be treated in confidence or used only for a limited purpose, regardless of whether or not it would be considered to be important by any other person.

Confidential Information may be in written, audio, video or computer readable form, or may be acquired through conversations in which a Supervised Person is a party or which he or she has overheard. Such Confidential Information may include, among other things, information entrusted to SGA by its clients, including his or her name and related financial information, the names of securities SGA intends to buy or sell, and new product information or business plans.

Given the breadth of the above, ALL information that a Supervised Person obtains through SGA should be considered confidential unless that information is specifically available to the public.

B. POLICY STATEMENT REGARDING USE AND TREATMENT OF CONFIDENTIAL INFORMATION

All Confidential Information, whatever the source, may be used only in the performance of the Supervised Person' s duties with SGA. Confidential Information may not be used for any personal purpose, including the purchase or sale of securities for a Personal Account.

C. PROCEDURES REGARDING USE AND TREATMENT OF CONFIDENTIAL INFORMATION

Supervised Persons have an obligation to be aware of, and sensitive to their treatment of Confidential Information. To safeguard this information:

o Precautions must be taken to avoid storing Confidential Information in plain view in public areas of SGA's facilities, including the reception areas, conference rooms and kitchens, and Supervised Persons must remove Confidential Information from these areas where it may be seen by visitors or other third parties.

o Visitors must be escorted in and out of the office by Supervised Persons.

o Particular care must be exercised when Confidential Information must be discussed in public places, such as restaurants, elevators, taxicabs, trains or airplanes.

o Unless required by law, Confidential Information may not be shared with any person, including any spouse or other family member, who is not a Supervised Person (or is not otherwise subject to a confidentiality agreement with SGA) and who does not have a

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reason relating to such Supervised Person's responsibilities within SGA to know that information.

VI. PERSONAL TRADING

A. FIDUCIARY DUTY TO AVOID CONFLICTS OF INTEREST WITH CLIENT ACCOUNTS

Because SGA and each of its Access Persons is a fiduciary of SGA's clients, such persons must avoid actual and apparent conflicts of interest with SGA's clients. A client's interest takes precedence over the personal interests of SGA and its Access Persons. If a potential conflict arises, SGA and the Access Person must resolve the matter in the client's favor.

An actual or apparent conflict of interest could arise when both an Access Person and SGA, on behalf of a client, engage in a transaction involving the same security. In such cases, transactions for client accounts must take precedence over personal transactions.

Conflicts of interest also may arise when an Access Person becomes aware of Limited Offerings, such as private placements, or offerings in interests in limited partnerships or any thinly traded securities, whether public or private. Because of the inherent potential for conflict, Limited Offerings demand extreme care and are subject to closer scrutiny in the pre-approval procedures discussed below.

B. POLICY STATEMENT REGARDING PERSONAL TRADING

SGA recognizes that the personal investment transactions of its Access Persons and members of their immediate families demand the application of a strict code of ethics. Consequently, SGA requires that all personal investment transactions be carried out in a manner that will not endanger the interest of any client or create any apparent or actual conflict of interest between SGA and its Access Persons, on the one hand, and the client, on the other hand. Thus, SGA has adopted the procedures set forth below.

C. PERSONAL ACCOUNT EXEMPTIONS FOR PUBLICLY TRADED SECURITIES

If an Access Person certifies in writing that (1) the certifying Access Person does not influence the investment decisions for any specified account of a spouse, child or dependent person and (2) the person or persons making the investment decisions for such account do not make such decisions, in whole or in part, upon information that the certifying Access Person has provided, the Chief Compliance Officer may, in his or her discretion, determine that such an account is not the Access Person's Personal Account and that purchases and sales of Publicly Traded Securities for such account are not subject to the pre-clearance requirements of this Code set forth below.

Similarly, if an Access Person certifies in writing that trading in an account in which he or she has direct or indirect beneficial ownership is managed by someone other than the Access Person, such as a third party who exercises complete investment discretion in managing the account, the Chief Compliance Officer, may, in his or her discretion, determine that purchases and sales of Publicly Traded Securities for such account are not subject to the pre-clearance requirements of this Code set forth below. In addition, written verification by the third party involved in the management of the account may also be required in certain circumstances. If the Access Person has any role in the managing the account, then this exception does not apply.

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Finally, if an Access Person engages SGA to manage an account on a fully discretionary basis, purchases and sales of Publicly Traded Securities for such account will not be subject to the pre-clearance requirements of this Code set forth below.

Securities held or traded in an excepted account are nonetheless required to be included in the Access Person's initial, annual and quarterly reports. Any actual or appearance of a conflict of interest in the trading in the Access Person's excepted accounts may render these accounts subject to all of the provisions of this Code.

D. PROCEDURES REGARDING PERSONAL TRADING

1. PROHIBITED PERSONAL TRANSACTIONS

SGA generally prohibits purchases or sales of Prohibited Securities that are or will be held in an Access Person's Personal Account. This prohibition is intended to protect both SGA and its Access Persons from even the appearance of impropriety with respect to any personal transactions.

If you have any doubt as to whether the prohibition requirement applies to a particular security, please check with the Chief Compliance Officer before entering into that transaction.

The prohibition on personal trading shall not apply to Personal or Proprietary Accounts managed by SGA for the sole purpose of incubating or launching new strategies which invest in a universe of Securities different from the universe of Securities applied in managing existing client accounts.

At times, an Access Person may be unable to avoid trading in a Prohibited Security for the Access Person's Personal Account, such as when an Access Person needs to sell a Prohibited Security that was owned prior to becoming an Access Person of SGA. When an Access Person is unable to avoid trading in a Prohibited Security, the Access Person must follow the pre-clearance policies below.

2. PRE-CLEARANCE

Even when an Access Person is unable to avoid trading in a Prohibited Security, as referenced above, or when an Access Person desires to purchase a Limited Offering or IPO, SGA requires written pre-clearance of purchases and sales of (i) all Prohibited Securities that are or will be held in an Access Person's Personal Account and (ii) all Limited Offerings or IPOs that are or will be beneficially owned by its Access Persons. This pre-clearance is intended to protect both SGA and its Access Persons from even the appearance of impropriety with respect to any personal transactions.

At this time, pre-clearance is not required for personal trading in securities other than Prohibited Securities, Limited Offerings, or IPOs.

If you have any doubt as to whether the pre-clearance requirement applies to a particular security, please check with the Chief Compliance Officer before entering into that transaction.

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The pre-clearance requirement is satisfied by completing the appropriate pre-clearance form. The Intention to Execute Access Person Personal Trades form is to be used in most cases, with the exception of investments in Limited Offerings or IPOs, which requires completion of the Intention to participate in a Limited Investment Opportunity form (the "Limited Investment Opportunity Form"). A copy of each form is attached as Exhibit
A. SGA will treat the pre-clearance process as Confidential Information and will not disclose this information except as required by law or for appropriate business purposes, and Access Persons must do the same with respect to approvals or denials of any request for pre-clearance.

As part of the pre-clearance process, each Access Person wishing to buy or sell a security for a Personal Account must first confirm that he or she is not in receipt of any material, nonpublic information (i.e., "inside information") that would affect the price of that security. Pre-clearance is not automatically granted for every trade. Trades for Personal Accounts generally must be consistent with recommendations and actions that SGA has taken on behalf of its clients. Therefore, without the prior approval of the Chief Compliance Officer, an Access Person may not take a position in a security contrary to the position taken by SGA for its clients.

Approval of a trade in a Personal Account means that, to the best of the Chief Compliance Officer's knowledge:

o The security is not then being considered for purchase or sale by SGA for any client. A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated to the trading desk.

o The security is not in the process of being purchased or sold for a client of SGA, unless (1) such purchases or sales have been substantially completed, or (2) the transaction in the Personal Account that is managed by SGA, will be blocked with the client trades, in accordance with SGA's Trade Allocation Procedures.

o The security was not purchased by any client of SGA within 7 calendar days prior to the purchase by the Access Person.

If within the 7 calendar day period following a personal trade, a decision is made to purchase or sell the same security for a client of SGA, the trade should be done for the client and an explanation of the circumstances must be reviewed by the Chief Compliance Officer.

3. EXECUTION OF TRADES

The pre-clearance form must be completed on the day the Access Person intends to initiate a transaction and the trade must be executed on that day. If for some reason an Access Person cannot initiate trade instructions on that date, or the trade cannot be executed on that date, a new form must be completed and the appropriate authorization must be obtained again.

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4. LIMITED INVESTMENT OPPORTUNITIES

When an Access Person intends to effect a transaction that is an investment in a Limited Offering (e. g. , a private placement, limited partnership (including hedge funds)), an IPO or any thinly traded public security (each, a "Limited Investment Opportunity"), the Access Person must first consider whether or not the planned investment is one that is appropriate for any clients of SGA. Generally, SGA's strategies would not include Limited Investment Opportunities. However, if a client's account restrictions do not prohibit the acquisition of the security, the Limited Investment Opportunity may be an appropriate investment for the client. Therefore, the Access Person must complete the Limited Investment Opportunity Form (attached as Exhibit A) and, through the Form, bring the Limited Investment Opportunity to the attention of the Chief Compliance Officer, to allow him or her to determine if the Limited Investment Opportunity should be offered to the clients of SGA. Access Persons should be aware that completion of the Limited Investment Opportunity Form serves as confirmation that the Access Person has considered the interests of the clients of SGA.

An Access Person must complete a Limited Investment Opportunity Form for all transactions in which an Access Person may acquire beneficial ownership in the security being offered by the Limited Investment Opportunity, regardless of whether or not such security will be held in the Access Person's Personal Account.

The date on which the Limited Investment Opportunity Form is completed will generally be considered to be the trade date. However, in many cases, the trade date may not have been established by the issuer or seller of the Limited Offering or IPO at the time the trade is initiated. The Access Person should then indicate that the trade date will be the date on which the seller or issuer finalizes the trade. As long as the Limited Investment Opportunity Form is completed within 15 days prior to the closing date of the transaction, the Access Person will be considered to be in compliance with this Code. This is also the case if an Access Person is the seller of a security originally purchased by such Access Person in a Limited Investment Opportunity such as a Limited Offering.

5. EXCEPTIONS TO THE PRE-CLEARANCE REQUIREMENTS

The following types of investments are not required to be pre-cleared. However, none of the transactions listed below are exempt from the periodic reporting requirements discussed below.

o BLOCKED TRADES. If a proposed trade in a security for a Personal Account that is managed by SGA is blocked with client trades in that security in compliance with SGA's Trade Allocation Procedures, the t rade may be executed without obtaining pre-approval on the standard form and without determining that the proposed trade complies with the requirements above. However, such transactions must be reported on the Access Person's Quarterly Transaction Report, and any holdings acquired in this manner must also be reported on the Annual Holdings Report.

o NON-VOLITIONAL TRANSACTIONS. The pre-clearance requirements do not apply to transactions as to which an Access Person does not exercise investment discretion at the time of the transaction. For example, if a security owned by an Access Person is called by the issuer of that security, the transaction does not

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have to be pre-cleared and the security may be delivered without pre-clearance. Similarly, if an option written by an Access Person is exercised, then the stock may be delivered pursuant to that option without pre-clearing the transaction. However, if it is necessary to purchase securities in order to deliver them, the purchase of the securities must be pre-cleared. If the rules of an exchange provide for automatic exercise or liquidation of an in-the-money derivative instrument upon expiration, the exercise or liquidation of that position by the exchange does not require pre-clearance. All non-volitional transactions are required to be reported on the Access Person's Quarterly Transaction Report and, if necessary, the Annual Holdings Report.

o AUTOMATED INVESTMENT PLANS. Purchases that are part of an established periodic Automated Investment Plan do not have to be pre-cleared, but participation in the plan should be pre-cleared prior to the first purchase. If an Access Person's spouse participates in such a plan at his or her place of employment, the Access Person must pre-clear participation in the plan upon commencement of employment, or upon the spouse's commencement of participation in the plan. Investments made through an automated investment plan must be reported on an Access Person's Quarterly Transaction Report and on his or her Annual Holdings Report.

o TENDER OFFERS. Tendering shares pursuant to a public tender offer is subject to special rules. If the tender offer is for 100% of the outstanding shares of a particular class, pre-clearance is not required with respect to securities of that class. If the tender offer is for less than 100% of the outstanding shares of a particular class, pre-clearance is required. (SGA may be participating in the transaction on behalf of client accounts and an Access Person's participation could reduce the number of shares able to be tendered on behalf of a client. ) In either case, tender offers must be reported on an Access Person's Quarterly Transaction Report and, if necessary, the Annual Holdings Report.

E. REPORTS OF PERSONAL TRANSACTIONS (FOR ALL REPORTABLE SECURITIES)

1. SUBMISSION OF REPORTS. In order for SGA to monitor compliance with this Code, each Access Person shall submit, or shall cause to be submitted, to the Chief Compliance Officer the following reports:

a. INITIAL HOLDINGS REPORT. Each Access Person shall submit to the Chief Compliance Officer a complete and accurate Initial Holdings Report in the form attached hereto as Exhibit B within 10 days of becoming an Access Person, with information current as of a date no more than 45 days prior to the date of his or her employment. The Initial Holdings Report includes all Reportable Securities the Access Person had any direct or indirect beneficial ownership of upon commencement of employment by SGA, regardless of whether or not the Reportable Securities are held in the Access Person's Personal Account . The Initial Holdings Report must contain, at a minimum, the following information:

o The name of each Reportable Security and type of security.

o As applicable, the ticker symbol or CUSIP number.

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o As applicable, the number of shares or principal amount of each Reportable Security.

o The name of any broker, dealer, or bank with which the Access Person maintains an account in which any Reportable Securities.

o The Access Person's signature and the date the Initial Holdings Report is being submitted.

b. DUPLICATE CONFIRMATIONS AND ACCOUNT STATEMENTS. Each Access Person shall authorize the brokerage firm or other firm where such Access Person's Personal Accounts are maintained to send to the Chief Compliance Officer duplicate confirmations of all transactions in Reportable Securities effected for such Access Person's Personal Accounts. A form letter to be used for this purpose is attached hereto as Exhibit C.

In addition, each Access Person shall cause all of his or her brokers or other custodians to submit at least quarterly account statements for each of his or her Personal Accounts to SGA. The account statements shall be sent directly by the broker or other custodian to the Chief Compliance Officer regardless of whether any trading activity took place in the Personal Account during the quarter.

c. QUARTERLY TRANSACTION REPORTS. Each Access Person must submit Quarterly Transactions Reports in the form attached as Exhibit D within 30 days of the each calendar quarter end for all transactions during the quarter in Reportable Securities. The Quarterly Transaction Reports must contain, at a minimum, the following information:

o The trade date of the transaction and the name of each Reportable Security.

o As applicable, the ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security.

o The nature of the transaction (i. e. , purchase, sale or other type of acquisition or disposition).

o The price of the Reportable Security at which the transaction was effected.

o The name of the broker, dealer, bank or transfer agent with or through which the transaction was effected.

o Each transaction report must also contain the following information with respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person: The name of the broker, dealer, or bank with which the Access Person established the account and the date the account was established.

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o The signature of the Access Person and the date the report is being submitted.

d. ANNUAL HOLDINGS REPORT. Each Access Person shall submit a complete and accurate Annual Holdings Report in the form attached hereto as Exhibit E. The Annual Holdings Report is due within a reasonable period of time after the fiscal year end and the information in the Annual Holdings Report must be current as of a date no more than 45 days prior to the date the Annual Holdings Report is submitted. If there are not any changes to outside brokerage accounts, at a minimum, the Annual Holdings Report must contain the same information as required in the Initial Holdings Report.

2. REVIEW AND RETENTION OF REPORTS

The Chief Compliance Officer or other designee shall review each duplicate confirmation, transaction report and holdings report, and compare the transactions reported against the Pre-approval Forms that were prepared during the month or the quarter, as the case may be, to determine whether any violations of SGA's policies or of the applicable securities laws took place. If there are any discrepancies between trade confirmations and Pre-approval Forms, the Chief Compliance Officer or other designee shall contact such Access Person to resolve the discrepancy. Upon discovering a violation of these procedures, SGA may impose such sanctions as it deems appropriate, including a letter of censure or suspension, a fine or termination of the employment of the violator. Where a violation of procedures affects a client account, SGA may require the trade to be unwound and any profits disgorged to the client account.

VII. OTHER BUSINESS CONDUCT

A. DIRECTORSHIPS REQUIRE APPROVAL

Supervised Persons should discuss with the Chief Compliance Officer any invitations to serve on the board of directors for any private or public operating company (non-profits, excepted). Care in this area is necessary because of the potential conflict of interest involved and the potential impediment created for accounts managed by SGA in situations where Supervised Persons serving on boards obtain material nonpublic information in connection with their directorship, thereby effectively precluding the investment freedom that otherwise would be available to clients of SGA. Each Supervised Person should advise the Chief Compliance Officer annually of any operating company directorship held by that Supervised Person.

B. NO SPECIAL FAVORS

No Supervised Person may purchase or sell securities pursuant to any reciprocal arrangement arising from the allocation of brokerage or any other business dealings with a third party. Accepting information on or access to personal investments as an inducement to doing business with a specific broker on behalf of clients of SGA -- regardless of the form the favor takes -- is strictly prohibited. Personal transactions which create the appearance of special favoritism should be avoided.

C. RESTRICTIONS ON GIFTS

1. POLICY STATEMENT. A conflict of interest occurs when the personal interests of Supervised

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Persons interfere or could potentially interfere with their responsibilities to SGA and its clients. The overriding principle is that Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.

2. GIFTS AND ENTERTAINMENT.

From time to time SGA and/or Supervised Persons may receive gifts or entertainment from third parties. Any gift, including favors, food or entertainment, received that has a value in excess of $75 should not be accepted unless approved by the Chief Compliance Officer. The firm may give approval on occasion with the stipulation that reimbursement to the provider may be required. Any gift or entertainment received, valued in excess of $10, should be disclosed to the Supervised Person's supervisor and the CCO and effectively belongs to the firm.

From time to time, SGA and/or Supervised Persons may give or offer gifts, or entertainment, to existing clients, prospective clients, or any entity that does business with or on behalf of SGA. If the gift or entertainment has a value in excess of $10, such gift or entertainment must be approved by the Chief Compliance Officer. When a business entertainment event, such as dinner or a sporting event, is approved as a gift or as a "reimbursement item," the Supervised Person will report the person or entity providing the entertainment, and verify the business purpose and who was present.

The Chief Compliance Officer is responsible for logging gifts or entertainment in excess of $10. If an Supervised Person is unsure of the value of a gift, they should consider it reportable.

D. POLITICAL CONTRIBUTIONS

1. Covered Associates are prohibited from making any direct or indirect (e.g. through another person, firm, family member, or political action committee) political contribution, either personally or on behalf of SGA, to any political party, elected official or candidate with the intention of obtaining or maintaining any business for SGA. ANY political contribution made by a Covered Associate to an elected official or candidate, state or local political party, or political action committee must be PRE-APPROVED by the CCO. See the POLITICAL CONTRIBUTIONS policy in SGA's compliance policies and procedures for complete policies and procedures with respect to political contributions. Among other things, those procedures require a two-year "look-back" for political contributions made by Supervised Persons from the time they become Covered Associates.

VIII. Reports to Mutual Funds

Per Rule 17j-1 under the Investment Company Act, investment advisers to mutual funds must annually provide to the mutual fund's board of directors a written report that:

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1. Describes any issues arising under the code of ethics or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

2. Certifies that the investment adviser has adopted procedures reasonably necessary to prevent Fund Access Persons from violating the code.

IX. MISCELLANEOUS

A. IMPORTANCE OF ADHERENCE TO PROCEDURES

It is very important that all Supervised Persons adhere strictly to this Code. Any violations may result in serious sanctions, including dismissal from SGA.

B. ANNUAL CIRCULATION/ACKNOWLEDGMENT OF RECEIPT OF CODE AND AMENDMENTS

This Code shall be circulated at least annually to all Supervised Persons, and at least annually each Supervised Person shall be asked to certify in writing pursuant to the form attached hereto as Exhibit F that he or she has received and followed this Code. Each Supervised Person will also be asked to certify to the receipt of any amendments to the Code circulated during the year.

C. REPORTING OF VIOLATION OF THE CODE

All Supervised Persons should report promptly to the Chief Compliance Officer any violation of this Code. All such reports will be treated confidentially to the extent permitted by law and SGA shall not retaliate against any individual who reports a violation of this Code.

D. RETENTION OF RECORDS

SGA shall retain all documents produced by the Chief Compliance Officer as required by this Code and all documents required to be submitted by Supervised Persons under this Code, including all duplicate confirmations and any documents referred to or incorporated therein, as part of the books and records required by the Advisers Act and the rules thereunder.

E. QUESTIONS

Any questions regarding this Code should be referred to the Chief Compliance Officer.

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