Advisors' Inner Circle Fund III (Form: 485BPOS, Received: 12/28/2016 14:13:04)

AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 2016

File No. 333-192858
File No. 811-22920

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 83 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 87 /X/

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

One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Address of Principal Executive Offices, Zip Code)

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

Michael Beattie
c/o SEI Investments
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

Copies to:

Sean Graber, Esquire                               Dianne M. Descoteaux, Esquire
Morgan, Lewis & Bockius LLP                        c/o SEI Investments
1701 Market Street                                 One Freedom Valley Drive
Philadelphia, Pennsylvania 19103                   Oaks, Pennsylvania 19456

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

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

THE ADVISORS' INNER CIRCLE FUND III

PROSPECTUS

DECEMBER 28, 2016

GQG PARTNERS EMERGING
MARKETS EQUITY FUND

INVESTOR SHARES: GQGPX
INSTITUTIONAL SHARES: GQGIX
R6 SHARES: GQGRX

INVESTMENT ADVISER:

GQG PARTNERS LLC

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

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

                             ABOUT THIS PROSPECTUS

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

                                                                          PAGE
GQG PARTNERS EMERGING MARKETS EQUITY FUND ..............................    1
      INVESTMENT OBJECTIVE .............................................    1
      FUND FEES AND EXPENSES ...........................................    1
      PRINCIPAL INVESTMENT STRATEGIES ..................................    2
      PRINCIPAL RISKS ..................................................    3
      PERFORMANCE INFORMATION ..........................................    5
      INVESTMENT ADVISER ...............................................    5
      PORTFOLIO MANAGER ................................................    5
      PURCHASE AND SALE OF FUND SHARES .................................    5
      TAX INFORMATION ..................................................    6
      PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL
          INTERMEDIARIES ...............................................    6
MORE INFORMATION ABOUT THE FUND'S INVESTMENT OBJECTIVE AND
          STRATEGIES ...................................................    7
MORE INFORMATION ABOUT RISK ............................................    7
INFORMATION ABOUT PORTFOLIO HOLDINGS ...................................    10
INVESTMENT ADVISER .....................................................    10
PORTFOLIO MANAGER ......................................................    11
RELATED PERFORMANCE DATA OF THE ADVISER ................................    11
PURCHASING AND SELLING FUND SHARES .....................................    13
PAYMENTS TO FINANCIAL INTERMEDIARIES ...................................    20
OTHER POLICIES .........................................................    21
DIVIDENDS AND DISTRIBUTIONS ............................................    23
TAXES ..................................................................    23
FINANCIAL HIGHLIGHTS ...................................................    26
HOW TO OBTAIN MORE INFORMATION ABOUT THE FUND ....................  Back Cover

GQG PARTNERS EMERGING MARKETS EQUITY FUND

INVESTMENT OBJECTIVE

The GQG Partners Emerging Markets Equity Fund (the "Fund") seeks long-term capital appreciation.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold Investor Shares, Institutional Shares and R6 Shares of the Fund.

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

-------------------------------------------------------------------------------------------------------------------
                                             Investor Shares         Institutional Shares          R6 Shares
-------------------------------------------------------------------------------------------------------------------
Management Fees                                          0.95%                     0.95%                 0.95%
-------------------------------------------------------------------------------------------------------------------
Other Expenses                                           0.55%                     0.30%                 0.30%
                                                         -----                     -----                 -----
-------------------------------------------------------------------------------------------------------------------
     Shareholder Servicing Fee              0.25%                      None                      None
-------------------------------------------------------------------------------------------------------------------
     Other Operating Expenses(1)            0.30%                      0.30%                     0.30%
-------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                     1.50%                     1.25%                 1.25%
-------------------------------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                      (0.17)%                   (0.17)%               (0.17)%
Reimbursements(2)                                       -------                   -------               -------
-------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                     1.33%                     1.08%                 1.08%
After Fee Reductions and/or Expense
Reimbursements
-------------------------------------------------------------------------------------------------------------------

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

(2) GQG Partners LLC (the "Adviser") has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, Shareholder Servicing Fees, acquired fund fees and expenses and non-routine expenses (collectively, "excluded expenses")) from exceeding 1.08% of the average daily net assets of each of the Fund's share classes until November 30, 2018 (the "contractual expense limit"). In addition, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three year period preceding the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. This agreement may be terminated: (i) by the Board of Trustees (the "Board") of The Advisors' Inner Circle Fund III (the "Trust"), for any reason at any time; or (ii) by the Adviser, upon ninety
(90) days' prior written notice to the Trust, effective as of the close of business on November 30, 2018.

EXAMPLE

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

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

                                    1 YEAR          3 YEARS
Investor Shares                      $135             $457
Institutional Shares                 $110             $380
R6 Shares                            $110             $380

PORTFOLIO TURNOVER

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

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of emerging market companies. This investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders.

The equity securities in which the Fund invests are primarily publicly traded common stocks. For purposes of the Fund's 80% investment policy, however, equity securities also include depositary receipts (including American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs")), which are certificates typically issued by a bank or trust company that represent ownership interests in securities of non-U.S. companies, and participation notes ("P-Notes"), which are derivative instruments designed to replicate equity exposure in certain foreign markets where direct investment is either impossible or difficult due to local investment restrictions. The Fund may invest in initial public offerings ("IPOs") and securities of companies with any market capitalization.

The Fund considers a company to be an emerging market company if: (i) at least 50% of the company's assets are located in emerging market countries; (ii) at least 50% of the company's revenue is generated in emerging market countries;
(iii) the company is organized, conducts its principal operations, or maintains its principal place of business or principal manufacturing facilities in an emerging market country; (iv) the company's securities are traded principally in an emerging market country; or (v) the Adviser otherwise believes that the company's assets are exposed to the economic fortunes and risks of emerging market countries (because, for example, the Adviser believes that the company's growth is dependent on emerging market countries). The Fund considers classifications by the World Bank, the International Finance Corporation, the International Monetary Fund and the Fund's benchmark index provider in determining whether a country is an emerging market country. Emerging market countries generally include every country in the world except the U.S., Canada, Japan, Australia, New Zealand, and most of the countries in Western Europe. From time to time, the Fund may focus its investments in a particular country or geographic region.

In managing the Fund's investments, the Adviser pursues a "growth style" of investing through which it seeks to capture market upside while limiting downside risk through full market cycles by combining a rigorous screening process with fundamental analyses to seek to identify and invest in companies that the Adviser believes have favorable long-term economic prospects. Specifically, the Adviser seeks to buy companies that it believes are reasonably priced, and have strong fundamental business characteristics, sustainable earnings growth and the ability to outperform peers over a full market cycle and sustain the value of their securities in a market downturn, while the Adviser seeks to avoid investments in companies that it believes have low profit margins or unwarranted leverage, and companies that it believes are particularly cyclical, unpredictable or susceptible to rapid earnings declines. The Adviser may sell a company if the Adviser believes that the company's long-term competitive advantage or earnings growth prospects have deteriorated, or the Adviser has otherwise lost conviction in the company. The Adviser may also sell a company if the company has met its price target or is involved in a business combination, if the Adviser identifies a more attractive investment opportunity, or the Adviser wishes to reduce the Fund's exposure to the company or a particular country or geographic region.

The Fund is classified as "non-diversified," which means that it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund.

PRINCIPAL RISKS

As with all mutual funds, there is no guarantee that the Fund will achieve its investment objective. You could lose money by investing in the Fund. A FUND SHARE IS NOT A BANK DEPOSIT AND IT IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY GOVERNMENT AGENCY. The principal risk factors affecting shareholders' investments in the Fund are set forth below.

ACTIVE MANAGEMENT RISK -- The Fund is subject to the risk that the Adviser's judgments about the attractiveness, value, or potential appreciation of the Fund's investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform in comparison to other funds with similar objectives and investment strategies.

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

IPO RISK -- The market value of shares issued in an IPO may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about a company's business model, quality of management, earnings growth potential, and other criteria used to evaluate its investment prospects. Accordingly, investments in IPO shares involve greater risks than investments in shares of companies that have traded publicly on an exchange for extended periods of time. Investments in IPO shares may also involve high transaction costs, and are subject to market risk and liquidity risk, which are described below.

FOREIGN COMPANY RISK -- Investing in foreign companies, including direct investments and investments through depositary receipts, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar issuers located in the U.S. Securities of foreign companies may not be registered with the U.S. Securities and Exchange Commission (the "SEC") and foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers. While depositary receipts provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in depositary receipts continue to be subject to many of the risks associated with investing directly in foreign securities.

EMERGING MARKETS SECURITIES RISK -- The Fund's investments in emerging markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in foreign securities. Unlike more established markets, emerging markets may have governments that are less stable, markets that are less liquid and economies that are less developed. In addition, the securities markets of emerging market countries may consist of companies with smaller market capitalizations and

may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies.

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

GEOGRAPHIC FOCUS RISK - To the extent that it focuses its investments in a particular country or geographic region, the Fund may be more susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within that country or geographic region. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.

PARTICIPATION NOTES RISK -- The return on a P-Note is linked to the performance of the issuers of the underlying securities. The performance of P-Notes will not replicate exactly the performance of the issuers that they seek to replicate due to transaction costs and other expenses. P-Notes are subject to counterparty risk since the notes constitute general unsecured contractual obligations of the financial institutions issuing the notes, and the Fund is relying on the creditworthiness of such institutions and has no rights under the notes against the issuers of the underlying securities. In addition, P-Notes are subject to liquidity risk, which is described below.

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

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

MARKET RISK -- The market value of the securities in which the Fund invests may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions throughout the world due to increasingly interconnected global economies and financial markets.

NON-DIVERSIFICATION RISK -- The Fund is classified as "non-diversified," which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund. To the extent that the Fund invests its assets in a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers than a diversified fund.

LARGE PURCHASE AND REDEMPTION RISK -- Large purchases or redemptions of the Fund's shares may force the Fund to purchase or sell securities at times when it would not otherwise do so, and may cause the Fund's portfolio turnover rate and transaction costs to rise, which may negatively affect the Fund's performance and have adverse tax consequences for Fund shareholders.

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

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

PERFORMANCE INFORMATION

The Fund is new, and therefore has no performance history. Once the Fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the Fund by showing the variability of the Fund's returns and comparing the Fund's performance to a broad measure of market performance. Of course, the Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.

Current performance information is available on the Fund's website at www.gqgpartners.com or by calling toll-free to 866-362-8333.

INVESTMENT ADVISER

GQG Partners LLC

PORTFOLIO MANAGER

Rajiv Jain, Chairman and Chief Investment Officer, has managed the Fund since its inception in 2016.

PURCHASE AND SALE OF FUND SHARES

You may generally purchase or redeem shares on any day that the New York Stock Exchange ("NYSE") is open for business.

The minimum investment amount for Investor Shares of the Fund is generally $2,500 for initial investments and $100 for subsequent investments. The minimum initial and subsequent investment amounts for individual retirement accounts ("IRAs") are generally $100.

To purchase Institutional Shares of the Fund for the first time, you must invest at least $500,000. There is no minimum subsequent investment amount for Institutional Shares.

There is no minimum initial or subsequent investment amount for R6 Shares of the Fund.

The Fund may accept investments of smaller amounts in its sole discretion.

If you own your shares directly, you may redeem your shares by contacting the Fund directly by mail at: GQG Partners Emerging Markets Equity Fund, P.O. Box 219009, Kansas City, MO 64121-9009 (Express Mail Address: GQG Partners Emerging Markets Equity Fund, c/o DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105) or telephone at 866-362-8333.

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

TAX INFORMATION

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

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

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

MORE INFORMATION ABOUT THE FUND'S INVESTMENT OBJECTIVE AND STRATEGIES

The investment objective of the Fund is to seek long-term capital appreciation. The investment objective of the Fund is not a fundamental policy and may be changed by the Board without shareholder approval.

The investments and strategies described in this prospectus are those that the Fund uses under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, the Fund may, but is not obligated to, invest up to 100% of its assets in money market instruments and other cash equivalents that would not ordinarily be consistent with its investment objective. If the Fund invests in this manner, it may cause the Fund to forgo greater investment returns for the safety of principal and the Fund may therefore not achieve its investment objective. The Fund will only do so if the Adviser believes that the risk of loss outweighs the opportunity to pursue the Fund's investment objective.

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

MORE INFORMATION ABOUT RISK

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

The value of your investment in the Fund is based on the value of the securities the Fund holds. These prices change daily due to economic and other events that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities the Fund owns and the markets in which they trade. The effect on the Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings. The Fund is non-diversified, meaning that it may invest a large percentage of its assets in a single issuer or a relatively small number of issuers.

EQUITY RISK -- Equity securities include common stocks, depositary receipts, and P-Notes. Common stock represents an equity or ownership interest in an issuer. Depositary receipts and P-Notes are described below. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a mutual fund invests will cause the fund's net asset value ("NAV") to fluctuate. An investment in a portfolio of equity securities may be more suitable for long-term investors who can bear the risk of these share price fluctuations.

IPO RISK -- The Fund may invest in IPOs. An IPO is a company's first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about a company's business model, quality of management, earnings growth potential and other criteria used to evaluate its investment prospects. Accordingly, investments in IPO shares involve greater risks than investments in shares of companies that have traded publicly on an exchange for extended periods of time. Investments in IPO shares may also involve high transaction costs, and are subject to market risk and liquidity risk, which are described below.

When the Fund's asset base is small, a significant portion of the Fund's performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund's assets grow, the effect of the Fund's investments in IPOs on the Fund's performance probably will decline, which could reduce the Fund's performance. Because of the price volatility of IPO shares, the Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund's portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that the Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.

FOREIGN SECURITIES/EMERGING MARKETS RISK -- Investments in securities of foreign companies (including direct investments as well as investments through depositary receipts) can be more volatile than investments in U.S. companies. Diplomatic, political, or economic developments, including nationalization or appropriation, could affect investments in foreign companies. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets. In addition, the value of securities denominated in foreign currencies, and of dividends from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. Financial statements of foreign issuers are governed by different accounting, auditing, and financial reporting standards than the financial statements of U.S. issuers and may be less transparent and uniform than in the United States. Thus, there may be less information publicly available about foreign issuers than about most U.S. issuers. Transaction costs are generally higher than those in the United States and expenses for custodial arrangements of foreign securities may be somewhat greater than typical expenses for custodial arrangements of similar U.S. securities. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes are recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolio. These risks may be heightened with respect to emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries.

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

PARTICIPATION NOTES RISK -- P-Notes are derivatives that are generally traded over-the-counter and constitute general unsecured contractual obligations of the banks and broker-dealers that issue them. Generally, these banks and broker-dealers buy securities listed on certain foreign exchanges and then issue P-Notes which are designed to replicate the performance of certain issuers and markets. The performance results of P-Notes will not correlate exactly to the performance of the issuers or markets that they seek to replicate due to transaction costs and other expenses. The holder of a P-Note typically does not receive voting or other rights as it would if it directly owned the underlying security, but is subject to the same risks of investing directly in the underlying security.

MARKET RISK -- The value of the securities in which the Fund invests may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions throughout the world. Price changes may be temporary or last for extended periods. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. In addition, governmental and quasi-governmental organizations have taken a number of unprecedented actions designed to support the markets. Such conditions, events and actions may result in greater market risk.

LARGE PURCHASE AND REDEMPTION RISK -- Large purchases or redemptions of the Fund's shares may affect the Fund, since the Fund may be required to sell portfolio securities if it experiences redemptions, and the Fund will need to invest additional cash that it receives. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on portfolio management to the extent that the Fund may be required to sell securities or invest cash at times when it would not otherwise do so. These transactions could also have tax consequences if sales of securities result in gains, and could also increase transaction costs or portfolio turnover. In addition, a large redemption could result in the Fund's expenses being allocated over a smaller asset base, leading to an increase in the Fund's expense ratio.

growth investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use differing investing styles.

INFORMATION ABOUT PORTFOLIO HOLDINGS

A description of the Fund's policies and procedures with respect to the circumstances under which the Fund discloses its portfolio holdings is available in the SAI.

INVESTMENT ADVISER

GQG Partners LLC, a Delaware limited liability company founded in 2016, is an SEC registered investment adviser that serves as the investment adviser to the Fund. The Adviser's principal place of business is located at 350 East Las Olas Boulevard, Suite 1100, Fort Lauderdale, Florida 33301. As of September 30, 2016, the Adviser had approximately $106.8 million in assets under management.

The Adviser makes investment decisions for the Fund and continuously reviews, supervises and administers the Fund's investment program. The Board supervises the Adviser and establishes policies that the Adviser must follow in its management activities.

For its services to the Fund, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.95% of the average daily net assets of the Fund.

The Adviser has contractually agreed to reduce its fees and/or reimburse expenses to the extent necessary to keep total annual Fund operating expenses (excluding interest, taxes, brokerage commissions, shareholder servicing fees, acquired fund fees and expenses and non-routine expenses (collectively, "excluded expenses")) from exceeding 1.08% of the average daily net assets of each of the Fund's share classes until November 30, 2018 (the "contractual expense limit"). This agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety (90) days' prior written notice to the Trust, effective as of the close of business on November 30, 2018. In addition, the Adviser may receive from the Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three year period preceding the recoupment if at any point total annual Fund operating expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment.

A discussion regarding the basis for the Board's approval of the Fund's investment advisory agreement will be available in the Fund's first Semi-Annual Report to Shareholders dated January 31, 2017, which will cover the period from the Fund's inception to January 31, 2017.

PORTFOLIO MANAGER

Rajiv Jain, Chairman and Chief Investment Officer of the Adviser, serves as the sole Portfolio Manager of the Fund. Prior to joining the Adviser in 2016, Mr. Jain served as a Co-Chief Executive Officer, Chief

Investment Officer and Head of Equities at Vontobel Asset Management ("Vontobel"). He joined Vontobel in 1994 as an equity analyst and associate manager of its international equity portfolios. Mr. Jain earned an MBA in Finance and International Business from the University of Miami in 1993. He also has a Master's degree from the University of Ajmer and an undergraduate degree in Accounting.

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

RELATED PERFORMANCE DATA OF THE ADVISER

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

Rajiv Jain is primarily responsible for the day-to-day management of the Fund and the Composite. For periods prior to June 1, 2016, the Composite includes the performance of accounts managed by Mr. Jain while employed by a firm unaffiliated with the Adviser (the "Prior Adviser Comparable Accounts"). Mr. Jain exercised final decision-making authority over all material aspects concerning the investment objective, policies, strategies, and security selection decisions of the Prior Adviser Comparable Accounts, and exercises the same level of authority and discretion in managing the Fund and the Composite. While at the prior firm, Mr. Jain also managed other accounts with investment objectives, policies and strategies substantially similar to those of the Fund and the Composite. Performance results for these other accounts have not been provided due to lack of supporting records. However, the performance of these other accounts is not materially different than the performance of the Composite.

The manner in which the performance was calculated for the Composite differs from that of registered mutual funds such as the Fund. If the performance was calculated in accordance with SEC standardized performance methodology, the performance results may have been different. The Adviser has calculated the Composite performance consistent with Global Investment Performance Standards (GIPS(R)) policies for composite construction.

The Composite returns presented were calculated on a total return basis and include all dividends and interest, accrued income, and realized and unrealized gains and losses. Investment transactions are accounted for on a trade date basis. The Composite returns reflect the deduction of investment management fees, as well as the deduction of any brokerage commissions, execution costs, withholding taxes, sales loads and account fees paid by the Accounts included in the Composite, without taking into account federal or state income taxes. All fees and expenses, except custodial fees, if any, were included in the calculations. The Composite returns are calculated using the highest applicable investment management fee, which is higher than the investment management fee charged to certain Accounts in the Composite. Accounts are included in the Composite from the first full month of management and removed after the last full month of management. The Composite performance information is calculated in and expressed in United States dollars.

Because of variation in fee levels, the Composite returns may not be reflective of performance in any one particular Account. Therefore, the performance information shown below is not necessarily representative of the performance information that typically would be shown for a registered mutual fund.

The Accounts that are included in the Composite are not subject to the same fees and expenses to which the Fund is subject and certain Accounts are not subject to the diversification requirements, specific tax restrictions, and investment limitations imposed by the federal securities and tax laws. Consequently, the performance results for the Composite could have been adversely affected if the Accounts in the Composite were all subject to the same fees and expenses or federal securities and tax laws as the Fund.

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

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

PERFORMANCE INFORMATION FOR THE ADVISER'S SUBSTANTIALLY SIMILAR STRATEGY

COMPOSITE

------------------------------------------------------------------------------------------------
CALENDAR YEAR TOTAL PRE-TAX RETURNS
------------------------------------------------------------------------------------------------
                  TOTAL               MSCI                              TOTAL ASSETS AT
              PRE-TAX RETURN    EMERGING MARKETS       NUMBER OF         END OF PERIOD
YEAR          (NET OF FEES)      (NET) INDEX(1)        PORTFOLIOS         ($ MILLIONS)
------------------------------------------------------------------------------------------------
2015             -8.55%            -14.92%                 2                $9,736
------------------------------------------------------------------------------------------------
2014              5.54%             -2.19%                 2                $8,565
------------------------------------------------------------------------------------------------
2013             -6.32%             -2.60%                 1                $7,711
------------------------------------------------------------------------------------------------
2012             19.88%             18.22%                 1                $6,745
------------------------------------------------------------------------------------------------
2011             -2.92%            -18.42%                 1                $2,612
------------------------------------------------------------------------------------------------
2010             28.15%             18.88%                 1                $1,057
------------------------------------------------------------------------------------------------
2009             48.52%             78.51%                 1                  $278
-----------------------------------------------------------------------------------------------
2008            -45.90%            -53.33%                 1                   $75
------------------------------------------------------------------------------------------------
2007             37.39%             39.39%                 1                  $213
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
AVERAGE  ANNUAL  TOTAL  PRE-TAX  RETURNS  (AS  OF  12/31/2015)
------------------------------------------------------------------------------------------------
                             COMPOSITE RETURNS              MSCI EMERGING MARKETS
   TIME PERIOD                 (NET OF FEES)                    (NET) INDEX(1)
------------------------------------------------------------------------------------------------
     1 Year                       -8.55%                             -14.92%
------------------------------------------------------------------------------------------------
     3 Years                      -3.30%                              -6.76%
------------------------------------------------------------------------------------------------
     5 Years                       1.02%                              -4.81%
------------------------------------------------------------------------------------------------
Since Inception(2)                 4.52%                               0.85%
------------------------------------------------------------------------------------------------

(1) The MSCI Emerging Markets Index captures large and mid cap representation across 23 emerging markets countries. The index returns are net of withholding taxes.

(2) Inception date of the Composite is June 1, 2006, the beginning of the first full month in which Mr. Jain managed the first Account included in the Composite.

PURCHASING AND SELLING FUND SHARES

This section tells you how to purchase and sell (sometimes called "redeem") Investor Shares, Institutional Shares and R6 Shares of the Fund.

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

HOW TO CHOOSE A SHARE CLASS

The Fund offers three classes of shares to investors, Investor Shares, Institutional Shares and R6 Shares. Each share class has its own shareholder eligibility criteria, investment minimums, cost structure and other features. The following summarizes the primary features of Investor Shares, Institutional Shares and R6 Shares. Contact your financial intermediary or the Fund for more information about the Fund's share classes and how to choose between them.

--------------------------------------------------------------------------------------------------------------
CLASS NAME           ELIGIBLE INVESTORS                  INVESTMENT MINIMUMS             FEES
--------------------------------------------------------------------------------------------------------------
Investor Shares      Primarily individual investors      Initial - $2,500 ($100 for      0.25%
                                                         IRAs)                           Shareholder
                                                                                         Servicing Fee
                                                         Subsequent -- $100
--------------------------------------------------------------------------------------------------------------
Institutional        Primarily institutional             Initial - $500,000              No Shareholder
Shares               investors                                                           Servicing Fee
                                                         Subsequent -- None
--------------------------------------------------------------------------------------------------------------
R6 Shares            Section 401(k), 403(b), 457,        Initial - None                  No Shareholder
                     profit-sharing, money                                               Servicing Fee
                     purchase pension, defined           Subsequent -- None
                     benefit pension,
                     non-qualified deferred
                     compensation plans or other
                     employee benefit plans that
                     are sponsored by one or more
                     employers or employee
                     organizations ("Employee
                     Benefit Plans"). Such an
                     Employee Benefit Plan must
                     purchase R6 Shares through a
                     plan level or omnibus
                     account.
--------------------------------------------------------------------------------------------------------------

Investor Shares, Institutional Shares and R6 Shares are offered to investors who purchase shares directly from the Fund or through certain financial intermediaries such as financial planners, investment advisors, broker-dealers or other financial institutions. An investor may be eligible to purchase more than one share class. However, if you purchase shares through a financial intermediary, you may only purchase that class of shares which your financial intermediary sells or services. Your financial intermediary can tell you which class of shares is available through the intermediary.

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

HOW TO PURCHASE FUND SHARES

To purchase shares directly from the Fund through its transfer agent, complete and send in the application. If you need an application or have questions, please call 866-362-8333.

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

The Fund reserves the right to reject any specific purchase order for any reason. The Fund is not intended for short-term trading by shareholders in response to short-term market fluctuations. For more information about the Fund's policy on short-term trading, see "Excessive Trading Policies and Procedures."

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

BY MAIL

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

REGULAR MAIL ADDRESS

GQG Partners Emerging Markets Equity Fund P.O. Box 219009
Kansas City, MO 64121-9009

EXPRESS MAIL ADDRESS

GQG Partners Emerging Markets Equity Fund c/o DST Systems, Inc.
430 West 7th Street
Kansas City, MO 64105

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

BY WIRE

To open an account by wire, call 866-362-8333 for details. To add to an existing account by wire, wire your money using the wiring instructions set forth below (be sure to include the Fund name, the share class, and your account number).

WIRING INSTRUCTIONS

UMB Bank, N.A.
ABA # 101000695
GQG Partners Emerging Markets Equity Fund
DDA # 9872013085

Ref: Fund name/share class/account number/account name

PURCHASES IN-KIND

Subject to the approval of the Fund, an investor may purchase shares of the Fund with liquid securities and other assets that are eligible for purchase by the Fund (consistent with the Fund's investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the Fund's

valuation policies. These transactions will be effected only if the Adviser deems the security to be an appropriate investment for the Fund. Assets purchased by the Fund in such transactions will be valued in accordance with procedures adopted by the Fund. The Fund reserves the right to amend or terminate this practice at any time.

MINIMUM PURCHASES

To purchase Institutional Shares of the Fund for the first time, you must invest at least $500,000. There is no minimum subsequent investment amount for Institutional Shares.

There is no minimum initial or subsequent investment amount for R6 Shares of the Fund.

The Fund may accept investments of smaller amounts in its sole discretion.

FUND CODES

The Fund's reference information, which is listed below, will be helpful to you when you contact the Fund to purchase shares, check daily NAV, or obtain additional information.

FUND NAME                              SHARE CLASS             TICKER SYMBOL        CUSIP       FUND CODE
GQG Partners Emerging Markets        Investor Shares              GQGPX            00771X427       1330
Equity Fund                        Institutional Shares           GQGIX            00771X419       1331
                                        R6 Shares                 GQGRX            00771X393       1332

GENERAL INFORMATION

You may purchase shares on any day that the NYSE is open for business (a "Business Day"). Shares cannot be purchased by Federal Reserve wire on days that either the NYSE or the Federal Reserve is closed.

The Fund's price per share will be the NAV per share next determined after the Fund or an authorized institution (defined below) receives your purchase order in proper form. "Proper form" means that the Fund was provided with a complete and signed account application, including the investor's social security number or tax identification number, and other identification required by law or regulation, as well as sufficient purchase proceeds.

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

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

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

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

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

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

HOW THE FUND CALCULATES NAV

The NAV of the Fund's shares is determined by dividing the total value of the Fund's portfolio investments and other assets, less any liabilities, by the total number of shares outstanding.

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

With respect to non-U.S. securities held by the Fund, the Fund may take factors influencing specific markets or issuers into consideration in determining the fair value of a non-U.S. security. Foreign securities markets may be open on days when the U.S. markets are closed. In such cases, the value of any foreign securities owned by the Fund may be significantly affected on days when investors cannot buy or

sell shares. In addition, due to the difference in times between the close of the foreign markets and the time as of which the Fund prices its shares, the value the Fund assigns to securities may not be the same as the quoted or published prices of those securities on their primary markets or exchanges. In determining fair value prices, the Fund may consider the performance of securities on their primary exchanges, foreign currency appreciation/depreciation, securities market movements in the United States, or other relevant information related to the securities.

Other assets for which market quotations are not readily available will be valued at their fair value as determined in good faith by or under the direction of the Board.

HOW TO SELL YOUR FUND SHARES

If you own your shares directly, you may sell your shares on any Business Day by contacting the Fund directly by mail or telephone at 866-362-8333.

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

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

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

Accounts held by a corporation, trust, fiduciary or partnership, may require additional documentation along with a signature guaranteed letter of instruction. The Fund participates in the Paperless Legal Program (the "Program"), which eliminates the need for accompanying paper documentation on legal securities transfers. Requests received with a Medallion Signature Guarantee will be reviewed for the proper criteria to meet the guidelines of the Program and may not require additional documentation. Please contact Shareholder Services at 866-362-8333 for more information.

The sale price of each share will be the NAV next determined after the Fund (or an authorized institution) receives your request in proper form.

BY MAIL

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

o The Fund name;

o The share class;

o The account number;

o The dollar amount or number of shares you wish to redeem;

o The account name(s); and

o The address to which redemption (sale) proceeds should be sent.

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

REGULAR MAIL ADDRESS

GQG Partners Emerging Markets Equity Fund P.O. Box 219009
Kansas City, MO 64121-9009

EXPRESS MAIL ADDRESS

GQG Partners Emerging Markets Equity Fund c/o DST Systems, Inc.
430 West 7th Street
Kansas City, MO 64105

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

BY TELEPHONE

To redeem shares by telephone, you must first establish the telephone redemption privilege (and, if desired, the wire and/or ACH redemption privilege) by completing the appropriate sections of the account application. Call 866-362-8333 to redeem your shares. Based on your instructions, the Fund will mail your proceeds to you, or send them to your bank via wire or ACH.

RECEIVING YOUR MONEY

Normally, the Fund will send your sale proceeds within seven days after the Fund receives your request. Your proceeds can be wired to your bank account (may be subject to a $10 fee), sent to you by check or sent via ACH to your bank account if you have established banking instructions with the Fund. IF YOU ARE SELLING SHARES THAT WERE RECENTLY PURCHASED BY CHECK OR THROUGH ACH, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED OR THE ACH TRANSACTION HAS BEEN COMPLETED (WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE).

REDEMPTIONS IN-KIND

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

INVOLUNTARY REDEMPTIONS OF YOUR SHARES

If your account balance drops below $1,000 for Investor Shares ($500 for IRAs) or $100,000 for Institutional Shares, because of redemptions, you may be required to sell your shares. The Fund generally will provide you at least 30 days' written notice to give you time to add to your account and avoid the involuntary redemption of your shares. The Fund reserves the right to waive the minimum account value requirement in its sole discretion.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Fund may suspend your right to sell your shares or delay payment of redemption proceeds for more than seven days during times when the NYSE is closed, other than during customary weekends or holidays, or as otherwise permitted by the SEC. More information about this is in the SAI.

TELEPHONE TRANSACTIONS

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

PAYMENTS TO FINANCIAL INTERMEDIARIES

The Fund and/or the Adviser may compensate financial intermediaries for providing a variety of services to the Fund and/or its shareholders. Financial intermediaries include affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Fund, its service providers or their respective affiliates. This section briefly describes how financial intermediaries may be paid for providing these services. For more information please see "Payments to Financial Intermediaries" in the SAI.

In addition to these payments, your financial intermediary may charge you account fees, transaction fees for buying or redeeming shares of the Fund, or other fees for servicing your account. Your financial intermediary should provide a schedule of its fees and services to you upon request.

SHAREHOLDER SERVICING PLAN

The Fund has adopted a shareholder servicing plan that provides that the Fund may pay financial intermediaries for shareholder services in an annual amount not to exceed 0.25% based on the average daily net assets of the Fund's Investor Shares. The services for which financial intermediaries are

compensated may include record-keeping, transaction processing for shareholders' accounts and other shareholder services.

OTHER PAYMENTS BY THE ADVISER

From time to time, the Adviser and/or its affiliates, in their discretion, may make payments to certain affiliated or unaffiliated financial intermediaries to compensate them for the costs associated with distribution, marketing, administration and shareholder servicing support for the Fund. These payments are sometimes characterized as "revenue sharing" payments and are made out of the Adviser's and/or its affiliates' own legitimate profits or other resources, and may be in addition to any payments made to financial intermediaries by the Fund. A financial intermediary may provide these services with respect to Fund shares sold or held through programs such as retirement plans, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. In addition, financial intermediaries may receive payments for making shares of the Fund available to their customers or registered representatives, including providing the Fund with "shelf space," placing it on a preferred or recommended fund list, or promoting the Fund in certain sales programs that are sponsored by financial intermediaries. To the extent permitted by SEC and Financial Industry Regulatory Authority ("FINRA") rules and other applicable laws and regulations, the Adviser and/or its affiliates may pay or allow other promotional incentives or payments to financial intermediaries.

The level of payments made by the Adviser and/or its affiliates to individual financial intermediaries varies in any given year and may be negotiated on the basis of sales of Fund shares, the amount of Fund assets serviced by the financial intermediary or the quality of the financial intermediary's relationship with the Adviser and/or its affiliates. These payments may be more or less than the payments received by the financial intermediaries from other mutual funds and may influence a financial intermediary to favor the sales of certain funds or share classes over others. In certain instances, the payments could be significant and may cause a conflict of interest for your financial intermediary. Any such payments will not change the NAV or price of the Fund's shares.

Please contact your financial intermediary for information about any payments it may receive in connection with the sale of Fund shares or the provision of services to Fund shareholders, as well as information about any fees and/or commissions it charges.

OTHER POLICIES

EXCESSIVE TRADING POLICIES AND PROCEDURES

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

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

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

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

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

o Shareholders are restricted from making more than one "round trip," into or out of the Fund within any ninety day period. The Fund defines a "round trip" as a purchase into the Fund by a shareholder, followed by a subsequent redemption out of the Fund, of an amount the Adviser reasonably believes would be harmful or disruptive to the Fund.

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

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

Financial intermediaries (such as investment advisers and broker-dealers) often establish omnibus accounts in the Fund for their customers through which transactions are placed. The Fund has entered into "information sharing agreements" with these financial intermediaries, which permit the Fund to obtain, upon request, information about the trading activity of the intermediary's customers that invest in the Fund. If the Fund or its service providers identify omnibus account level trading patterns that have the potential to be detrimental to the Fund, the Fund or its service providers may, in their sole discretion, request from the financial intermediary information concerning the trading activity of its customers. Based upon a review of that information, if the Fund or its service providers determine that the trading activity of any customer may be detrimental to the Fund, they may, in their sole discretion, request the financial intermediary to restrict or limit further trading in the Fund by that customer. If the Fund is not satisfied that the intermediary has taken appropriate action, the Fund may terminate the intermediary's ability to transact in Fund shares. When information regarding transactions in the Fund's shares is requested by the Fund and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an "indirect intermediary"), any financial intermediary with whom the Fund has an information sharing agreement is obligated to obtain transaction information from

the indirect intermediary or, if directed by the Fund, to restrict or prohibit the indirect intermediary from purchasing shares of the Fund on behalf of other persons.

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

CUSTOMER IDENTIFICATION AND VERIFICATION

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

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

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

In certain instances, the Fund is required to collect documents to fulfill its legal obligation. Documents provided in connection with your application will be used solely to establish and verify your identity.

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

Subject to the Fund's right to reject purchases as described in this prospectus, upon receipt of your application in proper form (or upon receipt of all identifying information required on the application), your investment will be accepted and your order will be processed at the next-determined NAV per share.

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

ANTI-MONEY LAUNDERING PROGRAM

Customer identification and verification is part of the Fund's overall obligation to deter money laundering under federal law. The Fund has adopted an anti-money laundering compliance program designed to prevent the Fund from being used for money laundering or the financing of illegal activities. In this regard, the Fund reserves the right to: (i) refuse, cancel or rescind any purchase order; (ii) freeze any account and/or suspend account services; or
(iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your

account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.

UNCLAIMED PROPERTY

Each state has unclaimed property rules that generally provide for escheatment (or transfer) to the state of unclaimed property under various circumstances. Such circumstances include inactivity (e.g., no owner-initiated contact for a certain period), returned mail (e.g., when mail sent to a shareholder is returned by the post office, or "RPO," as undeliverable), or a combination of both inactivity and returned mail. Once it flags property as unclaimed, the Fund will attempt to contact the shareholder, but if that attempt is unsuccessful, the account may be considered abandoned and escheated to the state. More information on unclaimed property and how to maintain an active account is available through your state or by calling 866-362-8333.

DIVIDENDS AND DISTRIBUTIONS

The Fund distributes its net investment income, and makes distributions of its net realized capital gains, if any, at least annually. If you own Fund shares on the Fund's record date, you will be entitled to receive the distribution.

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

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME TAXES. Below is a summary of some important U.S. federal income tax issues that affect the Fund and its shareholders. This summary is based on current tax laws, which may change. This summary does not apply to shares held in an IRA or other tax-qualified plans, which are not subject to current tax. Transactions relating to shares held in such accounts may, however, be taxable at some time in the future.

The Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any. The dividends and distributions you receive may be subject to federal, state, and local taxation, depending upon your tax situation. Distributions you receive from the Fund may be taxable whether you receive them in cash or you reinvest them in additional shares of the Fund. Income distributions, including distributions of net short term capital gains but excluding distributions of qualified dividend income, are generally taxable at ordinary income tax rates. Distributions reported by the Fund as long term capital gains and as qualified dividend income are generally taxable at the rates applicable to long-term capital gains and currently set at a maximum tax rate for individuals of 20% (lower rates apply to individuals in lower tax brackets). Once a year the Fund (or its administrative agent) will send you a statement showing the types and total amount of distributions you received during the previous year.

You should note that if you purchase shares just before a distribution, the purchase price would reflect the amount of the upcoming distribution. In this case, you would be taxed on the entire amount of the

distribution received, even though, as an economic matter, the distribution simply constitutes a return of your investment. This is known as "buying a dividend" and should be avoided by taxable investors.

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

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

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

The Fund may be subject to foreign withholding taxes with respect to dividends or interest the Fund received from sources in foreign countries. Only if more than 50% of the total assets of the Fund consist of foreign securities, the Fund will be eligible to elect to treat some of those taxes as a distribution to shareholders, which would allow shareholders to offset some of their U.S. federal income tax. The Fund (or its administrative agent) will notify you if it makes such an election and provide you with the information necessary to reflect foreign taxes paid on your income tax return.

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

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

FINANCIAL HIGHLIGHTS

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

THE ADVISORS' INNER CIRCLE FUND III

GQG PARTNERS EMERGING MARKETS EQUITY FUND

INVESTMENT ADVISER

GQG Partners LLC
350 East Las Olas Blvd, Suite 1100
Fort Lauderdale, Florida 33301

DISTRIBUTOR

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

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

More information about the Fund is available, without charge, through the following:

STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI, dated December 28, 2016, as it may be amended from time to time, includes detailed information about the GQG Partners Emerging Markets Equity Fund and The Advisors' Inner Circle Fund
III. The SAI is on file with the U.S. Securities and Exchange Commission (the "SEC") and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.

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

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

BY TELEPHONE: 866-362-8333

BY MAIL:      GQG Partners Emerging Markets Equity Fund
              P.O. Box 219009
              Kansas City, MO 64121-9009

BY INTERNET:  www.gqgpartners.com

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

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

The Trust's Investment Company Act registration number is 811-22920.

GQG-PS-001-0100

STATEMENT OF ADDITIONAL INFORMATION

GQG PARTNERS EMERGING MARKETS EQUITY FUND

INVESTOR SHARES: GQGPX
INSTITUTIONAL SHARES: GQGIX
R6 SHARES: GQGRX

A SERIES OF
THE ADVISORS' INNER CIRCLE FUND III

DECEMBER 28, 2016

INVESTMENT ADVISER:
GQG PARTNERS LLC

This Statement of Additional Information ("SAI") is not a prospectus. This SAI is intended to provide additional information regarding the activities and operations of The Advisors' Inner Circle Fund III (the "Trust") and the GQG Partners Emerging Markets Equity Fund (the "Fund"). This SAI is incorporated by reference into and should be read in conjunction with the Fund's prospectus dated December 28, 2016, as it may be amended from time to time (the "Prospectus"). Capitalized terms not defined herein are defined in the Prospectus. Shareholders may obtain copies of the Prospectus or Fund's annual or semi-annual report, when available, free of charge by writing to the Fund at GQG Partners Emerging Markets Equity Fund, P.O. Box 219009, Kansas City, MO 64121-9009 (Express Mail Address: GQG Partners Emerging Markets Equity Fund, c/o DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105) or calling the Fund at 866-362-8333.

TABLE OF CONTENTS

THE TRUST ............................................................... S-1
DESCRIPTION OF PERMITTED INVESTMENTS .................................... S-2
INVESTMENT LIMITATIONS .................................................. S-35
THE ADVISER ............................................................. S-37
THE PORTFOLIO MANAGER ................................................... S-38
THE ADMINISTRATOR ....................................................... S-39
THE DISTRIBUTOR ......................................................... S-39
PAYMENTS TO FINANCIAL INTERMEDIARIES .................................... S-40
THE TRANSFER AGENT ...................................................... S-41
THE CUSTODIAN ........................................................... S-41
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ........................... S-41
LEGAL COUNSEL ........................................................... S-41
TRUSTEES AND OFFICERS OF THE TRUST ...................................... S-41
PURCHASING AND REDEEMING SHARES ......................................... S-49
DETERMINATION OF NET ASSET VALUE ........................................ S-50
TAXES ................................................................... S-52
FUND TRANSACTIONS ....................................................... S-60
PORTFOLIO HOLDINGS ...................................................... S-61
DESCRIPTION OF SHARES ................................................... S-63
LIMITATION OF TRUSTEES' LIABILITY ....................................... S-63
PROXY VOTING ............................................................ S-63
CODES OF ETHICS ......................................................... S-63
5% AND 25% SHAREHOLDERS ................................................. S-64
APPENDIX A -- DESCRIPTION OF RATINGS ....................................  A-1
APPENDIX B -- PROXY VOTING POLICIES AND PROCEDURES ......................  B-1


December 28, 2016                                              GQG-SX-001-0100

THE TRUST

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

DESCRIPTION OF MULTIPLE CLASSES OF SHARES. The Trust is authorized to offer shares of the Fund in Investor Shares, Institutional Shares and R6 Shares. The different classes provide for variations in shareholder servicing fees and minimum investment requirements. Minimum investment requirements and investor eligibility are described in the Prospectus. For more information on shareholder servicing expenses, see "Payments to Financial Intermediaries" in this SAI. The Trust reserves the right to create and issue additional classes of shares.

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

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

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

NON-DIVERSIFICATION. The Fund is non-diversified, as that term is defined under the Investment Company Act of 1940, as amended (the "1940 Act"), which means that it may invest a greater percentage of its total assets in the securities of fewer issuers than a "diversified" fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a "diversified" fund holding a greater number of investments. Accordingly, the value of the shares of the Fund may

S-1

be more susceptible to any single economic, political or regulatory occurrence than the shares of a "diversified" fund would be. The Fund intends to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"). For more information, see "Taxes" below.

DESCRIPTION OF PERMITTED INVESTMENTS

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

AMERICAN DEPOSITARY RECEIPTS ("ADRS")

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

For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and are generally designed for use in securities markets outside the U.S. While the two types of depositary receipt facilities (unsponsored or sponsored) are similar, there are differences regarding a holder's rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most

S-2

sponsored depositary receipts agree to distribute notices of shareholders meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer's request. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through, to the holders of the receipts, voting rights with respect to the deposited securities.

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

Investments in the securities of foreign issuers may subject the Fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuation in value due to changes in exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States.

CONVERTIBLE SECURITIES

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

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

S-3

EQUITY SECURITIES

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

TYPES OF EQUITY SECURITIES:

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

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

ALTERNATIVE ENTITY SECURITIES. Alternative entity securities are the securities of entities that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities that are similar to common or preferred stock of corporations.

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

RIGHTS AND WARRANTS. A right is a privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued. Rights normally have a short life, usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a lower price than the public offering price. Warrants are securities that are usually issued together with a debt security or preferred stock and that give the holder the right to buy proportionate amount of common stock at a specified price. Warrants are freely transferable and are traded on major exchanges. Unlike rights, warrants normally have a life that is measured in years and entitles the holder to buy common stock of a company at a price that is usually higher than the market price at the time the warrant is issued. Corporations often issue warrants to make the accompanying debt security more attractive.

An investment in warrants and rights may entail greater risks than certain other types of investments. Generally, rights and warrants do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. In addition, their value does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or before their expiration date. Investing in rights and warrants increases the potential profit or loss

S-4

to be realized from the investment as compared with investing the same amount in the underlying securities.

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

INITIAL PUBLIC OFFERINGS ("IPOS"). The Fund may invest a portion of its assets in securities of companies offering shares in IPOs. IPOs may have a magnified performance impact on a fund with a small asset base. The Fund may hold IPO shares for a very short period of time, which may increase the turnover of the Fund's portfolio and may lead to increased expenses for the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading in some IPOs may make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Holders of IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.

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

GENERAL RISKS OF INVESTING IN STOCKS:

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

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

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

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

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

S-5

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

REAL ESTATE INVESTMENT TRUSTS ("REITS")

A REIT is a corporation or business trust (that would otherwise be taxed as a corporation) which meets the definitional requirements of the Code. The Code permits a qualifying REIT to deduct from taxable income the dividends paid, thereby effectively eliminating corporate level federal income tax and making the REIT a pass-through vehicle for federal income tax purposes. To meet the definitional requirements of the Code, a REIT must, among other things: invest substantially all of its assets in interests in real estate (including mortgages and other REITs), cash and government securities; derive most of its income from rents from real property or interest on loans secured by mortgages on real property; and distribute annually 90% or more of its otherwise taxable income to shareholders.

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

REITs may be affected by changes in underlying real estate values, which may have an exaggerated effect to the extent that REITs in which the Fund invests may concentrate investments in particular geographic regions or property types. Certain REITs have relatively small market capitalization, which may tend to increase the volatility of the market price of securities issued by such REITs. Additionally, rising interest rates may cause investors in REITs to demand a higher annual yield from future distributions, which may in turn decrease market prices for equity securities issued by REITs. Rising interest rates also generally increase the costs of obtaining financing, which could cause the value of the Fund's investments to decline. During periods of declining interest rates, certain Mortgage REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may diminish the yield on securities issued by such Mortgage REITs. Equity and Mortgage REITs are also subject to heavy cash flow dependency defaults by borrowers and self-liquidation. In addition, Mortgage REITs may be affected by the ability of borrowers to repay when due the debt extended by the REIT and Equity REITs may be affected by the ability of tenants to pay rent. The above factors may adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects. By investing in REITs indirectly through the Fund, a shareholder will bear not only his proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the Code or to maintain their exemptions from registration under the 1940 Act.

MASTER LIMITED PARTNERSHIPS ("MLPS")

MLPs are limited partnerships or limited liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, an MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Code. These qualifying sources include activities such as the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources. To the extent that an MLP's interests are concentrated in a

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particular industry or sector, such as the energy sector, the MLP will be negatively impacted by economic events adversely impacting that industry or sector.

MLPs that are formed as limited partnerships generally have two classes of owners, the general partner and limited partners, while MLPs that are formed as limited liability companies generally have two analogous classes of owners, the managing member and the members. For purposes of this section, references to general partners also apply to managing members and references to limited partners also apply to members.

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

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

MLPs are typically structured such that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount ("minimum quarterly distributions" or "MQD"). Common and general partner interests also accrue arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the general partner can reach a tier where it receives 50% of every incremental dollar paid to common and subordinated unit holders. These incentive distributions encourage the general partner to streamline costs, increase capital expenditures and acquire assets in order to increase the partnership's cash flow and raise the quarterly cash distribution in order to reach higher tiers. Such results benefit all security holders of the MLP.

EXCHANGE-TRADED NOTES ("ETNS")

ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETN's returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate ("reference instrument") to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected. ETNs are not registered or regulated as investment companies under the 1940 Act.

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The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the issuer's credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid.

Because the return on the ETN is dependent on the issuer's ability or willingness to meet its obligations, the value of the ETN may change due to a change in the issuer's credit rating, despite no change in the underlying reference instrument. The market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track.

There may be restrictions on the Fund's right to redeem its investment in an ETN, which are generally meant to be held until maturity. The Fund's decision to sell its ETN holdings may be limited by the availability of a secondary market. The Fund could lose some or all of the amount invested in an ETN.

FOREIGN SECURITIES

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

INVESTMENTS IN EMERGING MARKETS. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other more established economies or markets. Such risks may include (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and

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control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about issuers; (xi) less extensive regulation of the markets; (xii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; (xiv) certain considerations regarding the maintenance of the Fund's securities with local brokers and securities depositories and
(xv) the imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds.

Repatriation of investment income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries. The Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on securities held by the Fund or gains from the disposition of such securities.

In emerging markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. The Fund may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in local courts.

SOVEREIGN DEBT OBLIGATIONS. Sovereign debt obligations are issued or guaranteed by foreign governments or their agencies. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due, and may require renegotiation or reschedule of debt payments. In addition, prospects for repayment of principal and payment of interest may depend on political as well as economic factors. Although some sovereign debt, such as Brady Bonds, is collateralized by U.S. government securities, repayment of principal and payment of interest is not guaranteed by the U.S. government.

FOREIGN AGENCY DEBT OBLIGATIONS. The Fund may invest in uncollateralized bonds issued by agencies, subdivisions or instrumentalities of foreign governments. Bonds issued by these foreign government agencies, subdivisions or instrumentalities are generally backed only by the creditworthiness and reputation of the entities issuing the bonds and may not be backed by the full faith and credit of the foreign government. Moreover, a foreign government that explicitly provides its full faith and credit to a particular entity may be, due to changed circumstances, unable or unwilling to provide that support. A foreign agency's operations and financial condition are influenced by the foreign government's economic and other policies. Changes to the financial condition or credit rating of a foreign government may cause the value of debt issued by that particular foreign government's agencies, subdivisions or instrumentalities to decline. During periods of economic uncertainty, the trading of foreign agency bonds may be less liquid while market prices may be more volatile than prices of other bonds. Additional risks associated with foreign agency investing include differences in accounting, auditing and financial reporting standards; adverse changes in investment or exchange control regulations; political instability; and potential restrictions on the flow of international capital.

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OBLIGATIONS OF SUPRANATIONAL ENTITIES. Supranational entities are entities established through the joint participation of several governments, and include the Asian Development Bank, World Bank, African Development Bank, European Economic Community, European Investment Bank and the Nordic Investment Bank. The governmental members, or "stockholders," usually make initial capital contributions to the supranational entity and, in many cases, are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings. There is no guarantee that one or more stockholders of a supranational entity will continue to make any necessary additional capital contributions. If such contributions are not made, the entity may be unable to pay interest or repay principal on its debt securities, and the Fund may lose money on such investments.

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

RISKS OF FOREIGN SECURITIES:

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

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

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

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

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

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

* A foreign government may act adversely to the interests of U. S. investors, including expropriation or nationalization of assets, confiscatory taxation and other restrictions on U. S. investment. A country may restrict or control foreign investments in its securities markets. These

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restrictions could limit the Fund's ability to invest in a particular country or make it very expensive for the Fund to invest in that country. Some countries require prior governmental approval or limit the types or amount of securities or companies in which a foreigner can invest. Other countries may restrict the ability of foreign investors to repatriate their investment income and capital gains.

In June 2016, the United Kingdom (the "UK") voted in a referendum to leave the European Union ("EU"). Although the precise timeframe for "Brexit" is uncertain, it is currently expected that the UK will seek to withdraw from the EU by invoking article 50 of the Lisbon Treaty with an anticipated completion date within two years from notifying the European Council of the UK's intention to withdraw. It is unclear how withdrawal negotiations will be conducted and what the potential consequences may be. In addition, it is possible that measures could be taken to revote on the issue of Brexit, or that portions of the UK could seek to separate and remain a part of the EU. As a result of the political divisions within the UK and between the UK and the EU that the referendum vote has highlighted and the uncertain consequences of a Brexit, the UK and European economies and the broader global economy could be significantly impacted, which may result in increased volatility and illiquidity, and potentially lower economic growth on markets in the UK, Europe and globally that could potentially have an adverse effect on the value of the Fund's investments.

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

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

Foreign stock markets:

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

* Have substantially less volume;

* Trade securities that tend to be less liquid and experience rapid and erratic price movements;

* Have generally higher commissions and are subject to set minimum rates, as opposed to negotiated rates;

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

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

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

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

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

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

* Over-the-counter markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated;

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

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

o FOREIGN CURRENCY RISK. While the Fund denominates its net asset value in U.S. dollars, the securities of foreign companies are frequently denominated in foreign currencies. Thus, a change in the value of a foreign currency against the U.S. dollar will result in a corresponding change in value of securities denominated in that currency. Some of the factors that may impair the investments denominated in a foreign currency are:

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

* Complex political and economic factors may significantly affect the values of various currencies, including the U.S. dollar, and their exchange rates;

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

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

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

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

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o TAXES. Certain foreign governments levy withholding taxes on dividend and interest income. Although in some countries it is possible for the Fund to recover a portion of these taxes, the portion that cannot be recovered will reduce the income the Fund receives from its investments.

MONEY MARKET SECURITIES

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

U.S. GOVERNMENT SECURITIES

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

Some obligations issued or guaranteed by U.S. government agencies and instrumentalities, including, for example, Ginnie Mae pass-through certificates, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies, such as those securities issued by Fannie Mae, are supported by the discretionary authority of the U.S. government to purchase certain obligations of the federal agency. Additionally, some obligations are issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks, which are supported by the right of the issuer to borrow from the U.S. Treasury. While the U.S. government provides financial support to such U.S. government-sponsored federal agencies, no assurance can be given that the U.S. government will always do so, since the U.S. government is not so obligated by law. Guarantees of principal by U.S. government agencies or instrumentalities may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of the Fund's shares.

On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie Mae and the Federal Home Loan Mortgage Corporation ("Freddie Mac"), placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and

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

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

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

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

MUNICIPAL SECURITIES

Municipal securities, including municipal bonds and municipal notes, consist of: (i) debt obligations issued by or on behalf of public authorities to obtain funds to be used for various public facilities, for refunding outstanding obligations, for general operating expenses and for lending such funds to other public institutions and facilities, and (ii) certain private activity and industrial development bonds issued by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair or improvement of privately operated facilities.

Municipal bonds are debt obligations issued to obtain funds for various public purposes. Municipal bonds include general obligation bonds, revenue or special obligation bonds, private activity and industrial development bonds, moral obligation bonds and participation interests in municipal bonds. General obligation bonds are backed by the taxing power of the issuing municipality. Revenue or special obligation bonds are backed by the revenues of a project or facility, such as tolls from a toll bridge. Private activity or industrial development bonds are issued by or on behalf of public authorities to raise money to finance various privately-owned or -operated facilities for

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business and manufacturing, housing, sports and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports, parking or sewage or solid waste disposal facilities and certain other facilities. The payment of the principal and interest on such bonds is dependent solely on the ability of the facility's user to meet its financial obligations and the pledge, if any, of real and personal property financed as security for such payment. Moral obligation bonds are normally issued by special purpose authorities. Moral obligation bonds are not backed by the full faith and credit of the issuing municipality, but are generally backed by the agreement of the issuing authority to request appropriations from the municipality's legislative body. Certificates of participation represent an interest in an underlying obligation or commitment, such as an obligation issued in connection with a leasing arrangement.

Municipal notes consist of general obligation notes, tax anticipation notes (notes sold to finance working capital needs of the issuer in anticipation of receiving taxes on a future date), revenue anticipation notes (notes sold to provide needed cash prior to receipt of expected non-tax revenues from a specific source), bond anticipation notes, tax and revenue anticipation notes, certificates of indebtedness, demand notes and construction loan notes. The maturities of the instruments at the time of issue will generally range from three months to one year.

COMMERCIAL PAPER

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

OBLIGATIONS OF DOMESTIC BANKS, FOREIGN BANKS AND FOREIGN BRANCHES OF U.S. BANKS

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

o TIME DEPOSITS. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time;

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however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty or that mature in more than seven days are considered to be illiquid securities.

o UNSECURED BANK PROMISSORY NOTES. Promissory notes are generally debt obligations of the issuing entity and are subject to the risks of investing in the banking industry.

INVESTMENT GRADE FIXED INCOME SECURITIES

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

DEBT SECURITIES

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

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

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities are interests in pools of mortgage loans that various governmental, government-related and private organizations assemble as securities for sale to investors. Unlike most debt securities, which pay interest periodically and repay principal at maturity or on specified call dates, mortgage-backed securities make monthly payments that consist of both interest and principal payments. In effect, these payments are a "pass-through" of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Since homeowners usually have the option of paying either part or all of the loan balance before maturity, the effective maturity of a mortgage-backed security is often shorter than is stated.

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

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

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

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

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

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

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

The Fund may also invest in residual interests in asset-backed securities, which consist of the excess cash flow remaining after making required payments on the securities and paying related administrative expenses. The amount of residual cash flow resulting from a particular issue of asset-backed securities depends in part on the

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characteristics of the underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of administrative expenses and the actual prepayment experience on the underlying assets.

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

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

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

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

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

The Fund may have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid. The lack of a highly liquid secondary market may have an adverse impact on the value of such instruments and on the Fund's ability to dispose of the bank loan in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. Furthermore, transactions in many loans settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. As a result, those proceeds will not be available to make additional investments or to meet the Fund's redemption obligations. To the extent that extended settlement creates short-term liquidity needs, the Fund may satisfy these needs by holding additional cash or selling other investments (potentially at an inopportune time, which could result in losses to the Fund).

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Bank loans may not be considered "securities," and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

The Adviser may from time to time have the opportunity to receive material, non-public information ("Confidential Information") about the borrower, including financial information and related documentation regarding the borrower that is not publicly available. Pursuant to applicable policies and procedures, the Adviser may (but is not required to) seek to avoid receipt of Confidential Information from the borrower so as to avoid possible restrictions on its ability to purchase and sell investments on behalf of the Fund and other clients to which such Confidential Information relates (e.g., publicly traded securities issued by the borrower). In such circumstances, the Fund (and other clients of the Adviser) may be disadvantaged in comparison to other investors, including with respect to the price the Fund pays or receives when it buys or sells a bank loan. Further, the Adviser's abilities to assess the desirability of proposed consents, waivers or amendments with respect to certain bank loans may be compromised if it is not privy to available Confidential Information. The Adviser may also determine to receive such Confidential Information in certain circumstances under its applicable policies and procedures. If the Adviser intentionally or unintentionally comes into possession of Confidential Information, it may be unable, potentially for a substantial period of time, to purchase or sell publicly traded securities to which such Confidential Information relates.

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements with financial institutions. A repurchase agreement is an agreement under which the Fund acquires a fixed income security (generally a security issued by the U.S. government or an agency thereof, a banker's acceptance, or a certificate of deposit) from a commercial bank, broker, or dealer, and simultaneously agrees to resell such security to the seller at an agreed upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The acquisition of a repurchase agreement may be deemed to be an acquisition of the underlying securities as long as the obligation of the seller to repurchase the securities is collateralized fully. The Fund follows certain procedures designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions only with creditworthy financial institutions whose condition will be continually monitored by the Adviser. The repurchase agreements entered into by the Fund will provide that the underlying collateral at all times shall have a value at least equal to 102% of the resale price stated in the agreement and consist only of securities permissible under
Section 101(47)(A)(i) of the Bankruptcy Code (the Adviser monitors compliance with this requirement). Under all repurchase agreements entered into by the Fund, the custodian or its agent must take possession of the underlying collateral. In the event of a default or bankruptcy by a selling financial institution, the Fund will seek to liquidate such collateral. However, the exercising of the Fund's right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. The Fund may also enter into "tri-party" repurchase agreements. In "tri-party" repurchase agreements, an unaffiliated third party custodian maintains accounts to hold collateral for the Fund and its counterparties and, therefore, the Fund may be subject to the credit risk of those custodians. It is the current policy of the Fund not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held by the Fund, amounts to more than 15% of the Fund's total assets. The investments of the Fund in repurchase agreements, at times, may be substantial when, in the view of the Adviser, liquidity or other considerations so warrant.

REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements are transactions in which the Fund sells portfolio securities to financial

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institutions, such as banks and broker-dealers, and agrees to repurchase them at a mutually agreed-upon date and price that is higher than the original sale price. Reverse repurchase agreements are similar to a fully collateralized borrowing by the Fund. At the time the Fund enters into a reverse repurchase agreement, it will earmark on the books of the Fund or place in a segregated account cash or liquid securities having a value equal to the repurchase price (including accrued interest) and will subsequently monitor the account to ensure that such equivalent value is maintained.

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

SECURITIES OF OTHER INVESTMENT COMPANIES

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

For hedging or other purposes, the Fund may invest in investment companies that seek to track the composition and/or performance of specific indexes or portions of specific indexes. Certain of these investment companies, known as ETFs, are traded on a securities exchange. (See "Exchange Traded Funds" above). The market prices of index-based investments will fluctuate in accordance with changes in the underlying portfolio securities of the investment company and also due to supply and demand of the investment company's shares on the exchange upon which the shares are traded. Index-based investments may not replicate or otherwise match the composition or performance of their specified index due to transaction costs, among other things.

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

The Fund may invest in investment companies that are not registered with the SEC or in privately placed securities of investment companies (which may or may not be registered), such as hedge funds and offshore funds. Unregistered funds are largely exempt from the regulatory requirements that apply to registered investment companies. As a result, unregistered funds may have a greater ability to make investments, or use investment techniques, that offer a higher potential investment return (for example, leveraging), but which may carry high

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risk. Unregistered funds, while not regulated by the SEC like registered funds, may be indirectly supervised by the financial institutions (e.g., commercial and investment banks) that may provide them with loans or other sources of capital. Investments in unregistered funds may be difficult to sell, which could cause the Fund to lose money when selling an interest in an unregistered fund. For example, many hedge funds require their investors to hold their investments for at least one year.

DERIVATIVES

Derivatives are financial instruments whose value is based on an underlying asset (such as a stock or a bond), an underlying economic factor (such as interest rates) or a market benchmark. Unless otherwise stated in the Prospectus, the Fund may use derivatives for a number of purposes including managing risk, gaining exposure to various markets in a cost-efficient manner, reducing transaction costs, remaining fully invested and speculating. The Fund may also invest in derivatives with the goal of protecting itself from broad fluctuations in market prices, interest rates or foreign currency exchange rates (a practice known as "hedging"). When hedging is successful, the Fund will have offset any depreciation in the value of its portfolio securities by the appreciation in the value of the derivative position. Although techniques other than the sale and purchase of derivatives could be used to control the exposure of the Fund to market fluctuations, the use of derivatives may be a more effective means of hedging this exposure. In the future, to the extent such use is consistent with the Fund's investment objective and is legally permissible, the Fund may use instruments and techniques that are not presently contemplated, but that may be subsequently developed.

There can be no assurance that a derivative strategy, if employed, will be successful. Because many derivatives have a leverage or borrowing component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Accordingly, certain derivative transactions may be considered to constitute borrowing transactions for purposes of the 1940 Act. Such a derivative transaction will not be considered to constitute the issuance of a "senior security" by the Fund, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the Fund, if the Fund covers the transaction or segregates sufficient liquid assets (or such assets are "earmarked" on the Fund's books) in accordance with the requirements and interpretations of the SEC and its staff. The Fund may enter into agreements with broker-dealers that require the broker-dealers to accept physical settlement for certain types of derivatives instruments. If this occurs, the Fund would treat such derivative instruments as being cash settled for purposes of determining the Fund's coverage requirements.

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

Consistent with the CFTC's new regulations, the Trust, on behalf of the Fund, has filed a notice of exclusion from the definition of the term CPO under the CEA pursuant to CFTC Rule 4.5 and, therefore, the Fund is not subject to registration or regulation as a CPO under the CEA. As a result, the Fund will be limited in its ability to use futures, options on such futures, commodity options and certain swaps. Complying with the limitations may restrict the Adviser's ability to implement the Fund's investment strategies and may adversely affect the Fund's performance.

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TYPES OF DERIVATIVES:

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

Futures contracts are traded in the United States on commodity exchanges or boards of trade (known as "contract markets") approved for such trading and regulated by the CFTC. These contract markets standardize the terms, including the maturity date and underlying financial instrument, of all futures contracts.

Unlike other securities, the parties to a futures contract do not have to pay for or deliver the underlying financial instrument until some future date (the delivery date). Contract markets require both the purchaser and seller to deposit "initial margin" with a futures broker, known as a futures commission merchant or custodian bank, when they enter into the contract. Initial margin deposits are typically equal to a percentage of the contract's value. Initial margin is similar to a performance bond or good faith deposit on a contract and is returned to the depositing party upon termination of the futures contract if all contractual obligations have been satisfied. After they open a futures contract, the parties to the transaction must compare the purchase price of the contract to its daily market value. If the value of the futures contract changes in such a way that a party's position declines, that party must make additional "variation margin" payments so that the margin payment is adequate. On the other hand, the value of the contract may change in such a way that there is excess margin on deposit, possibly entitling the party that has a gain to receive all or a portion of this amount. This process is known as "marking to the market." Variation margin does not represent a borrowing or loan by a party but is instead a settlement between the party and the futures broker of the amount one party would owe the other if the futures contract terminated. In computing daily net asset value, each party marks to market its open futures positions.

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

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

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

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* PURCHASING PUT AND CALL OPTIONS

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

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

The purchaser of an option may terminate its position by:

* Allowing it to expire and losing its entire premium;

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

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

* SELLING (WRITING) PUT AND CALL OPTIONS

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

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

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

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

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

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

* A call option on the same security or index with a greater exercise price, provided that the Fund also segregates cash or liquid securities in an amount equal to the difference between the exercise prices;

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

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

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

* Entering into a short position in the underlying security;

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

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

* Maintaining the entire exercise price in liquid securities.

* OPTIONS ON SECURITIES INDICES

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

* OPTIONS ON CREDIT DEFAULT SWAPS

An option on a credit default swap ("CDS") gives the holder the right to enter into a CDS at a specified future date and under specified terms in exchange for a purchase price or premium. The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised.

* OPTIONS ON FUTURES

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

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futures contract is subject to initial and variation margin requirements on the option position. Options on futures contracts are traded on the same contract market as the underlying futures contract.

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

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

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

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

* OPTIONS ON FOREIGN CURRENCIES

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

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

* COMBINED POSITIONS

The Fund may purchase and write options in combination with each other, or in combination with futures or forward contracts or swap agreements, to adjust the risk and return characteristics of the overall position. For example, the Fund could construct a combined position whose risk and return characteristics are similar to selling a futures contract by purchasing a put option and writing a call option on the same underlying instrument. Alternatively, the Fund could write a call option at one strike price and buy a call option at a lower price to reduce

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the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

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

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

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

* Do not require an initial margin deposit; and

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

* FOREIGN CURRENCY HEDGING STRATEGIES

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

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

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

The Fund may enter into forward contracts to shift its investment exposure from one currency into another. Such transactions may call for the delivery of one foreign currency in exchange for another foreign currency, including

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

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

PARTICIPATION NOTES ("P-NOTES"). P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market. When purchasing a P-Note, the posting of margin is not required because the full cost of the P-Note (plus commission) is paid at the time of purchase. When the P-Note matures, the issuer will pay to, or receive from, the purchaser the difference between the minimal value of the underlying instrument at the time of purchase and that instrument's value at maturity. Investments in P-Notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate.

In addition, there can be no assurance that the trading price of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate. The holder of a P-Note that is linked to a particular underlying security is entitled to receive any dividends paid in connection with an underlying security or instrument. However, the holder of a P-Note does not receive voting rights as it would if it directly owned the underlying security or instrument. P-Notes are generally traded over-the-counter. P-Notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them. There is also counterparty risk associated with these investments because the Fund is relying on the creditworthiness of such counterparty and has no rights under a P-Note against the issuer of the underlying security. In addition, the Fund will incur transaction costs as a result of investment in P-Notes.

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

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

Generally, swap agreements have a fixed maturity date that will be agreed upon by the parties. The agreement can be terminated before the maturity date under certain circumstances, such as default by one of the parties or insolvency, among others, and can be transferred by a party only with the prior written consent of the other party.

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The Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. If the counterparty is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, the Fund may not be able to recover the money it expected to receive under the swap agreement. The Fund will not enter into any swap agreement unless the Adviser believes that the counterparty to the transaction is creditworthy.

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

* EQUITY SWAPS

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

* TOTAL RETURN SWAPS

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

* INTEREST RATE SWAPS

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

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

* CURRENCY SWAPS

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

* INFLATION SWAPS

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

* CREDIT DEFAULT SWAPS

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

* CAPS, COLLARS AND FLOORS

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

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RISKS OF DERIVATIVES:

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

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

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

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

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

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

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

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

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

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

LACK OF LIQUIDITY. Before a futures contract or option is exercised or expires, the Fund can terminate it only by entering into a closing purchase or sale transaction. Moreover, the Fund may close out a futures contract only on the exchange the contract was initially traded. Although the Fund intends to purchase options and futures only

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where there appears to be an active market, there is no guarantee that such a liquid market will exist. If there is no secondary market for the contract, or the market is illiquid, the Fund may not be able to close out its position. In an illiquid market, the Fund may:

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

* Have to purchase or sell the instrument underlying the contract;

* Not be able to hedge its investments; and/or

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

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

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

* Unusual or unforeseen circumstances may interrupt normal operations of an exchange;

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

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

* Investors may lose interest in a particular derivative or category of derivatives.

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

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

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

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

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VOLATILITY AND LEVERAGE. The Fund's use of derivatives may have a leveraging effect. Leverage generally magnifies the effect of any increase or decrease in value of an underlying asset and results in increased volatility, which means the Fund will have the potential for greater gains, as well as the potential for greater losses, than if the Fund does not use derivative instruments that have a leveraging effect. The prices of derivatives are volatile (i.e., they may change rapidly, substantially and unpredictably) and are influenced by a variety of factors, including:

* Actual and anticipated changes in interest rates;

* Fiscal and monetary policies; and

* National and international political events.

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

GOVERNMENT REGULATION. The regulation of derivatives markets in the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law in 2010, grants significant new authority to the SEC and the CFTC to impose comprehensive regulations on the over-the-counter and cleared derivatives markets. These regulations include, but are not limited to, mandatory clearing of certain derivatives and requirements relating to disclosure, margin and trade reporting. The new law and regulations may negatively impact the Fund by increasing transaction and/or regulatory compliance costs, limiting the availability of certain derivatives or otherwise adversely affecting the value or performance of the derivatives the Fund trades. In addition, the SEC proposed new derivatives rules in December 2015 that could limit the Fund's use of derivatives, and adversely impact the Fund's ability to achieve its investment objectives. Other potentially adverse regulatory obligations can develop suddenly and without notice.

ILLIQUID SECURITIES

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

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SECURITIES LENDING

The Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Board. These loans, if and when made, may not exceed 33 1/3% of the total asset value of the Fund (including the loan collateral). The Fund will not lend portfolio securities to the Adviser or its affiliates unless permissible under the 1940 Act and the rules and promulgations thereunder. Loans of portfolio securities will be fully collateralized by cash, letters of credit or U.S. government securities, and the collateral will be maintained in an amount equal to at least 100% of the current market value of the loaned securities by marking to market daily. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Fund.

The Fund may pay a part of the interest earned from the investment of collateral, or other fee, to an unaffiliated third party for acting as the Fund's securities lending agent, but will bear all of any losses from the investment of collateral.

By lending its securities, the Fund may increase its income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities as well as by either investing cash collateral received from the borrower in short-term instruments or obtaining a fee from the borrower when U.S. government securities or letters of credit are used as collateral. Investing cash collateral subjects the Fund to market risk. The Fund remains obligated to return all collateral to the borrower under the terms of its securities lending arrangements, even if the value of investments made with the collateral decline. Accordingly, if the value of a security in which the cash collateral has been invested declines, the loss would be borne by the Fund, and the Fund may be required to liquidate other investments in order to return collateral to the borrower at the end of the loan. The Fund will adhere to the following conditions whenever its portfolio securities are loaned: (i) the Fund must receive at least 100% cash collateral or equivalent securities of the type discussed above from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Fund may pay only reasonable fees in connection with the loan (which fees may include fees payable to the lending agent, the borrower, the Fund's administrator and the custodian); and (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material event adversely affecting the investment occurs, the Fund must terminate the loan and regain the right to vote the securities. In such instances, the Adviser will vote the securities in accordance with its proxy voting policies and procedures. The Board has adopted procedures reasonably designed to ensure that the foregoing criteria will be met. Loan agreements involve certain risks in the event of default or insolvency of the borrower, including possible delays or restrictions upon the Fund's ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.

RESTRICTED SECURITIES

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

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delegated the responsibility for determining the liquidity of Rule 144A restricted securities that the Fund may invest in to the Adviser.

SHORT SALES

The Fund may engage in short sales that are either "uncovered" or "against the box." A short sale is "against the box" if at all times during which the short position is open, the Fund owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to the Fund with respect to the securities that are sold short. The Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Fund's total assets. This limitation does not apply to short sales against the box.

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

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

WHEN-ISSUED, DELAYED--DELIVERY AND FORWARD-DELIVERY TRANSACTIONS

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

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

When purchasing a security on a when-issued, delayed delivery, or forward-delivery basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield changes. At the time of settlement, the market value of the security may be more or less than the purchase price. The yield available in the market when the delivery takes place also may be higher than those obtained in the transaction itself. Because

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the Fund does not pay for the security until the delivery date, these risks are in addition to the risks associated with its other investments.

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

SPECIAL RISKS OF CYBER-ATTACKS

As with any entity that conducts business through electronic means in the modern marketplace, the Fund, and its service providers, may be susceptible to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential information, unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Fund's operations, operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers, or various other forms of cyber security breaches. Cyber-attacks affecting the Fund or the Adviser, the Fund's distributor, custodian, or any other of the Fund's intermediaries or service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses or the inability of Fund shareholders to transact business. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact the Fund's ability to calculate its net asset value, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines or financial losses and/or cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes designed to mitigate or prevent the risk of cyber-attacks. Such costs may be ongoing because threats of cyber-attacks are constantly evolving as cyber attackers become more sophisticated and their techniques become more complex. Similar types of cyber security risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund's investments in such companies to lose value. There can be no assurance that the Fund, the Fund's service providers, or the issuers of the securities in which the Fund invests will not suffer losses relating to cyber-attacks or other information security breaches in the future.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

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

1. The Fund may not concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that the Fund may invest without limitation in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and repurchase agreements involving such securities or tax-exempt obligations of state or municipal governments and their political subdivisions.

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2. The Fund may borrow money or issue senior securities (as defined under the 1940 Act), except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

3. The Fund may make loans, except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

4. The Fund may purchase or sell commodities or real estate, except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

5. The Fund may underwrite securities issued by other persons, except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

NON-FUNDAMENTAL POLICIES

The Fund's investment objective as well as the following investment limitations of the Fund are non-fundamental and may be changed by the Board without shareholder approval.

1. The Fund may not purchase an investment if, as a result, more than 15% of the value of the Fund's net assets would be invested in illiquid securities.

2. The Fund may not invest in unmarketable interests in real estate limited partnerships or invest directly in real estate. For the avoidance of doubt, the foregoing policy does not prevent the Fund from, among other things, purchasing marketable securities of companies that deal in real estate or interests therein.

3. The Fund may purchase or sell financial and physical commodities, commodity contracts based on (or relating to) physical commodities or financial commodities and securities and derivative instruments whose values are derived from (in whole or in part) physical commodities or financial commodities.

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

CONCENTRATION. The SEC has defined concentration as investing 25% or more of an investment company's total assets in any particular industry or group of industries, with certain exceptions.

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

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

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

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cover such obligation.

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

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

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

THE ADVISER

GENERAL. GQG Partners LLC ("GQG" or the "Adviser"), a Delaware limited liability company founded in 2016, is an SEC registered investment adviser that serves as the investment adviser to the Fund. The Adviser's principal place of business is located at 350 East Las Olas Boulevard, Suite 1100, Fort Lauderdale, Florida 33301. The Adviser's principal beneficial owners are Rajiv Jain and his wife, Latika Jain. As of September 30, 2016, the Adviser had approximately $106.8 million in assets under management.

ADVISORY AGREEMENT. The Trust and the Adviser have entered into an investment advisory agreement dated December 15, 2016 (the "Advisory Agreement") with respect to the Fund. Under the Advisory Agreement, the Adviser serves as the investment adviser and makes investment decisions for the Fund and continuously reviews, supervises and administers the investment program of the Fund, subject to the supervision of, and policies established by, the Board.

After the initial two-year term, the continuance of the Advisory Agreement must be specifically approved at least annually: (i) by the vote of the Trustees or by a vote of the majority of the outstanding voting securities of the Fund; and
(ii) by the vote of a majority of the Trustees who are not parties to the Advisory Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Trustees or by a majority of the outstanding voting securities of the Fund, or, by the Adviser, on not less than 30 days' written notice to the Trust. As used in the Advisory Agreement, the terms "majority of the outstanding voting securities," "interested persons" and "assignment" have the same meaning as such terms in the 1940 Act.

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ADVISORY FEES PAID TO THE ADVISER. For its services under the Advisory Agreement, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.95% of the Fund's average daily net assets.

THE PORTFOLIO MANAGER

This section includes information about the Fund's portfolio manager, including information about other accounts he manages, the dollar range of Fund shares he owns and how he is compensated.

COMPENSATION. The portfolio manager receives a fixed salary, retirement benefits and variable compensation. The variable compensation is based on the portfolio manager's share of the Adviser's revenue and profitability. The portfolio manager's compensation is not directly based on Fund performance. However, to the extent that Fund performance impacts the portfolio manager's share of the Adviser's revenue and profitability, there may be some correlation between Fund performance and the portfolio manager's compensation.

FUND SHARES OWNED BY PORTFOLIO MANAGER. The Fund is required to show the dollar amount range of the portfolio manager's "beneficial ownership" of shares of the Fund as of the end of the most recently completed fiscal year. Dollar amount ranges disclosed are established by the SEC. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the "1934 Act"). Because the Fund is new, as of the date of this SAI, the portfolio manager did not beneficially own shares of the Fund.

OTHER ACCOUNTS. In addition to the Fund, the portfolio manager is responsible for the day-to-day management of certain other accounts, as listed below. None of the accounts included below are subject to a performance-based advisory fee. The information below is provided as of September 30, 2016.

--------------------------------------------------------------------------------------------------------------------
                               REGISTERED                  OTHER POOLED
                           INVESTMENT COMPANIES         INVESTMENT VEHICLES                OTHER ACCOUNTS
--------------------------------------------------------------------------------------------------------------------
                         NUMBER OF                    NUMBER OF      TOTAL ASSETS      NUMBER OF      TOTAL ASSETS
NAME                     ACCOUNTS     TOTAL ASSETS    ACCOUNTS       (IN MILLIONS)     ACCOUNTS       (IN MILLIONS)
--------------------------------------------------------------------------------------------------------------------
Rajiv Jain                  0            $0              3              $49.7              7             $58.8
--------------------------------------------------------------------------------------------------------------------

CONFLICTS OF INTEREST. The portfolio manager is also responsible for managing other account portfolios in addition to the Fund.

The portfolio manager's management of other accounts may give rise to potential conflicts of interest in connection with his management of the Fund investments on the one hand and the investments of the other accounts, on the other. The side-by-side management of the Fund and other accounts presents a variety of

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potential conflicts of interests. For example, the portfolio manager may purchase or sell securities for one portfolio and not another. The performance of securities within one portfolio may differ from the performance of securities in another portfolio.

In some cases, another account managed by the portfolio manager may compensate the Adviser based on performance of the portfolio held by that account. Performance-based fee arrangements may create an incentive for the Adviser to favor higher fee paying accounts over other accounts, including accounts that are charged no performance-based fees, in the allocation of investment opportunities. The Adviser has adopted policies and procedures that seek to mitigate such conflicts and to ensure that all clients are treated fairly and equally.

Another potential conflict could arise in instances in which securities considered as investments for the Fund are also appropriate investments for other investment accounts managed by the Adviser. When a decision is made to buy or sell a security by the Fund and one or more of the other accounts, the Adviser may aggregate the purchase or sale of the securities and will allocate the securities transactions in a manner it believes to be equitable under the circumstances. However, a variety of factors can determine whether a particular account may participate in a particular aggregated transaction. Because of such differences, there may be differences in invested positions and securities held in accounts managed according to similar strategies. When aggregating orders, the Adviser employs procedures designed to ensure accounts will be treated in a fair and equitable manner and no account will be favored over any other. The Adviser has implemented specific policies and procedures to address any potential conflicts.

THE ADMINISTRATOR

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

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

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

ADMINISTRATION FEES PAID TO THE ADMINISTRATOR. For its services under the Administration Agreement, the Administrator is paid a fee, which varies based on the average daily net assets of the Fund, subject to certain minimums.

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THE DISTRIBUTOR

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

The continuance of the Distribution Agreement must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the majority of the shareholders of the Trust and (ii) by the vote of a majority of the Trustees who are not "interested persons" of the Trust and have no direct or indirect financial interest in the operations of the Distribution Agreement or any related agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement will terminate automatically in the event of its assignment (as such term is defined in the 1940 Act), and is terminable at any time without penalty by the Board or by a majority of the outstanding shares of the Trust, upon not more than 60 days' written notice by either party.

PAYMENTS TO FINANCIAL INTERMEDIARIES

SHAREHOLDER SERVICING PLAN. The Fund has adopted a shareholder servicing plan under which a shareholder servicing fee of up to 0.25% of average daily net assets of Investor Shares of the Fund will be paid to financial intermediaries. Under the plan, financial intermediaries may perform, or may compensate other financial intermediaries for performing, certain shareholder and administrative services, including: (i) maintaining shareholder accounts; (ii) arranging for bank wires; (iii) responding to shareholder inquiries relating to the services performed by the financial intermediaries; (iv) responding to inquiries from shareholders concerning their investment in the Fund; (v) assisting shareholders in changing dividend options, account designations and addresses;
(vi) providing information periodically to shareholders showing their position in the Fund; (vii) forwarding shareholder communications from the Fund such as proxies, shareholder reports, annual reports, and dividend and capital gain distribution and tax notices to shareholders; (viii) processing purchase, exchange and redemption requests from shareholders and placing orders with the Fund or its service providers; (ix) providing sub-accounting services; (x) processing dividend and capital gain payments from the Fund on behalf of shareholders; (xi) preparing tax reports; and (xii) providing such other similar non-distribution services as the Fund may reasonably request to the extent that the financial intermediary is permitted to do so under applicable laws or regulations.

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

These additional payments may be made to financial intermediaries that sell Fund shares or provide services to the Fund, the Distributor or shareholders of the Fund through the financial intermediary's retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediary's retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing the Fund in a financial intermediary's retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about the Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.

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

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

Investors should understand that some financial intermediaries may also charge their clients fees in connection with purchases of shares or the provision of shareholder services.

THE TRANSFER AGENT

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

THE CUSTODIAN

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, Two Commerce Square, 2001 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103, serves as the independent registered public accounting firm for the Fund.

LEGAL COUNSEL

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

TRUSTEES AND OFFICERS OF THE TRUST

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

Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, the Distributor and the Administrator. The Trustees are responsible for overseeing the Trust's service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the funds. The funds and their service providers employ a variety of processes, procedures and controls to identify various possible events or circumstances, to lessen the probability

S-41

of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust's business (e.g., the Adviser is responsible for the day-to-day management of the Fund's portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Fund's service providers the importance of maintaining vigorous risk management.

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

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

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

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

From their review of these reports and discussions with the adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee

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learn in detail about the material risks of the funds, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

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

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

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

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

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

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

S-43

------------------------------------------------------------------------------------------------------------------------------------
                         POSITION WITH TRUST                 PRINCIPAL
NAME AND YEAR OF         AND LENGTH OF TIME                OCCUPATIONS               OTHER DIRECTORSHIPS HELD IN THE
    BIRTH                     SERVED                    IN THE PAST 5 YEARS                   PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
                                                                                     (Asia), Limited, SEI Global
                                                                                     Nominee Ltd., SEI Investments --
                                                                                     Unit Trust Management (UK)
                                                                                     Limited and SEI Investments Co.
                                                                                     Director of the Distributor since
                                                                                     2003.

                                                                                     Former Directorships: Director of
                                                                                     SEI Alpha Strategy Portfolios, LP to
                                                                                     2013. Trustee of O'Connor EQUUS
                                                                                     (closed-end investment company) to
                                                                                     2016. Trustee of SEI Liquid Asset Trust
                                                                                     to 2016.
------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
------------------------------------------------------------------------------------------------------------------------------------
Jon C. Hunt              Trustee                        Retired since 2013.          Current Directorships: Trustee of
(Born: 1951)             (since 2014)                   Consultant to                City National Rochdale Funds,
                                                        Management,                  Winton Series Trust, Winton
                                                        Convergent Capital           Diversified Opportunities Fund
                                                        Management, LLC              (closed-end investment company)
                                                        ("CCM") from 2012 to         and Gallery Trust. Member of
                                                        2013. Managing               Independent Committee of Nuveen
                                                        Director and Chief           Commodities Asset Management.
                                                        Operating Officer,
                                                        CCM from 1998 to             Former Directorship: Trustee of
                                                        2012.                        O'Connor EQUUS (closed-end
                                                                                     investment company) to 2016.
------------------------------------------------------------------------------------------------------------------------------------
Thomas P. Lemke          Trustee                        Retired since 2013.          Current Directorships: Trustee of
(Born: 1954)             (since 2014)                   Executive Vice               AXA Premier VIP Trust, Winton
                                                        President and General        Series Trust, Winton Diversified
                                                        Counsel, Legg Mason,         Opportunities Fund (closed-end
                                                        Inc. from 2005 to            investment company), Gallery Trust
                                                        2013.                        and JP Morgan Active ETFs.

                                                                                     Former Directorships: Trustee of
                                                                                     Munder Funds to 2014. Trustee of
                                                                                     Victory Funds to 2015. Trustee of
                                                                                     O'Connor EQUUS (closed-end
                                                                                     investment company) to 2016.
------------------------------------------------------------------------------------------------------------------------------------
Jay C. Nadel             Trustee                        Self-Employed                Current Directorships: Trustee of
(Born: 1958)             (since 2016)                   Consultant since 2004.       City National Rochdale Funds,
                                                                                     Winton Series Trust, Winton
                                                                                     Diversified Opportunities Trust
                                                                                     (closed-end investment company)
                                                                                     and Gallery Trust. Director of
                                                                                     Lapolla Industries, Inc.

                                                                                     Former Directorships: Trustee of
                                                                                     Rochdale Investment Trust to 2013.
------------------------------------------------------------------------------------------------------------------------------------

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                         POSITION WITH TRUST                 PRINCIPAL
NAME AND YEAR OF         AND LENGTH OF TIME                OCCUPATIONS               OTHER DIRECTORSHIPS HELD IN THE
    BIRTH                     SERVED                    IN THE PAST 5 YEARS                   PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
Randall S. Yanker        Trustee                        Co-Founder and Senior        Current Directorships: Trustee of
(Born: 1960)             (since 2014)                   Partner, Alternative         Winton Series Trust, Winton
                                                        Asset Managers, L.P.         Diversified Opportunities Fund
                                                        since 2004.                  (closed-end investment company)
                                                                                     and Gallery Trust. Independent Non-
                                                                                     Executive Director of HFA Holdings
                                                                                     Limited.

                                                                                     Former Directorship: Trustee of
                                                                                     O'Connor EQUUS (closed-end
                                                                                     investment company) to 2016.
------------------------------------------------------------------------------------------------------------------------------------

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

INDIVIDUAL TRUSTEE QUALIFICATIONS

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

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

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

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

The Trust has concluded that Mr. Nadel should serve as Trustee because of the experience he gained in a variety of leadership roles with an audit firm and various financial services firms, his experience in and knowledge of the financial services industry, and the experience he has gained serving on other mutual fund and operating company boards.

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

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

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

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

S-46

adequacy of the Trust's internal financial controls; (viii) reviewing, in consultation with each fund's independent registered public accounting firm, major changes regarding auditing and accounting principles and practices to be followed when preparing each fund's financial statements; and (ix) other audit related matters. Mr. Hunt, Mr. Lemke, Mr. Nadel and Mr. Yanker currently serve as members of the Audit Committee. Mr. Nadel serves as the Chairman of the Audit Committee. The Audit Committee meets periodically, as necessary, and met four (4) times during the most recently completed fiscal year.

o GOVERNANCE COMMITTEE. The Board has a standing Governance Committee that is composed of each of the independent Trustees of the Trust. The Governance Committee operates under a written charter approved by the Board. The principal responsibilities of the Governance Committee include: (i) considering and reviewing Board governance and compensation issues; (ii) conducting a self-assessment of the Board's operations; (iii) selecting and nominating all persons to serve as independent Trustees and evaluating the qualifications of "interested" Trustee candidates; and (iv) reviewing shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the Trust's office. Mr. Hunt, Mr. Lemke, Mr. Nadel and Mr. Yanker currently serve as members of the Governance Committee. Mr. Lemke serves as the Chairman of the Governance Committee. The Governance Committee meets periodically, as necessary, and met four (4) times during the most recently completed fiscal year.

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

FUND SHARES OWNED BY BOARD MEMBERS. The following table shows the dollar amount range of each Trustee's "beneficial ownership" of shares of the Fund as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the SEC. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust.

-----------------------------------------------------------------------------------------------
                                  DOLLAR RANGE OF           AGGREGATE DOLLAR RANGE OF SHARES
       NAME                    FUND SHARES (FUND)(1)     (ALL FUNDS IN THE FUND COMPLEX) (1,2)
-----------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
-----------------------------------------------------------------------------------------------
William M. Doran                       None                               None
-----------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------------------
Jon C. Hunt                            None                               None
-----------------------------------------------------------------------------------------------
Thomas P. Lemke                        None                         $10,001 - $50,000
-----------------------------------------------------------------------------------------------
Jay C. Nadel                           None                               None
-----------------------------------------------------------------------------------------------
Randall S. Yanker                      None                               None
------------------ --------------------------- ------------------------------------------------

(1) Valuation date is December 31, 2015.
(2) The Trust is the only investment company in the Fund Complex.

BOARD COMPENSATION. The Trust paid the following fees to the Trustees during the fiscal year ended July 31, 2016.

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                                                         PENSION OR
                                                         RETIREMENT
                                                      BENEFITS ACCRUED     ESTIMATED ANNUAL               ESTIMATED TOTAL
                           AGGREGATE COMPENSATION        AS PART OF         BENEFITS UPON                  COMPENSATION
NAME                           FROM THE TRUST           FUND EXPENSES         RETIREMENT                  FROM THE TRUST(1)
------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
William M. Doran                    $0                      N/A                 N/A            $0 for service on one (1) board
------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
------------------------------------------------------------------------------------------------------------------------------------
Jon C. Hunt                        $36,375                  N/A                 N/A            $36,375  for service on one (1) board
------------------------------------------------------------------------------------------------------------------------------------
Thomas P. Lemke                    $36,375                  N/A                 N/A            $36,375  for service on one (1) board
------------------------------------------------------------------------------------------------------------------------------------
Jay C. Nadel(2)                    $10,500                  N/A                 N/A            $10,500  for service on one (1) board
------------------------------------------------------------------------------------------------------------------------------------
Randall S. Yanker                  $36,375                  N/A                 N/A            $36,375  for service on one (1) board
------------------------------------------------------------------------------------------------------------------------------------

(1) The Trust is the only investment company in the Fund complex.
(2) Joined the Board on June 9, 2016.

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

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

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NAME AND YEAR        POSITION WITH TRUST AND LENGTH OF           PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
OF BIRTH             TIME SERVED
------------------------------------------------------------------------------------------------------------------------------------
Michael Beattie      President                                   Director of Client Service, SEI Investments
(Born: 1965)         (since 2014)                                Company, since 2004.
------------------------------------------------------------------------------------------------------------------------------------
Robert Nesher        Vice Chairman                               SEI employee 1974 to present; currently performs
(Born: 1946)         (since 2014)                                various services on behalf of SEI Investments for
                                                                 which Mr. Nesher is compensated. Vice Chairman of
                                                                 Winton Series Trust, Winton Diversified Opportunities
                                                                 Fund (closed-end investment company) and Gallery
                                                                 Trust. President, Chief Executive Officer and
                                                                 Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust,
                                                                 SEI Institutional Managed Trust, SEI Institutional
                                                                 International Trust, SEI Institutional Investments
                                                                 Trust, SEI Asset Allocation Trust, Adviser
                                                                 Managed Trust, New Covenant Funds, SEI
                                                                 Insurance Products Trust and SEI Catholic Values
                                                                 Trust. President and Director of SEI Structured
                                                                 Credit Fund, LP. President, Chief Executive
                                                                 Officer and Director of SEI Alpha Strategy
                                                                 Portfolios, LP, June 2007 to September 2013.
                                                                 President and Director of SEI Opportunity Fund,
                                                                 L.P. to 2010. Vice Chairman of O'Connor EQUUS
                                                                 (closed-end investment company) to 2016. President,
                                                                 Chief Executive Officer and Trustee of SEI Liquid
                                                                 Asset Trust to 2016.
------------------------------------------------------------------------------------------------------------------------------------

S-48

------------------------------------------------------------------------------------------------------------------------------------
NAME AND YEAR        POSITION WITH TRUST AND LENGTH OF           PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
OF BIRTH             TIME SERVED
------------------------------------------------------------------------------------------------------------------------------------
Stephen Connors      Treasurer, Controller and Chief             Director, SEI Investments, Fund Accounting since
(Born: 1984)         Financial Officer                           December 2014. Audit Manager, Deloitte &
                     (since 2015)                                Touche LLP, from 2011 to 2014. Audit Supervisor,
                                                                 BBD, LLP (formerly Briggs, Bunting &
                                                                 Dougherty, LLP), from 2007 to 2011.
------------------------------------------------------------------------------------------------------------------------------------
Dianne M.            Vice President and Secretary                Counsel at SEI Investments since 2010. Associate
Descoteaux           (since 2014)                                at Morgan, Lewis & Bockius LLP from 2006 to
(Born: 1977)                                                     2010.
------------------------------------------------------------------------------------------------------------------------------------
Russell Emery        Chief Compliance Officer                    Chief Compliance Officer of SEI Structured Credit
(Born: 1962)         (since 2014)                                Fund, LP since June 2007. Chief Compliance
                                                                 Officer of SEI Alpha Strategy Portfolios, LP from
                                                                 June 2007 to September 2013. Chief Compliance
                                                                 Officer of The Advisors' Inner Circle Fund, The
                                                                 Advisors' Inner Circle Fund II, Bishop Street
                                                                 Funds, The KP Funds, Winton Series Trust,
                                                                 Winton Diversified Opportunities Fund (closed-
                                                                 end investment company), Gallery Trust, SEI
                                                                 Institutional Managed Trust, SEI Asset Allocation
                                                                 Trust, SEI Institutional International Trust, SEI
                                                                 Institutional Investments Trust, SEI Daily Income
                                                                 Trust, SEI Tax Exempt Trust, Adviser Managed Trust,
                                                                 New Covenant Funds, SEI Insurance Products Trust
                                                                 and SEI Catholic Values Trust. Chief Compliance Officer
                                                                 of SEI Opportunity Fund, L.P. until 2010. Chief
                                                                 Compliance Officer of O'Connor EQUUS (closed-
                                                                 end investment company) to 2016.
                                                                 Chief Compliance Officer of SEI Liquid Asset Trust
                                                                 to 2016.
------------------------------------------------------------------------------------------------------------------------------------
Lisa Whittaker       Vice President and Assistant Secretary      Attorney, SEI Investments Company (2012-
(Born: 1978)         (since 2014)                                present). Associate Counsel and Compliance
                                                                 Officer, The Glenmede Trust Company, N.A.
                                                                 (2011-2012). Associate, Drinker Biddle & Reath
                                                                 LLP (2006-2011).
------------------------------------------------------------------------------------------------------------------------------------
John Y. Kim          Vice President and Assistant Secretary      Attorney, SEI Investments Company (2014-
(Born: 1981)         (since 2014)                                present). Associate, Stradley Ronon Stevens &
                                                                 Young, LLP (2009-2014).
------------------------------------------------------------------------------------------------------------------------------------
Bridget E. Sudall    Privacy Officer                             Senior Associate and AML Officer, Morgan
(Born: 1980)         (since 2015)                                Stanley Alternative Investment Partners (2011-
                                                                 2015). Investor Services Team Lead, Morgan
                     Anti-Money Laundering Officer               Stanley Alternative Investment Partners (2007-
                     (since 2015)                                2011).
------------------------------------------------------------------------------------------------------------------------------------

S-49

PURCHASING AND REDEEMING SHARES

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

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

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

DETERMINATION OF NET ASSET VALUE

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

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

MONEY MARKET SECURITIES AND OTHER DEBT SECURITIES. If available, money market securities and other debt securities are priced based upon valuations provided by recognized independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing

S-50

agents may also value debt securities by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. Money market securities and other debt securities with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. If such prices are not available or determined to not represent the fair value of the security as of the Fund's pricing time, the security will be valued at fair value as determined in good faith using methods approved by the Board.

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

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

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

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

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

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

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

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

S-51

to time, will review these methods of valuation and will recommend changes which may be necessary to assure that the investments of the Fund are valued at fair value.

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

TAXES

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

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

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

In order to qualify as a RIC under the Code, the Fund must distribute annually to its shareholders at least 90% of its net investment income (which, includes dividends, taxable interest, and the excess of net short-term capital gains over net long-term capital losses, less operating expenses) and at least 90% of its net tax exempt interest income, for each tax year, if any (the "Distribution Requirement") and also must meet certain additional requirements. Among these requirements are the following: (i) at least 90% of the Fund's gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities, or foreign currencies, or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities, or currencies, and net income derived from an interest in a qualified publicly traded partnership (the "Qualifying Income Test"); and (ii) at the close of each quarter of the Fund's taxable year: (A) at least 50% of the value of the Fund's total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund's total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, including the equity securities of a qualified publicly traded partnership, and (B) not more than 25% of the value of the Fund's total assets is invested in the securities

S-52

(other than U.S. government securities or securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the "Asset Test").

Although the Fund intends to distribute substantially all of its net investment income and may distribute its capital gains for any taxable year, the Fund will be subject to federal income taxation to the extent any such income or gains are not distributed.

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

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

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

FEDERAL EXCISE TAX. Notwithstanding the Distribution Requirement described above, which generally requires the Fund to distribute at least 90% of its annual investment company taxable income and the excess of its exempt interest income (but does not require any minimum distribution of net capital gain), the Fund will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute, by the end of the calendar year at least 98% of its ordinary income and 98.2% of its capital gain net income (the excess of short- and long-term capital gains over short- and long-term capital losses) for the one-year period ending on October 31 of such year (including any retained amount from the prior calendar year on which the Fund paid no federal income tax). The Fund intends to make sufficient distributions to avoid liability for federal excise tax, but can make no assurances that such tax will be completely eliminated. The Fund may in certain circumstances be required to liquidate Fund investments in order to make sufficient distributions to avoid federal excise tax liability at a time when the Adviser might not

S-53

otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of the Fund to satisfy the requirement for qualification as a RIC.

DISTRIBUTIONS TO SHAREHOLDERS. The Fund receives income generally in the form of dividends and interest on investments. This income, plus net short-term capital gains, if any, less expenses incurred in the operation of the Fund, constitutes the Fund's net investment income from which dividends may be paid to you. Any distributions by the Fund from such income will be taxable to you as ordinary income or at the lower capital gains rates that apply to individuals receiving qualified dividend income, whether you take them in cash or in additional shares.

Distributions by the Fund are currently eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income on the securities it holds and the Fund reports the distributions as qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). A dividend will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held the shares on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the shares become "ex-dividend"
(which is the day on which declared distributions (dividends or capital gains)
are deducted from the Fund's assets before it calculates the net asset value) with respect to such dividend, (ii) the Fund has not satisfied similar holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder), (iii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iv) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Code. Therefore, if you lend your shares in the Fund, such as pursuant to a securities lending arrangement, you may lose the ability to treat dividends (paid while the shares are held by the borrower) as qualified dividend income. Distributions that the Fund receives from an ETF or an underlying fund taxable as a RIC or a REIT will be treated as qualified dividend income only to the extent so reported by such ETF, underlying fund or REIT.

Distributions by the Fund of its net short-term capital gains will be taxable as ordinary income. Capital gain distributions consisting of the Fund's net capital gains will be taxable as long-term capital gains for individual shareholders currently set at a maximum rate of 20% regardless of how long you have held your shares in the Fund.

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

S-54

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

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

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

Dividends declared to shareholders of record in October, November or December and actually paid in January of the following year will be treated as having been received by shareholders on December 31 of the calendar year in which declared. Under this rule, therefore, a shareholder may be taxed in one year on dividends or distributions actually received in January of the following year.

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

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

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

S-55

situation and to obtain more information about how cost basis reporting applies to them. Shareholders also should carefully review the cost basis information provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

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

Certain derivative investment by the Fund, such as exchange-traded products and over-the-counter derivatives, may not produce qualifying income for purposes of the "Qualifying Income Test" described above, which must be met in order for the Fund to maintain its status as a RIC under the Code. In addition, the determination of the value and the identity of the issuer of such derivative investments are often unclear for purposes of the "Asset Test" described above. The Fund intends to carefully monitor such investments to ensure that any non-qualifying income does not exceed permissible limits and to ensure that it is adequately diversified under the Asset Test. The Fund, however, may not be able to accurately predict the non-qualifying income from these investments and there are no assurances that the IRS will agree with the Fund's determination of the "Asset Test" with respect to such derivatives. Failure of the Asset Test might also result from a determination by the IRS that financial instruments in which the Fund invests are not securities.

The Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. The Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the Fund. These provisions may also require the Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out), which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirement and for avoiding the excise tax discussed above. Accordingly, in order to avoid certain income and excise taxes, the Fund may be required to liquidate its investments at a time when the investment adviser might not otherwise have chosen to do so.

S-56

In general, for purposes of the Qualifying Income Test described above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the Fund. However, 100% of the net income derived from an interest in a "qualified publicly traded partnership" (generally, a partnership (i) interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, (ii) that derives at least 90% of its income from the passive income sources specified in Code section 7704(d), and (iii) that derives less than 90% of its income from the same sources as described in the Qualifying Income Test) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.

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

The Fund may invest in REITs. Investments in REIT equity securities may require the Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. The Fund's investments in REIT equity securities may at other times result in the Fund's receipt of cash in excess of the REIT's earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to the Fund's shareholders for federal income tax purposes. Dividends paid by a REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the REIT's current and accumulated earnings and profits. Capital gain dividends paid by a REIT to the Fund will be treated as long-term capital gains by the Fund and, in turn, may be distributed by the Fund to its shareholders as a capital gain distribution. Dividends received by the Fund from a REIT generally will not constitute qualified dividend income or qualify for the dividends received deduction. If a REIT is operated in a manner such that it fails to qualify as a REIT, an investment in the REIT would become subject to double taxation, meaning the taxable income of the REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the REIT's current and accumulated earnings and profits.

REITs in which the Fund invests often do not provide complete and final tax information to the Fund until after the time that the Fund issues a tax reporting statement. As a result, the Fund may at times find it necessary to reclassify the amount and character of its distributions to you after it issues your tax reporting statement. When such reclassification is necessary, the Fund (or its administrative agent) will send you a corrected, final Form 1099-DIV to reflect the reclassified information. If you receive a corrected Form 1099-DIV, use the information on this corrected form, and not the information on the previously issued tax reporting statement, in completing your tax returns.

CERTAIN FOREIGN CURRENCY TAX ISSUES. The Fund's transactions in foreign currencies and forward foreign currency contracts will generally be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or

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capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require the Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirements and for avoiding the excise tax described above. The Fund intends to monitor its transactions, intends to make the appropriate tax elections, and intends to make the appropriate entries in its books and records when it acquires any foreign currency or forward foreign currency contract in order to mitigate the effect of these rules so as to prevent disqualification of the Fund as a RIC and minimize the imposition of income and excise taxes.

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

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

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

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

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

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

NON-U.S. INVESTORS. Any non-U.S. investors in the Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisors prior to investing in the Fund. Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income. The Fund may, under certain circumstances, report all or a portion of a dividend as an "interest-related dividend" or a "short-term capital gain dividend," which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short-term capital gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign shareholders from the sale or other disposition of shares of the Fund generally are not subject to U.S. taxation, unless the recipient is an individual who is physically present in the U.S. for 183 days or more per year. Foreign shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain payments from the Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding tax described in this paragraph. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

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Under legislation generally known as "FATCA" (the Foreign Account Tax Compliance Act), the Fund is required to withhold 30% of certain ordinary dividends it pays, and, after December 31, 2018, 30% of the gross proceeds of share redemptions and certain capital gain dividends it pays, to shareholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. person or non-U.S. individual that timely provides the certifications required by the Fund or its agent on a valid IRS Form W-9 or applicable IRS Form W-8, respectively. Shareholders potentially subject to withholding include foreign financial institutions ("FFIs"), such as non-U.S. investment funds, and non-financial foreign entities ("NFFEs"). To avoid withholding under FATCA, an FFI generally must enter into an information sharing agreement with the IRS in which it agrees to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S. account holders (which, in the case of an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify and provide other required information to the Fund or other withholding agent regarding its U.S. owners, if any. Such non-U.S. shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. shareholder resident or doing business in a country that has entered into an intergovernmental agreement with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

A non-U.S. entity that invests in the Fund will need to provide the Fund with documentation properly certifying the entity's status under FATCA in order to avoid FATCA withholding. Non-U.S. investors in the Fund should consult their tax advisors in this regard.

TAX SHELTER REPORTING REGULATIONS. Under U.S. Treasury regulations, generally, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC such as the Fund are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

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

Many states grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment requirements that must be met by the Fund. Investment in Ginnie Mae or Fannie Mae securities, banker's acceptances, commercial paper, and repurchase agreements collateralized by U.S. government securities do not generally qualify for such tax-free treatment. The rules on exclusion of this income are different for corporate shareholders. Shareholders are urged to consult their tax advisors regarding state and local taxes applicable to an investment in the Fund.

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

FUND TRANSACTIONS

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

In addition, the Adviser may place a combined order for two or more accounts it manages, including the Fund, engaged in the purchase or sale of the same security if, in its judgment, joint execution is in the best interest of each participant and will result in best price and execution. Transactions involving commingled orders are allocated in a manner deemed equitable to each account or fund. Although it is recognized that, in some cases, the joint execution of orders could adversely affect the price or volume of the security that a particular account or the

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Fund may obtain, it is the opinion of the Adviser that the advantages of combined orders outweigh the possible disadvantages of separate transactions.

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

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

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

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

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

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

SECURITIES OF "REGULAR BROKER-DEALERS." The Fund is required to identify any securities of its "regular brokers and dealers" (as such term is defined in the 1940 Act) that the Fund held during its most recent fiscal year. Because the Fund is new, as of the date of this SAI, the Fund did not hold any securities of its "regular brokers or dealers."

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

PORTFOLIO HOLDINGS

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

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

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Reports filed with the SEC on Form N-Q and Form N-CSR are not distributed to Fund shareholders but are available, free of charge, on the EDGAR database on the SEC's website at www.sec.gov. Should the Fund include only a Summary Schedule rather than a complete schedule of investments in its Semi-Annual and Annual Reports, its Form N-CSR will be available without charge, upon request, by calling 866-362-8333.

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

The Fund's policies and procedures provide that the Authorized Person may authorize disclosure of non-public portfolio holdings information to such parties at differing times and/or with different lag times. Prior to making any disclosure to a third party, the Authorized Person must determine that such disclosure serves a reasonable business purpose, is in the best interests of the Fund's shareholders and that to the extent conflicts between the interests of the Fund's shareholders and those of the Adviser, principal underwriter, or any affiliated person of the Fund exist, such conflicts are addressed. Portfolio holdings information may be disclosed no more frequently than monthly to ratings agencies, consultants and other qualified financial professionals or individuals. The disclosures will not be made sooner than three days after the date of the information. The Trust's Chief Compliance Officer will regularly review these arrangements and will make periodic reports to the Board regarding disclosure pursuant to such arrangements.

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

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

DESCRIPTION OF SHARES

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

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LIMITATION OF TRUSTEES' LIABILITY

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

PROXY VOTING

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

The Trust is required to disclose annually the Fund's complete proxy voting record during the most recent 12-month period ended June 30 on Form N-PX. This voting record is available: (i) without charge, upon request, by calling 866- 362-8333; and (ii) on the SEC's website at http://www.sec.gov.

CODES OF ETHICS

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

5% AND 25% SHAREHOLDERS

Because the Fund is new, as of the date of this SAI, the Fund did not have any beneficial owners to report.

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APPENDIX A

DESCRIPTION OF RATINGS

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

DESCRIPTION OF MOODY'S GLOBAL RATINGS

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

DESCRIPTION OF MOODY'S GLOBAL LONG-TERM RATINGS

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

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

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

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

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

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

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

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

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

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

A-1

HYBRID INDICATOR (HYB)

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

DESCRIPTION OF MOODY'S GLOBAL SHORT-TERM RATINGS

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

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

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

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

DESCRIPTION OF MOODY'S U.S. MUNICIPAL SHORT-TERM OBLIGATION RATINGS

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

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

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

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

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

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

A-2

DESCRIPTION OF MOODY'S DEMAND OBLIGATION RATINGS

In the case of variable rate demand obligations ("VRDOs"), a two-component rating is assigned: a long or short-term debt rating and a demand obligation rating. The first element represents Moody's evaluation of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of risk associated with the ability to receive purchase price upon demand ("demand feature"). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade ("VMIG") scale.

Moody's demand obligation ratings are as follows:

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

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

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

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

DESCRIPTION OF S&P'S ISSUE CREDIT RATINGS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CC An obligation rated 'CC' is currently highly vulnerable to nonpayment. The 'CC' rating is used when a default has not yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.

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

D An obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.

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

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

DESCRIPTION OF S&P'S SHORT-TERM ISSUE CREDIT RATINGS

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

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

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

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

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

D A short-term obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.

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

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

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

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

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

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

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

SP-3 Speculative capacity to pay principal and interest.

DESCRIPTION OF FITCH'S CREDIT RATINGS

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

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

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

In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instrument's documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a

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higher or lower standard than that implied in the obligation's documentation). In such cases, the agency will make clear the assumptions underlying the agency's opinion in the accompanying rating commentary.

DESCRIPTION OF FITCH'S LONG-TERM CORPORATE FINANCE OBLIGATIONS RATINGS

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

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

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

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

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

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

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

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

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

Defaulted obligations typically are not assigned 'RD' or 'D' ratings, but are instead rated in the 'B' to 'C' rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

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

DESCRIPTION OF FITCH'S SHORT-TERM RATINGS

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

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for obligations in U.S. public finance markets.

Fitch's short-term ratings are as follows:

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

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

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

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

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

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

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

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APPENDIX B

GQG PARTNERS
PROXY VOTING POLICIES AND PROCEDURES

A. BACKGROUND

Rule 206(4)-6 under the Advisers Act requires every investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interest of its clients. The procedures must address material conflicts that may arise in connection with proxy voting. The rule further requires the adviser to provide a concise summary of the adviser's proxy voting process and offer to provide copies of the complete proxy voting policy and procedures to clients upon request. Lastly, the Rule requires that the adviser disclose to clients how they may obtain information on how the adviser voted their proxies.

GQG votes proxies for the majority of its clients, and therefore has adopted and implemented these Proxy Voting Policies and Procedures.

B. POLICY

It is the policy of GQG to vote proxies in the interest of maximizing value for GQG's clients. Proxies are an asset of a client, which should be treated by GQG with the same care, diligence, and loyalty as any asset belonging to a client. To that end, GQG will vote in a way that it believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline the least. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote.

Any general or specific proxy voting guidelines provided by an advisory client or its designated agent in writing will supersede this policy. Clients may wish to have their proxies voted by an independent third party or other named fiduciary or agent, at the client's cost.

C. PROCEDURES

GQG's portfolio managers are responsible to timely vote (or determine not to vote), in accordance with this policy, proxies of securities held in each Account for which they are responsible. Upon written request, Clients can take responsibility for voting their own proxies, or can give us instructions about how to vote their respective shares. For Clients retaining responsibility to vote their own proxies, the Clients must arrange with their custodian to ensure they receive applicable proxies.

GQG has retained Institutional Shareholder Services ("voting agent") to assist in the coordination and voting of client proxies. The GQG operations team is responsible for managing the relationship with the voting agent and for ensuring that all proxies are being properly voted and that the voting agent is retaining all of the appropriate proxy voting records.

Key elements of the proxy voting process include obtaining proxy materials for vote, determining the vote on each issue, voting and maintaining the records required.

o OBTAINING PROXY MATERIALS. We instruct clients' custodians to deliver proxy materials for accounts of clients who have given us voting authority. Delivery is made to our voting agent. Periodic reconciliation of holdings and ballots is designed to reveal any failure to deliver ballots for client holdings.

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o DETERMINING THE VOTE. GQG's voting policy is to determine its vote based on what is most likely to further the economic value of each investment for the expected holding period. Ultimately each vote is cast on a case-by-case basis, taking into account the relevant circumstances at the time of each vote. The guidelines we have established with our voting agent are intended as a reflection of proxy voting decisions most likely to maximize the ultimate value of assets under management.

o VOTING. Using the Internet, our voting agent posts the pending proxy notices and ballots as well as its analysis and recommendations. Portfolio managers have responsibility for voting proxies for securities held in the portfolios they manage. They review the issues and the voting agent's own analysis and then vote each issue, in accordance with our policy. If a portfolio manage deems it beneficial, before casting the vote, the portfolio manager may confer with other members of the investment team, including our analysts most familiar with the security.

o MAINTAINING RECORDS. With the assistance of our voting agent, we maintain records of our policies and procedures, proxy statements received, each vote cast, any documents we create material to our decision making and any client's written request for proxy voting records as well as our written response to any client request for such records.

o CONFLICTS OF INTEREST. Any material conflict between our interests and those of a client will be resolved in the best interests of our client. In the event we become aware of such a conflict, we will (a) disclose the conflict and obtain the client's consent before voting its shares, (b) vote in accordance with a pre-determined policy based on the independent analysis and recommendation of our voting agent or (c) make other voting arrangements consistent with our fiduciary obligations.

o SHARES NOT VOTED. Our procedures are reasonably designed to assure that we vote every eligible share, however there are circumstances in which we may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. These circumstances include:

o Share blocking countries restrict share transactions for various periods surrounding the meeting date. We have taken the position that share liquidity generally has a higher value than the vote and usually do not vote shares subject to transaction restrictions.

o Still other countries require re-registration of shares to enter a proxy vote, effectively preventing exercise of investment discretion to sell shares for a substantial period of time. The same logic suggests that we not attempt to vote those shares.

o Some international markets require special powers of attorney to vote certain ordinary shares. These markets are few and our ordinary share holdings relatively modest when weighed against the onerous documentation requirements and generally we have determined not to attempt to qualify our proxy votes for these shares.

o Lack of adequate information or untimely receipt of proxy materials from the issuer or other resolution sponsor may prevent analysis or entry of a vote by voting deadlines.

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o Certain security lending programs may prevent us from voting proxies when the underlying securities have been lent out and are therefore unavailable to be voted.

o OBTAINING ADDITIONAL INFORMATION. Clients may obtain a report showing how we voted their shares upon request. In addition, clients may also request a copy of our general Proxy Voting Policy statement and the GQG-specific Proxy Voting Guidelines used by our voting agent.

D. GENERAL VOTING POLICY FOR ERISA ACCOUNTS

According to the Department of Labor, the fiduciary act of managing plan assets that are shares of corporate stock includes the voting of proxies (unless the voting right is properly reserved by the named fiduciary). The investment manager's decision may not be directed, nor may the manager be relieved of liability by delegating the responsibility. Managers should have documented guidelines and are required to maintain accurate voting records.

Voting rights have economic value, and the manager has a duty to evaluate issues that can have an impact on the economic value of the stock and to vote on those issues. Voting decisions must be based on the ultimate economic interest of the plan, viewing the plan as a separate legal entity designed to provide retirement income and security. This means analyzing the vote for its impact on the ultimate economic value of the investment (the stock) during the period in which the plan intends to hold the investment. With respect to takeovers, plans are not required to accept the deal if they judge that their plans will achieve a higher economic value by holding the shares.

Given the above obligations and objectives, the guidelines we have established with our voting agent are intended as a reflection of proxy voting decisions most likely to maximize the ultimate value of assets under management. Specific situations and resolution language will vary and therefore continuing judgment must be exercised in applying the guidelines.

E. APPLICABILITY OF GUIDELINES FOR ALL ACCOUNTS

In the absence of unique client constraints or instructions acceptable in non-fiduciary situations, the guidelines should also serve for voting on all accounts under management.

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PART C: OTHER INFORMATION

ITEM 28. EXHIBITS:

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

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

(b) Registrant's Amended and Restated By-Laws, dated September 18, 2014, is incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001760 on September 28, 2016.

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

(d)(1)(ii) Amended and Restated Investment Advisory Agreement, dated December 11, 2014, between the Registrant and Nomura Asset Management U.S.A. Inc. ("NAM USA"), relating to the Nomura High Yield Fund, is incorporated herein by reference to Exhibit (d)(1)(ii) of Post-Effective Amendment No. 22 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000034 on January 28, 2015.

(d)(1)(iii) Investment Advisory Agreement, dated December 5, 2016, between the Registrant and Fiera Capital Inc. ("Fiera"), relating to the Fiera Capital Diversified Alternatives Fund, is filed herewith.

(d)(1)(iv) Investment Advisory Agreement, dated December 15, 2014, between the Registrant and Logan Circle Partners L.P. ("Logan Circle Partners"), relating to the Logan Circle Partners Core Plus Fund and Logan Circle Partners Multi-Sector Fixed Income Fund (together, the "Logan Circle Partners Funds"), is incorporated herein by reference to Exhibit (d)(1)(iv) of Post-Effective Amendment No. 20 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000799 on December 24, 2014.

(d)(1)(v) Investment Advisory Agreement, dated February 26, 2015, between the Registrant and Knights of Columbus Asset Advisors LLC ("Knights of Columbus Asset Advisors"), relating to the Knights of Columbus Core Bond Fund, Knights of Columbus Limited Duration Bond Fund, Knights of Columbus Large Cap Growth Fund, Knights of Columbus Large Cap Value Fund, Knights of Columbus Small Cap Equity Fund and Knights of Columbus International Equity Fund (together, the "Knights of Columbus Funds"), is incorporated herein by reference to Exhibit
(d)(1)(v) of Post-Effective Amendment No. 24 to

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the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000079 on February 26, 2015.

(d)(1)(vi) Investment Advisory Agreement, dated October 30, 2015, between the Registrant and Chiron Investment Management, LLC ("Chiron"), relating to the Chiron Capital Allocation Fund, is incorporated herein by reference to Exhibit
(d)(1)(vii) of Post-Effective Amendment No. 61 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000852 on November 23, 2015.

(d)(1)(vii) Investment Advisory Agreement, dated October 30, 2015, between the Registrant and PineBridge Investments LLC ("PineBridge"), relating to the PineBridge Dynamic Asset Allocation Fund, is incorporated herein by reference to Exhibit (d)(1)(viii) of Post-Effective Amendment No. 64 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000935 on December 23, 2015.

(d)(1)(viii) Investment Advisory Agreement, dated September 22, 2016, between the Registrant and Strategic Global Advisors, LLC ("Strategic Global Advisors"), relating to the SGA International Equity Fund, SGA International Equity Plus Fund, SGA International Small Cap Equity Fund and SGA Global Equity Fund (together, the "Strategic Global Advisors Funds"), is incorporated herein by reference to Exhibit (d)(1)(viii) of Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001760 on September 28, 2016.

(d)(1)(ix) Investment Advisory Agreement, dated November 1, 2016, between the Registrant and RWC Asset Advisors (US) LLC ("RWC"), relating to the RWC Global Emerging Equity Fund, is filed herewith.

(d)(1)(x) Investment Advisory Agreement, dated October 19, 2016, between the Registrant and Chilton Investment Company, LLC ("Chilton"), relating to the Chilton Strategic European Equities Fund, is incorporated herein by reference to Exhibit (d)(1)(x) of Post-Effective Amendment No. 77 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001808 on October 28, 2016.

(d)(1)(xi) Investment Advisory Agreement, dated December 15, 2016, between the Registrant and GQG Partners LLC ("GQG Partners"), relating to the GQG Partners Emerging Markets Equity Fund, is filed herewith.

(d)(1)(xii) Investment Advisory Agreement, dated [ ], between the Registrant and Fischer Francis Trees & Watts, Inc. ("FFTW"), relating to the BNP Paribas AM Absolute Return Fixed Income Fund, BNP Paribas AM Global Inflation-Linked Bond Fund, BNP Paribas AM Emerging Markets Debt Fund, BNP Paribas AM Emerging Markets Equity Fund, BNP Paribas AM MBS Fund and BNP Paribas AM U.S. Small Cap Equity Fund (together, the "BNP Paribas AM Funds"), to be filed by amendment.

(d)(2)(i) Amended and Restated Investment Sub-Advisory Agreement, dated December 11, 2014, between NAM USA and Nomura Corporate Research and Asset Management Inc. ("NCRAM") is incorporated herein by reference to Exhibit
(d)(2)(i) of Post-Effective Amendment No. 22 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000034 on January 28, 2015.

(d)(2)(ii) [Amended and Restated] Investment Sub-Advisory Agreement, dated [ ], between Fiera and Ellington Management Group, L.L.C. ("Ellington"), to be filed by amendment.

(d)(2)(iii) [Amended and Restated] Investment Sub-Advisory Agreement, dated [ ], between Fiera and Karya Capital Management LP ("Karya"), to be filed by amendment.

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(d)(2)(iv) [Amended and Restated] Investment Sub-Advisory Agreement, dated [ ], between Fiera and Mizuho Alternative Investments, LLC ("MAI"), to be filed by amendment.

(d)(2)(v) Investment Sub-Advisory Agreement, dated November 1, 2016, between Fiera and Acadian Asset Management LLC ("Acadian"),is filed herewith.

(d)(2)(vi) Investment Sub-Advisory Agreement, dated November 10, 2014, between Rothschild Larch Lane and Winton Capital US LLC, is incorporated herein by reference to Exhibit (d)(2)(vi) of Post-Effective Amendment No. 45 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000464 on July 14, 2015.

(d)(2)(vii) Investment Sub-Advisory Agreement, dated February 26, 2015, between Knights of Columbus Asset Advisors and Boston Advisors, LLC ("Boston Advisors"), is incorporated herein by reference to Exhibit (d)(2)(vi) of Post-Effective Amendment No. 24 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000079 on February 26, 2015.

(d)(2)(viii) Investment Sub-Advisory Agreement, dated [ ], between FFTW and BNP Paribas Investment Partners UK Ltd ("BNPP IP UK"), to be filed by amendment.

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

(d)(3)(ii) Expense Limitation Agreement between the Registrant and NAM USA, relating to the Nomura High Yield Fund, is incorporated herein by reference to Exhibit (d)(3)(ii) of Post-Effective Amendment No. 15 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 001135428-14-000692 on November 4, 2014.

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

(d)(3)(iv) Expense Limitation Agreement, dated December 15, 2014, between the Registrant and Logan Circle Partners, relating to the Logan Circle Partners Funds, is incorporated herein by reference to Exhibit (d)(3)(iv) of Post-Effective Amendment No. 20 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000799 on December 24, 2014.

(d)(3)(v) Amended and Restated Expense Limitation Agreement, dated June 24, 2015, between the Registrant and Knights of Columbus Asset Advisors, relating to the Knights of Columbus Funds, is incorporated herein by reference to Exhibit (d)(3)(v) of Post-Effective Amendment No. 45 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000464 on July 14, 2015.

(d)(3)(vi) Amended Schedule A, amended as of February 29, 2016 to the Amended and Restated Expense Limitation Agreement, dated June 24, 2015, between the Registrant and Knights of Columbus Asset Advisors, relating to the Knights of Columbus Funds, is incorporated herein by reference to Exhibit (d)(3)(vi) of Post-Effective Amendment No. 68 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001068 on February 26, 2016.

C-3

(d)(3)(vii) Expense Limitation Agreement, dated October 20, 2015, between the Registrant and Chiron, relating to the Chiron Capital Allocation Fund, is incorporated herein by reference to Exhibit (d)(3)(vii) of Post-Effective Amendment No. 61 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000852 on November 23, 2015.

(d)(3)(viii) Expense Limitation Agreement, dated December 23, 2015, between the Registrant and PineBridge, relating to the PineBridge Dynamic Asset Allocation Fund, is incorporated herein by reference to Exhibit (d)(3)(viii) of Post-Effective Amendment No. 64 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000935 on December 23, 2015.

(d)(3)(ix) Expense Limitation Agreement, dated September 22, 2016, between the Registrant and Strategic Global Advisors, relating to the Strategic Global Advisors Funds, is incorporated herein by reference to Exhibit (d)(3)(ix) of Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001760 on September 28, 2016.

(d)(3)(x) Expense Limitation Agreement, dated November 1, 2016, between the Registrant and RWC, relating to the RWC Global Emerging Equity Fund, is filed herewith.

(d)(3)(xi) Expense Limitation Agreement, dated October 19, 2016, between the Registrant and Chilton, relating to the Chilton Strategic European Equities Fund, is incorporated herein by reference to Exhibit (d)(3)(xi) of Post-Effective Amendment No. 77 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001808 on October 28, 2016.

(d)(3)(xii) Expense Limitation Agreement, dated December 15, 2016, between the Registrant and GQG Partners, relating to the GQG Partners Emerging Markets Equity Fund, is filed herewith.

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

(f) Not Applicable.

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

(g)(1)(ii) Amended Schedule I, dated October 1, 2014, to the Custodian Agreement, dated February 19, 2014, between the Registrant and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) is incorporated herein by reference to Exhibit (g)(1)(ii) of Post-Effective Amendment No. 15 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 001135428-14-000692 on November 4, 2014.

C-4

(g)(2) Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman & Co. is incorporated herein by reference to Exhibit
(g)(3) of Post-Effective Amendment No. 45 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000464 on July 14, 2015.

(g)(2)(i) Amended Schedule I, dated September 27, 2016, to the Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman & Co., is incorporated herein by reference to Exhibit (g)(2)(i) of Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001760 on September 28, 2016.

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

(h)(1)(ii) Amendment No. 1, dated March 31, 2016, to the Administration Agreement, dated February 12, 2014, between the Registrant and SEI GFS, is incorporated herein by reference to Exhibit (h)(1)(ii) of Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001760 on September 28, 2016.

(h)(1)(iii) Amendment No. 2, dated June 23, 2016, to the Administration Agreement, dated February 12, 2014, between the Registrant and SEI GFS, is incorporated herein by reference to Exhibit (h)(1)(iii) of Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001760 on September 28, 2016.

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

(h)(1)(v) Series Schedule relating to the Nomura High Yield Fund, dated March 27, 2014, to the Administration Agreement, dated February 12, 2014, between the Registrant and SEI GFS, is incorporated herein by reference to Exhibit
(h)(1)(iii) of Post-Effective Amendment No. 15 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 001135428-14-000692 on November 4, 2014.

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

(h)(1)(vii) Series Schedule relating to the Logan Circle Partners Funds, dated November 30, 2014, to the Administration Agreement, dated February 12, 2014, between the Registrant and SEI GFS, is incorporated herein by reference to Exhibit (h)(1)(v) of Post-Effective Amendment No. 20 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000799 on December 24, 2014.

C-5

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

(h)(2)(i)(a) Advisor Complex Schedule relating to the NorthPointe Funds, dated March 13, 2014, to the Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., is incorporated herein by reference to Exhibit (h)(2)(i)(a) of Post-Effective Amendment No. 53 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000574 on August 26, 2015.

(h)(2)(i)(b) Advisor Complex Schedule relating to the Fiera Capital Diversified Alternatives Fund (f/k/a Rothschild Larch Lane Alternatives Fund), dated July 25, 2014, to the Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., is incorporated herein by reference to Exhibit
(h)(2)(i)(b) of Post-Effective Amendment No. 53 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000574 on August 26, 2015.

(h)(2)(i)(c) Advisor Complex Schedule relating to the Nomura High Yield Fund, dated November 5, 2014, to the Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., is incorporated herein by reference to Exhibit (h)(2)(i)(c) of Post-Effective Amendment No. 53 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000574 on August 26, 2015.

(h)(2)(i)(d) Advisor Complex Schedule relating to the Logan Circle Partners Funds, dated December 18, 2014, to the Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., is incorporated herein by reference to Exhibit (h)(2)(i)(d) of Post-Effective Amendment No. 53 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000574 on August 26, 2015.

(h)(2)(i)(e) Advisor Complex Schedule relating to the Knights of Columbus Funds, dated January 21, 2015, to the Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., to be filed by amendment.

(h)(2)(i)(f) Advisor Complex Schedule relating to the Strategic Global Advisors Funds, dated September 30, 2016, to the Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., is incorporated herein by reference to Exhibit (h)(2)(i)(f) of Post-Effective Amendment No. 77 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001808 on October 28, 2016.

(h)(2)(i)(g) Advisor Complex Schedule relating to the RWC Global Emerging Equity Fund, dated [ ], to the Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., to be filed by amendment.

(h)(2)(i)(h) Advisor Complex Schedule relating to the GQG Partners Emerging Markets Equity Fund, dated [ ], to the Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., to be filed by amendment.

C-6

(h)(2)(ii) Transfer Agency Services Agreement, dated August 18, 2015, between the Registrant and Atlantic Shareholder Services, LLC, is incorporated herein by reference to Exhibit (h)(2)(ii) of Post-Effective Amendment No. 53 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000574 on August 26, 2015.

(h)(2)(ii)(a) Amendment, dated November 3, 2015, to the Transfer Agency Services Agreement, dated August 18, 2015, between the Registrant and Atlantic Shareholder Services, LLC, is incorporated herein by reference to Exhibit
(h)(2)(ii)(a) of Post-Effective Amendment No. 61 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000852 on November 23, 2015.

(h)(2)(ii)(b) Amendment, dated October 2016, to the Transfer Agency Services Agreement, dated August 18, 2015, between the Registrant and Atlantic Shareholder Services, LLC, is incorporated herein by reference to Exhibit
(h)(2)(ii)(b) of Post-Effective Amendment No. 77 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001808 on October 28, 2016.

(h)(2)(ii)(c) Amendment, dated [ ], to the Transfer Agency Services Agreement, dated August 18, 2015, between the Registrant and Atlantic Shareholder Services, LLC, to be filed by amendment.

(h)(3)(i) Amended and Restated Shareholder Services Plan, dated December 10, 2015, is incorporated herein by reference to Exhibit (h)(3) of Post-Effective Amendment No. 68 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001068 on February 26, 2016.

(h)(3)(ii) Amended Exhibit A, dated December 8, 2016, to the Amended and Restated Shareholder Services Plan, dated December 10, 2015, is filed herewith.

(i) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP, relating to the GQG Partners Emerging Markets Equity Fund, is filed herewith.

(j) Not Applicable.

(k) Not Applicable.

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

(m)(1) Amended and Restated Distribution Plan, dated March 3, 2015, is incorporated herein by reference to Exhibit (m)(1) of the Registrant's Post-Effective Amendment No. 45 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000464 on July 14, 2015.

(m)(2) Amended Schedule A, dated [ ], to the Amended and Restated Distribution Plan, dated March 3, 2015, to be filed by amendment.

(n)(1) Registrant's Amended and Restated Rule 18f-3 Multiple Class Plan, dated February 12, 2014, including Schedules and Certificates of Class Designation thereto, is incorporated herein by reference to Exhibit (n) of Post-Effective Amendment No. 12 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000655 on October 7, 2014.

C-7

(n)(2) Schedule D and Certificates of Class Designation to the Registrant's Amended and Restated Rule 18f-3 Plan, dated February 12, 2014, relating to the Knights of Columbus Funds, is incorporated herein by reference to Exhibit
(n)(2) of Post-Effective Amendment No. 45 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000464 on July 14, 2015.

(n)(3) Schedule F and Certificates of Class Designation to the Registrant's Amended and Restated Rule 18f-3 Plan, dated February 12, 2014, relating to the PineBridge Dynamic Asset Allocation Fund, is incorporated herein by reference to Exhibit (n)(4) of Post-Effective Amendment No. 64 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000935 on December 23, 2015.

(n)(4) Schedule G and Certificates of Class Designation to the Registrant's Amended and Restated Rule 18f-3 Plan, dated February 12, 2014, relating to the Strategic Global Advisors Funds, is incorporated herein by reference to Exhibit
(n)(4) of Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001760 on September 28, 2016.

(n)(5) Schedule H and Certificates of Class Designation to the Registrant's Amended and Restated Rule 18f-3 Plan, dated February 12, 2014, relating to the RWC Global Emerging Equity Fund, is incorporated herein by reference to Exhibit
(n)(5) of Post-Effective Amendment No. 76 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001783 on October 21, 2016.

(n)(6) Schedule I and Certificates of Class Designation to the Registrant's Amended and Restated Rule 18f-3 Plan, dated February 12, 2014, relating to the GQG Partners Emerging Markets Equity Fund, is filed herewith.

(n)(7) Schedule J and Certificates of Class Designation to the Registrant's Amended and Restated Rule 18f-3 Plan, dated February 12, 2014, relating to the BNP Paribas AM Funds, to be filed by amendment.

(o) Not Applicable.

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

(p)(2) SEI Investments Distribution Co. Code of Ethics, dated September 1, 2015, is incorporated herein by reference to Exhibit (p)(2) of the Registrant's Post-Effective Amendment No. 66 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001002 on January 28, 2016.

(p)(3) SEI Investments GFS Code of Ethics, dated February 2015, is incorporated herein by reference to Exhibit (p)(3) of the Registrant's Post-Effective Amendment No. 66 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001002 on January 28, 2016.

(p)(4) NorthPointe Capital, LLC Code of Ethics, dated March 2013, is incorporated herein by reference to Exhibit (p)(4) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

C-8

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

(p)(6) Fiera Code of Ethics, dated June 2016, is filed herewith.

(p)(7) Ellington Code of Ethics, dated September 10, 2014, is incorporated herein by reference to Exhibit (p)(7) of Post-Effective Amendment No. 25 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000093 on February 27, 2015.

(p)(8) Karya Code of Ethics, dated October 1, 2015, is filed herewith.

(p)(9) MAI Code of Ethics, dated December 31, 2014, is incorporated herein by reference to Exhibit (p)(9) of Post-Effective Amendment No. 68 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001068 on February 26, 2016.

(p)(10) Logan Circle Partners Code of Ethics is incorporated herein by reference to Exhibit (p)(11) of Post-Effective Amendment No. 12 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000655 on October 7, 2014.

(p)(11) Knights of Columbus Asset Advisors Code of Ethics, dated December 1, 2014, is incorporated herein by reference to Exhibit (p)(12) of Post-Effective Amendment No. 24 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000079 on February 26, 2015.

(p)(12) Boston Advisors Code of Ethics, dated December 2013, is incorporated herein by reference to Exhibit (p)(13) of Post-Effective Amendment No. 24 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000079 on February 26, 2015.

(p)(13) Chiron Code of Ethics is incorporated herein by reference to Exhibit
(p)(15) of Post-Effective Amendment No. 61 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000852 on November 23, 2015.

(p)(14) PineBridge Code of Ethics, dated May 12, 2015, is incorporated herein by reference to Exhibit (p)(16) of Post-Effective Amendment No. 64 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000935 on December 23, 2015.

(p)(15) Strategic Global Advisors Code of Ethics, dated December 29, 2015, is incorporated herein by reference to Exhibit (p)(16) of Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001760 on September 28, 2016.

(p)(16) RWC Code of Ethics, dated April 2016, is incorporated herein by reference to Exhibit (p)(17) of Post-Effective Amendment No. 76 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001783 on October 21, 2016.

C-9

(p)(17) Chilton Code of Ethics, dated September 2015, is incorporated herein by reference to Exhibit (p)(18) of Post-Effective Amendment No. 77 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001808 on October 28, 2016.

(p)(18) GQG Partners Code of Ethics is filed herewith.

(p)(19) FFTW Code of Ethics, dated [ ], to be filed by amendment.

(p)(20) BNPP IP UK Code of Ethics, dated [ ], to be filed by amendment.

(p)(21) Acadian Asset Management LLC Code of Ethics, dated January 2016, is filed herewith.

(q)(1) Powers of Attorney, each dated February 12, 2014, for Michael Beattie, William M. Doran, Jon C. Hunt, Thomas P. Lemke and Randall S. Yanker, are incorporated herein by reference to Exhibit (q) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

(q)(2) Power of Attorney, dated September 17, 2015, for Mr. Stephen Connors, is incorporated herein by reference to Exhibit (q)(2) of Post-Effective Amendment No. 58 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-15-000803 on October 9, 2015.

(q)(3) Power of Attorney, dated June 27, 2016, for Mr. Jay Nadel, is incorporated herein by reference to Exhibit (q)(3) of Post-Effective Amendment No. 70 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001473 on July 15, 2016.

(q)(4) Resolution adopted by the Board of Trustees of the Registrant on February 12, 2014, is incorporated herein by reference to Exhibit (q)(4) of Post-Effective Amendment No. 78 to the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-16-001834 on November 4, 2016.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

Not Applicable.

ITEM 30. INDEMNIFICATION:

A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in Article VII of the Trust's Agreement and Declaration of Trust, for any act, omission or obligation of the Trust, of such Trustee, or of any other Trustee. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, investment adviser or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The Trust shall indemnify each Person who is, or has been, a Trustee, officer, employee or agent of the Trust and any Person who is serving or has served at the Trust's request as a trustee, officer, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise to the extent and in the manner provided in the Trust's By-Laws.

C-10

All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series, or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees' discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on the liability of each Series exists and such note, bond, contract, instrument, certificate or undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust or by a Trustee or Trustees in such capacity and not individually or by an officer or officers in such capacity and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such notice or recital shall in no way operate to bind any Trustees, officers or Shareholders individually.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS:

The following lists any other business, profession, vocation or employment of a substantial nature in which each investment adviser (including sub-advisers), and each director, officer or partner of that investment adviser (or sub-adviser), is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, officer, employee, partner, or trustee. Unless noted below, none of the investment advisers (or sub-advisers) and/or directors, officers or partners of each investment adviser (or sub-adviser) is or has been engaged within the last two fiscal years in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

ACADIAN ASSET MANAGEMENT LLC

Acadian Asset Management LLC ("Acadian") serves as the investment sub-adviser to the Registrant's Fiera Capital Diversified Alternatives Fund. The principal address of Acadian is 260 Franklin Street, Boston, Massachusetts 02110. Acadian is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information below is provided as of [date]. [To be updated by amendment.]

C-11

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    NAME AND POSITION           NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
WITH INVESTMENT ADVISER         ADDRESS OF OTHER COMPANY              OTHER COMPANY
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BNP PARIBAS INVESTMENT PARTNERS UK LTD

BNP Paribas Investment Partners UK Limited ("BNPP IP UK") serves as the investment sub-adviser to the Registrant's BNP Paribas AM Emerging Markets Debt Fund. The principal address of BNPP IP UK is 5 Aldermanbury Square, London EC2V 7BP, United Kingdom. BNPP IP UK is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information below is provided as of [date]. [To be updated by amendment.]

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    NAME AND POSITION           NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
WITH INVESTMENT ADVISER         ADDRESS OF OTHER COMPANY              OTHER COMPANY
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BOSTON ADVISORS, LLC

Boston Advisors, LLC ("Boston Advisors") serves as investment sub-adviser for the Registrant's Knights of Columbus Large Cap Growth Fund, Knights of Columbus Large Cap Value Fund, Knights of Columbus Small Cap Equity Fund and Knights of Columbus International Equity Fund. The principal address of Boston Advisors is One Liberty Square, 10th Floor, Boston, Massachusetts 02109. Boston Advisors is an investment adviser registered under the Investment Advisers Act of 1940, as amended. During the fiscal years ended October 31, 2014 and 2015, no director, officer or partner of Boston Advisors engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

CHILTON INVESTMENT COMPANY, LLC

Chilton Investment Company, LLC ("Chilton") serves as investment adviser for the Registrant's Chilton Strategic European Equities Fund. The principal address of Chilton is 1290 East Main Street, Stamford, Connecticut 06902. Chilton is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended October 31, 2014 and 2015.

------------------------------------------------------------------------------------------------------
     NAME AND POSITION           NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER         ADDRESS OF OTHER COMPANY              OTHER COMPANY
------------------------------------------------------------------------------------------------------
Richard L. Chilton, Jr.          Chilton Trust Company                 Founder, Chairman, Chief
Chairman of the Board,           396 Royal Palm Way                    Investment Officer & Director
Chief Executive Officer &        Palm Beach, Florida 33480
Chief Investment Officer
------------------------------------------------------------------------------------------------------

C-12

-----------------------------------------------------------------------------------------------------------
     NAME AND POSITION                NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER              ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------------------
                                      Chilton Investment Services           Founder, Chairman, Chief
                                          1290 East Main Street             Investment Officer & Director
                                     Stamford, Connecticut 06902
                                   Chilton International (BVI) Ltd.         Director
                                Chilton Strategic Value International       Director
                                                II (BVI) Ltd.
                                Chilton European International (BVI)        Director
                                                Ltd.
                                    Chilton Small Cap & Mid Cap             Director
                                         International (BVI) Ltd.

                                Chilton Investment Partners, L.P.           Partnership Board
                                Chilton Opportunity Trust, L.P.             Partnership Board
                                Chilton Strategic Value Partners, L.P.      Partnership Board
                                Chilton QP European Partners, L.P.          Partnership Board
                                Chilton Small Cap & Mid Cap                 Partnership Board
                                Partners, L.P.
-----------------------------------------------------------------------------------------------------------
                                   Chilton International (BVI) Ltd.         Director
                                Chilton Strategic Value International       Director
                                           II (BVI) Ltd.
                                Chilton European International (BVI)        Director
                                                Ltd.
                               Chilton Small Cap & Mid Cap                  Director
                                    International (BVI) Ltd.

                                Chilton Investment Partners, L.P.           Partnership Board
                                Chilton Opportunity Trust, L.P.             Partnership Board
                                Chilton Strategic Value Partners, L.P.      Partnership Board
James Steinthal                 Chilton QP European Partners, L.P.          Partnership Board
Director, President, Chief      Chilton Small Cap & Mid Cap                 Partnership Board
Operating Officer &             Partners, L.P.
General Counsel
                                  Chilton Investment Company, Ltd.          Director, Vice President,
                                       33 Sackville Street                  Compliance Officer, FATCA
                                       London W1S 3EB                       Responsible Officer & Secretary
                                        United Kingdom

                                    Chilton Trust Company                   Executive Vice President,
                                     396 Royal Palm Way                     General Counsel
                                 Palm Beach, Florida 33480

                                 Chilton Investment Services                Executive Vice President,
                                     1290 East Main Street                  General Counsel
                                      Stamford, CT 06880
-----------------------------------------------------------------------------------------------------------

C-13

-----------------------------------------------------------------------------------------------------------
     NAME AND POSITION                NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER              ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------------------
Jennifer Foster
Director, Executive Vice                Chilton Trust Company               Executive Vice President, Co-
President-Co-Chief                        396 Royal Palm Way                Chief Investment Officer &
Investment Officer,                   Palm Beach, Florida 33480             Portfolio Manager, Equities
Portfolio Manager
                                   Chilton Investment Services              Executive Vice President, Co-
                                       1290 East Main Street                Chief Investment Officer &
                                        Stamford, CT 06880                  Portfolio Manager, Equities
-----------------------------------------------------------------------------------------------------------
                                Chilton International (BVI) Ltd.            Director
                             Chilton Strategic Value International          Director
                                        II (BVI) Ltd.
                             Chilton European International (BVI)           Director
                                             Ltd.
                                 Chilton Small Cap & Mid Cap                Director
Patricia Mallon                    International (BVI) Ltd.
Director
                             Chilton Investment Partners, L.P.              Partnership Board
                             Chilton Opportunity Trust, L.P.                Partnership Board
                             Chilton Strategic Value Partners, L.P.         Partnership Board
                             Chilton QP European Partners, L.P.             Partnership Board
                             Chilton Small Cap & Mid Cap                    Partnership Board
                             Partners, L.P.
-----------------------------------------------------------------------------------------------------------
                             Cadwalader, Wickersham & Taft LLP              Senior Counsel
                                 One World Financial Center
                                     New York, NY 10281

                                 Chilton Trust Company                      Director
                                  396 Royal Palm Way
                              Palm Beach, Florida 33480

                              Chilton Investment Services                   Director
                                  1290 East Main Street
                             Stamford, Connecticut 06902

Jonathan Wainwright           Chilton International (BVI) Ltd.              Director
Director                   Chilton Strategic Value International            Director
                                        II (BVI) Ltd.
                           Chilton European International (BVI)             Director
                                             Ltd.
                               Chilton Small Cap & Mid Cap                  Director
                                 International (BVI) Ltd.

                             Chilton Investment Partners, L.P.              Partnership Board
                             Chilton Opportunity Trust, L.P.                Partnership Board
                             Chilton Strategic Value Partners, L.P.         Partnership Board
                             Chilton QP European Partners, L.P.             Partnership Board
                             Chilton Small Cap & Mid Cap                    Partnership Board
                             Partners, L.P.
-----------------------------------------------------------------------------------------------------------

C-14

--------------------------------------------------------------------------------------------------------------
     NAME AND POSITION                NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER              ADDRESS OF OTHER COMPANY              OTHER COMPANY
--------------------------------------------------------------------------------------------------------------
                                     Chilton Trust Company                  Senior Vice President, Assistant
 Peter Kim                            396 Royal Palm Way                    General Counsel and Chief
 Senior Vice President-             Palm Beach, Florida 33480               Compliance Officer
 Assistant General Counsel
                                     Chilton Investment Services            Senior Vice President, Assistant
                                        1290 East Main Street               General Counsel and Chief
                                         Stamford, CT 06880                 Compliance Officer
--------------------------------------------------------------------------------------------------------------
 Allison Schachter
 Vice President-Treasurer          Chilton Investment Company, Ltd.         Director, Vice President &
 & Chief Financial Officer-             33 Sackville Street                Treasurer
 Management Company                     London W1S 3EB
                                         United Kingdom
--------------------------------------------------------------------------------------------------------------

CHIRON INVESTMENT MANAGEMENT, LLC

Chiron Investment Management, LLC ("Chiron") serves as investment adviser for the Registrant's Chiron Capital Allocation Fund. The principal address of Chiron is 1350 Avenue of the Americas, Suite 700, New York, New York 10019. Chiron is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended October 31, 2014 and 2015. None of the directors, officers or partners of Chiron listed below currently holds or is engaged in the business, profession, vocation or employment listed adjacent to his or her name.

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------
Enrico Gaglioti               Goldman Sachs Group, Inc.       Global Head of Equities Sales
Chief Executive Officer
-----------------------------------------------------------------------------------------------
Ryan Caldwell                 Waddell & Reed Financial, Inc.  Portfolio Manager
Chief Investment Officer
-----------------------------------------------------------------------------------------------
Marc Irizarry                 Goldman Sachs Group, Inc.       Equity Research Analyst
Chief Administrative
Officer
-----------------------------------------------------------------------------------------------
Shailendra P. Panchal         Goldman Sachs Group, Inc.       Senior Risk Manager
Chief Risk Officer
-----------------------------------------------------------------------------------------------
Kirsten Pickens               Ivy Funds Distributor, Inc.     Senior Vice President and Head
Partner and Head of                                           of National Accounts and
Distribution                                                  Retirement Sales
-----------------------------------------------------------------------------------------------
Kristen A. Richards           Waddell & Reed Financial, Inc.  Senior Vice President, Associate
Chief Compliance Officer                                      General Counsel and Chief
and Managing Director                                         Compliance Officer
-----------------------------------------------------------------------------------------------

ELLINGTON MANAGEMENT GROUP, L.L.C.

Ellington Management Group, L.L.C. ("Ellington") serves as investment sub-adviser for the Registrant's Fiera Capital Diversified Alternatives Fund. The principal address of Ellington is 53 Forest Avenue, Old Greenwich, Connecticut 06870. Ellington is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Ellington has a number of affiliates which undertake investment advisory related activities, including, without limitation, several SEC registered investment adviser entities and entities which act as the general partner or in a similar capacity for the private fund managed by Ellington (together, the "Ellington Affiliates"). The executive officers of Ellington generally act in the same capacity for the Ellington Affiliates as they do for Ellington. Ellington also has an affiliated FINRA registered broker-dealer for which certain executive officers of Ellington serve as officers. The information listed below is for the fiscal years ended October 31, 2014 and 2015.

C-15

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------
 John Geanakoplos              Yale University                     James Tobin Professor of
 Managing Director,            New Haven, CT 06520                 Economics
 Head of Research
-----------------------------------------------------------------------------------------------

Fiera Capital Inc. ("Fiera") serves as the investment adviser to the Registrant's Fiera Capital Diversified Alternatives Fund. The principal address of Fiera is 375 Park Avenue, 8th Floor, New York, New York 10152. Fiera is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information below is provided as of [date]. [To be updated by amendment.]

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------

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

FISCHER FRANCIS TREES & WATTS, INC.

Fischer Francis Trees & Watts, Inc. ("FFTW") serves as the investment adviser to the Registrant's BNP Paribas AM Absolute Return Fixed Income Fund, BNP Paribas AM Global Inflation-Linked Bond Fund, BNP Paribas AM Emerging Markets Debt Fund, BNP Paribas AM Emerging Markets Equity Fund, BNP Paribas AM MBS Fund and BNP Paribas AM U.S. Small Cap Equity Fund. The principal address of FFTW is 200 Park Avenue, New York, New York 10166. FFTW is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information below is provided as of [date]. [To be updated by amendment.]

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------

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

GQG PARTNERS LLC

GQG Partners LLC ("GQG Partners") serves as investment adviser for the Registrant's GQG Partners Emerging Markets Equity Fund. The principal address of GQG Partners is 350 East Las Olas Boulevard, Suite 1100, Fort Lauderdale, Florida 33301. GQG Partners is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended July 31, 2015 and 2016.

C-16

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     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-------------------------------------------------------------------------------------------------------
Rajiv Jain                    Vontobel Asset Management              Co-Chief Executive Officer
Chief Investment Officer            1540 Broadway                    Chief Investment Officer
Executive Chairman               New York, NY 10036                  Head of Equities
                                                                     Portfolio Manager
-------------------------------------------------------------------------------------------------------
Timothy Carver                Pacific Current Group Ltd              Chief Executive Officer
CEO                            1301 2nd Ave, Suite 1700              Director
                                  Seattle, WA 98101

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

-------------------------------------------------------------------------------------------------------
                           Northern Lights Capital Group             Chief Executive Officer
                             1301 2nd Ave, Suite 1700                Director
                               Seattle, WA 98101
                        ----------------------------------------------------------------------------------------
                                  WHV Investment Management, Inc.             Director
                                                 301 Battery Street
                            San Francisco, CA 94111
                        ----------------------------------------------------------------------------------------
                               Aperio Group LLC                      Director
                         Three Harbor Drive, Suite 315
                               Sausalito, CA 94965
               ----------------------------------------------------------------------------------------
                         Raven Capital Management LLC                Director
                         110 Greene Street, Suite 9G
                             New York, NY 10012
                     ----------------------------------------------------------------------------------------
                  Nereus Capital Investors (Singapore) Pte Ltd       Director
                       112 Robinson Rd, Suite 04-02
                                Singapore, 068902
                        ----------------------------------------------------------------------------------------
                 Northern Lights Alternative Investors LLP           Director
                         Rex House, 4-12 Regent St
                              London, SW1 YPE
               ----------------------------------------------------------------------------------------
                              ROC Partners                           Director
                        Level 38, 259 George Street
                          Sydney, NSW, 2000
-------------------------------------------------------------------------------------------------------
Paul Greenwood       Pacific Current Group Ltd                      North American CEO
                      1301 2nd Ave, Suite 1700                      Chief Investment Officer
                        Seattle, WA 98101                           Director
-------------------------------------------------------------------------------------------------------
Melodie Zalakuk      Rainier Investment Management                  Chief Operating Officer
                      601 Union Street, Suite 3525                  Director
                         Seattle, WA 98101
               ----------------------------------------- ----------------------------------------------
                          Rainier Funds                             Chief Executive Officer
                     601 Union Street, Suite 3525                   President
                         Seattle, WA 98101                          Chief Financial Officer
               ----------------------------------------------------------------------------------------

                       Cover 3 Consulting, LLC                      Managing Member
                        1805 McGilvra Blvd. E,
                                      Seattle, WA 98112
-------------------------------------------------------------------------------------------------------
Robert Mathai          Stellate Partners                            Partner
                      168 Westwind Drive
                   Cape San Blas, FL 32456
-------------------------------------------------------------------------------------------------------
Ralph Shaoul        Riverloft Capital Management                    Chief Operating Officer
                       300 West 41 st  Street                       Chief Compliance Officer
                       Miami Beach, FL 33140
-------------------------------------------------------------------------------------------------------
Greg Lyons              Greg Lyons, PLLC                            Principal
                         P.O. Box 13055
                        Burton, WA 98013
-------------------------------------------------------------------------------------------------------

C-17

KARYA CAPITAL MANAGEMENT LP

Karya Capital Management LP ("Karya") serves as investment sub-adviser for the Registrant's Fiera Capital Diversified Alternatives Fund. The principal address of Karya is 1330 Avenue of the Americas, Suite 520, New York, New York 10019. Karya is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended October 31, 2014 and 2015.

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------
 Rajiv Sobti                    The Wharton School of the       Advisory Board Member,
 Managing Partner and           University of Pennsylvania      Huntsman Program
 Chief Investment Officer       3620 Walnut Street
                                Philadelphia, PA 19104
--------------------------------------------------------------------------------------------
 Laura Pentimone                Ardmore Academy of Irish        Owner, Member, President
 Chief Compliance Officer       Dance LLC
                                300 Park Avenue
                                Rutherford, NJ 07070
--------------------------------------------------------------------------------------------

KNIGHTS OF COLUMBUS ASSET ADVISORS LLC

Knights of Columbus Asset Advisors LLC ("Knights of Columbus Asset Advisors") serves as investment adviser for the Registrant's Knights of Columbus Core Bond Fund, Knights of Columbus Limited Duration Bond Fund, Knights of Columbus Large Cap Growth Fund, Knights of Columbus Large Cap Value Fund, Knights of Columbus Small Cap Equity Fund and Knights of Columbus International Equity Fund. The principal address of Knights of Columbus Asset Advisors is One Columbus Plaza, New Haven, Connecticut 06510. Knights of Columbus Asset Advisors is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended October 31, 2014 and 2015.

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------
 Anthony V. Minopoli,           Knights of Columbus          Chief Investment Officer
 President and Chief
 Investment Officer
--------------------------------------------------------------------------------------------
 E. Neill Jordan,               Knights of Columbus          Vice President, Fixed Income
 Portfolio Manager
--------------------------------------------------------------------------------------------
 Gilles A. Marchand Jr.,        Knights of Columbus          Portfolio Manager of Credit
 Portfolio Manager                                           Investments
--------------------------------------------------------------------------------------------
 Michael P. Votto,              Knights of Columbus          Associate General Counsel
 General Counsel and Chief
 Compliance Officer
--------------------------------------------------------------------------------------------

C-18

LOGAN CIRCLE PARTNERS L.P.

Logan Circle Partners L.P. ("Logan Circle Partners") serves as investment adviser for the Registrant's Logan Circle Partners Core Plus Fund and Logan Circle Partners Multi-Sector Fixed Income Fund. The principal address of Logan Circle Partners is Three Logan Square, 1717 Arch Street, Suite 1500, Philadelphia, Pennsylvania 19103. Logan Circle Partners is an investment adviser registered under the Investment Advisers Act of 1940, as amended. During the fiscal years ended October 31, 2014 and 2015, no director, officer or partner of Logan Circle Partners engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

MIZUHO ALTERNATIVE INVESTMENTS, LLC

Mizuho Alternative Investments, LLC ("MAI") serves as investment sub-adviser for the Registrant's Fiera Capital Diversified Alternatives Fund. The principal address of MAI is 757 Third Avenue, 8th Floor, New York, New York 10017. MAI is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended October 31, 2014 and 2015.

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------
Masanobu Yamaguchi            Mizuho Financial Group, Inc.     Senior Vice President, Mizuho
President and Chief           Otemachi Tower, 1--5--5          Bank, Ltd. (through Apr 2014)
Executive Officer             Otemachi, Chiyoda--ku, Tokyo
                              100--8176, Japan                 Managing Director, Mizuho
                                                               Capital Markets Corporation
                                                               (from Apr 2014 through Apr
                                                               2015)
-----------------------------------------------------------------------------------------------
Ksenia Portnoy                Guggenheim Fund Solutions        Director, Senior Legal and
General Counsel and Chief     LLC                              Compliance Counsel
Compliance Officer            135 East 57th Street, 21st Floor
                              New York, NY 10022
-----------------------------------------------------------------------------------------------

NOMURA ASSET MANAGEMENT U.S.A. INC.

Nomura Asset Management U.S.A. Inc. ("NAM USA") serves as investment adviser for the Registrant's Nomura High Yield Fund. The principal address of NAM USA is Worldwide Plaza, 309 West 49th Street, New York, New York 10019. NAM USA is an investment adviser registered under the Investment Advisers Act of 1940, as amended. NAM USA also acts as an investment manager to Korea Equity Fund, Inc. and Japan Smaller Capitalization Fund, Inc. (U.S. registered closed-end investment companies). The information listed below is for the fiscal years ended September 30, 2014 and 2015.

C-19

-----------------------------------------------------------------------------------------------------------
    NAME AND POSITION           NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
WITH INVESTMENT ADVISER         ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------------------
Marti G. Subrahmanyam,          New York University                   Charles E. Merrill Professor of
Board of Directors              Stern School of Business              Finance, Economics and
                                44 West Fourth Street #9-68           International Business
                                New York, NY 10012
-----------------------------------------------------------------------------------------------------------
Yutaka Itabashi, Board of       Nomura Global Alpha LLC               President and Chief Executive
Directors, President and        Worldwide Plaza                       Officer
Chief Executive Officer         309 West 49th Street
                                New York, NY 10019
-----------------------------------------------------------------------------------------------------------
Hiromichi Aoki, Board of       Nomura Global Alpha LLC                Chief Administrative Officer
Directors, Managing            Worldwide Plaza
Director and Chief             309 West 49th Street
Administrative Officer         New York, NY 10019
-----------------------------------------------------------------------------------------------------------
Neil A. Daniele, Managing      Nomura Global Alpha LLC                Chief Compliance Officer
Director, Chief                Worldwide Plaza
Compliance Officer and         309 West 49th Street
Secretary                      New York, NY 10019
                               ----------------------------------------------------------------------------
                               Nomura Corporate Research and          Chief Compliance Officer
                               Asset Management Inc.
                               Worldwide Plaza
                               309 West 49th Street
                               New York, NY 10019
                               ----------------------------------------------------------------------------
                               Nomura Funds Research and              Chief Compliance Officer
                               Technologies America, Inc.
                               Worldwide Plaza
                               309 West 49th Street
                               New York, NY 10019
-----------------------------------------------------------------------------------------------------------

NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.

Nomura Corporate Research and Asset Management Inc. ("NCRAM") serves as investment sub-adviser for the Registrant's Nomura High Yield Fund. The principal address of NCRAM is Worldwide Plaza, 309 West 49th Street, New York, New York 10019. NCRAM is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended September 30, 2014 and 2015.

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------
 David Mair Findlay, Chief      Nomura Holdings, Inc.            Senior Managing Directoro
 Executive Officer,             1-9-1 Nihonbashi
 President, Chief Legal         Chuo-ku
 Officer and Chairman of        Tokyo 103-8645
 the Board                      Japan
                                -----------------------------------------------------------------------
                                Nomura Holding America, Inc.     Director, Chief Executive Officer,
                                Worldwide Plaza                  President, Chief Legal Officer,
                                309 West 49th Street             Secretary and Senior Managing
                                New York, NY 10019               Directoroo
                                -----------------------------------------------------------------------
                                Instinet Holdings Incorporate    Director (Non-Executive) and
                                1095 Avenue of the Americas      Secretary
                                New York, NY 10036
-------------------------------------------------------------------------------------------------------
 Steven Zoric, Chief            Nomura Holding America Inc       Managing Director and Senior
 Operating Officer, General     Worldwide Plaza                  Counseloo
 Counsel, Secretary and         309 West 49th Street
 Managing Director              New York, NY 10019
                                ------------------------------------------------------------------------
                                Nomura Securities (Bermuda) Ltd. Vice President and Director
                                Chesney House
                                96 Pitts Bay Road
                                Pembroke HM 08
                                Bermuda
-------------------------------------------------------------------------------------------------------

C-20

-----------------------------------------------------------------------------------------------
     NAME AND POSITION        NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  WITH INVESTMENT ADVISER      ADDRESS OF OTHER COMPANY              OTHER COMPANY
-----------------------------------------------------------------------------------------------
 Neil A. Daniele                Nomura Asset Management U.S.A.   Managing Director, Chief
 Chief Compliance Officer       Inc.                             Compliance Officer and Secretary
                                Worldwide Plaza
                                309 West 49th Street
                                New York, NY 10019
                                -----------------------------------------------------------------------
                                Nomura Global Alpha LLC          Chief Compliance Officer
                                Worldwide Plaza
                                309 West 49th Street
                                New York, NY 10019
                                -----------------------------------------------------------------------
                                Nomura Funds Research and        Chief Compliance Officer
                                Technologies America, Inc.
                                Worldwide Plaza
                                309 West 49th Street
                                New York, NY 10019
-------------------------------------------------------------------------------------------------------

o Nomura Holdings, Inc. is a corporate holding company of various subsidiaries to which Mr. Findlay serves as Senior Managing Director or a similar position.

oo Nomura Holding America Inc. is a corporate holding company of various subsidiaries to which Mr. Findlay serves as Director, Chief Executive Officer, President, Chief Legal Officer, Secretary and Senior Managing Director or similar positions and Mr. Zoric serves as Managing Director and Senior Counsel or similar positions.

NORTHPOINTE CAPITAL, LLC

NorthPointe Capital, LLC ("NorthPointe") serves as the investment adviser for the Registrant's NorthPointe Small Cap Value Fund and NorthPointe Large Cap Value Fund. The principal address of NorthPointe is 39400 Woodward Avenue, Suite 190, Bloomfield Hills, Michigan 48304. NorthPointe is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended October 31, 2014 and 2015.

------------------------------------------------------------------------------------------------
     NAME AND POSITION WITH    NAME AND PRINCIPAL BUSINESS     CONNECTION WITH OTHER
        INVESTMENT ADVISER     ADDRESS OF OTHER COMPANY        COMPANY
------------------------------------------------------------------------------------------------
Jeffrey Petherick, Partner     Albion College                  Board of Trustees
                               611 E Porter St
                               Albion, MI 49224
------------------------------------------------------------------------------------------------

PINEBRIDGE INVESTMENTS LLC

PineBridge Investments LLC ("PineBridge") serves as investment adviser for the Registrant's PineBridge Dynamic Asset Allocation Fund. The principal address of PineBridge is 399 Park Avenue, 4th Floor, New York, New York 10022. PineBridge is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is provided as of [date]. [To be updated by amendment]

C-21

------------------------------------------------------------------------------------------------
     NAME AND POSITION WITH    NAME AND PRINCIPAL BUSINESS     CONNECTION WITH OTHER
        INVESTMENT ADVISER     ADDRESS OF OTHER COMPANY        COMPANY
------------------------------------------------------------------------------------------------

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

RWC ASSET ADVISORS (US) LLC

RWC Asset Advisors (US) LLC ("RWC") serves as investment adviser for the Registrant's RWC Global Emerging Equity Fund. The principal address of RWC is 2640 South Bayshore Drive, Suite 201, Miami, Florida 33133. RWC is an investment adviser registered under the Investment Advisers Act of 1940, as amended. During the fiscal years ended September 30, 2015 and 2016, no director, officer or partner of RWC engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

STRATEGIC GLOBAL ADVISORS, LLC

Strategic Global Advisors, LLC ("Strategic Global Advisors") serves as investment adviser for the Registrant's SGA International Equity Fund, SGA International Equity Plus Fund, SGA International Small Cap Equity Fund and SGA Global Equity Fund. The principal address of Strategic Global Advisors is 100 Bayview Circle, Suite 650, Newport Beach, California 92660. Strategic Global Advisors is an investment adviser registered under the Investment Advisers Act of 1940, as amended. During the fiscal years ended July 31, 2015 and 2016, no director, officer or partner of Strategic Global Advisors engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

ITEM 32. PRINCIPAL UNDERWRITERS

(a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.

The Registrant's distributor, SEI Investments Distribution Co. (the "Distributor"), acts as distributor for:

SEI Daily Income Trust                                        July 15, 1982
SEI Tax Exempt Trust                                          December 3, 1982
SEI Institutional Managed Trust                               January 22, 1987
SEI Institutional International Trust                         August 30, 1988
The Advisors' Inner Circle Fund                               November 14, 1991
The Advisors' Inner Circle Fund II                            January 28, 1993
Bishop Street Funds                                           January 27, 1995
SEI Asset Allocation Trust                                    April 1, 1996
SEI Institutional Investments Trust                           June 14, 1996
City National Rochdale Funds (f/k/a CNI Charter Funds)        April 1, 1999
Causeway Capital Management Trust                             September 20, 2001
ProShares Trust                                               November 14, 2005
Community Capital Trust (f/k/a Community Reinvestment Act
          Qualified Investment Fund)                          January 8, 2007
TD Asset Management USA Funds                                 July 25, 2007
SEI Structured Credit Fund, LP                                July 31, 2007
Global X Funds                                                October 24, 2008

C-22

ProShares Trust II                                            November 17, 2008
Exchange Traded Concepts Trust (f/k/a FaithShares Trust)      August 7, 2009
Schwab Strategic Trust                                        October 12, 2009
RiverPark Funds Trust                                         September 8, 2010
Adviser Managed Trust                                         December 10, 2010
New Covenant Funds                                            March 23, 2012
Cambria ETF Trust                                             August 30, 2012
Highland Funds I (f/k/a Pyxis Funds I)                        September 25, 2012
KraneShares Trust                                             December 18, 2012
LocalShares Investment Trust                                  May 6, 2013
SEI Insurance Products Trust                                  September 10, 2013
The KP Funds                                                  September 19, 2013
J.P. Morgan Exchange-Traded Fund Trust                        April 1, 2014
Winton Series Trust                                           December 11, 2014
SEI Catholic Values Trust                                     March 24, 2015
SEI Hedge Fund SPC                                            June 26, 2015
SEI Energy Debt Fund                                          June 30, 2015
Winton Diversified Opportunities Fund                         September 1, 2015
Gallery Trust                                                 January 8, 2016
RiverPark Commercial Real Estate Fund                         August 12, 2016

The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services ("Funds Evaluation") and automated execution, clearing and settlement of securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
----------------------------------------------------------------------------------------------------------
William M. Doran Director Trustee
Paul F. Klauder Director --
Wayne M. Withrow Director --
Kevin P. Barr Director, President, & Chief Executive Officer --
Maxine J. Chou Chief Financial Officer, Chief Operations Officer,
& Treasurer --
Karen E. LaTourette Chief Compliance Officer, Anti-Money Laundering
Officer & Assistant Secretary --
John C. Munch General Counsel & Secretary --
Mark J. Held Senior Vice President --
John P. Coary Vice President & Assistant Secretary --
Lori L. White Vice President & Assistant Secretary --
Judith A. Hirx Vice President --
Jason McGhin Vice President --
Gary Michael Reese Vice President --
Robert M. Silvestri Vice President --

C-23

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS:

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8);
(12); and 31a-1(d), the required books and records are maintained at the offices of the Registrant's custodians:

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

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

(b) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5);
(6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of the Registrant's administrator:

SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, Pennsylvania 19456

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant's advisers:

Acadian Asset Management LLC
260 Franklin Street
Boston, Massachusetts 02110

BNP Paribas Investment Partners UK Limited 5 Aldermanbury Square
London EC2V 7BP
United Kingdom

Boston Advisors, LLC
One Liberty Square
10th Floor
Boston, Massachusetts 02109

Chilton Investment Company, LLC
1290 East Main Street
Stamford, Connecticut 06902

Chiron Investment Management, LLC
1350 Avenue of the Americas
Suite 700
New York, New York 10019

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

C-24

Fiera Capital Inc.
375 Park Avenue
8th Floor
New York, New York 10152

Fischer Francis Trees & Watts, Inc.
200 Park Ave
New York, New York 10166

GQG Partners LLC
350 East Las Olas Boulevard
Suite 1100
Fort Lauderdale, Florida 33301

Karya Capital Management LP
1330 Avenue of the Americas
Suite 520
New York, New York 10019

Knights of Columbus Asset Advisors LLC
One Columbus Plaza
New Haven, Connecticut 06510

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

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

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

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

NorthPointe Capital, LLC
39400 Woodward Ave, Suite 190
Bloomfield Hills, Michigan 48304

C-25

PineBridge Investments LLC
399 Park Avenue, 4th Floor
New York, New York 10022

RWC Asset Advisors (US) LLC
2640 South Bayshore Drive, Suite 201
Miami, Florida 33133

Strategic Global Advisors, LLC
100 Bayview Circle
Suite 650
Newport Beach, California 92660

ITEM 34. MANAGEMENT SERVICES:

None.

ITEM 35. UNDERTAKINGS:

Not Applicable.

C-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 83 to Registration Statement No. 333-192858 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 28th day of December, 2016.

THE ADVISORS' INNER CIRCLE FUND III

By:             *
   --------------------------------
   Michael Beattie
   President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.

          *                       Trustee                      December 28, 2016
---------------------
William M. Doran

          *                       Trustee                      December 28, 2016
---------------------
Jon C. Hunt

          *                       Trustee                      December 28, 2016
---------------------
Thomas P. Lemke

          *                       Trustee                      December 28, 2016
---------------------
Jay Nadel

          *                       Trustee                      December 28, 2016
---------------------
Randall S. Yanker

          *                       President                    December 28, 2016
---------------------
Michael Beattie

          *                       Treasurer, Controller &      December 28, 2016
---------------------             Chief Financial Officer
Stephen Connors

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

C-27

EXHIBIT INDEX

exhibit        description

(d)(1)(iii)    Investment Advisory Agreement, dated December 5, 2016, between
               the Registrant and Fiera Capital Inc. ("Fiera"), relating to the
               Fiera Capital Diversified Alternatives Fund

(d)(1)(ix)      Investment Advisory Agreement, dated November 1, 2016, between
               the Registrant and RWC Asset Advisors (US) LLC ("RWC"), relating
               to the RWC Global Emerging Equity Fund

(d)(1)(xi)     Investment Advisory Agreement, dated December 15, 2016, between
               the Registrant and GQG Partners LLC ("GQG Partners"), relating to
               the GQG Partners Emerging Markets Equity Fund

(d)(2)(v)      Investment Sub-Advisory Agreement, dated November 1, 2016,
               between Fiera and Acadian Asset Management LLC

(d)(3)(x)      Expense Limitation Agreement, dated November 1, 2016, between the
               Registrant and RWC, relating to the RWC Global Emerging Equity
               Fund

(d)(3)(xii)    Expense Limitation Agreement, dated December 15, 2016, between
               the Registrant and GQG Partners, relating to the GQG Partners
               Emerging Markets Equity Fund

(h)(3)(ii)     Amended Exhibit A, dated December 8, 2016, to the Amended and
               Restated Shareholder Services Plan, dated December 10, 2015

(i)            Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP,
               relating to the GQG Partners Emerging Markets Equity Fund

(n)(6)         Schedule I and Certificates of Class Designation to the
               Registrant's Amended and Restated Rule 18f-3 Plan, dated February
               12, 2014, relating to the GQG Partners Emerging Markets Equity
               Fund

(p)(6)         Fiera Code of Ethics, dated June 2016

(p)(8)         Karya Code of Ethics, dated October 1, 2015

(p)(18)        GQG Partners Code of Ethics

(p)(21)        Acadian Asset Management LLC Code of Ethics, dated January 2016

C-28

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 5th day of December, 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 Fiera Capital Inc. (the "Adviser"), a Delaware corporation with its principal place of business at 375 Park Avenue, 8th Floor, New York, New York 10152.

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.

The Adviser may delegate certain of its duties under this Agreement with respect to a Fund to one or more sub-advisers (each, a "Sub-Adviser" and collectively, the "Sub-Advisers") by entering into a sub-advisory agreement with one or more Sub-Advisers (each, a "Sub-Advisory Agreement" and collectively, the "Sub-Advisory Agreements") and, except as otherwise permitted under the terms of any exemptive relief granted to the Trust and Adviser by the Commission, or by rule or regulation, the Adviser may only enter into Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the approval of the Board and the approval of the shareholders of the affected Fund. The Adviser shall be responsible for overseeing the performance of the Sub-Advisers and recommending changes in Sub-Advisers as appropriate.

In providing services under this Agreement, the Adviser is hereby authorized to avail itself and use the resources and personnel of its affiliates, to the extent permitted by applicable law; provided, however, that the use of such resources and personnel of its affiliates does not relieve the Adviser from any obligation under this Agreement.

(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, provided the Adviser has reasonable advance notice so as to enable implementation of any material change to such policies, guidelines, instructions or procedures. 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.

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 designated service provider(s) 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 provider 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 reasonable requests for information from the Trust as to violations of the Code by Access Persons and the sanctions imposed by the Adviser. The Adviser shall promptly notify the Trust of any material violation of the Code, whether or not such violation relates to 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 promptly 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. Unless the Adviser and the Trust mutually agree that correcting such failure is not in the best interests of the Fund or is not practicable, the Adviser agrees to correct any such failure promptly in a manner mutually agreeable between the Adviser and the Trust 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 either directly with the issuer or 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 "best execution" under the circumstances as required by applicable law. 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 OF THE ADVISER.

(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) COMPLIANCE WITH APPLICABLE LAWS. The Adviser will comply, and in connection with the performance of its services hereunder, cause the Fund to comply, in all material respects with the 1940 Act, the Advisers Act and all other applicable laws and regulation to which it or the Fund may be subject, including, without limitation, the diversification and source of income requirements of Subchapter M of the Code for qualification as a regulated investment company, subject in each case to the obligations of SEI Investments Global Funds Services ("SEI") as set forth in one or more agreements by and among SEI and the Trust and/or SEI and the Adviser.

(c) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of its Form ADV Part 1 as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, 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.

(d) 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") as and when furnished to the Adviser by the Fund or the Fund's service providers and represents and warrants that, with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund and information relating directly or indirectly to the Adviser (the "Adviser Disclosure"), 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.

(e) USE OF THE NAMES "FIERA" AND "LARCH LANE". The Adviser has the right to use the names "Fiera" and "Larch Lane" 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 names "Fiera" and "Larch Lane" 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 names "Fiera" and "Larch Lane."

(f) 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.

(g) 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.

(h) 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.

(i) 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 NAMES "FIERA" AND "LARCH LANE". The Adviser grants to the Trust a right to use the names "Fiera" and "Larch Lane" (the "Names") as part of the name of the Fund. Any use of the Names by the Trust other than as part of the name of the Fund shall require the prior written consent of Fiera. The foregoing authorization by the Adviser to the Trust to use the Names 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 Names; 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 Names.

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; SERVICES NOT EXCLUSIVE. 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. The services furnished by the Adviser hereunder are not to be deemed exclusive, and the Adviser shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. 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 by such second anniversary and 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) only of statements in the Fund's Disclosure Documents with respect to the Adviser Disclosure, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Documents are reviewed 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 or any Sub-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; as well as any loss resulting from a trade error caused in whole or part by the Adviser or any Sub-Adviser of the Fund; 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"). If a loss to the Fund is caused in whole or part by a Sub-Adviser, the Adviser shall only be liable to the extent that the Sub-Adviser does not fully reimburse the Fund for such loss in accordance with the terms of its Sub-Advisory Agreement.

(c) The Adviser shall indemnify and hold harmless the Trust with respect to each Fund managed by the Adviser, the Trust's trustees and officers 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; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document 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, for purposes of this Section 14(c)(iv) solely with respect to the Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser, as contemplated in Section 7(d) hereof); 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. Notwithstanding the foregoing, the Adviser shall not be liable for any such loss to the extent such loss was caused by an Indemnified Party's, or its agent's, willful misfeasance, bad faith, negligence or reckless disregard of its duties hereunder ("Disabling Conduct"), such Disabling Conduct having been determined by a court of competent jurisdiction or an arbitration proceeding to which such individual or entity was a party. For the avoidance of doubt, the Adviser shall indemnify the Indemnified Parties for such loss and will only be reimbursed by the Indemnified Parties after such determination is made.

(d) For purposes of clarification, and subject to the above provisions of this Section 14, except with respect to Adviser Disclosure or Improper Investments, the Adviser shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Adviser against any liability to the Fund to which the Adviser would otherwise be subject

by reason of willful misfeasance, bad faith, or negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder.

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. The Trust's Certificate of Trust, as amended from time to time, is on file in the Office of the Secretary of State of the Commonwealth of Massachusetts. Such Certificate of Trust and the Trust's Agreement and Declaration of Trust describe in detail the respective responsibilities and limitations on liability of the Trustees, officers, and holders of shares of beneficial interest.

17. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it shall notify the Trust reasonably in advance of any anticipated or otherwise reasonably foreseeable change in the ownership of the Adviser that would result in an "assignment" (as defined in the 1940 Act) of this Agreement.

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

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; ELECTRONIC DELIVERY. 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. Signatures on this Agreement may be communicated by electronic transmission (which shall include facsimile or email) and shall be binding upon the parties so transmitting their signatures.

21. CFTC DISCLOSURE.

PURSUANT TO AN EXEMPTION UNDER CFTC RULES IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED

WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

[SIGNATURE PAGE FOLLOWS.]

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

FIERA CAPITAL INC.

By: /S/ STEPHEN MCSHEA
    ------------------------------------
    Name: Stephen McShea
    Title: General Counsel

SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT
DATED DECEMBER 5, 2016 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
FIERA CAPITAL INC.

The Trust will pay to the Adviser as compensation for the Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the Fund in accordance the following fee schedule:

FUND RATE
Fiera Capital Diversified Alternatives Fund 1.75%

A-1

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 1st day of November, 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 RWC Asset Advisors (US) LLC (the "Adviser"), a Delaware limited liability company with its principal place of business at 2640 South Bayshore Drive, Suite 201, Miami, Florida 33133.

W I T N E S S E T H

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 dated 4 December 2013, 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, to the extent 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 in each case 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, notwithstanding which, the Fund agrees to notify the Adviser of any legal proceedings brought or threatened against it unless the Fund is prevented by law or regulation from making such notification). 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 provider 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.

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 therefor 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.

(f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to provide reasonable cooperation and 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 within its possession and control 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.

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.

(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 (A) those of the Fund's policies, guidelines or procedures that have been provided to the Adviser (together the "Fund Policies") or (B) 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 Policies 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 Trust's chief compliance officer 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 during normal business hours to meet with the Board from time to time on reasonable prior 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.

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.

(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, provided that 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.

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.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(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, subject to being provided with the following by or on behalf of the Trust, those parts of the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules that relate specifically to the Fund and that are 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 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 "RWC". The Adviser has the right to use the name "RWC" 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 "RWC" 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 "RWC."

(e) INSURANCE. The Adviser maintains errors and omissions insurance coverage in an appropriate amount and, subject to any obligation of confidentiality, shall provide 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 Adviser's opinion 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 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 "RWC". The Adviser grants to the Trust a revocable, non-transferable, non-exclusive license to use the name "RWC" (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.

monthly in arrears by the Fund.

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.

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.

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.

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

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.

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; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document 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 of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

17. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable material 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

RWC ASSET ADVISORS (US) LLC

By: /s/ Paul Larche
    ---------------
     Name: Paul Larche
     Title: Authorized

By: /s/ Dan Mannix
    --------------
     Name: Dan Mannix
     Title: Authorized

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED NOVEMBER 1, 2016 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
RWC ASSET ADVISORS (US) LLC

FUND RATE
RWC Global Emerging Equity Fund 0.90%

A-1

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 15th day of December, 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 GQG Partners LLC (the "Adviser"), a Delaware limited liability company with its principal place of business at 350 East Las Olas Boulevard, Suite 1100, Fort Lauderdale, Florida 33301.

W I T N E S S E T H

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.

(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.

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.

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.

(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.

4. BROKERAGE.

(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.

(a) 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, but is not obligated to, 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.

(b) 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. In particular, but without limiting the generality of the foregoing, the Adviser will not be required to pay: (i) operational and organizational expenses of the Fund; (ii) fees and expenses incurred by the Fund in connection with membership in investment company organizations; (iii) brokers' commissions and any other transaction related expenses and fees arising out of transactions effected on behalf of the Fund; (iv) payment for portfolio pricing services to a pricing agent, if any; (v); legal, auditing or accounting expenses; (vi) taxes or governmental fees; (vii) the fees and expenses of the administrator, the transfer agent or any subtransfer agent of the Trust; (viii) the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of shares of the Fund; (ix) the expenses of and fees for registering or qualifying shares for sale and of maintaining the registration of the Fund and registering the Trust as a broker or a dealer; (x) if the Adviser is deemed to be a "commodity pool operator" with respect to the Fund, the out of pocket costs incurred by the Adviser in connection with its preparation or revision of the Fund's disclosure documents and periodic reports to shareholders in order to comply with the CEA and/or the rules adopted by the Commodity Futures Trading Commission ("CFTC") thereunder; (xi) the fees and expenses of Trustees who are not affiliated with the Adviser; (xii) the cost of preparing and distributing reports and notices to shareholders, the SEC and other regulatory authorities; (xiii) costs of holding shareholder meetings; (xiv) the fees or disbursements of custodians of the Fund's assets, including expenses incurred in the performance of any obligations enumerated by the Declaration of Trust or ByLaws of the Trust insofar as they govern agreements with any such custodian;
(xv) premiums for insurance for which the Trust is a named insured; or (xvi) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund's business. The Adviser shall not be required to pay expenses of activities which are primarily intended to result in sales of shares of the Fund.

To the extent that expenses to be borne by the Trust or the Fund pursuant to this Section 6 are paid by the Adviser, the Trust, acting on behalf of the Fund, shall reimburse the Adviser for such expenses.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(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 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 "GQG PARTNERS". The Adviser has the right to use the name "GQG PARTNERS" in connection with its services to the Trust and that, subject to the terms set forth in Section 8 of this Agreement, the Trust shall have the right to use the name "GQG PARTNERS" in connection with the management and operation of the Fund. The Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Adviser or the Trust to use the name "GQG PARTNERS."

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

(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.

8. THE NAME "GQG PARTNERS". The Adviser grants to the Trust a license to use the name "GQG Partners" (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.

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.

(b) The Adviser may at any time terminate this Agreement by not 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 upon 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:

(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.

(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"). For the avoidance of doubt, notwithstanding any other provision in this Agreement, it is not intended that the Adviser be liable for the performance or profitability of the Fund or any part thereof, if and to the extent that the Adviser's investment decisions are not in contravention of item (b)(i) or (b)(ii).

(c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of
Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, 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; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document 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.

provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

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

18. JURISDICTION. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware and the Adviser consents to the jurisdiction of courts, both state 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.

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

GQG PARTNERS, LLC

By: /s/ Rajiv Jain
    --------------
     Name: Rajiv Jain
     Title: CIO

By: /s/ Melodie Zalakuk
    -------------------
     Name: Melodie Zalakuk
     Title: COO

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED DECEMBER 15, 2016 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND

FUND RATE
GQG Partners Emerging Markets Equity Fund 0.95%

A-1

SUB-ADVISORY AGREEMENT

SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 1(st) day of November, 2016 by and between Fiera Capital Inc., a Delaware corporation with its principal place of business at 375 Park Avenue, 8(th) Floor, New York, New York 10152 (the "Adviser"), and Acadian Asset Management LLC, a Delaware limited liability company with its principal place of business at 260 Franklin Street, Boston, MA 02110 (the "Sub-Adviser").

W I T N E S E T H

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND III (the "Trust") on behalf of the series set forth on Schedule A to this Agreement (the "Fund") and pursuant to the provisions of the Interim Investment Advisory Agreement dated as of September 1, 2016 between the Adviser and the Fund (the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund 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 Adviser and the Sub-Adviser do hereby agree as follows:

1. THE SUB-ADVISER'S SERVICES.

(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser shall act as sub-investment adviser with respect to the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Sub-Adviser (the "Assets"), consistent with the investment objectives and policies of the Fund. The Sub-Adviser shall determine, from time to time, what investments shall be purchased for the Fund and what such securities shall be held or sold by the Fund, 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 Investment Company Act of 1940, as amended (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 Sub-Adviser shall, with respect to the Assets, 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. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such

portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over the Fund's investments, with respect to the Assets, shall in any way limit the right of the Adviser, 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's assets.

(b) COMPLIANCE. The Sub-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 Sub-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 or the Adviser and provided to the Sub-Adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-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 Sub-Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing, including in accordance with the requirements of Rules 38a-1 and 17j-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act. No supervisory activity undertaken by the Adviser shall limit the Sub-Adviser's full responsibility for any of the foregoing.

(c) PROXY VOTING. The Sub-Adviser shall: (i) vote (or elect not to vote) all proxies solicited by or with respect to the issuers of securities in which the Assets may be invested in accordance with the Sub-Adviser's proxy voting policies and procedures, as presented to the Trust, and applicable law; (ii) maintain records of all proxies voted on behalf of the Fund in respect of the Assets; and (iii) provide information to the Trust, Adviser or their designated agent in a manner that is sufficiently complete and timely to ensure the Trust's compliance with its filing obligations under Rule 30b1-4 of the 1940 Act.

The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated 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 Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to provide proxy voting services subject to the Sub-Adviser's oversight. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis.

The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

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

The Sub-Adviser shall maintain separate books and detailed records of all matters pertaining to the Assets required by Rule 31a-1 under the 1940 Act and by Rule 204-2 under the Advisers Act (other than those records being maintained by the Adviser, or 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 Adviser and the Board at any time upon request 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 Sub-Adviser shall provide regular reports regarding the Fund's holdings, and may, on its own initiative, furnish the Adviser, the Trust and its Board from time to time with whatever information the Sub-Adviser believes is appropriate for this purpose. The Sub-Adviser agrees to notify the Adviser and the Board promptly if the Sub-Adviser reasonably believes that the value of any security held by a Fund may not reflect fair value. The Sub-Adviser agrees to provide upon request any pricing information of which the Sub-Adviser is aware to the Adviser, 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 Fund valuation procedures for the purpose of calculating the Trust's net asset value in accordance with procedures and methods established by the Board. Notwithstanding the above, the Sub-Adviser will not be considered a pricing source.

(f) COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST. The Sub-Adviser agrees to: (i) cooperate with and provide reasonable assistance to the Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Adviser and 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, (ii) provide prompt responses to reasonable requests made by such persons and (iii) establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.

(g) CONSULTATION WITH OTHER SUB-ADVISERS. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

2. CODE OF ETHICS. The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Adviser and the Trust. The Sub-Adviser shall ensure that its Access Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material respects with the Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond to requests for information from the Adviser and the Trust as to material violations of the Code by Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser shall immediately notify the Adviser and the Trust of any material violation of the Code, whether or not such violation relates to a security held by any Fund.

3. INFORMATION AND REPORTING. The Sub-Adviser shall provide the Adviser, the Trust, and their respective officers with such periodic reports concerning the obligations the Sub-Adviser has assumed under this Agreement as the Adviser and the Trust may from time to time reasonably request.

(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-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 and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Adviser will promptly notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body,

involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(b) INSPECTION. Upon reasonable request and with reasonable notice, the Sub-Adviser agrees to make its records and premises (including the availability of the Sub-Adviser's employees for interviews), to the extent that they relate to the conduct of services provided to the Fund or the Sub-Adviser's conduct of its business as an investment adviser, reasonably available for compliance audits by the Adviser or the Trust's officers, employees, accountants or counsel; in this regard, the Trust and the Adviser acknowledge that the Sub-Adviser shall have no obligation to make available proprietary information unrelated to the services provided to the Fund or any information related to other clients of the Sub-Adviser, except to the extent necessary for the Adviser to confirm the absence of any conflict of interest and compliance with any laws, rules or regulations in the management of the Fund. Each party will be responsible for their own costs related to any such inspection.

(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide the Adviser and 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 Sub-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.

(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the Adviser and the Trust such information concerning portfolio transactions as may be necessary to enable the Adviser, Trust or their designated agents to perform such compliance testing on the Fund and the Sub-Adviser's services as the Adviser and the Trust may, in their sole discretion, determine to be appropriate. The provision of such information by the Sub-Adviser to the Adviser, Trust or their designated agents in no way relieves the Sub-Adviser of its own responsibilities under this Agreement.

4. BROKERAGE.

(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of securities for the account of a Fund, neither the Sub-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 Sub-Adviser shall arrange for the placing of all orders for the purchase and sale of securities for a Fund's account with brokers or dealers

selected by the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser is directed at all times to seek for a Fund best execution and net price available under the circumstances. It is also understood that it is desirable for the Fund that the Sub-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 Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Adviser and 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 Sub-Adviser in connection with its or its affiliates' services to other clients.

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

(d) AFFILIATED BROKERS. The Sub-Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for a Fund, subject to: (a) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in a 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 Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from a Fund for these services in addition to the Sub-Adviser's fees for services under this Agreement.

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

6. ALLOCATION OF CHARGES AND EXPENSES. During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commissions, if any) purchased for the Assets and investment-related expenses reasonably incurred by the Sub-Adviser that are directly related to portfolio transactions and positions for the Assets (including direct expenses associated with the investments of the assets, transfer taxes and premiums, taxes withheld on foreign dividends, investment-related interest expense, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees). The Sub-Adviser shall be responsible for all the costs associated with any special meetings of the Board or

shareholders convened as a result of a change in control of the Sub-Adviser resulting in an assignment of this Agreement under the 1940 Act (including, but not limited to, the legal fees associated with preparing a prospectus supplement or proxy statement and associated mailing and solicitation costs).

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a) PROPERLY REGISTERED. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-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 Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-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 Sub-Adviser has provided the Trust with a copy of Part I of its Form ADV as most recently filed with the Commission and its Part 2A as most recently updated and will, promptly after filing any amendment to its Form ADV with the Commission or updating its Part 2A, 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. The Trust agrees to accept all copies of Form ADV via electronic delivery.

(c) FUND DISCLOSURE DOCUMENTS. The Sub-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") within a reasonable time following any such material being furnished to the Sub-Adviser by the Trust or the Trust's service providers and represents and warrants, solely with respect to information related to the Sub-Adviser or its services provided to the Fund, that 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) INSURANCE. The Sub-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 Sub-Adviser

shall, upon reasonable request, provide the Trust with certificates of insurance concerning the amount of or scope of such insurance.

(e) NO DETRIMENTAL AGREEMENT. The Sub-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 Sub-Adviser with respect to its selection of securities for a Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund.

(f) CONFLICTS. The Sub-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.

(g) 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.

(h) REPRESENTATIONS OF THE ADVISER. The Adviser represents, warrants and agrees that: (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) it is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) it is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to the Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; and (iv) it has received a copy of the Sub-Adviser's Part I of its Form ADV as most recently filed with the Commission and its Part 2A as most recently updated and will, promptly after filing any amendment to its Form ADV with the Commission or updating its Part 2A, furnish a copy of such amendments or updates to the Trust.

8. USE OF NAMES AND LOGOS. The Sub-Adviser hereby consents to the use of its name in the Trust's Disclosure Documents and shareholder communications and, subject to the prior written consent of the Sub-Adviser, in advertising, sales literature and similar communications, which consent shall not be unreasonably withheld. The Sub-Adviser shall not use the name or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Adviser, the Trust, the Fund or any of their affiliates in its marketing materials unless it first receives prior written approval of the Adviser, except as required by law or regulation. It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name, is the valuable property of the party in question and its affiliates, and that each other party has the right to use

such names pursuant to the relationship created by, and in accordance with the terms of, this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extent that continued use is not required by applicable laws, rules and regulations.

9. SUB-ADVISER'S COMPENSATION. The Adviser shall pay to the Sub-Adviser, as compensation for the Sub-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 Adviser. A Fund shall have no responsibility for any fee payable to the Sub-Adviser.

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

10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the Sub-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 Fund, the Trust or the Adviser in any way or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of a Fund, the Sub-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, (i) in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act) and by the rules promulgated thereunder; provided that such termination shall not relieve the Adviser or the Sub-Adviser of any liability incurred hereunder.

This Agreement may not be amended orally and may not be amended 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(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows:

(c) The Sub-Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser; or

(d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the 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 Sub-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

(e) 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 Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser. The Sub-Adviser may retain a copy of the Fund's Books and Records as required to meet record retention obligations imposed by law or regulation.

13. CERTAIN DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT:

14. LIABILITY OF THE SUB-ADVISER.

(a) The Sub-Adviser shall, solely with respect to information and statements related to the Sub-Adviser or its services to the Fund, have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents, provided the Trust or the Trust's service providers have provided the Adviser with the information for review and approval, as contemplated by clause 7(c) hereof, prior to disseminating the Fund's Disclosure Documents to the public.

(b) The Sub-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 Sub-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 Sub-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").

(c) The Sub-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 Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) solely with respect to information and statements related to the Sub-Adviser or its services to the Fund, any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document 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 Sub-Adviser's willful misfeasance, bad faith, or negligence in the 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.

(d) The Adviser agrees to indemnify and hold harmless the Sub-Adviser and its directors, officers, agents and employees ("Sub-Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser Indemnitees are subject, which are caused by (i) the Adviser's willful misfeasance, bad faith, or gross negligence in the performance of the Adviser's obligations and duties under this Agreement or obligations and duties to the

Trust or a Series under the Advisory Agreement, or by reason of the Adviser's reckless disregard of such obligations and duties, or (ii) any untrue statement of a material fact contained in the Series' Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials or the omission to state therein a material fact which was required to be stated therein or necessary to make the statements therein not misleading, unless and to the extent such statement or omission was made in reliance upon, and is consistent with, the information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees for use therein; provided, however, that in no case is the Adviser's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

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

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.

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.

ACADIAN ASSET MANAGEMENT LLC

By: /s/ Mark Minichiello
    ----------------------
Name: Mark Minichiello
Title: Chief Operating Officer

FIERA CAPITAL INC.

By: /s/ Stephen McShea
    ----------------------
Name: Stephen A. McShea
Title: General Counsel

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED NOVEMBER 1, 2016 BETWEEN
FIERA CAPITAL INC.
AND
ACADIAN ASSET MANAGEMENT, LLC

The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund as may be allocated by the Adviser to the Sub-Adviser from time to time under the following fee schedule:

FUND RATE
Fiera Diversified Alternatives Fund [Redacted]

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of November 1st, 2016 by and between RWC Asset Advisors (US) 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 November 1st, 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, shareholder servicing 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.

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

RWC ASSET ADVISORS (US) LLC

/s/ Paul Larche
---------------
Name: Paul Larche
Title: Authorized

/s/ Dan Mannix
--------------
Name: Dan Mannix
Title: Authorized

SCHEDULE A

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Funds of the Trust:

-----------------------------------------------------------------------------------------------------
NAME OF FUND             SHARE CLASS              MAXIMUM ANNUAL         INITIAL TERM END DATE
                                                  OPERATING EXPENSE
                                                  LIMIT
-----------------------------------------------------------------------------------------------------
RWC Global Emerging      Class N Shares           1.25%                  January 29, 2018
                         -------------------
Equity Fund              Class I Shares
                         -------------------
                         Institutional Class
                         Shares
-----------------------------------------------------------------------------------------------------

A-1

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of December 15, 2016 by and between GQG Partners, 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 and the Adviser have entered into an Investment Advisory Agreement dated December 15, 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;

NOW THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding any class-specific expenses, interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other non-routine expenses not incurred in the ordinary course of such Fund's business) 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.

2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

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.

3. TERM AND TERMINATION OF AGREEMENT.

4. . by the Trust, for any reason and at any time, provided, however, that the Adviser's right to reimbursement pursuant to section 2 of this Agreement shall survive termination by the Trust;

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

4. MISCELLANEOUS.

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.

4.6. 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.

[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

GQG PARTNERS LLC

/s/ Rajiv Jain
--------------
Name: Rajiv Jain
Title: CIO

/s/ Melodie Zalakuk
Name: Melodie Zalakuk
Title: COO

SCHEDULE A

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Funds of the Trust:

------------------------------------------------------------------------------------------------
NAME OF FUND          SHARE CLASS        MAXIMUM ANNUAL             INITIAL TERM END DATE
                                         OPERATING EXPENSE
                                         LIMIT
------------------------------------------------------------------------------------------------
GQG Partners          Investor           1.08% (excluding           November 30, 2018
Emerging Markets                         shareholder servicing
Equity Fund                              fees of 0.25%)
------------------------------------------------------------------------------------------------
GQG Partners          Institutional      1.08%                      November 30, 2018
Emerging Markets
Equity Fund
------------------------------------------------------------------------------------------------
GQG Partners          R6                 1.08%                      November 30, 2018
Emerging Markets
Equity Fund
------------------------------------------------------------------------------------------------

A-1

AMENDED EXHIBIT A
TO
THE ADVISORS' INNER CIRCLE FUND III
SHAREHOLDER SERVICES PLAN
DATED DECEMBER 8, 2016

SHAREHOLDER SERVICE FEES

           FUND                                           CLASS OF SHARES                      MAXIMUM SHAREHOLDER SERVICE FEE
------------------------------------------------------------------------------------------------------------------------------------
NorthPointe Small Cap Value Fund                          Investor Class Shares                          0.25%
------------------------------------------------------------------------------------------------------------------------------------
NorthPointe Large Cap Value Fund                          Investor Class Shares                          0.25%
------------------------------------------------------------------------------------------------------------------------------------
Rothschild Larch Lane Alternatives Fund                   Investor Class Shares                          0.10%
------------------------------------------------------------------------------------------------------------------------------------
Logan Circle Partners Core Plus Fund                      R Class Shares                                 0.25%
------------------------------------------------------------------------------------------------------------------------------------
Logan Circle Partners Multi-Sector Fixed Income Fund      R Class Shares                                 0.25%
------------------------------------------------------------------------------------------------------------------------------------
Knights of Columbus Core Bond Fund                        Class S Shares                                 0.20%
                                                          --------------------------------------------------------------------------
                                                          Investor Shares                                0.20%
------------------------------------------------------------------------------------------------------------------------------------
Knights of Columbus Limited Duration Bond Fund            Class S Shares                                 0.20%
                                                          --------------------------------------------------------------------------
                                                          Investor Shares                                0.20%
------------------------------------------------------------------------------------------------------------------------------------
Knights of Columbus Large Cap Growth Fund                 Class S Shares                                 0.20%
                                                          --------------------------------------------------------------------------
                                                          Investor Shares                                0.20%
------------------------------------------------------------------------------------------------------------------------------------
Knights of Columbus Large Cap Value Fund                  Class S Shares                                 0.20%
                                                          --------------------------------------------------------------------------
                                                          Investor Shares                                0.20%
------------------------------------------------------------------------------------------------------------------------------------
Knights of Columbus Small Cap Equity Fund                 Class S Shares                                 0.20%
                                                          --------------------------------------------------------------------------
                                                          Investor Shares                                0.20%
------------------------------------------------------------------------------------------------------------------------------------
Knights of Columbus International Equity Fund             Class S Shares                                 0.20%
                                                          --------------------------------------------------------------------------
                                                          Investor Shares                                0.20%
------------------------------------------------------------------------------------------------------------------------------------
PineBridge Dynamic Asset Allocation Fund                  Investor Servicing Shares                      0.15%
------------------------------------------------------------------------------------------------------------------------------------
SGA International Equity Fund                             Investor Shares                                0.25%
------------------------------------------------------------------------------------------------------------------------------------
SGA International Equity Plus Fund                        Investor Shares                                0.25%
------------------------------------------------------------------------------------------------------------------------------------
SGA International Small Cap Equity Fund                   Investor Shares                                0.25%
------------------------------------------------------------------------------------------------------------------------------------
SGA Global Equity Fund                                    Investor Shares                                0.25%
------------------------------------------------------------------------------------------------------------------------------------
RWC Global Emerging Equity Fund                           Class N Shares                                 0.15%
                                                          --------------------------------------------------------------------------
                                                          Class I Shares                                 0.15%
------------------------------------------------------------------------------------------------------------------------------------
GQG Partners Emerging Markets Equity Fund                 Investor Shares                                0.25%
------------------------------------------------------------------------------------------------------------------------------------

MORGAN LEWIS

December 28, 2016

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

Re: Opinion of Counsel regarding Post-Effective Amendment No. 83 to the Registration Statement filed on Form N-1A under the Securities Act of 1933

(File No. 333-192858)

Ladies and Gentlemen:

We have acted as counsel to The Advisors' Inner Circle Fund III (the "Trust"), a Delaware statutory trust, in connection with the above-referenced registration statement (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 portfolio of the Trust: GQG Partners Emerging Markets Equity Fund (the "Fund"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 83 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 Fund; and

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

MORGAN, LEWIS & BOCKIUS LLP

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

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.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP
-------------------------------

SCHEDULE I
DATED DECEMBER 8, 2016
TO
THE ADVISORS' INNER CIRCLE FUND III
AMENDED AND RESTATED RULE 18F-3 MULTIPLE CLASS PLAN
DATED FEBRUARY 12, 2014

GQG PARTNERS EMERGING MARKETS EQUITY FUND
(a Fund to which GQG Partners LLC serves as investment adviser)

-----------------------------------------------------------------------------------------------------
                                               INSTITUTIONAL
                   FUND                           SHARES          R6 SHARES      INVESTOR SHARES
-----------------------------------------------------------------------------------------------------
GQG Partners Emerging Markets Equity Fund            X                X                 X
-----------------------------------------------------------------------------------------------------

EXHIBIT I.1

GQG PARTNERS EMERGING MARKETS EQUITY FUND

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 principally designed for purchase by institutional investors, subject to the minimum investment requirement described in the Fund's 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. CONVERSION RIGHTS

a. Conversion at the Option of a Shareholder

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

b. Conversion at the Option of the Fund

In the event that a shareholder no longer meets the eligibility requirements for investment in Institutional Shares, the 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.

5. LIMITATION ON CONVERSION RIGHTS

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

EXHIBIT I.2

GQG PARTNERS EMERGING MARKETS EQUITY FUND

CERTIFICATE OF CLASS DESIGNATION

R6 Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

R6 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

R6 Shares are principally designed for purchase through Section 401(k),
403(b), 457, profit-sharing, money purchase pension, defined benefit pension, non-qualified deferred compensation plans or other employee benefit plans that are sponsored by one or more employers or employee organizations ("Employee Benefit Plans"), subject to the minimum investment requirement described in the Fund's prospectus(es). Such an Employee Benefit Plan must purchase R6 Shares through a plan level or omnibus account.

3. VOTING RIGHTS

Each shareholder of R6 Shares will have one vote for each full R6 Share held and a fractional vote for each fractional R6 Share held. Shareholders of R6 Shares will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to R6 Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to R6 Shares);
(ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of R6 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. CONVERSION RIGHTS

a. Conversion at the Option of a Shareholder

Shareholders of R6 Shares of the Fund may convert such R6 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 Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the Fund's prospectus(es).

b. Conversion at the Option of the Fund

In the event that a shareholder no longer meets the eligibility requirements for investment in R6 Shares, the Fund may, in its discretion, elect to convert such shareholder's R6 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 R6 Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

5. LIMITATION ON CONVERSION RIGHTS

EXHIBIT I.3

GQG PARTNERS EMERGING MARKETS EQUITY FUND

CERTIFICATE OF CLASS DESIGNATION

Investor Shares

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Investor Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee, but are subject to a shareholder service fee that is payable under a Shareholder Service Plan.

Under the terms of the Shareholder Service Plan, the Fund is permitted to compensate, out of the Investor 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 Fund on behalf of their customers who are Investor Shares shareholders, as described in the Fund's prospectus(es).

2. ELIGIBILITY OF PURCHASERS

Investor Shares are principally designed for purchase by individual investors, subject to the minimum investment requirement described in the Fund's 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. CONVERSION RIGHTS

a. Conversion at the Option of a Shareholder

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

b. Conversion at the Option of the Fund

In the event that a shareholder no longer meets the eligibility requirements for investment in Investor Shares, the 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.

5. LIMITATION ON CONVERSION RIGHTS

APPENDIX A

FIERA CAPITAL INC.

CODE OF ETHICS

JUNE 2016

The Code of Ethics (this "CODE") is the property of Fiera Capital Inc. (the "FIRM") and must be returned to the Firm should an employee's association with the Firm terminate for any reason. The contents of the Code are confidential and should not be revealed to third parties. The Code is intended to give sufficient information and guidance such that an employee may gain an understanding of the standards of business conduct applicable to employees as well as the regulatory rules and requirements that the Firm is subject to. Circumstances vary and practices evolve. To retain flexibility and relevance, new policies, guidance and amendments may be promulgated by email or even verbally before ultimately being incorporated into the Code. Such communications should be considered to be as valid and binding as the formal guidance contained in the Code. Where the information or guidance contained in the Code or in the Firm's Compliance Manual (the "MANUAL") does not appear to address your particular situation you should consult with the Firm's Chief Compliance Officer.

FIERA CAPITAL INC. CODE OF ETHICS

TABLE OF CONTENTS

Definitions .....................................................................   3
Background ......................................................................   6
Standards of Business Conduct ...................................................   7
Insider Trading Policy ..........................................................   8
Personal Securities Transactions Policy .........................................  12
External Activities Policy ......................................................  18
Gifts and Entertainment Policy ..................................................  20
Attachment A -- Code Ethics Acknowledgement Form ................................  21
Attachment B -- Employee Compliance Questionnaire ...............................  22
Attachment C -- Pre-clearance Form for Securities Transactions ..................  25
Attachment D -- Quarterly Reporting Form: Transactions and Accounts .............  27
Attachment E -- Initial/Annual Holdings Reporting Form: Reportable Securities ...  28
Attachment F -- Initial/Annual Holdings Reporting Form: Accounts ................  29
Attachment G -- Letter to a Broker/Dealer .......................................  30
Attachment H -- Gift and Entertainment Pre-clearance ............................  31
Attachment I -- Gifts and Entertainment Log .....................................  32

Page 2

FIERA CAPITAL INC. CODE OF ETHICS

DEFINITIONS

o ACCESS PERSON -- An Access Person is a Supervised Person who has access to non-public information regarding any client' s trading or any reportable fund's holdings, who is involved in making securities recommendations to Clients, or who has access to non- public securities recommendations. Due to the Firm's structure, all of the Firm's Employees are presumed to be Access Persons. For the purpose of the Code, independent directors or Non-resident Directors are not considered Supervised Persons, and therefore, are not Access Persons.

o ADVISERS ACT -- Investment Advisers Act of 1940, as amended.

o AUTOMATIC INVESTMENT PLAN -- A program in which regular trades are made automatically in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

o BENEFICIAL INTEREST -- Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability, directly or indirectly, to profit or share in any profit from a securities transaction. An individual generally has a Beneficial Interest in all securities held directly or indirectly, as well as those owned directly or indirectly by family members sharing the same household. Examples are provided within the Personal Securities Transaction Policy.

o BOARD -- The Firm's Board of Directors.

o CEO -- The Firm' s Chief Executive Officer.

o CCO -- The Firm' s Chief Compliance Officer.

o CFTC -- Commodity Futures Trading Commission.

o CLIENTS -- Separate managed accounts, private funds or registered funds.

o COMPLIANCE TEAM -- Means the CCO and various other employees reporting to the CCO and/or the Firm' s General Counsel, such as employees holding the following, or similar titles: Compliance Officer; Paralegal; Compliance Analyst; Associate General Counsel; or Senior Associate General Counsel.

o EMPLOYEES -- The Firm' s officers, principals and employees as well as Associated Persons.

o ERISA -- The Employee Retirement Income and Savings Act of 1974, as amended.

o FEDERAL SECURITIES LAWS -- The Federal Securities Laws includes the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

Page 3

FIERA CAPITAL INC. CODE OF ETHICS

o FIERA ASSOCIATED PERSONS -- Employees of Fiera Capital Corporation that perform services for Clients who have agreed to comply with the PA Manual with respect to services performed for Clients.

o FIRM -- Fiera Capital Inc.

o INVESTMENT COMPANY ACT -- The Investment Company Act of 1940, as amended.

o INSIDER TRADING -- Trading personally or on behalf of others on the basis of Material Non-Public Information, or improperly communicating Material Non-Public Information to others.

o IPO -- An initial public offering. An IPO is an offering of Securities registered under the Securities Act where the issuer, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Exchange Act.

o MATERIAL NON-PUBLIC INFORMATION -- Information that (i) has not been made generally available to the public, and that (ii) a reasonable investor would likely consider important in making an investment decision. Consult the Firm' s CCO if you are unsure whether information constitutes Material Non-Public Information.

o MUTUAL FUND(S) -- The registered investment companies advised or sub-advised by the Firm.

o NONPUBLIC PERSONAL INFORMATION -- Regulation S-P defines "nonpublic personal information" to include personally identifiable financial information that is not publicly available, as well as any list, description, or other grouping of consumers derived from nonpublic personally identifiable financial information.

o NON-RESIDENT DIRECTOR -- Any director of the Firm who (a) is not an officer, employee or shareholder of the Firm, (b) does not maintain a business address at the Firm, (c) does not, in the ordinary course of his business, receive or have access to current information regarding the purchase or sale of securities by the Firm, information regarding recommendations concerning the purchase or sale of securities by the Firm or information regarding securities being considered for purchase or sale by the Firm, and (d) does not, in the ordinary course of his business, receive or have access to current information regarding the portfolio holdings of any investment fund the Firm or its control affiliates manage or of any investment fund in which the Firm's clients have invested.

o PA MANUAL -- The Participating Affiliate Compliance Policies and Procedures attached as Appendix P to the Manual.

o PRIVATE PLACEMENT -- Also known as a "Limited Offering. " An offering that is exempt from registration pursuant to sections 4(2) or 4(6) of the Securities Act, or pursuant to Rules 504, 505, or 506 of Regulation D.

o SECURITY -- 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, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a Security, fractional

Page 4

FIERA CAPITAL INC. CODE OF ETHICS

undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), 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 Any questions about whether an instrument is a Security for purposes of the Federal Securities Laws should be directed to the CCO.

o SEC -- The Securities and Exchange Commission.

o SECURITIES ACT -- The Securities Act of 1933, as amended. o SENIOR MANAGEMENT -- The CEO and/or the Board.

o SUPERVISED PERSON -- An adviser's Supervised Persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser' s supervision and control. For the purposes of the Code, independent directors are not considered supervised persons.

o SRO -- A self-regulatory organization, such as FINRA.

Page 5

FIERA CAPITAL INC. CODE OF ETHICS

BACKGROUND

The Code of Ethics (the "CODE") is comprised of Standards of Business Conduct, an Insider Trading Policy, a Personal Securities Transaction Policy, and an External Activities Policy. The Code is premised on the principle that Fiera Capital Inc. (the "FIRM") owes a fiduciary duty to its Clients and is designed to comply with Section 204A and Rule 204A-1 of the Advisers Act and Rule 17j-1 of the Investment Company Act. As discussed in greater detail below, Employees must:

o Comply with Federal Securities Laws;

o Comply with this Standards of Business Conduct, the Insider Trading Policy, the Personal Securities Transaction Policy, and the External Activities Policy detailed below;

o Promptly report any improper or suspicious activities, including any suspected violations of the Code to the Compliance Team;

o Provide the Compliance Team written acknowledgement of receipt of the Code initially upon employment and upon request of the Compliance Team (utilizing a form substantially similar to Attachment A); and

o Provide the CCO all information necessary to assess compliance risk for the Firm (typically, such information will be solicited annually using a form substantially similar to Attachment B).

Any questions with respect to the Code should be directed to the Compliance Team.

The scope of the Code and its operation reflect the fact that a separate code of ethics (the "REGISTERED FUND CODE") has been adopted for each Mutual Fund. The provisions of the Registered Fund Code are applicable to the Mutual Fund and its Covered Persons only to the extent such Covered Person is not otherwise covered by the Code. "Covered Persons" means: (1) the directors, trustees and officers of the Mutual Fund; (2) any person who, in connection with his regular functions or duties, participates in the selection of, or regularly obtains information regarding, the securities currently being purchased, sold or considered for purchase or sale by the Mutual Fund; and (3) any natural person in a control relationship to the Mutual Fund or its investment adviser who obtains information concerning recommendations made to the Mutual Fund with regard to the purchase or sale of securities by the Mutual Fund; PROVIDED, HOWEVER, the term "Covered Persons" does not include persons who are subject to the Code.

Except as otherwise set forth in the PA Manual, Fiera Associated Persons shall only be subject to the Code of Conduct adopted by Fiera Capital Corporation ("AFFILIATED CODE"), together with those portions of the PA Manual addressing personal trading, reporting thereon and other provisions required to be included in a Rule 17j-1 compliant code of ethics (the "PA Manual Code"). Both the Affiliated Code and the PA Manual Code shall be enforced and supervised in accordance with their respective terms.

In the event of a material change to the Code, the Affiliated Code, or the PA Manual Code, as the case may be, the CCO shall inform each Mutual Fund's Chief Compliance Officer of such change and ensure that the change is approved by each Mutual Fund's board of directors no later than six months after the change is adopted. In addition, annually, the CCO will provide to each

Page 6

FIERA CAPITAL INC. CODE OF ETHICS

Mutual Fund's board of directors a written report that: (1) describes any issues arising under the Code, the Affiliated Code, or the PA Manual Code since the last report to the Mutual Fund's board of directors, including information about material violations of the Code, the Affiliated Code or the PA Manual Code and any sanctions imposed in response to the material violations; and (2) certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code, the Affiliated Code and the PA Manual Code.

STATEMENT OF POLICY

In addition to the general principles of conduct stated in the Code and the specific trading restrictions and reporting requirements described herein, the Code requires all Employees to comply with applicable federal securities laws. Without limiting the generality of the foregoing, no Employee shall:

o defraud a client in any manner;

o mislead a client, including by making a statement that omits material facts;

o engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a client;

o engage in any manipulative practice with respect to a client; or

o engage in any manipulative practice with respect to securities, including price manipulation.

STANDARDS OF BUSINESS CONDUCT

The Code sets forth standards of business conduct that the Firm requires of its Supervised Persons and that relate to the Firm's and Supervised Persons' fiduciary obligations. Supervised Persons should maintain the highest ethical standards in carrying out the Firm's business activities. The Firm's reputation is one of its most important assets. Maintaining the trust and confidence of clients is a vital responsibility. This section sets forth the Firm's business conduct standards.

The Firm and its Senior Management have the following expectations for Employees:

o We expect all Employees to act with integrity and in an ethical manner when dealing with the public, current and prospective Clients and Investors, and fellow Employees;

o We expect all Employees to adhere to the highest standards with respect to any potential conflicts of interest with Clients and/or Investors -- simply stated, no Employee should ever enjoy a benefit at the detriment of any Client or Investor;

o We expect all Employees to notify the CCO promptly in the event that the Employee may have failed to comply with (or becomes aware of another person's failure to comply with) the policies and procedures set forth in the Manual or the Code; and

o We expect all Employees to cooperate to the fullest extent reasonably requested by the CCO so as to enable: (i) the CCO to discharge his respective duties under the Manual and the Code and (ii) the Firm to comply with the Federal Securities Laws to which it is subject.

Page 7

FIERA CAPITAL INC. CODE OF ETHICS

REPORTING VIOLATIONS AND REMEDIAL ACTIONS

The Firm takes the potential for conflicts very seriously. Improper actions by the Firm or its Employees could have severe negative consequences for the Firm, its Clients and Investors, and its Employees. Impropriety, or even the appearance of impropriety, could negatively impact all Employees, including people who had no involvement in the problematic activities.

Therefore, Employees are required to promptly report any improper or suspicious activities, including any suspected violations of the Code, to the CCO. An Employee's identification of a material compliance issue will be viewed favorably by the Firm's Senior Management. Management is aware of the consequence that may result from this requirement, and shall take action against any Employee that seeks retaliation against another for reporting violations or potential issues. All reports of potential issues will be treated as being made on an anonymous basis. Any reports of potential problems will be thoroughly investigated by the Compliance Team, who will report directly to Senior Management on the matter. Any problems identified during the review will be addressed in ways that reflect the Firm's fiduciary duty to its Clients.

If any violation of the Firm's Code, and in particular the Personal Securities Transactions Policy, is determined to have occurred, the Firm may impose sanctions and take such other actions as Senior Management deems appropriate. These actions may include requiring that the trades in question be reversed, requiring the disgorgement of profits, issuing a letter of caution or warning, issuing a suspension of personal trading rights, suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, termination of employment or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits shall be paid to the applicable Client(s), if any, as Senior Management shall determine to be appropriate.

If the CCO determines that a material violation of the Code has occurred, the CCO will promptly report the violation, and any association action(s), to Senior Management. If Senior Management determines that the material violation may involve a fraudulent, deceptive or manipulative act with respect to a Mutual Fund, the Firm will report its findings to the Mutual Fund's Chief Compliance Officer and, if necessary and appropriate, the Mutual Fund's board of directors pursuant to Rule 17j-1.

INSIDER TRADING POLICY

Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser's business, to prevent the misuse of Material Non-Public Information by such investment adviser or any person associated with such investment adviser.

In the past, securities laws have been interpreted to prohibit the following activities:

o Trading by an insider while in possession of Material Non-Public Information; or

Page 8

FIERA CAPITAL INC. CODE OF ETHICS

o Trading by a non-insider while in possession of Material Non-Public Information, where the information was disclosed to the non-insider in violation of an insider' s duty to keep it confidential; or

o Communicating Material Non-Public Information to others in breach of a fiduciary duty.

WHOM DOES THE POLICY COVER?

This policy covers all Employees as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the Employee is a 10% or greater stockholder and a partnership of which the Employee is a partner unless the Employee has no direct or indirect control over the partnership.

WHAT INFORMATION IS MATERIAL?

Knowledge of the following types of information is generally regarded as material:

o Dividend or earnings announcements

o Write-downs or write-offs of assets

o Additions to reserves for bad debts or contingent liabilities

o Expansion or curtailment of company or major division operations

o Merger, joint venture announcements

o New product/service announcements

o Discovery or research developments

o Criminal, civil and government investigations and indictments

o Pending labor disputes

o Debt service or liquidity problems

o Bankruptcy or insolvency problems

o Tender offers, stock repurchase plans, etc.

o Information concerning upcoming research analyst recommendations (upgrades/downgrades) prior to dissemination

o Recapitalization

Information provided by a company could be material because of its expected effect on a particular class of a company's securities, all of the company's securities, the securities of another company, or the securities of several companies. The misuse of Material Non-Public Information applies to all types of securities, including equity, debt, commercial paper, government securities and options.

Material information does not have to relate to a company's business. For example, information about the contents of an upcoming newspaper column may affect the price of a Security, and therefore be considered material.

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FIERA CAPITAL INC. CODE OF ETHICS

WHAT INFORMATION IS NON-PUBLIC?

In order for issues concerning Insider Trading to arise, information must not only be material, but also non-public.

Once non-public information has been effectively distributed to the investing public, it can no longer be classified as Material Non-Public Information. However, the distribution of Material Non-Public Information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination.

Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving Material Non-Public Information. Whether the "tip" made to the Employee makes him/her a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure.

The "benefit" is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of a quid pro quo from the recipient by a gift of the information.

RUMORS

Rumors do not necessarily constitute public information. If the so-called "rumor" is reported in the financial press or available in a Google or other web search, then you can consider it public. However, if it is not disseminated in a manner that constitutes "public" information as described above there is the risk that the information is non-public and, if it is both material and was disclosed to the recipient, directly or indirectly, through the breach of a duty, then it is likely that the rumor is material non-public information. One acceptable way to determine whether a "rumor" is publicly available would be to do a web search on it or to call the issuer's public relations officer and inquire as to whether the company has publicly confirmed or denied the rumor. You should not contact any OTHER officer or employee of the issuer to determine the accuracy of a rumor because a confirmation or a denial of the rumor could, in itself, constitute non-public information.

RELATIONSHIPS WITH CLIENTS OR INVESTORS

Given the Firm's standing in the investment community, it has retained executives of public companies and other well connected individuals as Clients.
While the Firm may occasionally converse with these individuals as part of the normal course of its research/due diligence process, Portfolio Managers must be aware that the relationship could incentivize those individuals to divulge additional information (including Material Non-Public Information).

PENALTIES FOR TRADING ON MATERIAL NON-PUBLIC INFORMATION

Severe penalties exist for firms and individuals that engage in the misuse of material non-public information, including civil injunctions, treble damages, disgorgement of profits and jail

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FIERA CAPITAL INC. CODE OF ETHICS

sentences. Further, fines for individuals and firms found guilty of Insider Trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively.

PROCEDURES TO FOLLOW WHEN AN EMPLOYEE BELIEVES THAT THEY POSSESS MATERIAL NON-PUBLIC INFORMATION

If an Employee has questions as to whether they are in possession of Material Non-Public Information, they must inform the Compliance Team as soon as possible. From this point, the Employee, Compliance Team and other parties (as needed) will conduct research to determine if the information is likely to be considered important to individuals/entities in making investment decisions, and whether the information has been publicly disseminated. In addition, the Compliance Team may add the issuer and/or underlying public security on the Firm's Restricted List. The Firm's Restricted List is described in additional detail in the Personal Securities Transactions Policy of the Code.

Given the severe penalties imposed on individuals and firms engaging in Insider Trading, Employees:

o Shall not trade the securities of any company in which they possess Material Non-Public Information about the company.

o Shall not trade in any synthetic instruments that give the Firm' s clients exposure to the securities of any company in which they possess Material Non-Public Information about the company.

o Shall not trade the securities of any company in which they are deemed insiders who may possess Material Non-Public Information about the company.

o Shall not discuss any potentially Material Non-Public Information with colleagues, except as specifically required by their position.

o Shall immediately report the potential receipt of Material Non-Public Information to the CCO.

o Shall not proceed with any research, trading, etc. until the CCO informs the Employee of the appropriate course of action.

Upon the termination of employment for any reason, Employees must promptly turn over to the Firm all documents and other materials, in whatever form maintained (e.g., hard copy files, electronic files, portable storage drive, etc.), containing, reflecting, or otherwise relating in any way to, Material Non-Public Information.

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PERSONAL SECURITIES TRANSACTIONS AND REPORTING POLICIES

SUMMARY

o Employees may not purchase or sell any Covered Securities (defined below under CATEGORIES OF SECURITIES AND BENEFICIAL OWNERSHIP) unless the Employee has complied with the pre-clearance procedures set forth below.

o Employees must have written pre-clearance for all personal securities transactions in Covered Securities before completing any such transaction. The Firm reserves the right to withhold approval of any proposed transaction that may have the appearance of improper conduct.

o No pre-clearance is required for transactions taking place in Exempt Securities (defined below under CATEGORIES OF SECURITIES AND BENEFICIAL OWNERSHIP).

o Employees must provide quarterly transactions and brokerage account reports, and initial and annual holdings and brokerage account reports, in each case as set out below under REPORTING REQUIREMENTS.

Details of the mechanics, operations and obligations of these policies and procedures are set forth below. All Employees are expected to read, understand and comply with these procedures and obligations. Please direct any questions to the Compliance Team.

CATEGORIES OF SECURITIES AND BENEFICIAL OWNERSHIP

The following lists define categories of securities and the pre-clearance requirements for each category. If an Employee has any uncertainty as to which category applies to a particular security the Employee must contact the Compliance Team.

A. SECURITIES TRANSACTIONS THAT REQUIRE PRE-CLEARANCE.

(1) COVERED SECURITIES. Employees MUST PRE-CLEAR any transaction in the following categories of securities in which the Employee has any beneficial ownership (explained below) (collectively, "COVERED SECURITIES"):

o any equity security of a company;

o any bond or other debt instrument of a company (a "COMPANY DEBT INSTRUMENT");

o options on any equity security of a company or Company Debt Instrument;

o futures contracts on any equity security of a company or Company Debt Instrument;

o shares of and/or interests in private investment funds, hedge funds, investment clubs and any other pooled investment vehicles exempt from registration under the Investment Company Act (collectively, "HEDGE FUNDS" );

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o interests in any other limited partnerships (including limited liability and other companies that are treated as partnerships for U. S. federal income tax purposes) whether or not Hedge Funds (as defined above);

o Shares issued by open-end funds and exchange-traded funds ("ETFS ") managed or sub-advised by the Firm or its affiliates ("AFFILIATED MUTUAL FUNDS" ); and

o Securities in limited or private offerings (commonly referred to as private placements) or IPOs.

B. SECURITIES TRANSACTIONS THAT DO NOT REQUIRE PRE-CLEARANCE.

(1) EXEMPT SECURITIES. Employees are NOT REQUIRED TO PRE-CLEAR any transaction in the following categories of securities (collectively, "EXEMPT SECURITIES"):

o Direct obligations of the government of the United States;

o Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

o Shares issued by money market funds;

o Interests in 529 college savings plans;

o Shares issued by open-end funds and ETFs that are not Affiliated Mutual Funds; and

o Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds.

(2) AUTOMATIC INVESTMENT PLANS AND NON-DISCRETIONARY ACCOUNTS. Pre-clearance is not required for transactions in any security or other instrument effected: (i) pursuant to an automatic investment plan; or (ii) in an account over which an the Employee has no direct or indirect influence or control (E.G., any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated money manager and over which such Employee has no direct or indirect influence or control) ("NON-DISCRETIONARY ACCOUNTS"), provided a broker letter is on file. For Non-Discretionary Accounts, a letter from the broker in which the account is maintained must be submitted to the Compliance Team through MCO or transactions in such accounts will need to be reported. Employees may be required to make additional representations each quarter with respect to these accounts. The Compliance Team will determine on a case-by-case basis whether an account qualifies for either of these exceptions.

WHAT IS 'BENEFICIAL OWNERSHIP'?

Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability, directly or indirectly, to profit or share in any profit from a securities transaction.

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FIERA CAPITAL INC. CODE OF ETHICS

The following are examples of indirect pecuniary interests in securities:

o Securities held by members of the Employees' immediate family sharing the same household. For this purpose "immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law. Adoptive relationships are included;

o Employees' interests as a general partner in securities held by a limited partnership; and

o Employees' interests as a manager or member in the securities held by a limited liability company.

Employees do not have an indirect pecuniary interest in securities held by entities in which they hold an equity interest unless they are a controlling equity holder or they have or share control over the securities held by the entity.

Employees do have a pecuniary interest in the securities held by any trust (1) where the Employee has the power to revoke the trust without the consent of another person (excluding immediate family members), and/or (2) the beneficiaries of which are or include the Employee or members of the Employee's immediate family.

PRE-CLEARANCE PROCEDURES

Employees must request pre-clearance for transactions in Covered Securities by completing a pre-clearance request form on the Firm's electronic compliance monitoring system MYCOMPLIANCEOFFICE ("MCO") in advance of the proposed transaction (an example of the information required in such form is set out in Attachment C). Once pre-clearance is granted to an Employee, such Employee may only transact in that security in the current trading day. If the Employee wishes to transact in that security after the respective market close, he or she must again obtain pre-clearance. With respect to limited partnerships, limited liability companies and similar entities, once pre-clearance is granted an employee may transact in that entity through the planned subscription date or the period indicated in the pre-clearance request.

All personal trades, either pre or post execution will be reviewed through MCO.

ADDITIONAL TRADING RESTRICTIONS

ACTIVE SECURITIES TRANSACTIONS. Certain securities transactions in Covered Securities, even if pre-cleared, may nevertheless be problematic from an actual or implied conflict of interest perspective. Those are pre-cleared transactions in Covered Securities where trading in such securities in our client accounts was discovered to have occurred within three (3) business days before or three
(3) business days after the pre-cleared Covered Securities transaction (an "ACTIVE SECURITIES TRANSACTION"). Accordingly, the Compliance Team may require an Employee to undo an Active Securities Transaction based on the various facts and circumstances around such Active Securities Transaction.

RESTRICTED LIST. The Firm maintains a restricted list ("RESTRICTED LIST") on MCO containing the names of issuers (including the underlying securities) in which Clients and/or employees are

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FIERA CAPITAL INC. CODE OF ETHICS

prohibited from conducting any trading activity. Restricted securities typically include, but are not limited to, securities in which the Firm may possess Material Non-Public Information; clients who are, or senior employees of, a publicly traded company; shares of Fiera Capital Corporation; shares of a Mutual Fund; etc. The CCO under limited circumstances, and after careful consideration, may grant an exception to such policy.

The Compliance Team is responsible for maintaining the Restricted List and will periodically review and update as necessary. In addition, the Firm will monitor Client and employee trading activity to identify suspicious trading activities in issuers or securities found on the Restricted List.

AFFILIATED MUTUAL FUNDS. Employees invested in any Affiliated Mutual Funds are required to hold positions for a period of no less than thirty (30) days and to trade in compliance with all requirements outlined in the Affiliated Mutual Fund's prospectus. For any questions, please see the Compliance Team.

REPORTING REQUIREMENTS

In order for the Firm to determine if there are any indications of scalping, frontrunning, or the appearance of any conflicts of interest, including, for example, any personal trading in securities also held by a Mutual Fund, each Employee shall submit the following reports in the forms through MCO, showing all holdings, accounts and transactions in Covered Securities and ETFs in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, but excluding holdings or transactions in any Non-Discretionary Accounts (collectively, "REPORTABLE SECURITIES").

QUARTERLY TRANSACTION AND ACCOUNT OPENING REPORTS

Employees are requested, but not required, to instruct their banks and brokers to send to the Firm duplicate brokerage account statements, to be received through MCO. If an Employee's trades do not occur through a broker or bank (E.G., a purchase of a private investment fund) or if the Employee's bank or broker does not deliver duplicate statements through MCO, such transactions shall be reported separately on the quarterly personal securities transaction report via MCO in an electronic form, which for reference is substantially similar to the form set forth in Attachment D.

The trade confirmations and transaction reports required hereunder shall contain at least the following information for each transaction in which the Employee had, or as a result of the transaction acquired, any direct or indirect beneficial ownership: (a) the date of the transaction, the name of the Reportable Security and, as applicable, the exchange ticker symbol and CUSIP number, the interest rate and maturity date, and the number of shares or the principal amount of each Reportable Security involved; (b) the nature of the transaction (I.E., purchase, sale or any other type of acquisition or disposition); (c) the price at which the transaction was effected; (d) the name of the bank or broker with or through which the transaction was effected; and
(e) the date that the report is submitted.

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FIERA CAPITAL INC. CODE OF ETHICS

On a quarterly basis Employees are also required to report any new brokerage accounts opened or existing accounts closed through MCO (see example of form of report in Attachment D).

INITIAL AND ANNUAL HOLDINGS AND ACCOUNTS REPORTS

INITIAL

New Firm Employees are required to provide an initial securities holdings and brokerage accounts report via MCO not later than ten (10) days after the commencement of their employment containing the following information:

o All of their Reportable Securities; and

o The name of any broker, dealer, or bank with which ANY securities are held (note that this includes accounts holding both Reportable Securities AND Exempt Securities).

Please refer to Attachments E and F for examples of the forms of initial holdings and accounts reports, which are substantially similar to the forms in MCO. This initial holdings and accounts report must be current as of a date not more than forty-five (45) days prior to the date the person becomes subject to the Code.

ANNUAL

Existing Employees are required to provide an annual securities holdings and brokerage accounts report via MCO current as of the prior December 31 and received through MCO within 45 days of December 31 containing the following information:

o All of their Reportable Securities; and

o The name of any broker, dealer, or bank with which ANY securities are held (note that this includes accounts holding both Reportable Securities AND Exempt Securities).

Please refer to Attachments E and F for examples of the forms of initial holdings and accounts reports, which are substantially similar to the forms in MCO. The an annual securities holdings and brokerage accounts report must be current as of the prior December 31 and received through MCO within 45 days of December 31.

REQUIREMENTS FOR BOTH INITIAL AND ANNUAL

With respect to the annual holdings reports, employees who have opted to instruct their banks and brokers to send to the Firm duplicate brokerage account statements to be received through MCO need not prepare a separate annual holdings report so long as all the relevant information called for therein is included in the account statement(s) current as of the prior December 31 and received through MCO within 45 days of December 31.

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FIERA CAPITAL INC. CODE OF ETHICS

With respect to both the initial and annual holdings reports, each must contain at a minimum: (a) the name and type of security and, as applicable, the exchange ticker symbol and CUSIP number, number of shares or principal amount of each Reportable Security in which the Employee has any direct or indirect beneficial ownership; (b) the name of any bank or broker with which the Employee maintains an account in which any securities are held for the Employee's direct or indirect benefit; and (c) the date the Employee submits the report. In the event that an Employee submits brokerage or custodial statements to satisfy the initial and/or annual holdings report requirement, the Employee must ensure that such statements include the information listed above.

REVIEW OF REPORTS

A file is maintained for each Employee that contains each Employee's submitted reports, which shall include any duplicate trade confirmations and account statements provided and documentation with respect to all requests for permission to make a securities trade and whether such approval was granted or denied. The Compliance Team will closely monitor Employees' investment patterns to detect any abuses of the Firm's personal securities transactions policy.

DUPLICATE COPIES

A form letter for an Employee's bank or broker is attached to this Policy as Attachment G and can also be found on MCO. In order to help ensure that duplicate trade confirmations are received for all accounts, Employees must complete and send a letter similar to Attachment G to each bank or broker maintaining an account for the direct or indirect benefit of the Employee.

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FIERA CAPITAL INC. CODE OF ETHICS

EXTERNAL ACTIVITIES POLICY

OUTSIDE BUSINESS ACTIVITIES

Employees may, under certain circumstances, be granted permission to engage in outside business activities with public or private corporations, partnerships, not-for-profit institutions, and other entities. However, service with outside organizations can raise serious regulatory issues and concerns, including conflicts of interest and access to Material Non-Public Information. Employees are prohibited from engaging in outside activities without the prior written approval of the CCO or his designee. Approval will be granted on a case-by-case basis, subject to careful consideration of potential conflicts of interest, disclosure obligations, and any other relevant regulatory issues. Employees are expected to seek approval for outside business activities via MCO.

If an Employee receives approval to engage in an outside business activity and subsequently becomes aware of a material conflict of interest that was not disclosed when the approval was granted, the conflict must be promptly brought to the attention of the CEO.

DIVERSION OF THE FIRM'S BUSINESS OR INVESTMENT OPPORTUNITIES

An Employee may not acquire or receive personal gain or profit from any business opportunity that comes to his or her attention as a result of his or her association with the Firm and in which he or she knows that the Firm might be expected to participate or have an interest, without:

o Disclosing in writing all necessary facts to the CCO;

o Offering the particular opportunity to the Firm; and

o Obtaining written authorization to participate from Senior Management.

LOANS

No Employees may borrow from or become indebted to any person, business or company having business dealings or a relationship with the Firm, except with respect to customary personal loans (such as home mortgage loans, automobile loans, and lines of credit), unless the arrangement is disclosed in writing and receives prior approval from the CCO.

No Employee may use the firm (or its affiliates') name, position in a particular market, or goodwill to receive any benefit on loan transactions without the prior express written consent of the CCO.

DEALINGS WITH GOVERNMENT AND INDUSTRY REGULATORS

The Firm forbids payments of any kind by it, its Employees, or any agent or other intermediary to any government official, self-regulatory official, corporation or other similar person or entity, within the United States or abroad, for the purpose of obtaining or retaining business, or for the purpose of receiving favorable consideration.

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FIERA CAPITAL INC. CODE OF ETHICS

All Employees are required to cooperate fully with management in connection with any internal or independent investigation and any claims, actions, arbitrations, litigations, investigations or inquiries involving the Firm. Employees are expected, if requested, to provide the Firm with reasonable assistance, including, but not limited to, meeting or consulting with the Firm and its representatives, reviewing documents, analyzing facts, or appearing or testifying as witnesses or interviewees.

USE OF FIRM PROPERTY

No Employee may utilize property of the Firm, or utilize the services of the Firm, or its Employees, for his or her personal benefit or the benefit of another person or entity, without written approval of Senior Management. For this purpose, "property" means both tangible and intangible property, including funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property, proprietary processes, and ideas for new research or services.

PROTECTION OF THE FIRM'S NAME

Employees should at all times be aware that the Firm's name, reputation and credibility are valuable assets that must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized or inappropriate use of the Firm's name.

INVOLVEMENT IN LITIGATION OR PROCEEDINGS

Employees must advise the CCO immediately if they become involved in, or threatened with, litigation or an administrative investigation or proceeding of any kind, are subject to any judgment, order or arrest, or are contacted by any regulatory authority.

PRIOR EMPLOYMENT ARRANGEMENTS

Employees are expected to act with professionalism, to avoid any improper disclosure of proprietary information, and to satisfy all other obligations owed to the Firm (or its affiliates) and to any prior employers. Employees should discuss any concerns regarding their prior employment with the CCO. Such concerns may include, but are not limited to, possession of Material Non-Public Information from a prior employer, a non-solicitation and/or non-compete clause in the Employee's previous employment agreement, and any prior political contributions made by the Employee.

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FIERA CAPITAL INC. CODE OF ETHICS

GIFTS AND ENTERTAINMENT POLICY

As a fiduciary, the Firm must act in the best interest of its Clients. At times, the unmonitored giving or receiving of gifts and entertainment may create an appearance that the Firm and its employees make decisions for clients that are based on personal benefit rather than client benefit. Employees are responsible for complying with this policy. The Compliance Team is responsible for oversight of this policy.

EMPLOYEES' RECEIPT OF BUSINESS MEALS, TICKETS TO SPORTING EVENTS AND OTHER ENTERTAINMENT

Employees may attend business meals, sporting events and other entertainment events at the expense of a giver, provided that the expense is reasonable, not lavish or extravagant in nature. Regardless of whether or not the Employee is accompanied to the event by the giver, if the estimated cost of the Employee's portion of the meal, event, etc. is greater than $250, the Employee must seek pre-clearance to attend the event from the Compliance Team by completing a request form in MCO, which for reference is substantially similar to the form in Attachment A.

EMPLOYEES' RECEIPT OF GIFTS

Employees must seek pre-clearance to accept gifts over $250 (either one single gift, or in aggregate on an annual basis from a single entity) from the Compliance Team by completing a request form in MCO, which for reference is substantially similar to the form in Attachment A. Reasonable gifts received on behalf of the Firm shall not require reporting. Examples of reasonable gifts include, but are not limited to, holiday gift baskets and lunches brought to Firm's offices by service providers.

THE FIRM'S GIFT GIVING AND ENTERTAINMENT GIVING POLICY

The Firm and its Employees are prohibited from giving any gifts or providing any entertainment to representatives of ERISA accounts, union accounts, or Taft-Hartley accounts without obtaining pre-clearance through a request form in MCO, which for reference is substantially similar to the form in Attachment A.

In all other instances, gifts or entertainment provided to other entities must not be excessive or extravagant.

SPECIAL POLICY FOR TRADERS OR OTHER FUND ADVISORY PERSONNEL ("ADVISORY PERSONNEL") FOR A REGISTERED FUND

No Advisory Personnel involved in providing services to a Registered Fund shall accept ANY gift or entertainment offer unless such gift or entertainment is approved by the Compliance Team.

RECORDKEEPING

The Firm will maintain a log on MCO of all reports or requests under this policy using a form substantially similar to Attachment B.

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FIERA CAPITAL INC. CODE OF ETHICS

ATTACHMENT A(1) -- CODE OF ETHICS ACKNOWLEDGEMENT FORM

By signing below, I certify that I have received, read, understood, abided by, and will continue to abide by the Firm's Code of Ethics. I understand that any questions about the Firm's Code of Ethics should be directed to the Compliance Team.

Print Name:

Signature:

Date:

(1) Note -- this form can be found on MCO as part of the Compliance Manual acknowledgement form and is substantially similar but may not be identical to one in this Attachment.

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ATTACHMENT B(2) -- EMPLOYEE COMPLIANCE QUESTIONNAIRE

Please answer the following questions accurately. If you mark any shaded boxes, explain your response in the space following the table.

-----------------------------------------------------------------------------------------------------------
                                   QUESTION                                          YES          NO
-----------------------------------------------------------------------------------------------------------

1.   Are you or any members of your immediate family employed by a financial
     services company or a company that provides products or services to the
     Firm?

2.   Do you or any member of your immediate family serve as a general partner
     or managing member for an investment-related pooled investment vehicle?

3.   Do you or any members of your immediate family have some other business or
     personal relationship with, or substantive investment in, a financial
     services company or a company that provides products or services to the
     Firm?

4.   Do you or any members of your immediate family have any business or
     personal relationship with any Client or Investor?

5.   Are you or any members of your immediate family employed by any
     government?

6.   Do you or any members of your immediate family serve as officers or
     directors of any organizations (including private companies, public
     companies, and not-for-profit organizations)?

7.   Are you aware of any conflicts of interest that have not already been
     disclosed to the CCO involving the Firm, you or your immediate family
     members and any Client or Investor.

8.   In the past ten (10) years, have you been convicted of, plead guilty, or
     plead no contest in a domestic, foreign, or military court to any:

     o   Felony

     o   Misdemeanor involving investments or an investment-related business, or
         any fraud, false statements, or omissions, wrongful taking of property,
         bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy
         to commit any of these offenses?

(2) Note -- this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.

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FIERA CAPITAL INC. CODE OF ETHICS

-----------------------------------------------------------------------------------------------------------
                                   QUESTION                                          YES          NO
-----------------------------------------------------------------------------------------------------------

9.  In the past ten (10) years, has any federal regulatory agency, the U. S.
    Postal Service, any state agency, or any foreign financial regulatory
    authority found you:

     o    To have made a false statement or omission?

     o    To have been involved in a violation of SEC or CFTC regulations or
          statutes?

     o    To have been a cause of an investment related business having its
          authorization to do business denied, suspended, revoked, or
          restricted?

10.  In the past ten (10) years, has any federal regulatory agency, the U. S.
     Postal Service, any state regulatory agency, or any foreign financial
     regulatory authority:

     o    Entered an order against you in connection with investment-related
          activity?

     o    Imposed a civil money penalty on you, or ordered you to cease and
          desist from any activity?

11.  In the past ten (10) years, has any self-regulatory organization or
     commodities exchange found you to have:

     o    Made a false statement or omission, or been dishonest, unfair, or
          unethical?

     o    Been involved in a violation of investment-related regulations or
          statutes?

     o    Been a cause of an investment related business having its
          authorization to do business denied, suspended, revoked, or
          restricted?

12.  Has an authorization to act as an attorney, accountant, or federal
     contractor granted to you ever been revoked or suspended?

13.  In the past ten (10) years, has any domestic or foreign court:

     o    Enjoined you in connection with any investment-related activity?

     o    Found that you were involved in a violation of investment-related
          statutes or regulations?

     o    Dismissed, pursuant to a settlement agreement, an investment related
          civil action brought against you by a state or foreign financial
          regulatory authority?

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FIERA CAPITAL INC. CODE OF ETHICS

-----------------------------------------------------------------------------------------------------------
                                   QUESTION                                          YES          NO
-----------------------------------------------------------------------------------------------------------

14.  Are you now the subject of any proceeding that could result in a "yes"
     answer to any of the preceding questions?

-----------------------------------------------------------------------------------------------------------
NEW EMPLOYEES SHOULD SKIP QUESTIONS 19 THROUGH 25.
-----------------------------------------------------------------------------------------------------------

15.  During the past twelve (12) months, have you obtained pre-clearance and
     reported all personal securities transactions or holdings in accordance
     with the Firm's Personal Securities Transaction Policy?

16.  During the past twelve (12) months, have you complied with the approval
     and reporting provisions within the Firm's Gift and Entertainment Policy?

17.  During the past twelve (12) months, have you received any Client or
     Investor complaint that was not escalated in accordance with the Firm's
     Client or Investor Complaint Policy?

18.  During the past twelve (12) months, have you distributed any marketing or
     advertising materials that were not reviewed and approved in accordance
     with the Firm's Marketing and Advertising Policy or with the Marketing
     Supplement Relating to Private Investment Vehicles?

19.  During the past twelve (12) months, have you received any material
     non-public information that you did not disclose to the CCO?

20.  During the past twelve (12) months, have you become aware of any violation
     of the Firm's Code of Ethics that you did not disclose to the CCO?

21.  During the past twelve (12) months, have you become aware of any violation
     of the Firm's Client and Investor Privacy Policy that you did not disclose
     to the CCO?

Please use the space below to explain any marks in shaded boxes. For each explanation, indicate the relevant question number. Use additional pages as necessary.

By signing below, I certify that I responded to the EMPLOYEE COMPLIANCE QUESTIONNAIRE completely and accurately.

Print Name:
Signature:
Date:

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FIERA CAPITAL INC. CODE OF ETHICS

ATTACHMENT C(3) -- PRE-CLEARANCE FORM FOR SECURITIES TRANSACTIONS

Account Name/Number:

Transaction Type: Buy / Sell / Short / Cover Short / Other (describe):

Security Name:

Security Type: Common Stock / Option / Debt / Other (describe):

Symbol or Identifier:

Number of Shares / Contracts / Principal Amount:

Broker / Custodian:

By signing below, I certify and acknowledge the following:

1. I have no Material Non-Public Information or other knowledge pertaining to this proposed transaction that constitutes a violation of Company policy, confidentiality agreements or securities laws;

2. The proposed transaction complies in all respects with the provisions of the Firm's Code of Ethics including the trading blackout provision;

3. If the proposed transaction does not comply with the provisions of the Firm's Code of Ethics, I may be subject to disciplinary action;

4. I am not an officer, director or principal shareholder of the issuer and am not required to file reports required by Section 16 of the Exchange Act.

5. I attest that I will not recommend, promote, support or otherwise encourage the initial purchase or any sale of this security in client accounts for a period of 30 days.

6. If after thirty (30) days I or the Investment Committee transact in this security, I will immediately provide the CCO with a detailed outline describing the current appropriateness of client inclusion/disposition in portfolio versus this transaction date.

7. Should this security be brought up for discussion with the Investment Committee as a whole or individually for inclusion in portfolio, I will fully disclose all details of this transaction to the individual and/or group before the discussion continues. I will also inform the CCO in writing immediately.

Please note that once pre-clearance is granted, you may only transact in the approved security during the current trading day unless an extended pre-clearance period is granted by the CCO.

(3) Note -- this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.

Page 25

FIERA CAPITAL INC.                                                CODE OF ETHICS
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Signature: ____________________________          Date: _____________________

Print Name: ___________________________

INTERNAL USE ONLY

Pre-clearance/Approval:                      Approved/Disapproved:

Compliance Reviewer:                         Approved/Disapproved:

Reasons Supporting Decision:

Date:

Notes/Comments:

Page 26

FIERA CAPITAL INC. CODE OF ETHICS

ATTACHMENT D(4) -- QUARTERLY REPORTING FORM: TRANSACTIONS AND ACCOUNTS

FOR THE QUARTER ENDED: _________________

------------------------------------------------------------------------------------------------------------------------------------
 NUMBER       SECURITY       TYPE        TICKER OR    BUY / SELL    PRINCIPAL   INTEREST      PRICE      DATE       EXECUTED BY
OF SHARES       NAME        (COMMON         CUSIP                    AMOUNT      RATE /                           (BROKER/DEALER
                             STOCK,                                             MATURITY                              OR BANK)
                          BOND, ETC.)
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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  NAME OF BROKER/DEALER OR         ACCOUNT TITLE                ACCOUNT NUMBER          DATE ACCOUNT WAS
          BANK                                                                             ESTABLISHED
------------------------------------------------------------------------------------------------------------------

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

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

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

I certify that this form fully discloses all transactions of Reportable Securities in which I have a beneficial interest, and that I have reported any new accounts which hold any securities during the quarter. I understand that I am presumed to have a beneficial interest in securities transactions of immediate family members living in the same household.

Signature: _____ Print Name: _____ Date: _____

Deliver to the CCO or designee within 30 days of the end of each calendar quarter. Use additional sheets if necessary.

With respect to Section 16 of the Exchange Act, nothing in this report should be construed as an admission that the person making the report has a direct or indirect beneficial ownership in the Securities to which the report relates.

(4) Note -- this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.

Page 27

FIERA CAPITAL INC.                                                CODE OF ETHICS
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ATTACHMENT E(5) -- INITIAL/ANNUAL HOLDINGS REPORTING FORM: REPORTABLE
SECURITIES

--------------------------------------------------------------------------------
                                                         NUMBER OF SHARES
                                           TYPE            OR PRINCIPAL
                   TICKER OR CUSIP    (COMMON STOCK,        AMOUNT (AS
SECURITY NAME      (AS APPLICABLE)      BOND, ETC.)         APPLICABLE)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

I certify that this form fully discloses all Reportable Security holdings in which I have a beneficial interest. I understand that I am presumed to have a beneficial interest in Securities holdings of immediate family members living in the same household. Deliver to the CCO or designee within ten (10) days of becoming associated with the Firm, upon request each year thereafter. Use additional sheets if necessary.

________________________________                      _______________________
Signature                                             Date

________________________________
Print Name


----------

(5) Note -- this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.

Page 28

FIERA CAPITAL INC. CODE OF ETHICS

ATTACHMENT F(6) -- INITIAL/ANNUAL HOLDINGS REPORTING FORM: ACCOUNTS

Information is current as of:

NAME OF BROKER/DEALER OR BANK ACCOUNT TITLE ACCOUNT NUMBER

I certify that this form fully discloses all of the Securities accounts in which I have a beneficial interest. I understand that I am presumed to have a beneficial interest in Securities accounts of immediate family members living in the same household.

Deliver to the CCO or designee within ten (10) days of becoming associated with the Firm, and upon request each year thereafter. Use additional sheets if necessary.

_________________________                          ________________________
Signature                                          Date

_________________________
Print Name


----------

(6) Note -- this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.

Page 29

FIERA CAPITAL INC. CODE OF ETHICS

ATTACHMENT G(7) -- LETTER TO A BROKER/DEALER

DATE

NAME OF BROKER/CUSTODIAN
ADDRESS
CITY, STATE ZIP

Re: Account No. _____________________________

Account Name ____________________________

Dear NAME,

As of DATE, please send duplicate account statements for the above named account to:

<Firm Name>
Attn: <CCO>, Chief Compliance Officer <or a designee> <Firm Address>
<City, State Zip>

If you have any questions or concerns, please call me at <Firm Phone Number>. Thank you for your immediate attention to this matter.

Sincerely,

NAME

cc: Stephen McShea, Chief Compliance Officer

(7) Note -- this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.

Page 30

FIERA CAPITAL INC. CODE OF ETHICS

ATTACHMENT H(8) - GIFT AND ENTERTAINMENT PRE-CLEARANCE

I plan to [receive] a [gift or entertainment] (circle as applicable)

Describe the gift or entertainment:

Approximate cost or value (whichever is higher):

Third-party giver or recipient:

Describe the relationship between the third party and yourself and/or WOCO:

If known, describe the reason that the gift or entertainment was given or received:

List any other gifts or entertainment given by, or received from, the third party within the past twelve (12) months, along with their approximate cost or value.

Is the recipient a union official or otherwise associated with a Taft-Hartley

Fund? Yes / No

_____________________________                   _________________________
Signature                                       Date

_____________________________
Print Name

Reviewed by:

_____________________________                   _________________________
Signature                                       Date

_____________________________
Print Name


----------

(8) Note -- this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.

Page 31

FIERA CAPITAL INC. CODE OF ETHICS

ATTACHMENT I(9) - GIFTS AND ENTERTAINMENT LOG

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          EMPLOYEE/SUPERVISED                                                           RELATIONSHIP
          PERSON GIVING OR            DESCRIPTION OF     APPROXIMATE      OUTSIDE       BETWEEN           REASON FOR
          RECEIVING THE GIFT OR       THE GIFT OR        DOLLAR VALUE     GIVER OR      GIVER AND         GIFT OR
DATE      ENTERTAINMENT               ENTERTAINMENT      OR COST          RECIPIENT     RECIPIENT         ENTERTAINMENT
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

(9) Note -- this form can be found on MCO and is substantially similar but may not be identical to one in this Attachment.

Page 32

KARYA CAPITAL MANAGEMENT LP
OCTOBER 1, 2015

CODE OF ETHICS

FIDUCIARY DUTY -- STATEMENT OF POLICY

The Firm is a fiduciary of its Clients and owes each Client an affirmative duty of good faith and full and fair disclosure of all material facts. Most violations of fiduciary duty are associated with a violation of the general antifraud provisions contained in Section 206 of the Advisers Act. The SEC has made clear that these general antifraud provisions of Section 206 apply not only to Clients, but also to prospective Clients and in the case of fund(s) advised by the Firm, any investor or prospective investor in the fund. Mere negligence on the part of the Firm in breaching its fiduciary duty to a fund(s), or its investors or prospective investors, is sufficient to establish a violation under the Advisers Act. For example, the Firm must take care not to include false or misleading statements in private placement memoranda, Form ADV disclosures, investor reports, responses to "requests for proposals," or other disclosures to Clients, investors or prospective Clients or investors.

The adviser's fiduciary duty is particularly pertinent whenever the adviser is in a situation involving a conflict or potential conflict of interest. The Firm and all Employees must affirmatively exercise authority and responsibility for the benefit of Clients, and may not participate in any activities that may conflict with the interests of Clients except in accordance with this Manual. In addition, Employees must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of the Firm's Clients. Accordingly, at all times, the Firm must conduct our business with the following precepts in mind:

PLACE THE INTERESTS OF CLIENTS FIRST. The Firm may not cause a Client to take action, or not to take action, for its personal benefit rather than the benefit of the Client. For example, causing a Client to purchase a security owned by an Employee for the purpose of increasing the price of that security would be a violation of this Code. Similarly, an Employee investing for himself or herself in a security of limited availability that was appropriate for a Client without first considering that investment for such Client may violate this Code.

MODERATE GIFTS AND ENTERTAINMENT. The receipt of investment opportunities, perquisites, or gifts from persons doing or seeking to do business with the Firm could call into question the exercise of our independent judgment. Accordingly, Employees may accept such items only in accordance with the limitations in this Code.

CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN COMPLIANCE WITH THIS CODE OF ETHICS. This includes all pre-clearance and reporting requirements and procedures regarding inside information and personal and proprietary trades. While the Firm encourages Employees and their families to develop personal investment programs, Employees must not take any action that could result in even the appearance of impropriety.

KEEP INFORMATION CONFIDENTIAL. Information concerning Client transactions or holdings may be material non-public information and Employees may not use knowledge of any such information to profit from the market effect of those transactions.

COMPLY WITH THE FEDERAL SECURITIES LAW AND ALL OTHER LAWS AND REGULATIONS APPLICABLE TO THE FIRM'S BUSINESS. Make it the Firm's business to know what is required of it as an investment adviser and otherwise, and of an Employee of the Firm, and integrate compliance into the performance of all duties.

SEEK ADVICE WHEN IN DOUBT ABOUT THE PROPRIETY OF ANY ACTION OR SITUATION. Any questions concerning this Code of Ethics should be addressed to the Chief Compliance Officer, who is encouraged to consult with outside counsel, outside auditors or other professionals, as necessary.

The Policies and Procedures in this Code of Ethics implement these general fiduciary principles in the context of specific situations.

CLIENT OPPORTUNITIES

LAW

No Employee may cause or attempt to cause any Client to purchase, sell or hold any security for the purpose of creating any personal benefit for him or herself. Sections 206(1) and 206(2) of the Advisers Act generally prohibit the Firm from employing a "device, scheme or artifice" to defraud Clients or engaging in a "transaction, practice or course of business" that operates as a "fraud or deceit" on Clients. While these provisions speak of fraud, they have been construed very broadly by the SEC and used to regulate, through enforcement action, many types of adviser behavior that the SEC deems to be not in the best interest of Clients or inconsistent with fiduciary obligations. One such category of behavior is taking advantage of investment opportunities for personal gain that would be suitable for Clients.

POLICY

An Employee may not take personal advantage of any opportunity properly belonging to the Firm or any Client. This principle applies primarily to the acquisition of securities of limited availability for an Employee's own account that would be suitable and could be purchased for the account of a Client, or the disposition of securities from an Employee's account prior to selling a position from the account of a Client.

An Employee may not cause or attempt to cause any Client to purchase, sell or hold any security for the purpose of creating any benefit to Firm accounts or to Employee accounts.

PROCEDURES

DISCLOSURE OF PERSONAL INTEREST. If an Employee believes that he or she (or a related account) stands to benefit materially from an investment decision that the Employee is recommending or making for a Client, the Employee must disclose that interest to the Chief Compliance Officer and obtain approval prior to making the investment.

RESTRICTION ON INVESTMENT. Based on the information given, the Chief Compliance Officer will decide whether to restrict an Employee's participation in the investment decision or investment.
In making these determinations, the Chief Compliance Officer will consider the following factors: (i) whether the opportunity was suitable for any Client;
(ii) whether any Client was legally and financially able to take advantage of the opportunity; (iii) whether any Client would be disadvantaged by the Employee's interest or participation; (iv) whether the Employee's interest is de minimis; and (v) whether the Employee's interest or participation is clearly not related economically to the securities to be purchased, sold or held by any Client.

RECORD OF DETERMINATION AND MONITORING. A memorandum concerning the investment opportunity and the disposition of the approval request will be prepared promptly and maintained by the Chief Compliance Officer. The Chief Compliance Officer will monitor Employees' personal securities transactions to identify, and will investigate any instance of, an Employee purchasing or selling a security of limited availability or limited market interest, respectively, prior to making the opportunity available to Clients.

INSIDER TRADING

LAW

In the course of business, the Firm and its Employees may have access to various types of material non-public information about issuers, securities or the potential effects of the Firm's own investment and trading on the market for securities. Trading while in possession of material non-public information or communicating such information to others who may trade on such information is a violation of the securities laws. This conduct is frequently referred to as "insider trading" (whether or not one is an "insider").

While the law concerning insider trading is not static, it is generally understood to prohibit:

o trading by an insider while in possession of material non-public information, and in the case of an investment adviser, information pertaining to the adviser's positions or trades for its clients may be material non-public information;

o trading by a non-insider while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated;

o communicating material non-public information to others; or

o trading ahead of research reports or recommendations prepared by the Firm.

Concerns about the misuse of material non-public information by the Firm or Employees may arise primarily in two ways. First, the Firm may come into possession of material non-public information about another company, such as an issuer in which it is investing for Clients or in which its own personnel might be investing for their own accounts.

Second, the Firm as an investment adviser has material non-public information in relation to its own business. The SEC has stated that the term "material non-public information" may include information about an investment adviser's securities recommendations, as well as securities holdings and transactions of Clients.

WHO IS AN INSIDER? The concept of "insider" is broad. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, and bank and the employees of such organizations. In addition, a person who advises or otherwise performs services for a company may become a temporary insider of that company. An Employee of the Firm could become a temporary insider to a company because of the Firm's and/or Employee's relationship to the company (E.G., by having contact with company executives while researching the company). A company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider or temporary insider.

WHAT IS MATERIAL INFORMATION? Trading on non-public information is not a basis for liability unless the information is material. "Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a security. Information that Employees should consider 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, liquidation problems, knowledge of an impending default on debt obligations, knowledge of an impending change in debt rating by a statistical rating organization, and extraordinary management developments.

Material information does not have to relate to the issuer's business. For example, in one case the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter at THE WALL STREET JOURNAL was found criminally liable for disclosing to others the date that reports on various companies would appear in THE WALL STREET JOURNAL and whether those reports would be favorable or not. Similarly, there could be circumstances under which so-called "political intelligence" -- otherwise nonpublic information gleaned from interactions with government officials, either directly by employees or through "political intelligence" firms that provide information to such information for a fee - could be deemed material nonpublic information. In addition, as indicated, the SEC has stated that information concerning an investment adviser's holdings or transactions may be material non-public information.

In addition, as indicated, the SEC has stated that information concerning an investment adviser's holdings or transactions may be material non-public information.

WHAT IS NON-PUBLIC INFORMATION? Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally 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 other publications of general circulation would be considered public.

WHAT IS TIPPING? Tipping involves providing material non-public information to anyone who might be expected to trade while in possession of that information. An Employee may become a "tippee" by acquiring material non-public information from a tipper, which would then require the Employee to follow the procedures below for reporting and limiting use of the information.

PENALTIES FOR INSIDER TRADING. Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers, and may include fines or damages up to three times the amount of any profit gained or loss avoided. A person can be subject to some or all of the applicable penalties even if he or she does not personally benefit from the violation.

POLICY

The Firm forbids any Employee to trade, either personally or on behalf of others, including Clients, while in possession of material non-public information or to communicate material non-public information to others in violation of the law. The Firm's insider trading prohibitions apply to all Employees and extend to activities within and outside their duties as Employees of the Firm.

In addition, it is the policy of the Firm that all information about Client securities holdings and transactions is to be kept in strict confidence by those who receive it, and such information may be divulged only within the Firm and to those who have a need for it in connection with the performance of services to Clients. Despite this blanket prohibition, some trades in securities in which the Firm has also invested for Clients may be permitted because the fact that the Firm has made such investments may not be viewed as material information (E.G., trades in highly liquid securities with large market capitalization). The personal trading procedures set forth below establish circumstances under which such trades will be considered permissible and the procedures to follow in making such trades.

PROCEDURES

IDENTIFICATION AND PROTECTION OF INSIDER INFORMATION. If an Employee believes that he or she is in possession of information that is material and non-public, or has questions as to whether information is material and non-public, he or she should take the following steps:

o Report the matter immediately to the Chief Compliance Officer, who will document the matter.

o Refrain from purchasing or selling the securities on behalf of himself or herself or others.

o Refrain from communicating the information inside or outside the Firm other than to the Chief Compliance Officer.

If the Chief Compliance Officer determines that an Employee is in possession of material non-public information, he or she will notify all Employees that the security is restricted. All decisions about whether to restrict a security, or remove a security from restriction, will be made by the Chief Compliance Officer. Restrictions on such securities also extend to options, rights and warrants relating to such securities. When a security is restricted, all new trading activity of such security shall cease, unless approved in writing by the Chief Compliance Officer. If trading in a security is restricted, Employees are prohibited from communicating that fact to anyone outside the Firm. A security will be removed from restriction if the Chief Compliance Officer determines that no insider trading issue remains with respect to such security (for example, if the information becomes public or no longer is material).

RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION. Documents and files that contain material non-public information must be secure in order to minimize the possibility that such information will be transmitted to an unauthorized person. Such documents and files must be

stored in locked file cabinets or other secure locations and confidential information accessible by computer should be maintained in computer files that are password protected or otherwise secure against access by unauthorized persons. Employees may not discuss material non-public information with, or in the presence of, persons who are not affiliated with the Firm or authorized to receive such information, and should thus avoid discussions of material non-public information in hallways, elevators, trains, subways, airplanes, restaurants and other public places generally. The use of speaker phones or cellular telephones also should be avoided in circumstances where such information may be overheard by unauthorized persons.

DETECTING INSIDER TRADING. To detect insider trading, the Chief Compliance Officer will review the trading activity of Client accounts, Employee accounts and other Firm accounts. It is also the responsibility of each Employee to notify the Chief Compliance Officer of any potential insider trading issues. The Chief Compliance Officer will investigate any instance of possible insider trading and fully document the results of any such investigation. At a minimum, an investigation record should include the following: (i) the name of the security; (ii) the date the investigation commenced; (iii) an identification of the account(s) involved; and (iv) a summary of the investigation disposition.

USE OF EXPERT NETWORKS. Although Karya does not currently utilize expert network groups, it may engage such groups in the future. Karya recognizes the possible risk that analysts may receive material, non-public information when speaking with industry experts and has therefore implemented the following policies and procedures designed to mitigate this risk:

o Analysts are not permitted to speak with a paid expert consultant that is an employee or former employee of a company (who has worked with the company in the previous two years, unless approved by the Chief Compliance Officer) about which the analyst is communicating regardless of whether the Firm owns the security. However, speaking with a franchise owner is permitted.

o Analysts must provide a verbal or e-mail disclaimer regarding the receipt of insider information prior to each call with an expert.

o Analysts will maintain records in the form of notes taken during the calls and provide these to the Chief Compliance Officer.

o If an analyst believes that they have received inside information, it must be immediately reported to the Chief Compliance Officer.

o Employees are required to attend periodic training sessions on insider trading issues.

MARKET RUMORS

LAW

PROHIBITION AGAINST INTENTIONALLY DISSEMINATING RUMORS. The knowing dissemination of false or misleading information with the intent to manipulate securities prices or markets is prohibited by law.(1)

POLICY

Karya strictly prohibits any Employee from intentionally disseminating false or misleading information about the markets, other market participants, counterparties, companies, securities or government policy decision-making. An Employee who violates this prohibition will be subject to appropriate sanctions including termination of employment.

PROCEDURES

PROCEDURES TO PREVENT THE INTENTIONAL DISSEMINATION OF RUMORS. Karya seeks to prevent the dissemination of market rumors by (i) instituting a strict prohibition against the intentional dissemination of rumors, (ii) instituting an e-mail review procedure to review the content of the Firm's e-mail communications, and (iii) providing adequate training for all Employees regarding
Karya's policy.

It is particularly important that, if rumors are passed on (both inside and outside the Firm), the situation is addressed by ensuring that:

o The origin of the information is sourced (where possible);

o The information is clearly stated to be a rumor;

o No additional credence or embellishment is given to the rumor; and

o The information is clearly stated to be unsubstantiated/not verified.

An Employee who hears a rumor or other communication that he or she knows to be false must not pass that information on to others. If an Employee receives material nonpublic information (e.g., about a company, a market or a pending government policy making decision) that is presented as a rumor but the Employee believes that it may be a fact, the Employee must contact the Chief Compliance Officer immediately. The Employee should not discuss the information with any other Employee or non-Karya personnel.

(1) Section 9 (Prohibition Against Manipulation of Securities Prices), Section 10 and 10b-5 and Rule of the Securities Exchange Act of 1934.

PERSONAL SECURITIES TRANSACTIONS

LAW

Employee investments must be consistent with the mission of the Firm always to put Client interests first and with the requirements that the Firm and its Employees not trade on the basis of material non-public information concerning the Firm's investment decisions for Clients or Client transactions or holdings.

Rule 204A-1 under the Advisers Act requires in effect that a registered investment adviser's "access persons" report their transactions and holdings periodically to the Chief Compliance
Officer and that the adviser review these reports.

Under the SEC definition, the term "access person" includes any Employee who has access to non-public information regarding Clients' purchase or sale of securities, is involved in making securities recommendations to (or in the case of a discretionary manager like the Firm, investment decisions on behalf of) Clients or who has access to such recommendations that are non-public ("Access Persons").

TRANSACTION REPORTING REQUIREMENTS. All Access Persons must file with the Chief Compliance Officer initial and annual holdings reports and quarterly transaction reports with respect to all securities of which he or she is a "Beneficial Owner," except holdings or transactions in the following securities ("Exempt Securities"):

o direct obligations of the Government of the United States;

o money market instruments -- bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments;

o money market fund shares;

o shares of other types of open-ended mutual funds (although if the Firm acts as the investment adviser for a registered fund, Access Person transactions in shares of such fund will become reportable);

o units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds; and

o ETFs.

"Beneficial Owner" of securities means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. The term pecuniary interest means the opportunity to profit or share in any profit from a transaction in the security. An Access Person is presumed to be the Beneficial Owner of accounts of the Access Person and immediate family members who share the Access Person's household. All such accounts are referred to as "Access Person Accounts." The Firm has determined to consider "Access Person Accounts" also to include accounts of others who share the Access Person's household, anyone to whose support the Access Person materially contributes and other accounts over which the Access Person exercises discretion or a controlling influence. To exclude such an account from the reporting requirements, the Access

Person must provide the Chief Compliance Officer with written documentation showing that someone else has been retained or has been granted investment discretion over the account or otherwise demonstrating that the account should not be considered an Access Person account. Reports need not be filed with respect to transactions effected pursuant to an automatic investment plan or in an account over which the Access Person has no direct or indirect influence or control.

POLICY

It is the Firm's policy that all Employees of the Firm are Access Persons for purposes of Rule 204A-1 under the Advisers Act and must file all required reports, initial and annual holdings reports, and quarterly reports of transactions in Access Person Accounts. In addition, Access Persons must adhere to the following requirements in connection with their personal trading.

PRE-CLEARANCE - INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS. Access Persons must obtain the written approval of the Chief Compliance Officer prior to investing in shares of initial public offerings or private placements, including private placements of Karya. In approving any such transaction, the Chief Compliance Officer must cite the reasons for such approval. Employees must furnish any prospectus, private placement memoranda, subscription documents and other materials about the investment as the Chief Compliance Officer may request.

PRE-CLEARANCE - OTHER TRANSACTIONS. All transactions by Access Persons are subject to pre-clearance by the Chief Compliance Officer according to the procedures set forth below for transactions in:

o corporate bonds

o mortgage backed securities

o indices on corporate bonds

o indices on mortgage backed securities

SHORT-TERM TRADING. Short-term trading in securities of issuers in which an Employee is an officer or director or the owner of 10% or more of a class of equity securities is subject to significant restrictions under the securities laws. Although other short-term trading activity is not strictly prohibited, as a matter of policy, the Firm strongly discourages short-term trading by Employees.

PROHIBITED TRANSACTIONS. No Access Person may trade in any account in any security subject to a restriction on trading issued by the Chief Compliance Officer under the Firm's insider trading policies and procedures set forth in this Code of Ethics or any other security specified by the Chief Compliance Officer. The securities subject to such restrictions will be noted by the Chief Compliance Officer on a list of restricted securities (the "Restricted List").

MAINTAINING ACCESS PERSON ACCOUNTS. While the Firm encourages Employees to develop personal investment programs, it must be in a position to properly oversee the trading activity

undertaken by its Employees. As a result, the Firm requires all Employees to provide duplicate account statements for all Access Person Accounts.

PROCEDURES

RESTRICTED LIST. The Chief Compliance Officer will determine the securities to be placed on the Restricted List, which generally will include securities on which the Firm has received material non-public information. The Chief Compliance Officer will send a copy of the Restricted List by email to all Access Persons annually or when updated.

DUPLICATE STATEMENTS. For any account opened or maintained at a broker-dealer, bank or similar financial institution, each Employee shall be responsible for arranging for duplicate account statements to be sent directly to the Chief Compliance Officer at the following address:

Karya Capital Management LP 1330 Avenue of the Americas, Suite 520 New York, NY 10019 Attention: Chief Compliance Officer

Such statements must be provided upon issuance for the Employee's Access Person Accounts, and all such statements must be received no later than 30 days after the end of each quarter, except for accounts in which the Employee only transacts in Exempt Securities.

INITIAL AND ANNUAL HOLDINGS REPORTS.

Each Access Person must file a holdings report disclosing all securities (other than Exempt Securities and those that have been previously reported on account statements received by the Firm) in any Access Person Account on the Annual Personal Securities Holdings Report (see Appendix 3) or any substitute acceptable to the Chief Compliance Officer, no later than 10 days after becoming an Access Person, and annually thereafter during the month of January. Each such report must be current as of a date no more than 45 days before the report is submitted.

QUARTERLY TRADE REPORTING REQUIREMENTS. Each Access Person must submit to the Chief Compliance Officer within 30 days after the end of each quarter a report of all securities transactions (other than transactions in Exempt Securities) effected in each Access Person Account during such quarter on the Quarterly Securities Transaction Report (see Appendix 4). The report must include the name of the security, date of the transaction, quantity, price, nature of the transaction and name of the bank, broker-dealer or financial institution through which the transaction was effected. Information regarding such transactions need not be reported if duplicate account statements for all Access Person Accounts have been provided to the Chief Compliance Officer and the Employee certifies on the Quarterly Securities Transaction Report that all transactions have been reported. Employees must independently report securities that do not appear on the account statements or confirmations (E.G., any securities acquired in private placements or by gift or inheritance) on the Quarterly Securities Transaction Report (see Appendix 4). Even if no transactions are required to be reported, each Employee must submit such a report certifying that all transactions have been reported.

PRE-CLEARANCE. Each Employee who wishes to effect a transaction in any initial public offering or private placement or in

o corporate bonds;

o mortgage backed securities;

o indices on corporate bonds;

o indices on mortgage backed securities; and

must first obtain written pre-clearance of the transaction from the Chief Compliance Officer. A decision on permissibility of the trade generally will be rendered by the end of the trading day on which the request is received. Pre-clearance will be effective for a 48-hour period unless otherwise specified.

REVIEW AND AVAILABILITY OF PERSONAL TRADE INFORMATION.

All information supplied under

these procedures, including quarterly transaction and initial and annual holdings reports, will be reviewed by the Chief Compliance Officer for compliance with the policies and procedures in this Code of Ethics. The Chief Compliance Officer will review all account statements within 45 days after the end of the quarter to which they apply. The Chief Compliance Officer shall:

o address whether Employees followed internal procedures, such as pre-clearance;

o compare Employee transactions to any restrictions in effect at the time of the trade;

o assess whether the Employee is trading for his or her own account in the same financial instrument he or she is trading for Clients, and if so, whether Clients are receiving terms as favorable as those of the Employee's trades; and

o periodically analyze the Employee's trading for patterns that may indicate abuse.

The Chief Compliance Officer will document such review by initialing Employee statements or otherwise indicating the statements that have been reviewed and will maintain copies of the Employee reports and account statements received.

CONFIDENTIALITY. The Chief Compliance Officer will maintain records in a manner to safeguard their confidentiality. Each Employee's records will be accessible only to the Employee, the Chief Compliance Officer, senior officers and appropriate human resources personnel.

GIFTS, ENTERTAINMENT AND CONTRIBUTIONS

LAW

The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with the Firm could call into question the independence of its judgment as a fiduciary of its Clients. If the Firm and/or Employee were found to be acting in a position of undisclosed conflict of interest, it could be sanctioned under Section 206 of the Advisers Act.

In addition, ERISA prohibits the acceptance of fees, kickbacks, gifts, loans, money, and anything of value that are given with the intent of influencing decision-making with respect to any employee benefit plan. The acceptance or offering of gifts, entertainment or other items may be viewed as influencing decision-making and therefore unlawful under ERISA. Many public employee benefit plans are subject to similar restrictions.

Other federal laws and regulations prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. Finally, providing gifts and entertainment to foreign officials may violate the Foreign Corrupt Practices Act.

Regarding political contributions, the SEC has stated that investment advisers who seek to influence the award of advisory contracts by public entities by making political contributions to public officials may cause such officials to compromise their fiduciary duty to such entities.

POLICY

ACCEPTING GIFTS AND ENTERTAINMENT. ON OCCASION, BECAUSE OF AN EMPLOYEE'S POSITION WITH THE FIRM, THE EMPLOYEE MAY BE OFFERED, OR MAY RECEIVE, GIFTS OR OTHER FORMS OF NON-CASH COMPENSATION FROM PERSONS ASSOCIATED WITH A SECURITIES OR FINANCIAL ORGANIZATION (INCLUDING BROKERAGE FIRMS OR OTHER INVESTMENT MANAGEMENT FIRMS), VENDORS, CLIENTS OR PROSPECTIVE CLIENTS OF THE FIRM (EACH A "BUSINESS RELATIONSHIP ENTITY" OR "BUSINESS RELATIONSHIP PERSON"). A BUSINESS RELATIONSHIP PERSON DOES NOT INCLUDE IMMEDIATE OR EXTENDED FAMILY MEMBERS (E.G., SPOUSE, IN-LAWS, COUSINS, SIBLINGS, CHILDREN). EXEMPTIONS FROM REPORTING MAY BE REQUESTED OF AND GRANTED BY THE CHIEF COMPLIANCE OFFICER ON A CASE-BY-CASE BASIS. EXTRAORDINARY OR EXTRAVAGANT GIFTS (I.E., GIFTS THAT HAVE AN AGGREGATE VALUE OF MORE THAN $100 DURING A CALENDAR YEAR FROM A SINGLE GIVER) FROM A BUSINESS RELATIONSHIP ENTITY OR BUSINESS RELATIONSHIP PERSON ARE NOT PERMISSIBLE AND MUST BE DECLINED OR RETURNED, ABSENT WRITTEN APPROVAL BY THE CHIEF COMPLIANCE OFFICER. GIFTS OF NOMINAL VALUE (I.E., GIFTS THAT HAVE AN AGGREGATE VALUE OF NO MORE THAN $100 DURING A CALENDAR YEAR FROM A SINGLE GIVER) AND PROMOTIONAL ITEMS (E.G., PENS, MUGS) MAY BE ACCEPTED PROVIDED THAT ANY SUCH SINGLE NOMINAL GIFT OR PROMOTIONAL ITEM WITH A VALUE OF MORE THAN $50 FROM A BUSINESS RELATIONSHIP ENTITY OR BUSINESS RELATIONSHIP PERSON MUST BE REPORTED TO THE CHIEF COMPLIANCE OFFICER. GIFTS SHOULD BE SENT TO EMPLOYEES AT THE FIRM'S OFFICES AND MAY NOT BE SENT TO AN EMPLOYEE'S HOME.

EMPLOYEES MAY ACCEPT FROM ANY SINGLE BUSINESS RELATIONSHIP ENTITY OR BUSINESS RELATIONSHIP PERSON DURING EACH CALENDAR QUARTER, ENTERTAINMENT AT WHICH BOTH THE EMPLOYEE AND THE GIVER ARE PRESENT (E.G., BUSINESS LUNCHES AND DINNERS, AND SPORTING AND CULTURAL EVENTS) AND HAVING AN AGGREGATE REASONABLE VALUE OF NO MORE THAN $300 PROVIDED THAT ANY SUCH SINGLE ENTERTAINMENT EVENT WITH A VALUE OF MORE THAN $50 MUST BE REPORTED TO THE CHIEF COMPLIANCE OFFICER. EMPLOYEES MAY NOT ACCEPT FROM ANY SINGLE BUSINESS RELATIONSHIP ENTITY OR BUSINESS RELATIONSHIP PERSON DURING EACH CALENDAR QUARTER ANY SUCH ENTERTAINMENT THAT CAUSES THE AGGREGATE $300 AGGREGATE QUARTERLY LIMIT TO BE EXCEEDED UNLESS (I) THERE IS A SPECIFIC BUSINESS PURPOSE FOR SUCH EVENTS; (II) BOTH THE EMPLOYEE AND THE GIVER ARE PRESENT; AND (III) THE EMPLOYEE'S PARTICIPATION IN THE EVENTS EXECEEDING THE $300 AGGREGATE QUARTERLY LIMIT HAS BEEN APPROVED IN WRITING IN ADVANCE BY THE CHIEF COMPLIANCE OFFICER.

UNDER THE FOREGOING POLICY, IF TWO EMPLOYEES FROM THE SAME BUSINESS RELATIONSHIP ENTITY SEPARATELY ENTERTAIN AN EMPLOYEE ON TWO DIFFERENT OCCASIONS DURING THE SAME CALENDAR QUARTER AND THE BUSINESS RELATIONSHIP ENTITY COVERS THE EXPENSE OF BOTH EVENTS, THEN BOTH EVENTS SHOULD BE AGGREGATED TOWARD THE $200 QUARTERLY LIMIT. HOWEVER, IF ONE OR BOTH OF THE ENTERTAINMENT EVENTS ARE PAID FOR BY THE INDIVIDUALS PROVIDING THE ENTERTAINMENT AND NOT THEIR EMPLOYER THEN THE TWO EVENTS WOULD NOT BE AGGREGATED TOWARD THE $300 QUARTERLY LIMIT.

GIVING GIFTS AND PROVIDING ENTERTAINMENT. EMPLOYEES MAY NOT GIVE ANY GIFT(S) WITH AN AGGREGATE VALUE IN EXCESS OF $100 PER CALENDAR YEAR TO ANY SINGLE BUSINESS RELATIONSHIP PERSON UNLESS APPROVED BY THE CHIEF COMPLIANCE OFFICER IN ADVANCE IN WRITING. EMPLOYEES MAY GIVE SUCH GIFT(S) HAVING AN AGGREGATE VALUE OF $100 OR LESS PER CALENDAR YEAR TO ANY BUSINESS RELATIONSHIP PERSON PROVIDED THAT ANY SUCH SINGLE GIFT WITH A VALUE OF MORE THAN $50 MUST BE REPORTED TO THE CHIEF COMPLIANCE OFFICER.

EMPLOYEES MAY PROVIDE TO ANY SINGLE BUSINESS RELATIONSHIP PERSON DURING EACH CALENDAR QUARTER, ENTERTAINMENT AT WHICH BOTH THE EMPLOYEE AND THE RECIPIENT ARE PRESENT (E.G., BUSINESS LUNCHES AND DINNERS, AND SPORTING AND CULTURAL EVENTS) AND HAVING AN AGGREGATE REASONABLE VALUE OF NO MORE THAN $300 PER QUARTER PROVIDED THAT ANY SUCH SINGLE ENTERTAINMENT EVENT WITH A VALUE OF MORE THAN $50 MUST BE REPORTED TO THE CHIEF COMPLIANCE OFFICER. EMPLOYEES MAY NOT PROVIDE TO ANY SINGLE BUSINESS RELATIONSHIP PERSON DURING A CALENDAR QUARTER ANY SUCH ENTERTAINMENT THAT CAUSES THE AGGREGATE $300 QUARTERLY LIMIT TO BE EXCEEDED UNLESS (I) THERE IS A SPECIFIC BUSINESS PURPOSE FOR SUCH EVENT; (II) BOTH THE EMPLOYEE AND THE RECIPIENT ARE PRESENT; AND (III) THE PROVISION OF SUCH ENTERTAINMENT HAS BEEN APPROVED IN ADVANCE IN WRITING BY THE CHIEF COMPLIANCE OFFICER.

SCOPE OF POLICY. For the avoidance of doubt, these POLICIES APPLY TO GIFTS AND ENTERTAINMENT FROM A BUSINESS RELATIONSHIP ENTITY AND BUSINESS RELATIONSHIP PERSON REGARDLESS OF WHETHER THE EMPLOYEE HAS AN INDEPENDENT SOCIAL RELATIONSHIP WITH THEM UNLESS THE GIFTS OR ENTERTAINMENT HAS SPECIFICALLY BEEN EXEMPTED IN WRITING BY THE CHIEF COMPLIANCE OFFICER.

CASH. NO EMPLOYEE MAY GIVE OR ACCEPT CASH GIFTS OR CASH EQUIVALENTS (E.G. GIFT CARDS, GIFT CERTIFICATES) TO OR FROM A BUSINESS RELATIONSHIP ENTITY OR BUSINESS RELATIONSHIP PERSON.

SOLICITATION OF GIFTS. All solicitation of gifts or gratuities is unprofessional and is strictly prohibited.

POLITICAL CONTRIBUTIONS: PAY-TO-PLAY. Political contributions to public officials may not exceed limits established under SEC rules for contributions to any one official per election. See "Marketing Practices -- Pay-to-Play Arrangements" below.

CHARITABLE CONTRIBUTIONS. Employees may not solicit charitable contributions in their position at the Firm from a Business Relationship Entity or a Business Relationship Person (including immediate or extended family relationships) without the prior approval of the Chief Compliance Officer, who shall maintain a record of each such solicitation. Employee charitable contributions and/or sponsorships solicited by a Business Relationship Entity or a Business relationship Person (including immediate and extended family relationships) having an aggregate value of more than $250 to any one person during each calendar quarter must be approved in advance by the Chief Compliance Officer. In addition, the Chief Compliance Officer will keep a record of charitable contributions and/or sponsorships solicited by a Business Relationship Entity or a Business Relationship Person (including immediate and extended family relationships) having an aggregate value of more than $250 to any one person during each calendar quarter.

CLIENT COMPLAINTS. Employees may not make any payments or other account adjustments to Clients in order to resolve any type of complaint. All such matters must be handled by the Chief Compliance Officer.

ERISA CONSIDERATIONS. Employees should never offer gifts or other favors for the purpose of influencing ERISA Client or prospective Client decision-making.
ENTERTAINMENT OF ERISA OR PUBLIC PLAN TRUSTEES MAY BE PERMISSIBLE IF THERE IS A BUSINESS PURPOSE FOR THE ENTERTAINMENT (E.G., REVIEW OF ACCOUNT PERFORMANCE), BUT ANY SUCH ENTERTAINMENT MUST BE CONSISTENT WITH ANY CODE OF CONDUCT OF THE PLAN.

PROCEDURES

GIFTS AND ENTERTAINMENT. If an Employee has been offered or receives or wishes to give a gift from or to any single Business Relationship Entity or Business Relationship Person during a calendar year that causes the aggregate $100 limit to be exceeded, the Employee must seek the approval of the Chief Compliance Officer in order to accept, retain or give such gift(s). If an Employee has been offered or received, or wishes to give, a nominal gift or promotional item WITH A VALUE OF MORE THAN $50 TO ANY SINGLE BUSINESS RELATIONSHIP ENTITY OR BUSINESS RELATIONSHIP PERSON, THE EMPLOYEE MUST REPORT THE ACCEPTANCE, RECEIPT OR GIVING OF SUCH GIFT OR PROMOTIONAL ITEM TO THE CHIEF COMPLIANCE OFFICER.

If an Employee wishes to provide, or accept, any entertainment (as described in the policy section above) having an aggregate reasonable value in excess of $300 to, or from, any single Business Relationship Entity or Business Relationship Person DURING A CALENDAR QUARTER, the

Employee must seek the approval of the Chief Compliance Officer prior to accepting or providing such entertainment that causes the aggregate $300 limit to be exceeded. If an Employee wishes to provide, or accept, any entertainment having a reasonable value of more than $50 to, or from, any Business Relationship Entity or Business Relationship Person, the Employee must report to the Chief Compliance Officer the acceptance or provision of such entertainment.

All pre-approvals and reporting of gifts and entertainment will be recorded in a gift and entertainment log kept by the Chief Compliance Officer. If there is any question about the appropriateness of any particular gift or entertainment, Employees should consult the Chief Compliance Officer

POLITICAL CONTRIBUTIONS. See "Marketing Practices -- Pay-to-Play Arrangements" below.

CHARITABLE CONTRIBUTIONS. Prior to soliciting charitable contributions from any Business Relationship Entity or Business Relationship Person, an Employee must receive the approval of the Chief Compliance Officer. In addition, prior to making any charitable contributions or sponsorships solicited by a Business Relationship Entity or Business Relationship Person having an aggregate value of more than $250 to any one person during each calendar quarter, an Employee must receive the approval of the Chief Compliance Officer. The Employee must notify the Chief Compliance Officer of amounts received from or given to such persons as a result of such solicitation. All such approvals must be documented and include information regarding the Employee, the charity, the date of the solicitation and the amounts received.

OUTSIDE BUSINESS ACTIVITIES

LAW

The Firm's fiduciary duties to Clients dictate that the Firm and its Employees devote their professional attention to Client interests above their own and those of other organizations.

POLICY

Employees may not engage in any of the following outside business activities without the consent of the Chief Compliance Officer. Employees may not:

o be engaged in any other business;

o be an officer of or employed or compensated by any other person for business-related activities;

o serve as general partner, managing member or in a similar capacity with partnerships, limited liability companies or private funds other than those managed by the Firm or its affiliates;

o engage in personal investment transactions to an extent that diverts an Employee's attention from or impairs the performance of his or her duties in relation to the business of the Firm and its Clients;

o have any direct or indirect financial interest or investment in any dealer, broker or other current or prospective supplier of goods or services to the Firm (other than ownership of publicly traded securities) from which the Employee might benefit or appear to benefit materially; or

o serve on the board of directors (or in any similar capacity) of another company, including not-for-profit corporations. Authorization for board service will normally require that the Firm not hold or purchase any securities of the company on whose board the Employee sits.

RESTRICTIONS ON ACTIVITIES. With respect to any outside activities engaged in by an Employee, the following restrictions shall be in effect: (i) the Employee is prohibited from implying that he or she is acting on behalf of, or as a representative of, the Firm; (ii) the Employee is prohibited from using the Firm's offices, equipment or stationery for any purpose not directly related to the Firm's business, unless such Employee has obtained prior approval from the Chief Compliance Officer; and (iii) if the activity was required to be and has been approved by the Chief Compliance Officer, the Employee must report any material change with respect to such activity.

PROCEDURES

Before undertaking any of the activities listed above, the Employee must provide to the Chief Compliance Officer detailed information regarding all aspects of the proposed activity. The Employee may not undertake such activity until the Employee has obtained approval from the Chief Compliance Officer.

CONFIDENTIALITY

LAW

During the course of employment with the Firm, an Employee may be exposed to or acquire Confidential Information. "Confidential Information" is any and all non-public, confidential or proprietary information in any form concerning the Firm, its affiliates, their investments and investment strategies, or its Clients or any other information received by the Firm from a third party to whom the Firm has an obligation of confidentiality, regardless of when such information was produced or obtained by the Firm. Confidential Information includes documentation in any medium or format whatsoever, and all reproductions, copies, notes and excerpts of any documentation comprising or including any Confidential Information, as well as information orally conveyed to the Employee.

Confidential Information shall not include (i) any information which the Employee can prove by documentary evidence is generally available to the public or industry other than as a result of a disclosure by the Employee; or (ii) any information that the Employee obtains from a third party who is not subject to a confidentiality agreement with the Firm and who did not obtain that information directly or indirectly from the Firm.

POLICY

Employees (including Employees seconded to or providing services to the Firm who are deemed subject to this Manual) shall not at any time while employed or at any time after being employed (i) disclose, directly or indirectly, any Confidential Information to anyone other than personnel of the Firm; or (ii) use or appropriate any Confidential Information.

PROCEDURES

RESTRICTIONS ON COMMUNICATIONS OF CONFIDENTIAL INFORMATION. Each Employee agrees to inform the Chief Compliance Officer promptly if he or she (i) is seeking an exception in order to disclose Confidential Information in contravention of Firm policy; or (ii) discovers that someone else is making or threatening to make unauthorized use or disclosure of Confidential Information.

PHYSICAL SECURITY OF INFORMATION. Employees should avoid discussions of Confidential Information in hallways, elevators, trains, subways, airplanes, restaurants and other public places generally. Use of speaker phones or cellular telephones also shall be avoided in circumstances where Confidential Information may be overheard by unauthorized persons. Documents and files that contain Confidential Information must be kept secure in order to minimize the possibility that such Confidential Information will be transmitted to an unauthorized person. Confidential documents should be stored in locked file cabinets or other secure locations. Confidential databases and other Confidential Information accessible by computer should be maintained in computer files that are password protected or otherwise secure against access by unauthorized persons. All Employees should lock their computers at the end of each work day.

COMPANY PROPERTY. Employees may not physically remove Confidential Information from the premises of the Firm except consistent with and in furtherance of the performance of their duties to the Firm. All originals and copies of Confidential Information are the sole property of the Firm. Upon the termination of employment for any reason, or upon the request of the Firm at any time, each Employee promptly will deliver all copies of such materials to the Firm.

CODE OF ETHICS

I. PROFESSIONAL STANDARDS

All managers, officers and employees of GQG Partners LLC ("GQG") (collectively, these managers, officers and employees are referred to herein as "GQG Personnel") must act in an ethical and professional manner. GQG has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures relating to personal trading by GQG Personnel.

A. All GQG Personnel must at all times reflect the professional standards expected of persons in the investment advisory business. These standards require all GQG Personnel to be judicious, accurate, objective and reasonable in dealing with both clients and other parties.

B. All GQG Personnel must act within the spirit and the letter of the federal, state and local laws and regulations pertaining to investment advisers and the general conduct of business.

C. At all times, the interests of GQG's clients are paramount, and all GQG Personnel will place the interests of GQG's clients ahead of any personal interests, except as may otherwise be approved or disclosed to clients. Accordingly, personal transactions in securities by GQG Personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of GQG's clients. Likewise, GQG Personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with GQG at the expense of clients, or that otherwise bring into question the person's independence or judgment.

D. GQG has adopted Insider Trader Policies, which set parameters for the establishment, maintenance and enforcement of policies and procedures to detect and prevent the misuse of material non-public information by GQG Personnel. The Insider Trading Policies are a part of this Code of Ethics.

E. GQG has adopted Personal Trading Policies which set parameters for the establishment, maintenance and enforcement of policies and procedures to detect and prevent GQG Personnel from taking advantage of, or even appearing to take advantage of, their fiduciary relationship with our clients. The Personal Trading Policies are a part of this Code of Ethics.

F. GQG has adopted an FCPA policy to ensure compliance by employees and representatives of

GQG with the Foreign Corrupt Practices Act (the "FCPA"), and maintenance of the highest level of professional and ethical standards in the conduct of the company's business affairs. The FCPA policy is an additional document that employees must review and acknowledge.

G. GQG Personnel will not accept compensation for services from outside sources without the specific permission of GQG's Chief Compliance Officer.

H. When any GQG Personnel face a conflict between their personal interest and the interests of clients, they will report the conflict to GQG's Chief Compliance Officer for instruction regarding how to proceed.

I. The recommendations and actions of GQG are confidential and private matters. Accordingly, it is our policy to prohibit, prior to general public release, the transmission, distribution or communication of any information regarding securities transactions of client accounts to third parties, except when the firm has a legitimate business purpose for doing so, and the recipients are subject to a duty of confidentiality. Further, the firm will only make such disclosures if, in GQG's opinion, it is in the best interest of the firm's clients.

In addition, no information obtained during the course of employment regarding particular securities (including internal reports and recommendations) may be transmitted, distributed, or communicated to anyone who is not affiliated with GQG, without the prior written approval of the Chief Compliance Officer.

J. The policies and guidelines set forth in this Code of Ethics must be strictly adhered to by all GQG Personnel. Severe disciplinary actions, including dismissal, may be imposed for violations of this Code of Ethics.

II. INSIDER TRADING

A. OVERVIEW AND PURPOSE

The purpose of the policies and procedures in this Section II (the "Insider Trading Policies") is to detect and prevent "insider trading" by any person associated with GQG. The term "insider trading" is not defined in the securities laws, but generally refers to the use of material, non-public information to trade in securities or the communication of material, non-public information to others.

B. GENERAL POLICY

1. PROHIBITED ACTIVITIES

All owners and employees of GQG, including contract, temporary, or part-time personnel, or any other person associated with GQG are prohibited from the following activities:

(a) trading or recommending trading in securities for any account (personal or client) while in possession of material, non-public information about the issuer of the securities; or

(b) communicating material, non-public information about the issuer of any securities to any other person. The activities described above are not only violations of these Insider Trading Policies, but also may be violations of applicable law.

2. REPORTING OF MATERIAL, NON-PUBLIC INFORMATION

Any owner or employee who possesses or believes that she/he may possess material, non-public information about any issuer of securities must:

(a) report the matter immediately to the Chief Compliance Officer who will review the matter immediately and provide further instructions regarding appropriate handling of the information to the reporting individual;

(b) refrain from trading the securities of any company about which the reporting individual may possess Material Nonpublic Information, or derivatives related to the issuer in question;

(c) refrain from discussing any potentially Material Nonpublic Information with colleagues, except as specifically required by their position; and

(d) refrain from conducting research, trading, or other investment activities regarding a security for which the reporting individual may have Material Nonpublic Information until the Chief Compliance Officer dictates an appropriate course of action.

C. MATERIAL INFORMATION, NON-PUBLIC INFORMATION, INSIDER TRADING AND INSIDERS

1. MATERIAL INFORMATION. "Material information" generally includes:

(a) any information that a reasonable investor would likely consider important in making his or her investment decision; or

(b) any information that is reasonably certain to have a substantial effect on the price of a company's securities. Examples of material information include the following: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.

2. NON-PUBLIC INFORMATION. Information is "non-public" until it has been effectively communicated to the market and the market has had time to "absorb" the information. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

3. INSIDER TRADING. While the law concerning "insider trading" is not static, it generally prohibits: (1) trading by an insider while in possession of material, non-public information; (2) trading by non-insiders while in possession of material, non-public information, where the information was either disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; and (3) communicating material, non-public information to others.

4. INSIDERS. The concept of "insider" is broad, and includes all employees of a company. In addition, any person may be a temporary insider if she/he enters into a special, confidential relationship with a company in the conduct of a company's affairs and as a result has access to information solely for the company's purposes. Any person associated with GQG may become a temporary insider for a company it advises or for which it performs other services. Temporary insiders may also include the following:
a company's attorneys, accountants, consultants, bank lending officers and the employees of such organizations.

D. PENALTIES FOR INSIDER TRADING

The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include: civil injunctions, jail sentences, revocation of applicable securities-related registrations and licenses, fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and fines for the employee or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. In addition, GQG's management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.

III. GENERAL PERSONAL TRADING POLICIES

A. GENERAL PRINCIPLES

The pre-clearance procedures, trading restrictions and reporting requirements in this Section III (the "Personal Trading Policies") have been approved by the management of GQG. Securities transactions by Supervised Persons in covered accounts, as each of these terms is defined below, must be conducted in accordance with the Personal Trading Policies. In the conduct of any and all personal securities transactions, all Supervised Persons must act in accordance with the following general principles:

(a) the interests of clients must be placed before personal interests at all times;

(b) no Supervised Person may take inappropriate advantage of his or her position; and

(c) the Personal Trading Policies shall be followed in such a manner as to avoid any actual or potential conflict of interest or any abuse of a Supervised Person's position of trust and responsibility.

B. DEFINITIONS

1. SUPERVISED PERSONS All managers, officers and employees of GQG, including part-time employees, are "Supervised Persons" under the Personal Trading Policies.

2. COVERED ACCOUNTS A "covered account" under the Personal Trading Policies is any account in which a Supervised Person:

(a) has a direct or indirect interest, including, without limitation, an account of a an immediate family member living in the same household; or

(b) has direct or indirect control over purchase or sale of securities.

3. ADDITIONAL DEFINITIONS

(a) "Initial Public Offering" ("IPO") means any security which is being offered for the first time on a recognized stock exchange and in the United States particularly means an offering of securities registered under the Securities Act of 1933 the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

(b) "Part-time employees" means employees employed on a permanent basis, but obligated to work less than a full (i.e., forty-hour) work week.

(c) "Security" includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants.

C. RESTRICTIONS ON TRADING

Supervised Persons are prohibited from purchasing securities in covered accounts except as set forth below. Any sale of securities from covered accounts (for instance of securities acquired before the individual became a Supervised Person or before the account became a covered account or securities acquired through a gift or an inheritance) must be pre-cleared by the Compliance Department.

1. CERTAIN TYPES OF SECURITIES AND RELATED INSTRUMENTS

Transactions involving any of the following securities are not subject to any of the Restrictions on Trading above and do not require pre-clearance or reporting for either purchases or sales:

(a) Open-end mutual funds and unit investment trusts (not closed-end mutual funds), except that any such fund that is advised or sub-advised by GQG is subject to reporting.

(b) United States government securities (e.g., U.S. treasury bonds)

(d) Variable annuities issued by insurance company separate accounts except that any such separate account that is linked to a fund that is advised or sub-advised by GQG is subject to reporting.

(e) Exchange traded funds, which, although not subject to pre-clearance requirements, are subject to reporting requirements.

2. DELEGATED DISCRETION ACCOUNTS

Pre-clearance is not required on trades in a covered account over which a Supervised Person has no discretion (except for acquisition of any security in an initial public offering or in a limited offering) if:

(a) the Supervised Person provides to the Chief Compliance Officer a copy of the written contract pursuant to which investment discretion for the account has been delegated in writing to a fiduciary;

(b) the Supervised Person certifies in writing that she/he has not and will not discuss potential investment decisions with the independent fiduciary; and

3. CASE-BY-CASE EXEMPTIONS

Because no written policy can provide for every possible contingency, the Chief Compliance Officer may consider granting additional exemptions from the Restrictions on Trading on a case-by-case basis. Any request for such consideration must be submitted by the Supervised Person in writing to the Chief Compliance Officer. Exceptions will be granted only in those cases in which the Chief Compliance Officer determines that granting the request will create no conflict of interest. Each exemption to the Restrictions on Trading will be documented and signed off by the Chief Compliance Officer. Documentation will include the reason there was deemed to be no conflict of interest.

4. SUPERVISED PERSON'S GQG ACCOUNTS

To foster an alignment of Supervised Persons' financial interest with that of Clients, this Code's restrictions on trading do not apply to (i) a covered account managed by GQG, to the extent that such account is managed identically to a corresponding unconstrained strategy that GQG offers or manages for other Clients (a "Supervised Person GQG Account") or (ii) the purchase of interests in any unregistered pooled investment vehicle for which GQG serves as investment adviser (the purchase of which,

if part of a limited offering, is specifically approved for all Supervised Persons in accordance with Advisers Act Rule 204A-1(c), as presenting no potential conflicts of interest). Additionally, to prevent an incentive to favor a Supervised Person GQG Account over Client accounts, transactions for Supervised Person GQG Accounts are placed in accordance with the same trade aggregation and allocation procedures that apply to all other Client accounts.

D. PRE-CLEARANCE PROCEDURES.

Every proposed sale of securities by Supervised Persons in covered accounts and acquisition of any security in an initial public offering or in a limited offering (excluding exceptions set forth in Sub-Sections D(1), (2) and (4) above) (each such security, a "Covered Security") must be pre-cleared in accordance with the pre-clearance procedures set forth below:

(a) The Supervised Person completes and submits a Pre-Clearance Request Form (attached as Code of Ethics Appendix III) to the Chief Compliance Officer (complete a new Pre-Clearance Request Form for each trade).

(b) The Chief Compliance Officer reviews and approves or rejects the request, communicating its decision to the Supervised Person.

(d) The Supervised Person must complete any approved trade within two (2) business days of the approval date reflected on the Pre-Clearance Request Form.

(e) Following execution of the trade, the Chief Compliance Officer will note the date of the trade on the Pre-Clearance Request Form and, for sales, will also note the original purchase date for the shares sold.

Note: The Chief Compliance Officer has designated GQG's Chief Investment Officer ("Chief Investment Officer") to act under this Code of Ethics in his absence or unavailability. On such occasions, the Chief Investment Officer shall have the same authority as the Chief Compliance Officer under this Code of Ethics. In addition, the Chief Compliance Officer shall submit his personal trading Pre-Clearance Request Forms to the Chief Investment Officer, and the Chief Investment Officer shall submit his personal trading Pre-Clearance Request Forms to the Chief Compliance Officer for review and approval in accordance with the procedures described above.

E. REPORTING REQUIREMENTS

1. INITIAL ACCOUNT AND ANNUAL HOLDINGS REPORTS

i. Within 10 business days of beginning employment, each Supervised Person must provide a list of brokerage accounts and securities owned by the Supervised Person, the Supervised Person's immediate family members living in the same household, or any other person or entity in which the Supervised Person may have a beneficial interest or derive a direct or indirect benefit.

ii. Each Supervised Person must submit annually thereafter a holdings report setting forth the above-specified information, which must be current as of a date no more than forty-five (45) days before the report is submitted. The form used to report initial and annual personal holdings is set forth in Appendix I to this Code.

2. IMMEDIATE TRADE CONFIRMATIONS FOR UNBROKERED TRADES

If no broker is involved in a trade by a Supervised Person, the Supervised Person shall provide a transaction report within 10 days of the trade. Such report must include the following information:

(i) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

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

(iii) The price of the security at which the transaction was effected;

(iv) The name of the broker, dealer or bank with or through which the transaction was effected; and

(v) The date the Supervised Person submits the report.

3. QUARTERLY TRANSACTION REPORTS

Every Supervised Person must report to the Chief Compliance Officer no later than thirty (30) days after the end of the calendar quarter, the following information:

i. With respect to any transaction during the quarter in a Covered Security in which the Supervised Person had any direct or indirect Beneficial Ownership:

a. The date of the transaction, the title, ticker symbol or CUSIP as appropriate, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

b. The nature of the transaction (I.E., purchase, sale or any other type of acquisition or disposition);

c. The price of the Covered Security at which the transaction was effected;

d. The name of the broker, dealer or bank with or through which the transaction was effected; and

e. The date that the report is submitted by the Supervised Person.

The foregoing Item i includes reporting securities acquired through a gift or inheritance.

ii. With respect to any account established by the Supervised Person in which any Covered Securities were held during the quarter for the direct or indirect benefit of the Supervised Person:

a. The name of the broker, dealer or bank with which the Supervised Person established the account;

b. The date the account was established; and

c. The date that the report is submitted by the Supervised Person.

iii. If a Supervised Person instructs all broker-dealers, who hold Covered Securities in which such Supervised Person has beneficial ownership, to provide duplicate account statements required under the above section to the Chief Compliance Officer within the time period required for a Quarterly Transaction Report (I.E., within 30 days after the end of the applicable calendar quarter) and provides the information required in part
ii. above, then such Supervised Person need only represent on the Quarterly Transaction Report:

a. that he/she has directed all broker-dealers who hold any Covered Securities in which such Supervised Person has beneficial ownership to send duplicate confirmations and account statements to the Chief Compliance Officer;

b. the form of such confirmations, account statements or records provided to GQG contains all the information required in a Quarterly Transaction Report; and

c. with respect to any account established during the applicable quarter in which the Supervised Person has beneficial ownership in Covered Securities, the information provided in accordance with part ii. is true and accurate.

It is the obligation of each Supervised Person relying on part iii to ensure compliance with its requirements. The Form used for the Quarterly Transaction Report has been attached as Appendix II.

Exception to Reporting Requirements:

A person need not make a report to the Chief Compliance Officer under the Reporting Section above with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control. (For example, if Supervised Person makes an affirmative demonstration that control has been delegated to an independent third party, or that Supervised Person's ownership involves a blind trust.)

F. REPORTING VIOLATIONS & PENALTIES FOR VIOLATIONS

1. REPORTING VIOLATIONS

All Supervised Persons shall promptly report to their supervisor, the Chief Compliance Officer or a Member of Senior Management all apparent violations of the Code without fear

of retaliation. All reports will be treated confidentially and investigated promptly and appropriately. GQG will not permit any form of intimidation or retaliation against any employee who reports a violation of GQG's policies. Senior Management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed.

Supervisors and other Members of Senior Management shall immediately report any violations of the Code to the Chief Compliance Officer. The Chief Compliance Officer shall promptly report to the Senior Management all material violations of the Code. When the Chief Compliance Officer finds that a violation otherwise reportable to Senior Management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to Senior Management.

For the avoidance of doubt, nothing in this Code prohibits Supervised Persons from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Supervised Persons do not need prior authorization from their supervisor, Senior Management, the Board of Managers Management, the CCO, or anyone else affiliated with GQG to make any such reports or disclosures and are not required to notify GQG that they have made such reports or disclosures.

2. PENALTIES FOR VIOLATIONS

Supervised Persons who violate the Personal Trading Policies may be subject to sanctions, which may include, among other things, education or formal censure; a letter of admonition; disgorgement of profits; restrictions on such person's personal securities transactions; fines, suspension, reassignment, demotion or termination of employment; or other significant remedial action. Determinations regarding appropriate disciplinary responses will be made and administered on a case-by-case basis.

IV. OUTSIDE ACTIVITIES OF SUPERVISED PERSONS

From time to time Supervised Persons may be asked to serve as Directors, Advisory Directors, Trustees or officers of various corporations, charitable organizations, foundations and the like. Sometimes these are non-paid positions and sometimes they are compensated. Sometimes the corporations are public or are thinking of becoming public and sometimes they are closely held corporations never expected to be publicly traded. Some of the activities may involve participation in, or knowledge of, proposed financial investments by the group involved. This section will briefly address the issues raised by these activities.

There is no absolute prohibition on any Supervised Persons participating in outside activities. As a practical matter, however, there may be circumstances in which it would not be in GQG's best interest to allow Supervised Persons to participate in outside activities. The first consideration must be whether the activity will take so much of the Supervised Person's time that it will affect his or her performance. As important, however, is whether the activity will subject the Supervised Persons to conflicts of interest that will reflect poorly on both him or her and GQG.

Any Supervised Persons wishing to accept (or, if a new employee, to continue) a position with a corporation (public or private), charitable organization, foundation or similar group must seek prior approval by submitting Request for Approval of Outside Activity Request (attached as Code of Ethics Appendix IV) to the Chief Compliance Officer. The information will state the compensation or benefits to be received, direct or indirect.

These types of requests will be treated on a case-by-case basis with the interests of clients being paramount, and will require the approval of the Chief Compliance Officer. Any service on the board of directors of a publicly-held company will also require the approval of the board of directors of any registered investment company for which GQG serves as an investment adviser.

No Supervised Person may use GQG property, services, employees or other resources, for his or her personal benefit or the benefit of another person or entity, without approval of the Chief Compliance Officer. For this purpose, "property" means both tangible and intangible property, including funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property, proprietary processes, and ideas for new research or services.

V. GIFTS AND GRATUITIES

The purpose of this policy to prevent Supervised Persons from receiving business through improper influence, or accepting gifts or entertainment that could influence decision making and result in an actual or perceived conflict of interest.

It is expected that all Supervised Persons must exercise good judgment in considering the value, frequency, and intent of gifts and entertainment. Supervised Persons may not accept any gift or entertainment that might influence their investment decisions or that might make the Supervised Person feel beholden to any person or firm. No Supervised Person may give or accept cash or cash equivalents, stocks, bonds, notes, loans, or any other evidence of ownership or obligation. In addition, Supervised Persons must not accept entertainment, gifts or other gratuities from individuals seeking to conduct business with GQG, or on behalf of an advisory client, unless in compliance with the Gift & Entertainment Restrictions discussed below. If there is a question regarding gifts and entertainment, it should be reviewed by the Chief Compliance Officer.

Normal business entertainment is not generally considered a gift under this policy. This entertainment would include occasional meals, tickets to theatrical performances, sporting events and other events at which representative of both the giver and recipient are in attendance, and which would fall within the guidelines of the IRS in regards to deductible business expenses. Gifts or entertainment will not be so frequent or extensive as to raise any questions in regards to GQG's ethical conduct or performance of fiduciary obligations, whether or not it is within the limits of the following policies or

applicable law.

o Receiving Gifts: No Supervised Person shall knowingly directly or indirectly accept in any one year any gifts, gratuities, or favors with a total value in excess of $100 from anyone having a direct business and/or professional relationship with any client or its affiliated entities absent disclosure to and approval by the Chief Compliance Officer. Note: Some entertainment, discounts or special deals may be considered gifts within the meaning of this policy. All questions regarding the policy should be directed to the Chief Compliance Officer.

o Giving Gifts: No Supervised Person shall knowingly directly or indirectly give in any one year any gifts, gratuities, or favors with a total value in excess of $100 to any person, principal, proprietor, employee, agent or representative of another person where the payment is in relation to the business of the recipient's employer absent disclosure to and approval by the Chief Compliance Officer.

o Union officials -- any gifts and entertainment provided to union officials, regardless of value, must be reported to the Chief Compliance Officer in order to facilitate compliance with Department of Labor Form LM-10 requirements, pursuant to the Labor-Management Reporting and Disclosure Act of 1959 (LMRDA).

o FCPA -- GQG has implemented a policy regarding the Foreign Corrupt Practices Act of 1977. Supervised Persons must comply at all times with the FCPA. The FCPA anti-bribery section prohibits payments, offers, or gifts of money or anything of value, with corrupt intent, to a foreign official in order to obtain or retain business or to secure an improper advantage anywhere in the world. The prohibition applies whether an item would benefit the official directly or another person, such as a family member, friend or business associate. Supervised Persons are required to comply with GQG's FCPA Policy.

The Chief Compliance Officer or his designee will maintain a log of gifts received and given by Supervised Persons to monitor compliance with GQG's gift policy. Entertainment records will be maintained through GQG's accounting process; all Supervised Person expenses will be reviewed for reimbursement before Supervised Persons are reimbursed for expenses they incurred. Expenses that appear unusual or excessive will be brought to the attention of the Chief Compliance Officer.

CODE OF ETHICS APPENDIX I

GQG PARTNERS LLC

PERSONAL SECURITIES INITIAL & ANNUAL SECURITIES HOLDINGS,
OUTSIDE BUSINESS ACTIVITIES AND POLITICAL CONTRIBUTION REPORT

Each Supervised Person is to report initially (within 10 business days of becoming a Supervised Person) and annually thereafter (no later than January 31(st) of each year) information about any security holdings in which you have a direct or indirect beneficial interest, including any personal, household or family accounts and holdings or other accounts or holdings for which you have authority to trade or invest.

If an annual report, the information provided below must be current as of a date no more than 45 days before the report is submitted.

INSTRUCTIONS:

1. Please complete all sections;

2. Print, sign and date the form;

3. Return to the Chief Compliance Officer; and

4. Send before the deadline dates noted above.

INITIAL/ANNUAL SECURITIES HOLDINGS INFORMATION

___________ I do not currently have any Covered Securities holdings.

___________ I have attached or previously provided statements of all Covered Securities holdings, that include the title, number of shares, principal amount of each Covered Security as well as its ticker symbol and identification of the type of security.

___________ I have arranged for GQG to receive automatic duplicate statements of Covered Securities transactions and holdings which meet the reporting requirements. The following are the accounts in which any securities are held for my direct or indirect benefit:

NAME OF BROKER/DEALER,
BANK OR ENTITY WITH THE ACCOUNT ACCOUNT NAME

ADDITIONAL INFORMATION

OUTSIDE BUSINESS ACTIVITIES

Do you have any outside employment or business activity or affiliation, including serving as a Director, Officer, Trustee, Member, Partner, or in any other capacity, for any other entity?

YES ___ NO ___

If YES, describe: ______________________________________________________________

POLITICAL CONTRIBUTIONS

EXISTING EMPLOYEES ONLY: Have you made any political contributions (either directly or via a political action committee which you control) during the past calendar year?

YES ___ NO ___

If YES, describe: ______________________________________________________________

NEW EMPLOYEES ONLY (FIRST TIME COMPLETING THIS FORM): Have you made any political contributions (either directly or via a political action committee which you control) during the two years preceding your date of employment with GQG?

YES ___ NO ___

If YES, describe: ______________________________________________________________

I certify that to the best of my knowledge this form and the attached statement(s) (if any) constitute all of the information required to be submitted under GQG's Code of Ethics. To enable GQG to efficiently carry out its compliance program by using a compliance-application website or database hosted by a third party, I authorize GQG to maintain my personally identifiable information regarding the matters set forth above, now and on an ongoing basis, in such a website or database, provided that GQG has taken reasonable steps to ensure that the information can be accessed only by persons subject to appropriate confidentiality obligations and only for purposes of supporting or administering GQG's compliance program.

Date: ______________________________________     _______________________________
                                                 Signature

                                                 _______________________________
                                                 Print Name

RETURN TO CHIEF COMPLIANCE OFFICER. QUESTIONS REGARDING THIS FORM MAY BE DIRECTED TO THE CHIEF COMPLIANCE OFFICER.

Date Submitted to Chief Compliance Officer: _________________

Reviewed by Chief Compliance Officer:______________________

CODE OF ETHICS APPENDIX II

GQG PARTNERS LLC

QUARTERLY SECURITIES
TRANSACTION AND GIFT REPORT

FOR THE CALENDAR QUARTER ENDED [__________]

To: Chief Compliance Officer

INSTRUCTIONS:

1. Please complete Item A OR B

2. Please complete Item C

3. Please complete Item D

4. Print, sign and date the form;

5. Return to the Chief Compliance Officer; and

6. Send before the deadline date noted below.

A. No reportable transactions. [] OR

During the quarter referred to above, the following sales transactions were effected in Covered Securities of which I had direct or indirect beneficial ownership, and which are required to be reported pursuant to GQG's Code of Ethics.

------------------------------------------------------------------------------------------------------------------------------------
SECURITY       DATE OF          INTEREST    NUMBER         PRINCIPAL        NATURE OF         PRICE AT      BROKER/DEALER
(INCLUDE       SALES            RATE AND    OF SHARES      AMOUNT OF        TRANSACTION:      WHICH         OR BANK
ISSUER'S       TRANSACTION      MATURITY                   SALES            (BUY/SELL)        SALES         EFFECTED
FULL NAME                       DATE (IF                   TRANSACTION                        TRANS-        THROUGH:
& TICKER                        APPLICABLE)                                                   ACTION
SYMBOL OR                                                                                     EFFECTED
CUSIP)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

B. In lieu of the information required under A above, I represent that I have given instructions to each broker-dealer who holds Covered Securities in which I have beneficial ownership to provide duplicate trade confirmations and/or brokerage account statements to GQG and together with any new accounts listed under C below, such transactions represent all transactions which must be reported pursuant to the Code of Ethics. []

C. During the quarter referred to above, I established the following accounts in which any Covered Securities were held during the quarter for my direct or indirect benefit:

--------------------------------------------------------------------------------
NAME OF BROKER/DEALER,                         DATE ACCOUNT WAS
BANK OR ENTITY WITH THE ACCOUNT                ESTABLISHED
--------------------------------------------------------------------------------

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

OR N/A []

D. Have you been the recipient of any gifts, business meals, sporting events, or other business entertainment from anyone doing business with the firm with a value in excess of $100 per gift or event? YES ___ NO ___

If YES, Describe: _________________________________________________________

This report is to be signed, dated and returned within thirty (30) days of the end of the calendar quarter. Your signature also certifies compliance with the "Gifts and Entertainment" provisions of the Code of Ethics, including reporting requirements.

Signature: _____________________________________

Printed name:___________________________________

Date: __________________________________________

QUESTIONS REGARDING THIS FORM MAY BE DIRECTED TO THE CHIEF COMPLIANCE OFFICER.

Date Submitted to Chief Compliance Officer: _________________

Date Reviewed by Chief Compliance Officer:______________________

CODE OF ETHICS APPENDIX III

GQG PARTNERS LLC
PERSONAL SECURITIES TRANSACTION PRE-CLEARANCE FORM

DETAILS OF PROPOSED TRANSACTION:

Date of sale

Name of issuer

Type of security (e.g. note, common stock, preferred stock)

Quantity of shares or units

Price per share/unites

Approximate dollar amount

Account for which transaction will be made

Name of broker

Do you wish that this form shall not be
construed as an admission of direct or indirect beneficial ownership in the Security? (Y/N)

--------------------------------------------------------------------------------
Date                                                  Name of employee
--------------------------------------------------------------------------------
                                                   Signature of employee
--------------------------------------------------------------------------------

       You may/may not execute the proposed transaction described above.

                                                  _________________________
                                                  CCO

Date: ______________

CODE OF ETHICS APPENDIX IV

GQG PARTNERS LLC

REQUEST FOR APPROVAL OF OUTSIDE ACTIVITY FORM

Name:

Date:

Signature:

1. Name of Organization: _______________________________________________________

2. Description of Organization: ________________________________________________

3. Your Position/Title: ________________________________________________________

4. Will GQG's name be used in connection with such activity (e.g., included in a biography)? _______________________________________________________________

a. Yes____ No____ If yes, description of use:

5. Will you or any related party receive any economic benefit for your participation in such activity?

a. Yes___ No___ If yes, description of economic benefit:

I certify that all information contained in this report is true and correct.

I certify that such activity does not violate any law or regulation, does not and will not interfere with my responsibilities to GQG, and do not believe that it competes with or conflicts with any interest of GQG.

I acknowledge that I have an ongoing requirement to report promptly to the Chief Compliance Officer any actual or potential conflicts of interest that arise due to such activity. I understand that approval is only valid if and when I receive a countersigned copy of this form.

Reviewed/Approved by Chief Compliance Officer:

Signature:_______________________________________

[LOGO OMITTED] CODE OF ETHICS

ACADIAN ASSET MANAGEMENT LLC

CODE OF ETHICS

Updated as of January 2016

TABLE OF CONTENTS

Summary of Material Code Changes                                               5
Introduction                                                                   6
General Principles                                                             7
Scope of the Code                                                              8
Persons Covered by the Code                                                    8
Reportable Investment Accounts                                                 8
Securities Covered by the Code                                                 9
Blackout Periods and Restrictions                                             10
Short-Term Trading                                                            10
Old Mutual and Affiliate Stock                                                11
Securities Transactions requiring Pre-clearance                               11
          Initial Public Offerings                                            12
          Limited of Private Offerings                                        12
Exceptions specific to Certain Accounts and Transaction Types                 12
Standards of Business Conduct                                                 13
Compliance with Laws and Regulations                                          13
Conflicts of Interest                                                         14
          Conflicts among Client Interests                                    14
          Competing with Client Trades                                        14
          Disclosure of Personal Interest                                     14
          Referrals/Brokerage                                                 14
          Vendors and Suppliers                                               14
Market Manipulation                                                           14
Insider Trading                                                               15
          Material Non-public Information                                     15
          Penalties                                                           16
Gifts and Entertainment                                                       16
          General Statement                                                   16
          Gifts                                                               16
                    Receipt                                                   16
                    Offer                                                     17
                    ERISA,Taft Hartley and Public Plan Clients and Prospects  17
          Cash                                                                17
          Entertainment (Receipt and Offer)                                   17

ERISA, Taft Hartley and Public Plan Clients and Prospects 17

Updated as of January 2016 2

          Expense Reports for Gifts and Entertainment                         17
          Conferences                                                         18
          Quarterly Reporting of Gifts and Entertainment                      18
Political Contributions and Compliance with the Pay-to-Play Rule
Requirements                                                                  18
Anti-bribery and Corruption Policy                                            19
Foreign Corrupt Practices Act                                                 19
Charitable Contributions                                                      20
Confidentiality                                                               20
Service on a Board of Directors                                               21
Partnerships                                                                  21
Other Outside Activities                                                      22
Marketing and Promotional Activities                                          22
Affiliated Broker-Dealers                                                     22
Compliance Procedures                                                         22
          Reporting of Access Person Investment Accounts                      22
          Duplicate Statements                                                22
          Personal Securities Transactions Pre-clearance                      23
          Pre-Approval of Political Contributions                             23
          Quarterly Reporting of Transactions                                 24
          Quarterly Reporting of Gifts and Entertainment                      24
          Quarterly Reporting of Private Investments                          24
          Quarterly Reporting of Political Contributions                      24
          Annual Reporting                                                    24
          New Hire Reporting                                                  25
Review and Enforcement                                                        25
Certification of Compliance                                                   25
          Initial Certification                                               25
          Acknowledgement of Amendments                                       26
          Annual Certification                                                26
Access Person Disclosure and Reporting                                        26
Recordkeeping                                                                 27
Form ADV Disclosure                                                           28
Administration and Enforcement of the Code                                    28
Responsibility to Know Rules                                                  28
Excessive or Inappropriate Trading                                            28


Updated as of January 2016                                                     3

Training and Education                                                        29
          New Hires                                                           29
          Annual                                                              29
Executive and Compliance and Risk Committee Approvals                         29
Report to Fund CCOs and Boards                                                29
Report to Senior Management                                                   29
Reporting Violations and Whistleblowing Protections                           29
Fraud Policy                                                                  30
Regulation FD                                                                 31
Sanctions                                                                     32
Further Information about the Code and Supplements                            33
Persons Responsible for Enforcement and Training                              33
Questions and Answers                                                         33
Appendices (in pdf only)
A. CFA Institute Asset Manager Code of Professional Conduct


Updated as of January 2016                                                     4

--------------------------------------------------------------------------------
SUMMARY OF MATERIAL CODE CHANGES
--------------------------------------------------------------------------------

The following is a summary of material changes made to the previous Code that
had been in effect since February 2015.

1.   Revised the Blackout policy to enable the Compliance Group to make
     exceptions in limited circumstances. (See Part 2, Section D, 1)

2.   Revised Entertainment policy to require employees to obtain written
     pre-approval from a supervisor before accepting entertainment if the
     anticipated value of the entertainment will exceed $500. (See Part 3,

Section E, 4)

3. Revised sections related to Gifts and Entertainment to Taft-Hartley and Public Plans to require compliance consultation. (See Part 3, Section E, 2(b) and 4)

4. Revised the section on Conferences to provide more clarity. (See Part 3,
Section E, 6)

5. Revised Pay-to-Play section to remove introductory paragraph. (See Part 3,
Section F)

6. Revised reporting and escalation process related to Code violations to involve the Compliance and Risk Committee as the primary recipient. (See

Part 4, Section H and Part 8, E)

7. Revised section on Sanctions for Code violations. (See Part 8, Section I)

8. Updated the US contact number to report fraud and other whistleblower incidents. (See Part 8, Section G)

Updated as of January 2016 5

--------------------------------------------------------------------------------
INTRODUCTION
--------------------------------------------------------------------------------

Acadian Asset Management LLC ("Acadian") is primarily a quantitative based
equity investment manager following over 35,000 securities on a daily basis.
With limited exceptions(1), daily buy and sell lists are generated
automatically via an optimizer, and are not the result of individual stock
selection or buy and sell decisions of any employee.  There is no "recommended"
list maintained.  As a result, on any given day it is possible that our trade
optimizer could recommend that any security in the universe of over 35,000 be
traded on behalf of a client.

With limited exceptions, Acadian engages in "program" trading through the
program trading desks of global securities brokers. No brokers or dealers
affiliated with Acadian are utilized for trading.

Acadian's Code of Ethics (the "Code") attempts to recognize this approach to
investment management by striking a balance in an effort to ensure that a
client is not materially impacted by the actions of Acadian or an Acadian
"Access Person" while continuing to permit such Access Persons to engage in
personal trading and activities that the firm deems permissible. Compliance
with the Code is a condition of employment.

Acadian has adopted this Code pursuant to Rule 204A-1 under the Investment
Advisers Act of 1940 (the "Advisers Act") and rule amendments under Section 204
of the Advisers Act. The Code sets forth standards of conduct expected of
Acadian's employees, and certain consultants, and contractors and addresses
conflicts that may arise from personal trading. Acadian has also adopted the
CFA Institute Asset Manager Code of Professional Conduct attached as Appendix
A.

The policies and procedures outlined in the Code are intended to promote
compliance with fiduciary standards by Acadian and our Access Persons. As a
fiduciary, Acadian has the responsibility to render professional, continuous
and unbiased investment advice, owes our clients a duty of honesty, good faith
and fair dealing, must act at all times in the best interests of our clients,
and must avoid or disclose conflicts of interests.

This Code is designed to:

o Protect Acadian's clients by deterring misconduct;

o Guard against violations of the securities laws;

o Educate Access Persons regarding Acadian's expectations and the laws governing their conduct;

o Remind Access Persons that they are in a position of trust and must act with complete propriety at all times;

o Protect the reputation of Acadian; and

o Establish policies and procedures for Access Persons to follow so that Acadian may determine whether Access Persons are complying with our ethical principles and regulatory requirements.

This Code is based upon the principle that the members of our Board of Managers, officers, and other Access Persons owe a fiduciary duty to, among others, our clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) materially serving their own personal interests ahead of clients; (ii) materially taking inappropriate advantage of their position with Acadian; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of

(1) Acadian's Frontier Markets strategy, and certain "concentrated" and long-short equity portfolios may follow a different methodology for stock selection and trading.

Updated as of January 2016 6

Acadian's Chief Compliance Officer to report violations of the Code to Acadian's Executive Committee, and if deemed necessary, to our full Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

SCHWAB COMPLIANCE TECHNOLOGIES

Schwab Compliance Technologies ("SCT") is utilized for all Code of Ethics reporting.

PART 1. GENERAL PRINCIPLES

Our principles and philosophy regarding ethics stress Acadian's overarching fiduciary duty to our clients and the obligation of our Access Persons to uphold that fundamental duty. In recognition of the trust and confidence placed in Acadian by our clients and to give effect to the belief that Acadian's operations should be directed to benefit our clients, Acadian has adopted the following general principles to guide the actions of our Access Persons:

1. The interests of clients are paramount. All Access Persons must conduct themselves and their operations to give maximum effect to this belief by placing the interests of clients before their own.

2. All personal transactions in securities by Access Persons must be accomplished so as not to conflict materially with the interests of any client.

3. All Access Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the person's independence or judgment.

4. Personal, financial, and other potentially sensitive information concerning the firm, our clients, our prospects, and other Access Persons will be kept strictly confidential. Access Persons will only access this information if it is required to complete their jobs and will only disclose such information to others if it is required to complete their jobs and to deliver the services for which the client has contracted.

5. All Access Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect Acadian's reputation.

6. All Access Persons will comply with all laws and regulations applicable to our business activities.

The U.S. Securities and Exchange Commission (the "SEC") and U.S. federal law require that the Code not only be adopted but that it also is enforced with reasonable diligence.

The Compliance Group will keep records of any violation of the Code and of the actions taken as a result of such violations. Failure to comply with the Code may result in disciplinary action, including monetary penalties and the potential for the termination of employment. In addition, non-compliance with the Code can have severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits, and sanctions on your ability to remain employed in any capacity in the investment advisory business.

Updated as of January 2016 7

PART 2. SCOPE OF THE CODE

A. PERSONS COVERED BY THE CODE

Whether an individual is considered an "Access Person" or "Supervised Person" under the Code and thus subject to Code compliance is dependent upon various factors including: job responsibilities the individual has on behalf of the firm, type of access they have to certain internal portfolio construction, research, and trading databases, and whether they primarily work on-site. Ultimate determination as to whether any individual or action is subject to or exempt from the Code, or if a Code exception should be granted, is left to the Chief Compliance Officer.

An "Access Person(s)" may include employees, consultants, and contractors, whose job responsibilities require him or her to spend a significant amount of time working on-site or that give him or her access to Acadian's research and/or trading databases. Any individual that does not have access to Acadian's research and trading databases would typically not be considered an Access Person for purposes of the Code but would instead be considered a "Supervised Person".

Certain IMMEDIATE FAMILY MEMBERS(2), or other persons subject to the financial support of an Access Person, are subject to certain requirements imposed on an "Access Person" under the Code. For these individuals, an Access Person must report their covered investment accounts, pre-clear their personal securities transactions in covered securities, ensure their personal securities transactions comply with blackout and sixty-day trading restrictions, and provide duplicate copies of their account statements upon request.

Each Access Person should inform a Compliance Officer when their immediate family members change. Each Access Person is also required to ensure that any immediate family member as defined herein, or person subject to the Access Person's financial support, is complying with applicable Code requirement. Access Persons should educate these individuals on their requirements. Oversight is a must. Non-compliance with the Code by any of these individuals will have the same ramifications on the Access Person as if it were the employee who did not comply.

Members of Acadian's Board of Managers employed by Old Mutual, along with any other nonresident officer, director, manager or employee of Acadian, who is subject to another Code of Ethics that complies with Rule 204A-1 under the Advisers Act and whose Code has been reviewed and approved by Acadian's Chief Compliance Officer, or who does not have access to Acadian's internal research and trading information, shall be exempt from the Access Person requirements imposed by this Code.

B. REPORTABLE INVESTMENT ACCOUNTS

Each Access Person must report any accounts in which he or she has a direct or indirect beneficial interest and in which a security is eligible for purchase or sale. Examples of reportable accounts typically include:

o individual and joint accounts including accounts established through your employment with Acadian such as a 401K and/or deferred compensation account

o accounts in the name of an IMMEDIATE FAMILY MEMBER as defined in the Code

o accounts in the name of any individual subject to your financial support

o trust accounts

(2) An IMMEDIATE FAMILY MEMBER is defined to include any relative by blood or marriage living in an Access Person's household who is subject to the Access Person's financial support or any other individual living in the household subject to the Access Person's financial support (spouse, minor children, a domestic partner etc.).

Updated as of January 2016 8

o estate accounts

o accounts where you have power of attorney or trading authority

o other types of accounts in which you have a present or future interest in the income, principal or right to obtain title to securities.

EXCEPTION: 529 plans that are not managed or offered by an affiliate are not considered a reportable account under the Code. Further, any transactions within such plans do not require pre-clearance or reporting on a holdings report.

C. SECURITIES COVERED BY THE CODE

For purposes of the Code and our reporting requirements, the term "covered security" will include the following:

o any stock or corporate bond;

o ETFs and Depositary Receipts (e. g. , ADRs, EDRs and GDRs);

o municipal, Government Sponsored Entities (GSE) and agency bonds;

o investment or futures contracts with the exception of currency;

o commodity futures;

o options or warrants to purchase or sell securities;

o limited partnerships meeting the SEC's definition of a "security" (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);

o UITs, foreign (offshore) mutual funds, and closed-end investment companies;

o shares of open-end mutual funds that are advised or sub-advised by Acadian (3),

o shares of open-end mutual funds advised or sub-advised by Acadian affiliates, including all companies under the Old Mutual umbrella(4); and

o private investment funds (including Acadian managed commingled funds), hedge funds, and investment clubs.

Additional types of securities may be added at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian's business changes.

However, the following are excluded:

o direct obligations of the U.S. government;

o bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

o shares issued by money market funds (domiciled inside or outside the United States); and

o shares of open-end mutual funds that ARE NOT advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual ownership umbrellas.

o 529 plans that are not managed or offered by an affiliate.

(3) A transaction in fund advised or sub-advised by Acadian is subject to pre-clearance requirements unless the transaction is occurring in Acadian's 401K or deferred compensation plans. However, all holdings in such funds, including those owned in your 401K and deferred compensation accounts, must be reported on your year-end holdings report.

(4) Old Mutual, Acadian's parent company, provides Acadian with a quarterly update of all affiliated funds. Upon receipt by Acadian, the Compliance Group posts the list to the Compliance section of the intranet. These funds do not require pre-clearance prior to purchase however they must be reported on your year-end holdings report. Please consult this list when preparing the report.

Updated as of January 2016 9

D. BLACKOUT PERIODS AND RESTRICTIONS.

Acadian's quantitative investment process has the potential of recommending for purchase or sale on any given day among all of our client portfolios any of the over 35,000 securities covered in our potential investment universe. As a result, adoption of a hard blackout period of any length of time would severely restrict the ability of any Access Person to engage in personal trading. Acadian has determined that we will permit our Access Persons to continue to engage in personal trading in individual securities provided the Access Person's trade does not have a material negative impact on the execution price received by the client and the firm is not trading in that (or a related) security that day.(5) Access Persons will be permitted to trade subject to the following conditions:

(1) NO PERSONAL TRADES WILL BE PERMITTED IN ANY INDIVIDUAL SECURITY ON THE SAME DAY THAT ACADIAN TRADES THAT SECURITY OR A SIMILAR LINE OF THE SAME SECURITY ON BEHALF OF ANY CLIENT.

For purposes of clarity, this applies to any individual stock, bond, ETF, Depositary Receipt, and to any individual security underlying any Depositary Receipt or a different class of the security being traded. For example, the purchase of an ADR would not be permitted if we were trading in the underlying security and vice versa. On a case-by-case basis, an exemption to this restriction may be granted by a compliance officer if it is determined no harm will occur to our clients.

Acadian's Compliance Group may allow exceptions to this "blackout" policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present AND the equity of the situation strongly supports an exemption.

(2) SHORT-TERM TRADING RESTRICTION.

Access Persons are reminded that they are specifically prohibited from engaging in any form of market timing or short-term trading in mutual funds advised or sub- advised by Acadian or in any other covered security.

Acadian has adopted a sixty (60) day hold requirement in an effort to avoid conflicts of interests and to ensure that the interests of our clients are placed first. This requirement is intended to deter front running, market manipulation and the potential misuse of Acadian internal resources.

Acadian's Compliance Group may allow exceptions to this short-term trading restriction on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present AND the equity of the situation strongly supports an exemption.

Unless an exception is granted by the Compliance Group, no Access Person may execute opposing trades (buy/sell, sell/buy) in a covered security within sixty (60) calendar days. Trades made in violation of this prohibition are subject to being unwound. Otherwise, any profit realized on such short-term trades shall be subject to disgorgement to a charity or to a client if appropriate at the discretion of the Compliance Group.

(5) Whether an Access Person's trade had a material negative impact on a client trade and any appropriate responsive actions will be reviewed and determined by the Compliance Group on a case-by-case basis taking into account all facts and circumstances.

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An Access Person wishing to execute a short-term trade must request an exception when entering the Pre-Clearance request.

E. OLD MUTUAL STOCK OR OTHER AFFILIATE STOCK

FOR CLIENTS:

Acadian is restricted from purchasing or recommending the purchase or sale of Old Mutual stock or any Old Mutual affiliate stock ("OMAM securities") on behalf of our clients.

FOR ACCESS PERSONS:

Acadian Access Persons, Supervised Persons, or their immediate family members may invest in OMAM securities. To reduce the risk that such investment might be found to have resulted from insider trading or another violation of securities laws, Old Mutual has established a policy setting forth when trading in OMAM securities is not permitted or appropriate. This Policy applies to all Acadian Access Persons, Supervised Persons, or their immediate family members.

MANDATORY REQUIREMENTS/PROHIBITIONS OF OLD MUTUAL'S POLICY:

o Prohibits trading in any OMAM securities when in possession of material, nonpublic information ("MNPI")

o Prohibits communicating MNPI to any third-party unless for legitimate purposes.

o Prohibits engaging in any transaction involving any OMAM securities during a blackout period. Blackout periods will be communicated to Acadian compliance.

o Prohibits engaging in short sales of OMAM securities or trading in naked options.

o Requires obtaining PRE-CLEARANCE FROM OM(US)H COMPLIANCE prior to trading in any OMAM security.

Please send your pre-clearance request to Acadian compliance and we will facilitate on your behalf with OM(US)H Compliance.

Old Mutual is responsible for providing Acadian with an updated list of publicly traded affiliated companies. Any updates will be available through the Compliance Group.

F. SECURITIES TRANSACTIONS REQUIRING PRE-CLEARANCE

With limited exceptions noted in section G below, discretionary transactions executed by an Access Person in the following covered securities must be "pre-cleared" with the Compliance Group in accordance with the procedures outlined herein prior to execution:

o any stock or corporate bond;

o ETFs and Depositary Receipts (e. g. ADRs, EDRs and GDRs);

o investment or futures contracts with the exception of currency;

o options or warrants to purchase or sell securities;

o limited partnerships meeting the SEC's definition of a "security" (including limited liability and other companies that are treated as partnerships for U. S. federal income tax purposes);

o UITs, foreign mutual funds, and closed-end investment companies;

o shares of open-end mutual funds that ARE advised or sub-advised by Acadian (unless in the Acadian 401K or deferred compensation plan),

Updated as of January 2016 11

o private investment funds (including Acadian managed commingled funds), hedge funds, and investment clubs.

Additional types of securities may be added to the pre-clearance requirements at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian's business changes.

INITIAL PUBLIC OFFERINGS Acadian as a firm typically does not participate in initial public offerings (IPO). Access Persons must pre-clear for their personal accounts purchases of any securities in an IPO. Acadian will maintain a written record of any decision, and the reasons supporting the decision, to approve the personal acquisition of an IPO for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm's brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person's investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients.

LIMITED OR PRIVATE OFFERINGS Access Persons must pre-clear for their personal accounts purchases or sales of any securities in limited or private offerings (commonly referred to as private placements). Acadian will maintain a record of any decision, and the reasons supporting the decision to approve the personal acquisition of a private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm's brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person's investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Access Persons are permitted to invest in private offerings offered and/or managed by Acadian provided they meet the investment qualifications of the particular investment.

Investment accounts established through your employment with Acadian, including your 401K account and any deferred compensation account, are reportable accounts but are exempt from the requirements to pre-clear trades. Notwithstanding, if any of the holdings in these accounts are in "affiliated" funds you must report any holdings on your year-end holdings report. For example, this would include the required reporting of any affiliate-managed fund in the deferred compensation plan as well as in the 401K plan.

G. EXCEPTIONS SPECIFIC TO CERTAIN ACCOUNT AND TRANSACTION TYPES:

1. Transactions occurring within investment accounts in which the Access Person had no direct or indirect influence or control over the transactions do not require preclearance, are not subject to blackout or holding period restrictions, and do not require reporting on holding reports provided the following conditions are met:

o The account is disclosed to a compliance officer before trading commences and the compliance officer is provided with necessary documentation to confirm that the Access Person will not have direct or indirect influence over transactions in the account; and

o The Access Person and/or the investment manager for the account provides written confirmation periodically at the request of a compliance officer that the

Updated as of January 2016 12

Access Person did not have any direct or indirect influence on any of the transactions executed in the account.

Examples of such accounts include accounts where the Access Person has granted to a broker, dealer, trust officer or other third party non-Access Person full discretion to execute transactions on behalf of the Access Person without consultation or Access Person input or direction (an example would be Managed Accounts and the party directing the transaction has utilized such discretion).

2. Transactions occurring within a reported investment account that are part of an automatic dividend reinvestment plan or a pre-established dollar cost averaging type contribution plan do not require preclearance, are not subject to blackout or holding period restrictions, and do not require reporting on holding reports.

3. The following transactions in covered securities within a reported investment account are exempt from the Code's pre-clearance, blackout and short-term trading requirements but must be disclosed on year-end holding reports:

a. purchases or sales that are involuntary on the part of the Access Person

b. purchases or sales within Acadian's 401k or deferred compensation plans

c. purchases or sales effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of our securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired

d. purchases or sales of currencies and interest rate instruments or futures or options on them

e. purchases or sales of municipal, Government Sponsored Entities (GSE) and agency bond

f. purchases or sales of commodity futures

PART 3. STANDARDS OF BUSINESS CONDUCT

The Code sets forth standards of business conduct that we require of our Access Persons. Access Persons should maintain the highest ethical standards in carrying out Acadian's business activities. Acadian's reputation is one of our most important assets. Maintaining the trust and confidence of clients is a vital responsibility. This section sets forth Acadian's business conduct standards.

A. COMPLIANCE WITH LAWS AND REGULATIONS

Each Access Person must comply with all laws and regulations applicable to our business, including all securities laws, and all firm policies and procedures including, but not limited to, those found in this Code of Ethics, the Compliance Manual, the IT Security Policy, and the Human Resources Manual. Access Persons are not permitted to:

a. engage in any act, practice, or course of conduct that operates or would operate as a fraud, deceit, or manipulative practice upon any person;

b. make false or misleading statements, spread rumors, or fail to disclose material facts;

Updated as of January 2016 13

c. engage in any manipulative practice with respect to securities, including price or market manipulation; or

d. utilize or transmit to others "inside" information as more fully described herein.

B. CONFLICTS OF INTEREST

As a fiduciary, Acadian has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of our clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest, including those between personal and Acadian related activities, and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Client specific conflicts are reviewed and addressed directly with the individual client. We conduct an ongoing review for actual and potential conflicts that may be systemic to Acadian and our processes. We disclose these conflicts as part of our Compliance Manual, which is typically updated annually, as well as in Form ADV, Part 2A, which is updated and delivered annually to each client. Examples of certain conflicts related to the Code include:

1. CONFLICTS AMONG CLIENT INTERESTS. Conflicts of interest may arise where Acadian or our Access Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Access Persons have made material personal investments, or accounts of close friends or relatives of Access Persons, etc.). Access Persons are prohibited from engaging in inappropriate favoritism of one client over another client.

2. COMPETING WITH CLIENT TRADES. As referenced in the section on Personal Transactions, an Access Person is prohibited from engaging in any securities transactions on the day Acadian trades in the security on behalf of a client and any other transaction that would result in a material negative impact to a client.

3. DISCLOSURE OF PERSONAL INTEREST. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having first disclosed to the Compliance Group any material beneficial ownership, business or personal relationship, or other material interest in the issuer. A member of the Compliance Group will analyze the conflict and determine the appropriate course of action including potential recusal of the Access Person from the decision of the placement of the security at issue on a no-buy list.

4. REFERRALS/BROKERAGE. Access Persons are required to act in the best interests of our clients regarding execution and other costs paid by clients for brokerage services. As part of this principle, Access Persons will strictly adhere to Acadian's policies and procedures regarding brokerage allocation, best execution, soft dollars and other related policies. Access Persons should refrain from undertaking personal investment transactions with the same individual employee at a broker-dealer firm with whom Acadian conducts business for our clients.

5. VENDORS AND SUPPLIERS. Each Access Person is required to disclose any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of Acadian. Access Persons with such interests are prohibited from negotiating or making decisions regarding Acadian's business with those companies.

Updated as of January 2016 14

C. MARKET MANIPULATION

Access Persons are prohibited from making any statements or taking any action intended to manipulate the price of a security or the market for a security. Manipulative conduct includes the creation or spreading of false rumors or other information intended to influence the price of a security. Access Persons are advised to ensure any statement that they may make in a public forum is true, accurate, and not misleading. This includes any statements that you may make independent of your employment with Acadian or beyond your authority as an Acadian employee, including via any personal blogs, websites or chat rooms.

Please note that Acadian policies currently prohibit all employees from conducting Acadian related investment business via personal email or through social media (Facebook, LinkedIn, etc.) sites.

D. INSIDER TRADING

As a general rule, it is against the law to buy or sell any securities while in possession of material, non-public information relevant to that security (sometimes called "inside information"), or to communicate such information to others who trade on the basis of such information (commonly known as "tipping"). Information is "material" as to a security if a reasonable investor would consider the information significant in deciding whether to buy, hold or sell the security, i.e., any information that might affect the price of the security. Material information can be positive or negative and can relate to virtually any aspect of the Company's business.

Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material non-public information and from communicating material non-public information to others in violation of the law. This specifically includes personally trading or informing others of the securities held in a client portfolio or transactions contemplated on behalf of any client.

INSIDER TRADING - MATERIAL NON-PUBLIC INFORMATION.

The term "material non-public information" relates not only to issuers but may also include Acadian's AUM, internal information, securities recommendations and client securities holdings and transactions. Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a company's securities. Examples of events or developments that should be presumed to be "material" with respect to Acadian's activities and not to be discussed outside Acadian would be:

o knowledge of a trend in revenues, earnings, or assets under management not yet fully disclosed to the public (Acadian AUM must not be released to the public until SEVEN BUSINESS DAYS after each month end);

o acquisition, material loss, or regulatory action;

o material change in the number of clients;

o significant legal exposure due to actual, pending or threatened litigation;

o a purchase or sale of substantial assets;

o changes in senior management or other major personnel changes; and

o changes in our auditors or a notification from its auditors that we may no longer rely on the auditor's audit report.

These examples are illustrative only; many other types of information may be considered "material," depending on the circumstances. The materiality of particular information is subject to reassessment on a regular basis. Information is "non-public" as to a security until it has been effectively communicated to the marketplace through a press release or other appropriate news media and enough time has elapsed to permit the investment market to absorb and evaluate the

Updated as of January 2016 15

information. In many cases, this process may require the passage of several trading days after any initial disclosure. If there can be any doubt whatsoever as to whether information has been effectively communicated to the marketplace, such information should be considered non-public until such time as there is no doubt. You should direct any questions about whether information is material to the Compliance Group.

INSIDER TRADING - PENALTIES

Both the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange ("NYSE") are very effective at detecting and pursuing insider trading cases and they have aggressively prosecuted insider traders and tippers. Any person who engages in insider trading or tipping can face a substantial jail term (up to 20 years), civil penalties of up to three times the profit gained (or loss avoided) by that person and/or his or her "tippee," and criminal fines of up to $5,000,000. In addition, if it is found that the Company failed to take appropriate steps to prevent insider trading, the Company may be subject to significant criminal fines and civil penalties of up to $1,000,000 or, if greater, three times the profit gained (or loss avoided) as a result of the insider trading.

You may also be sued by those seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, Acadian views seriously any violation of our insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal and reporting to legal and regulatory authorities.

BEFORE EXECUTING ANY TRADE FOR YOURSELF OR OTHERS, INCLUDING CLIENTS, AN ACCESS PERSON MUST DETERMINE WHETHER HE OR SHE HAS ACCESS TO MATERIAL NON-PUBLIC INFORMATION.

If you think that you might have access to material non-public information, you should take the following steps:

1. report the information and proposed trade immediately to the Chief Compliance Officer.

2. do not purchase or sell the securities on behalf of yourself or others, including clients.

3. do not communicate the information inside or outside Acadian, other than to the Chief Compliance Officer or his designee.

E. GIFTS AND ENTERTAINMENT

1. GENERAL STATEMENT

A conflict of interest occurs when the personal interests of Access Persons interfere or could potentially interfere with their responsibilities to Acadian and our clients. Access Persons may 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. Access Persons are expressly prohibited from letting gifts, gratuities or entertainment influence their selection of any broker, dealer or vendor for Acadian business. Similarly, Access Persons may 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 Acadian or the Access Person.

2. GIFTS

a. RECEIPT - No Access Person may receive gifts totaling more than de minimis value ($100 per calendar year) from any PERSON OR ENTITY that does business with or on behalf of Acadian. For example, regardless of the number of employees at XYZ

Updated as of January 2016 16

broker who provide a gift, the aggregate value of the gifts that can be accepted by an employee from all individuals associated with XYZ broker is $100.

Access Persons are expressly prohibited from soliciting any gift.

b. OFFER -- No Access Person may give or offer any gift of more than de minimis value ($100 per year) to existing clients or prospective clients. Access Persons may not give gifts if the intent is to retain or gain business. In certain countries in which we may conduct business, the offer of a gift may be a cultural norm. In such cases, it may be permissible to exceed the de minimis value provided the gift is reasonable in value and has been approved by a Senior Manager.

GIFTS TO ERISA, TAFT-HARTLEY, AND PUBLIC PLAN CLIENTS AND
PROSPECTS

Regulations relating to the investment management of ERISA, state or municipal pension funds, and Taft-Hartley clients often severely restrict or prohibit the offer of gifts of any value to their representatives. The Compliance Group should be consulted prior to providing any type of gift of any value to such clients or prospects as restrictions vary and many require detailed reporting be provided of such activity both by Acadian as provider and by the recipient. It is also advisable as a best practice to consult with the intended recipient before making such an offer.

3. CASH - No Access Person may give or accept cash gifts or cash equivalents to or from a client or prospective client or any other entity that conducts investment related business with or on behalf of Acadian.

4. ENTERTAINMENT - No Access Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do investment related business with or on behalf of Acadian. Access Persons may provide or accept an occasional business entertainment event, at a venue where business is typically discussed, such as dinner or a sporting event, of reasonable value, provided that the person or a representative of the entity providing the entertainment is present.

Written pre-approval from an Access Person's supervisor is required prior to accepting any entertainment if the anticipated value of the entertainment offered to the Access Person is reasonably expected to exceed $500.

Access Persons are expressly prohibited from soliciting any entertainment.

ENTERTAINMENT TO ERISA, TAFT-HARTLEY AND PUBLIC PLAN CLIENTS AND
PROSPECTS

Regulations relating to the investment management of ERISA, state or municipal pension funds, and Taft-Hartley clients often severely restrict or prohibit the offer of entertainment of any value (Including coffee, meals, drinks etc.) to their representatives. The Compliance Group should be consulted prior to providing any type of entertainment of any value to such clients or prospects as restrictions vary and many require detailed reporting be provided of such activity both by Acadian as provider and by the recipient. It is also advisable as a best practice to consult with the intended recipient before making such an offer.

5. DETAILED EXPENSE REPORTS REQUIRED FOR GIFTS AND ENTERTAINMENT

For all gifts and entertainment purchased for or provided to a client or prospect, make certain that the expense report submitted for reimbursement clearly discloses what was provided, the names of each individual recipient, and the organization that each recipient represented. Appropriate supporting receipts

Updated as of January 2016 17

must be provided. Certain ERISA, public plan clients, and Taft-Hartley plan clients require that we provide detailed gift and entertainment reports related to their representatives.

6. CONFERENCES -- Employee attendance at all third-party sponsored industry conferences is subject to supervisor approval. If the conference involves potential clients, prospects, or consultants, and Acadian's attendance at the conference will be paid for by the host or a third party (including conference fee, travel and lodging as examples), this should be disclosed prior to attendance to the Compliance Group. The Compliance Group will review, among other factors, the purpose of the conference, the conference agenda, and the proposed costs that will be paid or reimbursed by the third party. With the exception of the need to obtain prior supervisor approval, the above guidance does not apply to Old Mutual sponsored and hosted conferences.

It is against Acadian policy to sponsor or pay to attend any conference where our payment is a primary consideration of whether we will be awarded business from any client or prospective client who may be in attendance.

7. QUARTERLY REPORTING -- Acadian will require all Access Persons to report any gifts or entertainment received on a quarterly basis. Gifts and entertainment provided will be monitored through the periodic review of expense reports.

F. POLITICAL CONTRIBUTIONS AND COMPLIANCE WITH THE PAY-TO-PLAY RULE REQUIREMENTS

Acadian as a firm is prohibited from making political contributions. Political contributions requested by a client or prospect will be prohibited as these may be deemed as an attempt to retain or win business.

Rule 206(4)-5 (the "Rule") under the Advisers Act seeks to curtail "pay to play" practices by investment advisers that provide advisory services to a state or local government entity or to an investment pool in which a state or local governmental entity invests.

There are three key elements of the Rule:

(i) a two-year "time-out" from receiving compensation for providing advisory services to certain government entities after certain political contributions are made,

(ii) a prohibition on soliciting contributions and payments, and

(iii) a prohibition from paying third parties for soliciting government clients.

For purposes of the Code and the Rule, an "OFFICIAL" is any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate or successful candidate for elective office of a government entity, if the office: (i) is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity, or (ii) has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity.

A "GOVERNMENT ENTITY" includes all state and local governments, their agents, and instrumentalities, as well as all public pension plans and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans. These entities are typically pension plans that are separate legal entities from state and local governments, but have elected officials as board members.

Updated as of January 2016 18

To ensure Acadian complies with the Rule, all Acadian Access Persons will be required to adhere to the following procedures:

1. Submit a written pre-approval form to the Compliance Group and receive compliance approval prior to making any political contribution to an "official" (includes incumbents, candidates, and committees as defined above) of a "government entity", regardless of contribution amount.

2. Submit quarter--end and year-end reports of all political contributions made to any official of a government entity.

3. A prohibition from directly or indirectly soliciting political contributions on behalf of any official of a government entity if such individual can directly or indirectly influence the investment advisory business or from soliciting payments to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity. Pursuant to this provision, Access Persons are prohibited from:

o indirectly making political contributions to politicians through, for example, spouses, lawyers or affiliated companies;

o "bundling" a large number of small employee contributions to influence an election in the state or locality in which the Investment Adviser is seeking business;

o soliciting contributions from professional service providers;

o consenting to the use of Acadian's name on fundraising literature for a candidate; and

o sponsoring a meeting or conference which features an official as an attendee or guest speaker and which involves fundraising for the official (and, in this case, expenses incurred by the Access Person for hosting the event (such as the cost of the facility or refreshments, or reimbursement of any of the official's expenses for the event) would be a contribution by the Investment Adviser, thereby triggering the two-year "time-out" provisions of the Rule).

4. A prohibition on paying any non-regulated third party for soliciting advisory business from U. S. based government clients on our behalf.

Failure of each Access Person to adhere to the requirements of the Rule could result in Acadian being prohibited from receiving compensation from a government entity for a period of two-years from the date of the contribution.

ANTI-BRIBERY AND CORRUPTION POLICY AND RISKS RELATED TO EMPLOYEE ACTS INCLUDING POLITICAL CONTRIBUTIONS AND GIFTS/ENTERTAINMENT

The U.S. Foreign Corrupt Practices Act (the "FCPA") prohibits corrupt payments to foreign officials for the purpose of obtaining or keeping business. The person making or authorizing the payment must have a corrupt intent, and the payment must be intended to induce the recipient to misuse his official position to direct business wrongfully to the payer or to any other person. You should note that the FCPA does not require that a corrupt act succeed in its purpose. The offer or promise of a corrupt payment can constitute a violation of the statute. The FCPA prohibits any corrupt payment intended to influence any act or decision of a foreign official in his or her official capacity, to induce the official to do or omit to do any act in violation of his or her lawful duty, to obtain any improper advantage, or to induce a foreign official to use his or her influence improperly to affect or influence any act or decision. The FCPA prohibits paying, offering, promising to pay (or authorizing to pay or offer) money or anything of value. The prohibition extends only to corrupt payments to a foreign official, a foreign political party or

Updated as of January 2016 19

party official, or any candidate for foreign political office. A "foreign official" means any officer or employee of a foreign government, a public international organization, or any department or agency thereof, or any person acting in an official capacity.

Obligations imposed on Acadian employees go further than compliance with the FCPA. Bribery and corrupt business practices create unfair markets, erode public trust and stifle long-term economic development and are contrary to Acadian's values. Bribery or corruption in any manner or for any purpose or benefit will not be tolerated and any such action by an employee or the firm is strictly prohibited. Acadian employees must be committed to ethical and legal business conduct and must:

o Act legally and with integrity at all times to safeguard its staff members, resources, tangible and intangible assets, and our reputation;

o Create and maintain a trust-based and inclusive internal culture in which bribery and corruption are not tolerated;

o Conduct all business relationships in an ethical and lawful manner; and

o Cooperate fully with law enforcement and regulators locally within the bounds of local legislation.

Employees who deliberately breach the policy will be subject to disciplinary action, potentially leading to dismissal.

All Acadian employees are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. All employees must closely adhere to the gift and entertainment and the political contributions policies and procedures described herein. Any suspicions of bribery or corruption should be reported in accordance with the Whistleblowing policy set out in this Code. Acadian and all Acadian employees are expected to cooperate fully with any law enforcement or regulatory inquiry into any bribery or corruption allegation.

G. CHARITABLE CONTRIBUTIONS

Although Acadian encourages our Access Persons to be charitable, no donations should be made or should appear to have been made for the purpose of obtaining or retaining client business. No donations should be made in the name of any client if such a donation would result in a violation of the client's ethical requirements. This is typically the case with state and municipal clients.

Any request from a client or prospect for a charitable donation should be brought to the attention of a Compliance Officer. Any charitable donation made in response to a client or prospect request should be nominal as not to appear to have been made to obtain or retain the business and should be done in accordance with Acadian's charitable giving policies.

H. CONFIDENTIALITY

Access Persons have the highest fiduciary obligation to protect and keep confidential at all times sensitive non-public information related to our clients, prospects, Access Persons, and the firm. Please also refer to your obligations to protect information from disclosure under Insider Trading and Regulation FD sections of this Code. This information may include, but is not limited to, the following:

a. any prospect or client's identity (unless the client consents), any information regarding a client's financial circumstances, business practices, or advice furnished to a client by Acadian;

Updated as of January 2016 20

b. information on specific client accounts, including recent or impending securities transactions by clients and activities of the portfolio managers for client accounts;

c. specific information on Acadian's investments for clients (including former clients) and prospective clients and account transactions and holdings;

d. information on other Access Persons, including their social security numbers, financial account information and account numbers, compensation, benefits, position level and performance rating; and

e. information on Acadian's assets under management, business activities, including new services, products, research, technologies, investment process, and business initiatives, unless disclosure has been authorized by Acadian.

Access Persons should not access information on any client, prospect, or employee that is not required to perform their specific job functions. Access Persons should not discuss or release any non-public information that they may be authorized to access and view to any internal party or external party unless that party has a compelling business need to receive the information.

Access Persons should be sensitive to the problem of inadvertent or accidental disclosure, through careless conversation in a public place or the failure to safeguard papers and documents. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate. Any confidential information that must be transmitted over email or via the internet should also be protected in accordance with Acadian's IT Security Policy.

I. SERVICE ON A BOARD OF DIRECTORS

Prior to accepting a position as an officer, director, trustee, partner, or Controlling person in any other company or business venture not related to Acadian, or as a member of an investment organization (e.g., an investment club), Access Persons must disclose the position to the Compliance Group.

While the disclosure of Board membership or service on a charitable/non-profit organization is generally not required, disclosure and pre-approval would be required if your service involved participation on the finance, treasury, or investment committees or their functional roles or equivalents. Acadian may place specific restrictions on such service.

Each Board position should also be disclosed to the Compliance Group at least annually. Notice of such positions may be given to a compliance officer of any Fund advised or sub-advised by the Company.

As a firm policy, Acadian will restrict from our potential investment universe, and will not invest in or recommend client investment in, any publicly traded company for which an Acadian employee serves as a Board member.

J. PARTNERSHIPS

Any non-Acadian related non-investment partnership or similar arrangement, either participated in or formulated by an Access Person, should be disclosed to the Compliance Group prior to formation, or if already in existence at the time of employment, as part of New Hire reporting. Any such partnership interest should also be disclosed to the Compliance Group at least annually. Investment partnerships such as participating as a passive "partner" in a hedge fund would require pre-clearance and reporting on holdings reports.

Updated as of January 2016 21

K. OTHER OUTSIDE ACTIVITIES

Access Persons may not engage in outside business interests or employment that could in any way materially conflict with the proper performance of their duties as Access Persons of Acadian. All Access Persons should inform their Department Supervisor and Human Resources prior to accepting any employment outside of Acadian if it had the potential of impacting or conflicting with their responsibilities to Acadian. Supervisors will involve the Compliance Group as needed.

L. MARKETING AND PROMOTIONAL ACTIVITIES

Acadian has instituted policies and procedures relating to our creation and distribution of marketing, performance, advertising, and promotional materials to ensure compliance with relevant securities laws and GIPs. All oral and written statements made by Access Persons to the public, regardless of format or audience, must be professional, accurate, balanced and not misleading in any way.

M. AFFILIATED BROKER-DEALERS

Acadian has affiliated broker-dealers through the common ownership of our parent company and as a result of certain employees holding securities licenses. Acadian will not utilize the services of any of these firms to trade for the accounts of any firm client. Acadian will also abide by any restrictions imposed by a client regarding the use of any specific broker-dealer including those that may be an affiliate of a client.

PART 4. COMPLIANCE PROCEDURES

Access Persons are expected to respond truthfully and accurately to all requests for information. With general exceptions as outlined below, any reports, statements or confirmations described herein, submitted through the SCT system, or created under this Code will be treated as confidential to the extent possible.

Access Persons should be aware that copies of such reports, statements or confirmations, or summaries of each, may be provided to their supervisors, to senior management, to Old Mutual's compliance, internal audit, legal or risk management teams, to compliance personnel and the Board of Directors of any registered investment company client, to outside counsel, and/or to regulatory authorities upon appropriate request. To the extent possible, efforts will be made to preserve the confidentiality of any personal information contained on any such report prior to providing is to the requesting party.

A. REPORTING OF ACCESS PERSON INVESTMENT ACCOUNTS

All Access Persons are required to notify the Compliance Group in writing of any investment account in which he or she has direct or indirect beneficial interest in which a security can be purchased.

B. DUPLICATE STATEMENTS

Acadian's Compliance Group, in its discretion, will determine if the receipt of duplicate investment account statements for any Access Person's investment account will further enhance the Compliance Group's ability to oversee and enforce the Code.

Updated as of January 2016 22

The purpose of receiving "duplicates" is to independently confirm Code compliance, especially as it relates to compliance with pre-clearance of trades, the blackout period, and reporting.

Duplicate investment account statements will typically be requested directly from the broker or adviser for any Access Person investment accounts where the Access Person exercises investment discretion over the account and has the ability to trade in covered securities including individual stocks, Acadian or affiliated managed funds, or other types of covered securities that may conflict with the type of investments Acadian makes for our clients.

Despite making such a request of a broker or adviser, we cannot guarantee a response. In such instances, the Compliance Group will make a determination if an alternative source of receiving statements should be pursued, including requesting statements directly from the Access Person.

Duplicate investment account statements are typically not requested or received for the following types of accounts:

o accounts in which individual stocks, bonds, Depositary Receipts, ETFs, and Acadian advised or sub-advised mutual funds cannot be purchased or sold;

o accounts where the Access Person has no direct or indirect influence or control over transactions in the account; and

o Acadian's 401K and deferred compensation plan accounts.

C. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

All Access Persons must strictly comply with Acadian's policies and procedures regarding personal securities transactions in covered securities including requesting pre-clearance before trading in a covered security.

PRE-CLEARANCE APPROVAL IS TYPICALLY ONLY EFFECTIVE ON THE DAY GRANTED.

Pre-clearance requests, once granted, are only effective until the close of the market on which the "cleared" security trades. If the trade is not executed before market close on the day the pre-clearance was requested and granted, then the request would need to be re-submitted the following day. For example, pre-clearance requests granted on Monday in the U.S. for a security trading in the U.S. are effective until the close of U.S. markets that Monday.

One exception relates to the pre-clearance of a security trading on a foreign exchange. A request to trade a security trading on a foreign exchange made after close of the exchange but prior to the reopen of the exchange for the next trading day would be approved until the close of that foreign exchange on the next trading day.

No one, including the Chief Compliance Officer, is authorized to approve his or her own trades.

D. PRE-APPROVAL OF POLITICAL CONTRIBUTIONS

Each Acadian employee or consultant who is an Access Person must submit a pre-approval request to a member of the Compliance Group and receive compliance approval prior to making any political contribution to any "official" of a "government entity" regardless of contribution amount. Please refer to the Political Contributions section of the Code s for the definition of official, government entity, and additional details.

Updated as of January 2016 23

E. QUARTERLY REPORTING

1. TRANSACTIONS

Within one month of each quarter end (i.e. end of April, July, October, and January) all Access Persons must submit a quarterly report to the Compliance Group to report either no reportable trading activity or all transactions involving covered securities in which they have direct or indirect Beneficial Ownership and the account in which the security was purchased or sold.

2. GIFTS AND ENTERTAINMENT

Each Access Person must submit a report within one month of each quarter end (end of April , July, October, and January) to report any gifts or entertainment received from any person or organization doing or seeking to do business with Acadian. Supervisor approval is required on any form where there is something to report. A report is required even if there is nothing to report but supervisor approval on such report is not required.

3. PRIVATE INVESTMENTS

Within one month of each quarter end (end of April, July, October, and January) all Access Persons must submit a report to certify that they either have no private investments to report or attest to all pre-existing private investments including any that were acquired within the previous quarter.

4. POLITICAL CONTRIBUTIONS

Each Access Person must submit a report within one month of each quarter end (end of April , July, October, and January) to report any political contributions made to any official of a government entity as defined in the Code. A signed report is required even if there is nothing to report.

F. ANNUAL REPORTING

By January 31 of each year, each Access Person must complete and submit a listing as of December 31 of the prior year of:

(1) each investment account in which they have a direct or indirect interest in which a security can be purchased;

(2) their investment holdings in covered securities (including a separate report for "private investments") including security name, share amount, price per share and principal amount;

(3) a listing of all non-Acadian and non-investment related directorships or partnerships in which they are involved; and

(4) a list of all political contributions made including candidate name, elected office, amount, and date.

(5) Any other reports requested by the Compliance Group specific to the Access Person.

Your year-end investment holdings report must contain ALL holdings in covered securities in ANY COVERED ACCOUNTS including those positions held in Acadian's 401K plan, and deferred compensation plan.

On an annual basis, each Access Person will also be required to provide certification of their receipt of the Code of Ethics and an acknowledgement of their obligation to comply with its requirements.

Updated as of January 2016 24

G. NEW HIRE REPORTING

New Access Persons are required to file the following attestations within TEN
(10) BUSINESS DAYS of their hire date:

     a.   Initial Affirmation acknowledging receipt of and compliance with the
          Code.

b. Initial Report of Reportable Investment Accounts.

c. Initial Report of Securities Holdings.

d. Access Person Partnership Involvement Relationship Report.

e. Access Person Report of Director/Relationship Involvement.

f. Access Person Report of Political Contributions for prior two years from hire date.

H. REVIEW AND ENFORCEMENT OF PERSONAL TRANSACTION COMPLIANCE AND GENERAL CODE COMPLIANCE

The Compliance Group will periodically review personal securities transactions reports and other reports submitted by Access Persons. The review may include, but not limited to, the following:

a. An assessment of whether the Access Person followed the Code and any required internal procedures, such as pre-clearance, including the comparison of "Pre- clearance" submissions to any account statements that may have been received from brokers, advisers or other sources;

b. Comparison of personal trading to any blackout period;

c. An assessment of whether the Access Person and Acadian are trading in the same securities and, if so, whether clients are receiving terms as favorable as the Access Person;

d. Periodically analyzing the Access Person's trading for patterns that may indicate potential compliance issues including front running, excessive or short term trading or market timing; and

e. Any pattern of trading or activity raising the appearance that the Access Person may be taking advantage of their position at Acadian.

Before any determination is made that a code violation has been committed by an Access Person, the Access Person will have the opportunity to supply additional explanatory material. If the Chief Compliance Officer initially determines that a material violation has occurred, he will prepare a written summary of the occurrence, together with all supporting information/documentation including any explanatory material provided by the Access Person, and present the situation to Acadian's Compliance and Risk Committee, and, if the CCO and Committee deem it necessary, to the Acadian Executive Committee or Board of Managers. Depending on the incident, Old Mutual's Legal and Compliance groups may become involved as well as outside counsel for evaluation and recommendation for resolution.

Acadian's CCO reports all Code violations and their resolution, regardless of materiality, to Acadian's Compliance and Risk Committee at least quarterly. Further, if the CCO and the Committee deem it necessary, a Code violation may also be reported to the Acadian Executive Committee, the Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

I. CERTIFICATION OF COMPLIANCE

1. INITIAL CERTIFICATION. Compliance with the Code is a condition of hire and ongoing employment at Acadian. Each Access Person is provided with a copy of the Code when hired and receives training on the Code from a Compliance Officer. Acadian requires all Access Persons to certifythat they have: (a)

Updated as of January 2016 25

received a copy of the Code; (b) read and understand all provisions of the Code; and (c) agreed to comply with the terms of the Code.

2. ACKNOWLEDGEMENT OF AMENDMENTS. Acadian will provide Access Persons with any material amendments to our Code and Access Persons will submit an acknowledgement that they have received, read, and understood the amendments to the Code. Acadian and members of our compliance staff will make every attempt to bring important changes to the attention of Access Persons.

3. ANNUAL CERTIFICATION. All Access Persons and supervised persons are required annually to certify that they have received, read, understood, and complied with the Code.

PART 5. ACCESS PERSON DISCLOSURES AND REPORTING OBLIGATIONS

Acadian has certain disclosure obligations to our clients and regulators. Each Access Person has an immediate and ongoing obligation to notify a Compliance Officer if any of the responses to the questions listed below are "yes" or become "yes" at anytime.

(1) In the past ten years, have you:

(a) been convicted of or plead guilty to nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?

(b) been charged with any felony?

(2) In the past ten years, have you:

(a) been convicted of or plead guilty or nolo contendere ("no contest") in a domestic, foreign or military court to a misdemeanor involving:
investments or an investment related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

(b) been charged with a misdemeanor listed in 2(a)?

3. Has the SEC or the Commodity Futures trading Association (CFTC) ever:

(a) found you to have made a false statement or omission?

(b) found you to have been involved in a violation of SEC or CFTC regulations or statutes?

(c) found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) entered an order against you in connection with investment related activity?

(e) imposed a civil money penalty on you or ordered you to cease and desist from any activity?

4. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:

Updated as of January 2016 26

(a) ever found you to have made a false statement or omission, or been dishonest, unfair, or unethical?

(b) ever found you to have been involved in a violation of investment related regulations or statutes?

(c) ever found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) in the past ten years, entered an order against you in connection with an investment related activity?

(e) ever denied, suspended, revoked or otherwise prevented you from associating with an investment related business?

5. Has any self-regulatory organization or commodities exchange ever:

(a) found you to have made a false statement or omission?

(b) found you to have been involved in a violation of its rules?

(c) found you to have been the cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) disciplined you by barring or suspending you from association with other advisers or otherwise restricting your activities?

6. Has the authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?

7. Are you the subject of any regulatory proceeding?

8. Has any domestic or foreign court:

(a) in the past ten years, enjoined you in connection with any investment related activity?

(b) ever found that you were involved in a violation of investment related statutes or regulations?

(c) ever dismissed, pursuant to a settlement agreement, an investment related civil action brought against you by a state or foreign financial regulatory authority?

9. Are you now the subject of any civil proceeding that could result in a "yes" answer to item 8 above?

PART 6. RECORD KEEPING

Acadian will maintain the following records pertaining to the Code in a readily accessible place:

o A copy of each Code that has been in effect at any time during the past five years;

o A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

Updated as of January 2016 27

o A record of all acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an Access Person (these records must be kept for five years after the individual ceases to be an Access Person of Acadian);

o Holdings and transactions reports made pursuant to the Code;

o A list of the names of persons who are currently, or within the past five years were, Access Persons;

o A record of any decision and supporting reasons for approving the acquisition of covered securities by Access Persons including IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted;

o A record of persons responsible for reviewing Access Persons' reports currently or during the last five years; and

o A copy of reports provided to the Board of Directors of any U. S. registered management investment company for which Acadian acts as adviser or sub-adviser regarding the Code.

PART 7. FORM ADV DISCLOSURE

Acadian will include on Schedule F of Form ADV, Part 2A a description of Acadian's Code and a description of conflicts identified with our investment process and operations. We will deliver a copy of Form ADV, Part 2A to each client annually and will provide a copy of our Code to any client or prospective client upon request.

PART 8. ADMINISTRATION AND ENFORCEMENT OF THE CODE

RESPONSIBILITY TO KNOW THE RULES

Access Persons are responsible for their actions under the law and are therefore required to be sufficiently familiar with applicable federal and state securities laws and regulations to avoid violating them. Claimed ignorance of any rule or regulation or of any requirement under this Code or any other Acadian policy or procedure is not a defense for employee misconduct.

A. EXCESSIVE OR INAPPROPRIATE TRADING

Acadian understands that it is appropriate for Access Persons to participate in the public securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that limits potential conflicts with the interests of any client account. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades, or other measures as deemed appropriate by the Compliance Group), may compromise the best interests of any client if such excessive trading is conducted during the workday or using Acadian resources. Accordingly, if personal trading rises to such dimension as to create an environment that is not consistent with the Code, such personal transactions may be brought to the attention of the Access Person's supervisor and may not be approved or may be limited by the Compliance Group.

Updated as of January 2016 28

B. TRAINING AND EDUCATION

NEW HIRES

Employment at Acadian is contingent upon compliance with the Code. Each new hire receives a copy of the Code and must complete an affirmation of receipt and understanding. A member of the Compliance Group will meet with each new hire within their first week of employment to review the Code and to respond to any questions.

ANNUAL

Mandatory annual Code training is required for all Access Persons. This training will be developed and led if in person by members of the Compliance Group and will reinforce key sections of the Code as well as any other hot button areas as determined by business changes or regulatory focus.

C. EXECUTIVE COMMITTEE AND COMPLIANCE AND RISK COMMITTEE APPROVAL

The Code will be submitted to Acadian's Executive Committee, as representatives of the Board of Managers, annually for approval. Any material amendments will also be sent to the Executive Committee for approval. Such approvals will also be obtained from the Compliance and Risk Committee.

D. REPORT TO THE BOARD(S) OF INVESTMENT COMPANY CLIENTS

At the frequency requested and in compliance with Rule 17j-1 of the Investment Company Act of 1940, Acadian will comply with any reporting requirements imposed by the Board of Directors of each of our U.S. registered investment company clients as well as any other reporting related to our Code requested by any client. A copy of our Code is provided to clients and prospects upon request. Reports typically provided to Fund Board's include a description of any issues arising under the Code since the last report, information about material violations of the Code, sanctions imposed in response to such violations, and any material changes made to the Code. Acadian will also provide reports when requested certifying that we have adopted procedures reasonably necessary to prevent Access Persons from violating the code.

E. REPORT TO SENIOR MANAGEMENT

The Chief Compliance Officer will provide a report on a quarterly basis to Acadian's Compliance and Risk Committee noting any violations of the Code. Any material violations will be escalated promptly.

F. REPORTING VIOLATIONS AND WHISTLEBLOWING PROTECTIONS

Acadian is committed to fostering an environment of ethical and fair business conduct that requires all employees to act honestly and with integrity at all times. Employees are required to report to the Chief Compliance Officer or a senior manager all potential instances of serious malpractice, material violations of company policies, and material violations of the Code. Employees are required to cooperate fully with any and all investigations into such matters. Failure to adhere to these policies will be considered a violation of the Code and will subject the employee to disciplinary action including the potential for termination of employment.

Good faith reports of such potentially serious or material violations may be made without fear of retribution either directly to the Chief Compliance Officer or on a confidential basis via either a written statement in a sealed envelope or in any other way the Access Person feels is necessary

Updated as of January 2016 29

to preserve his or her confidentiality. A report can also be made to the Old Mutual Fraud Hotline listed in the Fraud section below. These reports will be treated as confidential and the source of the report protected to the extent permitted by law provided that the "whistleblower" (1) genuinely believes that the knowledge or suspicions disclosed are true and relate to serious malpractice; and (2) that the communication is clear from the outset that a confidential "whistleblowing" disclosure is being made. All such reports will be investigated promptly and thoroughly and all legal requirements will be complied with.

G. FRAUD POLICY

All Acadian employees are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. The commission of a fraud of any kind is prohibited. Failure by any Acadian employee to comply with this policy could result in disciplinary action being taken against that individual.

For the purpose of the Code, fraud is defined as: "Any deliberate action or inaction involving dishonesty or deception, which may result in the diminution of client account or shareholder value, either through financial loss or reputational damage, whether or not there is personal benefit to the fraudster."

WHAT CONSTITUTES FRAUD?

The legal definition of fraud may vary depending on the legal statutes of the various jurisdictions in which Acadian operates. In some jurisdictions, no precise legal definition of fraud exists, although many of the offenses referred to as fraud may be prohibited by local statute or be deemed criminal offenses by local statute. The term is generally used to describe acts such as:
deception, bribery, forgery, extortion, corruption, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion. Some examples of fraud include, among others:

o Dishonest or fraudulent activities, such as embezzlement, deceit, collusion or conspiracy

o Bribery, corruption or abuse of office

o Theft

o Abuse or misuse of company property

o Deliberate misapplication or misappropriation of company funds or assets

o Deliberate or suspicious unacceptable loss of assets in the care of any member of OMAM

o Forgery or alteration of documents

o Making use of or knowingly possessing forged or falsified documents

o Providing false or misleading information

o Deliberate theft, sale or misuse of sensitive documentation or information

o Deliberate false creation of records within or unauthorized amendments to databases, administration systems and accounting records

o Targeted attempts to use technology/electronic communications to hack or breach security controls

o Intentional destruction (excepted as allowed per our Record Management Policy) or suspicious disappearance of records

o Concealment of material facts

o Deliberate intentional misapplication of accounting principles

o Any improper act, which may damage the reputation of OMAM or any of its members

o Any similar or related activity or irregularity

Fraud can be perpetrated internally by employees or contractors, externally by clients, intermediaries or other third parties.

Updated as of January 2016 30

Any individual who is unclear as to what may constitute an act of fraud should seek further guidance from his/her direct manager or from the Chief Compliance Officer as appropriate.

WHAT SHOULD I DO IF I SUSPECT FRAUD HAS BEEN COMMITTED?

All staff is encouraged to immediately report any fraud that is suspected or discovered. Any such activity should be reported initially to their immediate manager and/or the Chief Compliance Officer, except where either of those individuals is suspected of involvement.

Immediate managers are responsible for reporting all instances of suspected or discovered fraud to the Chief Compliance Officer who is responsible for escalating as required under relevant firm policy.

The reporting of suspected or known fraud may be made and will be investigated in accordance with the Whistleblowing policies described within the Code and, if made in good faith, will be protected from retaliation. Acadian respects the right of an individual to retain anonymity when reporting fraud using the contact information provided below:

Molly Mugler, SVP,General Counsel
617.369.7321 mmugler@oldmutualus.com

Old Mutual Fraud Hotline 855 326 9742 (in US) 0800 0285 010 (in UK)

Webform URL:
WWW.REPORTLINEWEB.COM/OLDMUTUALHOLDINGS

International Webform:
HTTPS://IWF.TNWGRC.COM/OLDMUTUALHOLDINGS

H. REGULATION FD

As an affiliate of OM Asset Management plc ("OMAM"),a publicly traded company, Acadian is committed to fair disclosure of information related to Acadian or OMAM that could influence the value of OMAM's securities and will not act to advantage any particular analyst or investor, consistent with the United States Securities and Exchange Commission's (the "SEC's") Fair Disclosure Regulation ("Regulation FD").

OMAM will continue to provide current and potential investors with information reasonably required to make an informed decision on whether to invest in OMAM's securities, as required by law or as determined appropriate by OMAM management.

Acadian prohibits employees from making any disclosure of material nonpublic information about Acadian or OMAM to anyone outside Acadian (other than for business purposes to persons who first are obliged to maintain confidentiality with respect to such information) unless OMAM discloses it to the public at the same time in a manner consistent with Regulation FD. Examples of activities subject to this policy include:

o Quarterly earnings releases and related conference calls;

o Providing guidance as to OMAM's financial performance or results;

o Contact with financial analysts covering OMAM;

o Reviewing analyst reports and similar materials;

o Referring to or distributing analyst reports regarding OMAM;

o Analyst and investor visits;

o Speeches, interviews, seminars and conferences;

Updated as of January 2016 31

o Responding to market rumors;

o Responding to media inquiries regarding financial or other material events; and

o Postings on Acadian's or OMAM's website.

DEFINITIONS OF "MATERIAL" AND "NONPUBLIC"

Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or it could reasonably be expected to have a substantial effect on the price of OMAM's securities. While it is not practical to compile an exhaustive list, information concerning any of the following items specific to Acadian or OMAM should be reviewed carefully to determine whether such information is, or is not, material:

o Earnings, including whether OMAM will or will not meet expectations;

o Changes in Acadian assets under management;

o Material change in the number of clients;

o Mergers, acquisitions, tender offers, joint ventures, or changes in assets under management;

o Acquisition or loss of an important client or contract;

o Changes in senior management;

o Changes in compensation policy;

o A change in auditors or auditor notification that Acadian or OMAM may no longer rely on an audit report;

o A change in an auditor's opinion with respect to Acadian's or OMAM's financial statements;

o The issuance by the auditors of a going concern qualification;

o Financings and other events regarding OMAM's securities (e. g. , defaults on debt securities, calls of securities for redemption, repurchase plans, stock splits, public or private sales of additional securities);

o Transactions with directors, officers or principal security holders;

o Regulatory approvals or changes in regulations and any analysis of how they affect OMAM; and o Significant litigation.

"Nonpublic" information is information that has not been previously disclosed to the general public by means of a press release, SEC filing or other media for broad public access. Disclosure to even a large group of analysts or stockholders does not constitute disclosure to the public.

I. SANCTIONS

Any violation of the Code may result in disciplinary action including, but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

The following is a non-exclusive list of factors that will be considered when determining the appropriateness of any sanction related to a Code violation:

o What requirement was violated

o Client harm

o Frequency of occurences

o Evidence of willful or reckless disregard of the Code requirement

o Your honest and timely cooperation

Updated as of January 2016 32

J. FURTHER INFORMATION ABOUT THE CODE AND SUPPLEMENTS

Access Persons are encouraged to contact any member of the Compliance Group with any questions about permissible conduct under the Code.

Old Mutual's Anti-bribery and Corruption Risk Policy, Fraud Policy, Whistleblowing Arrangements and Sanctions Compliance policy are adopted as supplements to the Code.

--------------------------------------------------------------------------------
PERSONS RESPONSIBLE FOR CODE ENFORCEMENT
--------------------------------------------------------------------------------

          CHIEF COMPLIANCE OFFICER:            SCOTT DIAS
          SENIOR COMPLIANCE OFFICER:           CYNTHIA KELLY
          COMPLIANCE OFFICER:                  ALISON PEABODY
          COMPLIANCE OFFICER:                  KRISTIN WILL
          COMPLIANCE OFFICER:                  MICHAEL KELSEY

TRAINING AND CERTIFICATION

Training on Code requirements will be provided by members of the Compliance Group. Additional training on firm policies may also be provided by members of the Human Resources Group.

Acadian's Compliance and Risk Committee, Executive Committee, and our Board of Managers are also responsible for Code implementation and enforcement.

All Access Persons will be subject to annual Code of Ethics training. A copy the Code and any amendments will be provided to all Access Persons and supervised persons annually along with a request for a written acknowledgment of receipt and compliance.

QUESTIONS AND ANSWERS

Do not hesitate to contact any member of the Compliance Group with questions by either emailing COMPLIANCE-REPORTING@ACADIAN-ASSET.COM or contacting one of the individuals below.

CKELLY@ACADIAN-ASSET.COM or x6837
APEABODY@ACADIAN-ASSET.COM or x6875
KWILL@ACADIAN-ASSET.COM or x6849
MKELSEY@ACADIAN-ASSET.COM or x3531
SDIAS@ACADIAN-ASSET.COM or x3519

APPENDICES

A. CFA Institute Asset Manager Code of Professional Conduct

Updated as of January 2016 33