INITIAL CAPITAL AGREEMENT
The Advisors' Inner Circle Fund III (the "Trust"), a Delaware statutory trust,
and Xxxxxxx X. Xxxxxx, an individual, hereby agree as of March 4, 2014, as
follows:
1. In order to provide the Trust with the initial capital required
pursuant to Section 14 of the Investment Company Act of 1940, as
amended, Xxxxxxx X. Xxxxxx is hereby purchasing from the Trust 5,000
shares of beneficial interest, no par value, of each of the
NorthPointe Small Cap Value Fund and the NorthPointe Large Cap Value
Fund, each a series of the Trust (the "Shares"), at a purchase price
of $10.00 per share, for a total purchase price of $100,000. Xxxxxxx
X. Xxxxxx hereby acknowledges the receipt of the Shares, and the Trust
hereby acknowledges receipt from Xxxxxxx X. Xxxxxx 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. Xxxxxxx X. Xxxxxx is aware that the Shares have not been registered
under the Securities Act of 1933, as amended (the "1933 Act"), on the
basis that the sale of such Shares will be exempt under Section 4(2)
of the 1933 Act as not involving any public offering. Reliance on such
exemption is predicated, in part, on Xxxxxxx X. Xxxxxx'x
representation and warranty to the Trust that the Shares are being
acquired for Xxxxxxx X. Xxxxxx'x own account for investment purposes
and not with a view to the distribution or redemption thereof, and
that Xxxxxxx X. Xxxxxx has no present intention to dispose of the
Shares. Xxxxxxx X. Xxxxxx further represents that he will not take any
action that will subject the sale of the Shares to the registration
provisions of the 1933 Act.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the 4th day of March, 2014.
Attest: Xxxxxx X. Xxxxxxxxxx THE ADVISORS' INNER CIRCLE FUND III
/s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
---------------------------- ------------------------------------
Xxxxxx X. Xxxxxxxxxx Xxxxxxx Xxxxxxx
Vice President and Secretary President
Attest: Xxxxx Xxxxxx XXXXXXX X. XXXXXX
/S/ XXXXX XXXXXX By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- ------------------------------------
Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
Chief Investment Officer Chief Executive Officer
NorthPointe Capital, LLC NorthPointe Capital, LLC
SIGNATURE PAGE -- THE ADVISORS' INNER CIRCLE FUND III INITIAL CAPITAL AGREEMENT
