INITIAL CAPITAL AGREEMENT
Gallery Trust (the "Trust"), a Delaware statutory trust, and Mondrian
Investment Partners (U.S.), Inc. (the "Purchaser"), a Delaware corporation,
hereby agree as of January 12, 2016, as follows:
1. In order to provide the Trust with the initial capital required pursuant
to Section 14 of the Investment Company Act of 1940, as amended, the
Purchaser is hereby purchasing from the Trust 10,000 shares of beneficial
interest of the Mondrian International Equity Fund, a series of the Trust
(the "Shares"), at a purchase price of $10.00 per share, for a total
purchase price of $100,000. The Purchaser hereby acknowledges the receipt
of the Shares, and the Trust hereby acknowledges receipt from the Purchaser
of funds in the amount of $100,000 for such series of the Trust in full
payment for the Shares. It is further agreed that no certificate for the
Shares will be issued by the Trust.
2. The Purchaser is aware that the Shares have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), on the basis that the
sale of such Shares will be exempt under Section 4(a)(2) of the 1933 Act as
not involving any public offering. Reliance on such exemption is
predicated, in part, on the Purchaser's representation and warranty to the
Trust that the Shares are being acquired for the Purchaser's own account
for investment purposes and not with a view to the distribution or
redemption thereof, and that the Purchaser has no present intention to
dispose of the Shares. The Purchaser further represents that it will not
take any action that will subject the sale of the Shares to the
registration provisions of the 1933 Act.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Initial Capital
Agreement to be duly executed on the date first written above.
GALLERY TRUST
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President and Secretary
MONDRIAN INVESTMENT PARTNERS (U.S.), INC.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: President
SIGNATURE PAGE -- GALLERY TRUST INITIAL CAPITAL AGREEMENT
