THE ADVISORS' INNER CIRCLE FUND

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST

The undersigned, being all of the Trustees of The Advisors' Inner Circle Fund, an open-end investment management company established under Massachusetts law as a Massachusetts voluntary association (commonly known as a business trust) under an Amended and Restated Agreement and Declaration of Trust dated February 18, 1997 (the "Declaration of Trust"), and being authorized by Article IX, Section 7 of the Declaration of Trust to effect this amendment, do hereby amend, effective upon the signing of this instrument, the Declaration of Trust as follows:

The last paragraph of Article IV, Section 3 is hereby replaced with the following:

The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investments by Trustees. Except as otherwise provided herein or from time to time in the By-Laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (if a quorum be present), within or without Massachusetts, including any meeting held by means of a conference telephone or other communications equipment by which all persons participating in the meeting can communicate with each other simultaneously and participation by such means shall constitute presence in person at a meeting, or by consent of a majority of the Trustees then in office either in writing or by electronic transmission.

This Amendment may be executed in a number of counterparts, all of which shall be deemed one and the same instrument.

IN WITNESS WHEREOF, the undersigned being all of the Trustees of the Trust have executed this Amendment as of this 15th day of May, 2012.

/s/ Robert A. Nesher                          /s/ William M. Doran
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Robert A. Nesher                              William M. Doran


/s/ James M. Storey                           /s/ Charles E. Carlbom
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James M. Storey                               Charles E. Carlbom


/s/ George J. Sullivan                        /s/ Mitchell A. Johnson
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George J. Sullivan, Jr.                       Mitchell A. Johnson


/s/ Betty L. Krikorian                        /s/ John K. Darr
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Betty L. Krikorian                            John K. Darr


/s/ Bruce Speca                               /s/ Joseph T. Grause, Jr.
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Bruce Speca                                   Joseph T. Grause, Jr.

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 11th day of May, 2012 by and between THE ADVISORS' INNER CIRCLE FUND (the "Trust"), a Massachusetts voluntary association (commonly known as a business trust) registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and Citigroup First Investment Management Americas LLC (the "Adviser"), a Delaware limited liability company with its principal place of business at 388 Greenwich Street, New York, New York 10013.

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 advice and supervision and shall furnish continuously an investment program for the Fund, consistent with the investment objectives and policies of the Fund and with the goal (the "Fund Goal") that the Fund's performance results, before fees and expenses, will approximate the performance of the Citi Market Pilot [20xx] Total Return Index (the "Index"), a new, proprietary index sponsored and maintained by Citigroup Global Markets Limited (the "Index Sponsor"), or such other benchmark as may be agreed by the Board and the Adviser. 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 and the Fund Goal, 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, provided that, (x) no change in the Fund's policies shall be effective until the Adviser has been advised on such change and has had a reasonable time to act upon it and (y) until the termination of this Agreement, the Board shall not, without the prior written consent of the Adviser, (i) make any change in the Fund Goal or (ii) exercise any right to control the overall management of the Fund in a manner that could reasonably be expected to be inconsistent with this Agreement, to increase the Adviser's obligations hereunder or to have an adverse effect on the Adviser's ability to perform its services hereunder. The Adviser shall in no event be obligated to provide any services to the Fund to the extent that such services, in the sole discretion of the Adviser, may not comply with, or could cause the Adviser or any of its affiliates to violate, any law, regulation, order or decree applicable to any of them.

(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, and any federal and state laws, rules and regulations of government authorities having jurisdiction with respect to the services to be performed by the Adviser hereunder. 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 the Adviser. In selecting the Fund's portfolio securities and performing the Adviser's obligations hereunder, the Adviser shall make reasonable efforts to cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser's full responsibility for any of the foregoing.

(c) PROXY VOTING. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time.

The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward

promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

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

The Adviser shall maintain the books and records required by Rule 31a-1(f) 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(e) under the 1940 Act (the "Fund Books and Records"). The Fund Books and Records shall be available for inspection (and making copies thereof and taking extracts therefrom) by the Board's designated representatives at any time upon reasonable notice.

(e) HOLDINGS INFORMATION AND PRICING. The Adviser 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 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. Notwithstanding the foregoing, the Trust's Administrator shall have sole responsibility for valuing the assets of the Fund and the Adviser shall have no liability for any determination of the value of the assets of the Fund, provided that nothing herein shall excuse the Adviser for liability to which it would otherwise be subject by reason of its willful misfeasance, bad faith or gross negligence.

(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, and make reasonable

efforts to 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.

(g) ACTIVITIES OF THE ADVISER. The services of the Adviser rendered to the Trust are not exclusive. The Adviser and/or its affiliates may now and in the future manage other accounts, including accounts with investment objectives overlapping with those contemplated herein ("OVERLAPPING ACCOUNTS"). The Adviser and/or its affiliates shall not be restricted from forming Overlapping Accounts, entering into other investment management or advisory relationships, exercising investment responsibility, engaging in other activities or directly or indirectly purchasing, selling, holding or otherwise dealing with any securities for the account of any such other business or for other clients, even though such activities may be in competition with the Fund and/or may involve substantial time and resources of the Investment Manager; PROVIDED that it treats the Fund fairly and allocates opportunities consistent with its fiduciary obligations to the Fund and such Overlapping Accounts. The preceding sentence shall not be interpreted to preclude the Adviser from (i) charging other fees which differ from the fees to be paid to the Adviser hereunder, (ii) investing or reinvesting other accounts in accordance with strategies that are different from the strategies used for the Fund or (iii) acquiring different Investments for Overlapping Accounts that seek to approximate the performance of the Index or a similar index strategy. The Trust acknowledges and agrees that the Adviser makes no representations, warranties or guarantees that investment results will be the same for all clients or accounts managed by the Adviser or that the investment results of the Fund will be the same as, or better than, the investment results of other accounts that are managed by the Adviser. The Trust further acknowledges and consents to the matters described in the Registration Statement under the heading "Investment Adviser - Conflicts".

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 adopted procedures reasonably designed to cause its Access Persons (as defined in the Adviser's Code of Ethics) to 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 designed 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 make reasonable efforts to notify the Trust of any material violation of the Code, whether or not such violation relates to a security held by the Fund.

3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.

(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall notify the Trust's chief compliance officer immediately upon detection of (i) any material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding the Fund's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's policies, guidelines or procedures as applicable to the Adviser's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. 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 (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 after the date hereof ("Additional Disclosure Documents"). 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 this Agreement or the 1940 Act.

(b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of all orders for the purchase and sale of securities for the Fund's account with brokers or

dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser is directed at all times to seek for the Fund the most favorable execution and net price available under the circumstances as set forth in the Fund's current Registration Statement. 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 which are 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; OTHER SERVICE PROVIDERS. Nothing in this Agreement shall permit or require the Adviser to take or receive physical possession of cash, securities or other investments of the Fund. The Adviser shall not be responsible for any act or omission of any third party including without limitation, any administrator, distributor, custodian or transfer agent for the Fund.

6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs of providing services hereunder. Other than as specifically indicated in
Section 14(b), the Adviser shall not be responsible for the Fund's expenses, including brokerage and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a) PROPERLY REGISTERED. The Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement with the possible exception of the SEC
v. Citigroup Global Markets, Inc. ("CGMI"), 11-CV7387 (in CONNECTION WITH which AN APPLICATION FOR temporary AND PERMANENT exemptive relief FROM Section 9(A) of the Investment Company Act of 1940 HAS BEEN FILED WITH THE SEC AND IS EXPECTED
TO BE GRANTED IF A FINAL JUDGMENT REQUIRING SUCH RELIEF IS ENTERED). The Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

(b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of its Form ADV Part I as most recently filed with the SEC and its current Part II and will, promptly after filing any amendment to its Form ADV with the SEC updating its Part II, furnish a copy of such amendments or updates to the Trust. The information contained in the Adviser's Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed the Registration Statement, summary prospectus, prospectus, statement of additional information filed with the Commission on [date] (the "Initial Disclosure Documents"), and will in the future review all Additional Disclosure Documents, all periodic reports to shareholders, and all advertising and sales material relating to the Fund (all such documents and material that have been reviewed and approved by the Adviser being collectively referred to as the "Supplemental Disclosure Material"). The Adviser represents and warrants that the Initial Covered Information do not contain any untrue statement of any material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading and that any Supplemental Covered Information will not contain any untrue statement of any material fact and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. As used herein, "Initial Covered Information" means information approved in writing by the Adviser expressly for use in the Initial Disclosure Documents that specifically describes the Adviser or any of its affiliates, the Index or the Adviser's investment program for the Fund; and "Supplemental Covered Information" means information approved in writing by the Adviser expressly for use in any Supplemental Disclosure Material that specifically describes the Adviser or any of its affiliates, the Index or the Adviser's investment program for the Fund.

(d) USE OF THE CITI MARKS. The Adviser or its affiliate is the owner of the names and marks "Citi Market Pilot", CITI and Arc Logo, CITI, and Citigroup (the "CITI Marks"), and the Adviser has the right to use the CITI Marks 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 CITI Marks in connection with the management, distribution and operation of the Fund. As of the date hereof, 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 CITI Marks as provided herein.

(e) INSURANCE. The Adviser maintains errors and omissions insurance coverage (which may include self-insurance) in an amount it deems appropriate and shall provide prior written notice to the Trust (i) of any failure to do so; or (ii) if any material claims is made on its insurance policies in connection with the services provided by the Adviser pursuant to this Agreement. 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 in accordance with the Goal, and that all selections shall be done in accordance with what is in the best interest of the Fund, having regard to the Goal.

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

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

8. THE CITI MARKS. Subject to the terms and conditions hereof, the Adviser hereby grants to the Trust, its relevant affiliates and service providers a perpetual (until closure of the Fund or such shorter time as provided herein), non transferable, non-assignable, non-sublicenseable license to use the name "Citi Market Pilot" (the "Name") solely as part of the name of the Fund, and the other CITI Marks solely in connection with the management, distribution and operation of the Fund. Such CITI Marks to be used (regardless of medium) in Trust/ Fund offering documents, reports, statements, materials, regulatory reports, archival records and/or other required documentation. The foregoing authorization by the Adviser to the Trust, to use the Name as part of the name of the Fund and to use the other CITI Marks is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name and the other CITI Marks; the Trust acknowledges and agrees that, as between the Trust and the Adviser,

the Adviser has the right to use, and authorize others to use, the Name and the other CITI Marks. The Trust shall (1) only use the Name and the other CITI Marks in a manner approved in advance by the Adviser; (2) use its best efforts to seek to maintain the quality of the services offered using the Name and the other CITI Marks; and (3) adhere to such other specific quality control standards as the Adviser may from time to time promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser representative samples of any materials using the Name or the other CITI Marks; (b) promptly phase out a particular use of the Name or any other CITI Mark previously approved by Adviser, and (c) change the name of the Fund and cease all use of the other CITI Marks on the date which is the earliest of (i) three months after 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, (ii) within 30 days of any termination of this Agreement pursuant to Section 12(a) or (iii) immediately upon termination of this Agreement pursuant to Section 12(b) or
12(c), so as to eliminate all reference to the Name and the other CITI Marks and will not thereafter use the Name in the name of, or any of the other CITI Marks in connection with, the Fund, or any name or mark confusingly similar thereto. The license granted by Adviser herein does not include the right to, and the Trust shall not, use or authorize the use of the Name or any other CITI Mark in any corporate name, trade name, or other entity name. The Trust shall use notices regarding the ownership and registration status of the CITI Marks in publicly distributed materials as reasonably requested by Adviser from time to time. The Trust acknowledges and agrees that the Adviser or its affiliate owns all right, title and interest in the Name and the other CITI Marks, and all use thereof hereunder shall inure to the benefit of Adviser or its applicable affiliate. Each of the Adviser and/or its Affiliates acknowledges that the Trust shall use the Name and other CITI Marks in accordance with the terms of the Agreement and that the Trust, its relevant affiliates and service providers will (as a result) also benefit from the permitted use thereof.

9. ADVISER'S COMPENSATION. The Fund shall pay to the Adviser, as compensation for the Adviser's services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Fund.

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

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

on behalf of the Fund.

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

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

12. DURATION AND TERMINATION.

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

(a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or

(b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Trust; or

(c) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust or the Adviser, at a meeting called for the purpose of voting on such approval; or
(ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and

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

In the event of termination of this Agreement for any reason, the Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as otherwise required by any fiduciary duties of the Adviser under applicable law.

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 AND THE TRUST.

(a) 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 incontravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time in accordance with Section 1(a); or (ii) the 1940 Act (the investments described in this subsection (b) collectively are referred to as "Improper Investments").

(b) 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, a "Trust 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 the representations and warranties made by the Adviser in Section 7(c) of this Agreement; or (ii) any Improper Investment; provided, however, that nothing herein shall be deemed to protect any Trust Indemnified Party who is a Trustee or officer of the Trust against, or to indemnify any such Trust Indemnified Party from, 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.

(c) To the fullest extent permitted by applicable law, none of the Adviser or its affiliates or any of its or their respective officers, directors, members, principals, shareholders, representatives, partners, managers, employees, agents or affiliates, nor any officers, directors, members, principals, shareholders, representatives, partners, managers, employees or agents of affiliates (each, an "Adviser Indemnified Party" and, together with each Trust Indemnified Party, an "Indemnified Party") shall be liable to the Trust or the Fund for any losses, claims, damages, liabilities or expenses arising from any act or omission performed or omitted by it in connection with this Agreement or the Fund's business or affairs except for any such losses, claims, damages, liabilities or expenses that result from such Adviser Indemnified Party's willful misfeasance, bad faith

or gross negligence or reckless disregard of the Adviser's obligations and duties under this Agreement. Notwithstanding the foregoing provisions of this
Section 16(a), no provision of this Agreement shall constitute a waiver or limitation of the Trust's rights under the 1940 Act.

(d) The Trust shall, to the fullest extent permitted by applicable law or regulation, indemnify and hold harmless each Indemnified Person against any losses, claims, damages, liabilities or expenses to which such Indemnified Person may become subject in connection with any matter arising out of or in connection with this Agreement or the Fund's business or affairs, except for any such loss, claim, damage, liability or expense that result from such Indemnified Person's willful misfeasance, bad faith or gross negligence or reckless disregard of the Adviser's obligations and duties under this Agreement or from any matter as to which any Trust Indemnified Party is entitled to indemnification under Section 12(b).

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 of any anticipated 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 Commonwealth of Massachusetts and the Adviser consents to the jurisdiction of courts, both state or federal, in Massachusetts, with respect to any dispute under this Agreement.

19. PARAGRAPH HEADINGS; SURVIVAL. 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. Sections 8,9 and 14 will survive the termination of this Agreement.

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, on behalf of the Fund(s) listed on Schedule A

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

Citigroup First Investment Management Americas LLC

By: /s/ Patricia L. Hogan
-------------------------
Name: Patricia L. Hogan
Title: President

FUND                                                                     RATE
Citi Market Pilot 2020 Fund .............................................0.85%
Citi Market Pilot 2030 Fund .............................................0.85%
Citi Market Pilot 2040 Fund .............................................0.85%

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of May 11, 2012 by and between Citigroup First Investment Management Americas LLC. (the "Adviser") and The Advisors' Inner Circle Fund (the "Trust") (the "Agreement"), on behalf of the series of the Trust set forth in Schedule A attached hereto (the "Fund").

WHEREAS, the Trust is a Massachusetts voluntary association (commonly known as a business trust) organized under an Agreement and Declaration of Trust, dated July 24, 1992, as amended and restated as of February 18, 2004 (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 Fund is a series of the Trust;

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated May 11, 2012 (the "Advisory Agreement"), pursuant to which the Adviser provides investment advisory services to the Fund for compensation based on the value of the average daily net assets of the Fund;

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

NOW THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of every character incurred by the Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding 12b-1 fees, shareholder servicing fees, 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 extraordinary expenses not incurred in the ordinary course of such Fund's business) and expenses of the Fund 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, e.g., 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 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.

(iii) by either party effective upon the effective date of the termination of the Advisory Agreement for any reason.

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. 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 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 Declaration 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 Declaration of Trust describes in detail the respective responsibilities and limitations on liability of the Trustees, officers, and holders of shares of beneficial interest.

4.3. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

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

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

4.6 AMENDMENT. 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.

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,
on behalf of each series of the Trust set forth in Schedule A

Citigroup First Investment Management Americas LLC

/s/  Patricia  L.  Hogan
------------------------
Patricia  L.  Hogan
Principal

--------------------------------------------------------------------------------------------------------------------
NAME OF FUND                              SHARE CLASS                  MAXIMUM ANNUAL
                                                                OPERATING EXPENSE LIMIT        INITIAL TERM END DATE
--------------------------------------------------------------------------------------------------------------------
                                             I Shares                      0.95%
Citi Market Pilot 2020 Fund                  A Shares                      0.95%
--------------------------------------------------------------------------------------------------------------------
                                             I Shares                      0.95%
Citi Market Pilot 2030 Fund                  A Shares                      0.95%
--------------------------------------------------------------------------------------------------------------------
                                             I Shares                      0.95%
Citi Market Pilot 2040 Fund                  A Shares                      0.95%
--------------------------------------------------------------------------------------------------------------------

AGENCY AGREEMENT

THIS AGREEMENT made as of the 1st day of April, 2006, by and between the ADVISORS' INNER CIRCLE FUND, a business trust existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Trust") on behalf of each separate series of the Trust (each a "Fund") and each separate series of certain Funds (each a "Portfolio"), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"):

WITNESSETH:

WHEREAS, the Trust desires to appoint DST as Transfer Agent and Dividend Disbursing Agent, and DST desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the

parties hereto agree as follows:

In connection with the appointment of DST as Transfer Agent and Dividend Disbursing Agent for the Trust, there will be filed with DST the following documents:

A. A certified copy of the resolutions of the Board of Trustees of the Trust appointing DST as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to give written instructions and requests on behalf of the Trust;

B. A certified copy of the Declaration of Trust and all amendments thereto;

C. A certified copy of the Bylaws of the Trust;

D. Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission.

E. Specimens of the signatures of the officers of the Trust authorized to sign written instructions and requests;

F. An opinion of counsel for the Trust with respect to:

(1) The Trust's organization and existence under the laws of its state of organization,

(2) The status of all units of beneficial interest of the Trust ("Shares") covered by the appointment under the Securities Act of 1933, as amended, and any other applicable federal or state statute, and

(3) That all issued Shares are, and all unissued Shares will be, when issued, validly issued, fully paid and nonassessable.

DST represents and warrants to the Trust that:

A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.

B. It is duly qualified to carry on its business in the State of Missouri.

C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement.

D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934 (the "1934 Act").

E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

G. It is in compliance with Securities and Exchange Commission ("SEC") regulations and is not subject to restrictions under Rule 17Ad-3, as amended, adopted under the 1934 Act.

H. Copies of DST's Rule 17Ad-13 reports will be provided to the Trust annually as and to the extent required under Rule 17Ad-13 under the 1934 Act.

I. Its fidelity bonding and minimum capital meet the transfer agency requirements of the New York Stock Exchange.

The Trust represents and warrants to DST that:

A. It is a business trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts.

B. It is an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended.

C. A registration statement under the Securities Act of 1933 has been filed and will be effective with respect to all Shares of the Trust being offered for sale.

D. All requisite steps have been and will continue to be taken to register the Trust's Shares for sale in all applicable states and such registration will be effective at all times Shares are offered for sale in such state.

E. The Trust is empowered under applicable laws and by its charter and Bylaws to enter into and perform this Agreement.

A. Subject to the conditions set forth in this Agreement, the Trust hereby appoints DST as Transfer Agent and Dividend Disbursing Agent.

B. DST hereby accepts such appointment and agrees that it will act as the Trust's Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with each Fund's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.

C. The Trust agrees to use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its shareholder account records.

D. DST, utilizing TA2000 , DST's computerized data processing system for securityholder accounting (the "TA2000 System"), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates; (ii) maintaining on the TA2000 System shareholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of Shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation ("NSCC") on behalf of NSCC's participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) issuing instructions to the Funds' banks for the settlement of transactions between the Funds and NSCC

(acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund's records on TA2000 in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; (vi) maintaining shareholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) preparing shareholder meeting lists for use in connection with special meetings and certifying a copy of such list, the first such list to be at no additional charge, anyone thereafter to be charged for; (ix) mailing shareholder reports and prospectuses; (x) withholding, as required by federal law, taxes on shareholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (xi) disbursing income dividends and capital gains distributions to shareholders and recording reinvestment of dividends and distributions in Shares of a Fund; (xii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of Shares of a Fund and other confirmable transactions in shareholders' accounts and recording reinvestment of dividend and distributions in Shares of the Funds; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by a Fund or its management company; (xiv) maintaining those records necessary to carry out DST's duties hereunder, including all information reasonably required by a Fund to account for all transactions in each Fund's Shares;
(xv) calculating the appropriate sales charge with respect to each purchase of Fund Shares as set forth in each Fund's prospectus as of January 1, 2005 and as amended thereafter provided (A) the TA2000 System as then constituted supports such amended charges and (B) only after thirty (30) days prior written notice of and instruction as to such change to the charges is given to DST and (C) subject to additional fees therefore in the change to the charges increases DST's cost to perform the obligations set forth in this subsection (xv), determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Trust's principal underwriter or distributor (hereinafter "principal underwriter") or an Authorized Person from time to time, disbursing dealer commissions collected to

such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and registered representatives of dealers in accordance with the instructions of an Authorized Person;
(xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and causing exchanges of Shares to be executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of Shares of the Trust on TA2000; and (xix) providing to the Funds escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000. In addition, DST shall be responsible for assessing and collecting redemption fees as required pursuant to each applicable Fund's prospectus and for complying with relevant policies and procedures in connection with each applicable Fund's market timing policy.

E. At the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in
Section 4.D. in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform shareholder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports

generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly transactions, (the "Exception Services").

F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in each Fund's instructions, prospectus or application as amended from time to time, for each Fund provided (i) DST is advised in advance by the Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by a Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST's cost of performing the services required hereunder at the current level of service, DST shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing.

The Trust shall be entitled to add new Funds or Portfolios or classes thereof to the TA2000 System upon at least thirty (30) days' prior written notice to DST provided that the requirements of the new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's then-standard pricing schedule.

Unless otherwise expressly limited by the resolution of appointment or by subsequent action the Trust, the appointment of DST as Transfer Agent will be construed to cover the full amount of authorized Shares of the class or classes for which DST is appointed as the same will, from time to time, be constituted, and any subsequent increases in such authorized amount.

In case of such increase, the Trust will file with DST:

A. If the appointment of DST was theretofore expressly limited, a certified copy of a resolution of the Board of Trustees of the Trust increasing the authority of DST;

B. A certified copy of the amendment to the Trust's Declaration of Trust authorizing the increase of Shares;

C. A certified copy of the order or consent of each governmental or regulatory authority required by law to consent to the issuance of the increased Shares, and an opinion of counsel that the order or consent of no other governmental or regulatory authority is required;

D. Opinion of counsel for the Trust stating:

(1) The status of the additional Shares of the Trust under the Securities Act of 1933, as amended, and any other applicable federal or state statute; and

(2) That the additional Shares are, or when issued will be, validly issued, fully paid and nonassessable.

A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in connection with the agency. Such compensation is set forth in a separate schedule to be agreed to by the Trust and DST, a copy of which is attached hereto as Exhibit A. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement.

B. The Trust also agrees promptly to reimburse DST for all reasonable billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, stationery supplies, counsel fees, outside printing and mailing firms (including DST Output, LLC), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), computer equipment installed at the Trust's request at the Trust's or a third party's premises, telecommunications equipment, telephone/telecommunication lines between a Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, National Securities Clearing Corporation ("NSCC") transaction fees and any other expenses incurred by DST on behalf of the Fund listed on Exhibit A or, if not listed, then incurred with the prior consent or at the request of the Fund to the extent any of the foregoing are paid by DST. Reimbursable expenses, including but not limited to those listed on Exhibit A, represent pass through charges where DST has limited, if any, ability to negotiate the expense from the provider, but may include reasonable allocations to reimburse expenses incurred by DST to lessen the amount of an expense to the Fund or to add value to third party services (the "Added Value Expenses"). Regarding any future Added Value Expenses DST shall (i) provide written notice to the Fund each time DST invoices a new category of Added Value Expenses, identifying the amount of and the justification (the additional expense incurred by DST to lower the overall expense or to add value to the service being invoiced) for the markup, and (ii) obtain the Fund's consent to such markup, which consent shall not be unreasonably delayed or withheld. The Trust agrees to pay postage expenses at least one day in advance if so requested. In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust.

C. Amounts due hereunder shall be due and paid on or before the thirtieth (30th) business day after receipt of the statement therefore by the Trust (the "Due Date"). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, the Trust shall pay a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust's or DST's default or prevent the non-defaulting party from exercising any other rights and remedies available to it.

D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th), business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the "Revised Due Date"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date.

E. The fees and charges set forth on Exhibit A shall increase or may be increased as follows:

(1) On the first day of each new term, in accordance with the "Fee Increases" provision in Exhibit A;

(2) DST shall be entitled to reasonably increase the fees and charges as set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase cost of performance hereunder;

(3) Upon at least ninety (90) days' prior notice, DST may impose a reasonable charge for additional features of TA2000 used by the Funds which features are not consistent with the Funds' processing requirements as of the effective date of this Agreement; and

(4) In the event DST, at a Fund's request or direction, performs Exception Services, DST shall be entitled to impose a reasonable increase in the fees and charges for such Exception Services from those set forth on Exhibit A to the extent such Exception Services increase DST's cost of performance.

If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee that fully covers the Fund's aliquot portion of the cost of developing the new software to comply with regulatory charges and the increased cost of operation and the cost of increased operations incurred in connection with performing any new or enhanced functions required by or used in the business of the Trust.

If DST notifies the Trust of an increase in fees or charges under subparagraphs (3) or (4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

In connection with the performance of its services under this Agreement, DST is responsible for such items as:

A. That entries in DST's records, and in the Trust's records on the TA2000 System created by DST, reflect the orders, instructions, and other information received by DST from the Trust, the Trust's distributor, any Fund's manager or the Trust's principal underwriter, each Fund's investment adviser, each Fund's sponsor, each Fund's custodian, or the Trust's administrator (each an "Authorized Person"), broker-dealers or shareholders;

B. That shareholder lists, shareholder account verifications, confirmations and other shareholder account information to be produced from its records or data be available and accurately reflect the data in the Trust's records on the TA2000 System;

C. The accurate and timely issuance of dividend and distribution checks in accordance with instructions received from the Trust and the data in the Trust's records on the TA2000 System;

D. That redemption transactions and payments be effected timely, under normal circumstances on the day of receipt, and accurately in accordance with redemption instructions received by DST from Authorized Persons, broker-dealers or shareholders and the data in the Trust's records on the TA2000 System;

E. The deposit daily in the Trust's appropriate special bank account of all checks and payments received by DST from NSCC, broker-dealers or shareholders for investment in Shares;

F. Notwithstanding anything herein to the contrary, with respect to "as of" adjustments, DST will not automatically assume one hundred percent (100%) responsibility for losses resulting from "as ofs" due to clerical errors or misinterpretations of shareholder instructions, but DST shall in good faith discuss with the Trust DST's accepting liability for all or a portion of the cost of an "as of" on a case-by-case basis and shall, to the extent it is mutually agreed, DST shall accept financial responsibility for that portion of a particular situation resulting in a financial loss to a Fund where such loss is "material", as hereinafter defined, and, under the particular facts at issue or to the extent that such loss is a direct result of DST's material breach of its obligations under this Agreement. A loss is "material" for purposes of this Section 7.F. when it results in a pricing error on a given day which is (i) greater than a negligible amount per shareholder, (ii) equals or exceeds one ($.01) full cent per share times the number of Shares outstanding or (iii) equals or exceeds the product of one-half of one percent (1/2%) times an affected Fund's Net Asset Value per Share times the number of Shares outstanding (or, in case of (ii) or (iii), such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time). When the parties have mutually agreed that DST shall be responsible to contribute to the settlement of a loss, DST's responsibility will commence with that portion of the loss over $0.01 per share calculated on the basis of the total value of all Shares owned by the affected portfolio (i.e., on the basis of the value of the Shares of the total portfolio, including all classes of that portfolio, not just those of the affected class);

G. The requiring of proper forms of instructions, signatures and signature guarantees and any necessary documents supporting the opening of shareholder accounts, transfers, redemptions and other shareholder account transactions, all in conformance with DST's present procedures as set forth in its Legal Manual, Third Party Check Procedures, Checkwriting Draft Procedures, and Signature Guarantee Procedures (collectively the "Procedures") with such changes or deviations therefrom as may be from time to time required or approved by the Trust for a Fund, its investment adviser or principal underwriter, or its or DST's counsel and the rejection of orders or instructions not in good order in accordance with the applicable prospectus or the Procedures;

H. The maintenance of customary records in connection with its agency, and particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940, if any; and

I. The maintenance of a current, duplicate set of each Fund's essential records at a secure separate location, in a form available and usable forthwith in the event of any breakdown or disaster disrupting its main operation.

A. DST, including DST's employees, agents or affiliated companies to whom DST has subcontracted the performance of any of DST's obligations under this Agreement (each a "DST Agent") whether or not such DST Agent is known to the Fund, shall at all times use reasonable care, due diligence and act in good faith in performing its duties under this Agreement. No person or entity shall be a DST Agent unless DST shall control, or have the ability to control, such agent's performance of DST's obligations under this Agreement. DST shall be solely responsible for acts, errors or omissions resulting in material harm to a Fund committed by its DST Agents. DST shall provide its services as Transfer Agent in accordance with
Section 17A of the Securities Exchange Act of 1934, and the rules and regulations thereunder. In the absence of bad faith, willful

misconduct, knowing violations of applicable law pertaining to the manner in which transfer agency services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with DST), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Procedures, copies of which have been provided to the Trust and reviewed and approved by the Trust's counsel, as amended from time to time with approval of counsel, or for any deviation therefrom approved by the Trust or DST counsel.

B. DST shall not be responsible for, and the Trust shall indemnify and hold DST harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against DST or for which DST may be held to be liable (the "Adverse Consequences"), arising out of or attributable to:

(1) All actions or omissions to act of DST required to be taken or omitted by DST pursuant to this Agreement, provided that DST has acted in good faith and with due diligence and reasonable care and further provided DST has not materially breached any representation or warranties or material obligation under this Agreement in connection with such action or omission;

(2) The Trust's refusal or failure to comply with the terms of this Agreement, the Trust's negligence or willful misconduct, or the breach of any representation or warranty of the Trust hereunder;

(3) The good faith reliance on, or the carrying out of, any written or oral instructions or requests of persons designated by the Trust in writing (see Exhibit B) from time to time as authorized to give instructions on its behalf or representatives of an Authorized Person or DST's good faith reliance on, or use of, information, data, records and documents received from, or which have been prepared and/or maintained by the Trust, its investment advisor, its sponsor or its principal underwriter;

(4) Defaults by dealers or shareowners with respect to payment for share orders previously entered provided DST has not materially contributed to the occurrence of the default;

(5) The offer or sale of the Funds' Shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such Shares in such state (unless such violation results from DST's failure to comply with written instructions of the Trust or of any officer or other authorized person of the Trust that no offers or sales be permitted to remain in the Trust's securityholder records in or to residents of such state);

(6) The Trust's errors and mistakes in the use of the TA2000 System, the data center, computer and related equipment used to access the TA2000 System (the "DST Facilities"), and control procedures relating thereto in the verification of output and in the remote input of data;

(7) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of DST arising out of or resulting from such errors, inaccuracies and omissions in, a Fund's or the Trust's records, shareholder and other records, delivered to DST hereunder by or on behalf of the Trust or a Fund or delivered by the prior agent(s) of the Trust or a Fund;

(8) Actions or omissions to act by the Trust or agents designated by the Trust with respect to duties assumed thereby as provided for in Section 21 hereof;

(9) Solely if the Trust or a Fund elects to have DST perform Exception Services, DST's performance of Exception Services except where DST acted or omitted to act in bad faith, with reckless disregard of its obligations or with Gross Negligence, as hereinafter defined; and

(10) Any inaccuracies in dates in any Fund's shareholder information or history as converted, or any (i) difficulties or inability of DST or any third party to manipulate or process date data, or (ii) lack of functionality (including any errors resulting from the "windowing" (currently 1950 to 2049) of client's historical records or non-Year 2000 complaint data provided to DST by third parties) which, in case of
(i) or (ii) above, arises out of or results from the failure of a Fund's records to contain date data feeds in an eight digit, full century format, or any other such Year 2000 complaint format for data feeds specified from time to time by DST.

C. Except where DST is entitled to indemnification under Section
8.B. hereof and with respect to "as ofs" to the extent set forth in Section 7.F., DST shall indemnify and hold the Trust harmless from and against any and all Adverse Consequences arising out of DST's failure to comply with the terms of this Agreement or arising out of or attributable to DST's lack of good faith, negligence or willful misconduct or breach of any representation or warranty of DST hereunder; provided, however, that for any reason other than DST's lack of good faith, willful misconduct or with Gross Negligence, as hereinafter defined, DST's cumulative liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate amounts paid hereunder by the Trust to DST as fees and charges solely on behalf of or with respect to the Services provided hereunder to the Fund or Funds seeking indemnification against Adverse Consequences, but not including reimbursable expenses, during the twelve (12) months (or the approximate equivalent of twelve months' fees in cases where less than twelve months having been elapsed before the act giving rise to DST's liability) immediately preceding the event giving rise to DST's liability. For purposes of this Agreement, the term "Gross Negligence" shall mean an act or omission by a Party which amounts to indifference to a present legal duty and utter forgetfulness of its legal obligations so far as the other Party is concerned. For purposes of determining whether a Party's act or omission is Grossly Negligent, the trier of fact will look solely to the behavior inherent in or giving rise to the act or omission itself without giving any consideration to the amount or degree of harm caused by the act or omission.

D. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR

CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF. In this regard, each party acknowledges that where the other party is found liable to a third party in an action where the third party wins a judgment that includes an award of consequential damages against such other party, all damages paid by the other party to such third party is direct damages to the other party and not "consequential damages" as used in this Section.

E. Promptly after receipt by an indemnified person of notice of the commencement of any action, such indemnified person will, if a claim in respect thereto is to be made against an indemnifying party hereunder, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party will not relieve an indemnifying party from any liability that it may have to any indemnified person for contribution or otherwise under the indemnity agreement contained herein except to the extent it is prejudiced as a proximate result of such failure to timely notify. In case any such action is brought against any indemnified person and such indemnified person seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, assume the defense thereof (in its own name or in the name and on behalf of any indemnified party or both with counsel reasonably satisfactory to such indemnified person); provided, however, if the defendants in any such action include both the indemnified person and an indemnifying party and the indemnified person shall have reasonably concluded that there may be a conflict between the positions of the indemnified person and an indemnifying party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified persons which are inconsistent with those available to an indemnifying party, the indemnified person or indemnified persons shall have the right to select one separate counsel (in addition to local counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such indemnified person or indemnified persons at such indemnified party's sole expense. Upon receipt of notice from an indemnifying party to such indemnified person of its election so to assume the defense of such action and

approval by the indemnified person of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the indemnifying party will not be liable to such indemnified person hereunder for any legal or other expenses subsequently incurred by such indemnified person in connection with the defense thereof. An indemnifying party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified persons are actual or potential parties to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified person from all liability arising out of such claim, action, suit or proceeding. An indemnified party will not, without the prior written consent of the indemnifying party settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder. If it does so, it waives its right to indemnification therefor.

A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Trust's Shares for sale in all states in which the Trust's Shares shall at the time be offered for sale and require registration. If at any time the Trust will receive notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Trust's Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Trust's Shares, the Trust will give prompt notice thereof to DST.

B. DST hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above and establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of check forms, and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices, and to carry such insurance as it considers adequate and reasonably available.

C. To the extent required by Section 31 of the Investment Company Act of 1940 as amended and Rules thereunder, DST agrees that all records maintained by DST relating to the services to be performed by DST under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request.

D. DST agrees to furnish the Trust's annual reports of its financial condition, consisting of a balance sheet, earnings statement and any other financial information as reasonably requested by the Trust and a copy of the SAS 70 Report issued by its certified public accountants pursuant to Rule 17Ad-13 under the 1934 Act as filed with SEC. The annual financial statements will be certified by DST's certified public accountants and the posting of a current copy thereof on DST's website shall be deemed to be delivery to the Trust.

E. DST represents and agrees that it will use its reasonable efforts to keep current on the trends of the investment company industry relating to shareholder services and will use its reasonable efforts to continue to modernize and improve.

F. DST will permit the Trust and its authorized representatives (subject to execution of DST's standard confidentiality and non-use agreement) to make periodic inspections of its operations as such would involve the Trust at reasonable times during business hours. DST will permit duly authorized federal examiners to make periodic inspections of its operations as such would involve the Trust to obtain, inter alia, information and records relating to DST's performance of its Compliance + Program obligations and to inspect DST's operations for purposes of the Compliance + Program. Any costs imposed by such examiners in connection with such examination (other than fines or other penalties) shall be paid by the Trust.

G. DST shall use its reasonable efforts to provide in Kansas City at the Trust's expense two (2) man weeks (the equivalent of 80 hours) of training for the Trust's personnel in connection with use and operation of the TA2000 System. All travel and reimbursable expenses incurred by the Trust's personnel in connection with and during training at DST's Facility shall be borne by the Trust. At the Trust's option and expense, DST also agrees to use its reasonable efforts to provide an additional two (2) man weeks of training at the Trust's facility for the Trust's personnel in connection with the conversion to the TA2000 System. Reasonable travel, per diem and reimbursable expenses incurred by DST personnel in connection with and during training at the Trust's facility or in connection with the conversion shall be borne by the Trust.

H. The Trust shall obtain an executed Letter of Intent from each prospective new client of the Trust prior to DST's being requested to provide any conversion or setup services (including planning services) guaranteeing DST's recovery of the One Time Set-Up Fee in accordance with the terms set forth on Exhibit A even if such new prospect does not actually convert onto or does not commence operation on TA2000. In event of any request to DST by the Trust or its agents, such request constitutes the Trust's representation, warranty and covenant that the foregoing provision is in full force and effect and that DST will be paid the foregoing One Time Set-Up Fee if due under the terms of Exhibit A.

In case of any recapitalization, readjustment or other change in the capital structure of the Trust requiring acceptance of Trust Share certificates, DST will register Shares in book entry format in exchange for, or in transfer of, the outstanding shares or certificates in the old form, upon receiving:

A. Written instructions from an officer of the Trust;

B. Certified copy of the amendment to the Declaration of Trust or other document effecting the change;

C. Certified copy of the order or consent of each governmental or regulatory authority, required by law to the issuance of the Shares in the new form, and an opinion of counsel that the order or consent of no other government or regulatory authority is required;

D. Reserved;

E. Opinion of counsel for the Trust stating:

(1) The status of the newly issued book entry Shares of the Trust under the Securities Act of 1933, as amended and any other applicable federal or state statute; and

(2) That the newly issued book entry Shares are, and all unissued Shares will be,when issued, validly issued, fully paid and nonassessable.

The Trust will file promptly with DST written notice of any change in the officers authorized to provide written instructions or requests, together with two signature cards bearing the specimen signature of each newly authorized officer.

The Trust will promptly file with DST copies of all material amendments to its Articles of Incorporation or Bylaws made after the date of this Agreement.

At any time DST may apply to any person authorized by the Trust to give instructions to DST, and may with the approval of a Trust officer consult with legal counsel for the Trust, or DST's own legal counsel and at the expense of the Trust, provided DST's counsel fees are reasonable, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. It will also be protected in recognizing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Trust, and the proper countersignature of any former Transfer Agent or Registrar, or of a co-Transfer Agent or co-Registrar.

A. DST shall not be responsible or liable for its failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software, provided such equipment has been reasonably maintained) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil

disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornados, acts of God or public enemy, revolutions, or insurrection; or any other cause, contingency, circumstance or delay not subject to DST's reasonable control which prevents or hinders DST's performance hereunder.

B. DST currently maintains an agreement with a third party whereby DST is to be permitted to use on a "shared use" basis a "hot site" (the "Recovery Facility") maintained by such party in event of a disaster rendering the DST Facilities inoperable. DST has developed and is continually revising a business contingency plan (the "Business Contingency Plan") detailing which, how, when, and by whom data maintained by DST at the DST Facilities will be installed and operated at the Recovery Facility. Provided the Trust is paying its pro rata portion of the charge therefor, DST would, in event of a disaster rendering the DST Facilities inoperable, use reasonable efforts to convert the TA2000 System containing the designated the Trust data to the computers at the Recovery Facility in accordance with the then current Business Contingency Plan.

C. DST also currently maintains, separate from the area in which the operations which provides the services to the Trust hereunder are located, a Crisis Management Center consisting of phones, computers and the other equipment necessary to operate a full service transfer agency business in the event one of its operations areas is rendered inoperable. The transfer of operations to other operating areas or to the Crisis Management Center is also covered in DST's Business Contingency Plan.

The required copy of the Trust's Declaration of Trust and copies of all amendments thereto will be certified by the Secretary of the Commonwealth (or other appropriate official) of Massachusetts, and if such Declaration of Trust and amendments are required by law to be also filed with a county, city or other officer of official body, a certificate of such filing will appear on the certified copy submitted to DST. A copy of the order or consent of each governmental or regulatory authority required by law to the issuance of the Shares will be certified by the Secretary or Clerk of such governmental or regulatory authority, under proper seal of such authority. The copy of the Bylaws and copies of all amendments

thereto, and copies of resolutions of the Board of Trustees of the Trust, will be certified by the Secretary or an Assistant Secretary of the Trust.

DST will maintain customary records in connection with its agency, and particularly will maintain those records required to be maintained pursuant to subparagraph (2) (iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940, if any.

DST may send periodically to the Trust, or to where designated by the Secretary or an Assistant Secretary of the Trust, all books, documents, and all records no longer deemed needed for current purposes and Share certificates which have been canceled in transfer or in exchange, upon the understanding that such books, documents, records, and Share certificates, if any will be maintained by the Trust under and in accordance with the re requirements of Section 17Ad-7 adopted under the Securities Exchange Act of 1934, including by way of example and not limitation Section 17Ad-7(g) thereof. Such materials will not be destroyed by the Trust without the consent of DST (which consent will not be unreasonably withheld), but will be safely stored for possible future reference.

A. DST will make original issues of Shares (and, provided the Trust and DST mutually agree to issuance of certificates, certificates) upon written request of an officer of the Trust and upon being furnished with a certified copy of a resolution of the Board of Directors authorizing such original issue, an opinion of counsel as outlined in subparagraphs 1.D. and G. of this Agreement, any documents required by Sections 5. or 10. of this Agreement, and necessary funds for the payment of any original issue tax as required in the next Section.

B. Before making any original issue of Shares or certificates, in the event the Trust and DST agree upon the issuance of certificated Shares, the Trust will furnish DST with sufficient funds to pay all required taxes on the original issue of the Shares, if any. The Trust will furnish DST such evidence as may be required by DST to show the actual value of the Shares. If no taxes are payable DST will be furnished with an opinion of outside counsel to that effect.

C. Shares will be transferred and, provided the Trust and DST mutually agree to issuance of certificates, new certificates issued in transfer, or Shares accepted for redemption and funds remitted therefor, or book entry transfer be effected, upon surrender of the old certificates in form or receipt by DST of instructions deemed by DST properly endorsed for transfer or redemption accompanied by such documents as DST may deem necessary to evidence the authority of the person making the transfer or redemption. DST reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement or signature on the certificate or any other document is valid and genuine, and for that purpose it may require a guaranty of signature in accordance with the Signature Guarantee Procedures. DST also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it will incur no liability for the refusal in good faith to make transfers or redemptions which, in its judgment, are improper or unauthorized. DST may, in effecting transfers or redemptions, rely upon the Procedures, Simplification Acts, Uniform Commercial Code or other statutes which protect it and the Trust in not requiring complete fiduciary documentation. In cases in which DST is not directed or otherwise required to maintain the consolidated records of shareholder's accounts, DST will not be liable for any loss which may arise by reason of not having such records.

D. When mail is used for delivery of Share certificates, DST will forward Share certificates in "nonnegotiable" form by first class or registered mail and Share certificates in "negotiable" form by registered mail, all such mail deliveries to be covered while in transit to the addressee by insurance arranged for by DST.

E. DST will issue and mail subscription warrants, certificates representing Share dividends, exchanges or split ups, or act as Conversion Agent upon receiving written instructions from any officer of the Trust and such other documents as DST deems necessary.

F. Provided the Trust and DST mutually agree to issuance of certificates, DST will issue, transfer, and split up certificates and will issue certificates of Shares representing full Shares upon surrender of scrip certificates aggregating one full share or more when presented to DST for that purpose upon receiving written

instructions from an officer of the Trust and such other documents as DST may deem necessary.

G. Provided the Trust and DST mutually agree to issuance of certificates, DST may issue new certificates in place of certificates represented to have been lost, destroyed, stolen or otherwise wrongfully taken upon receiving instructions from the Trust and indemnity satisfactory to DST and the Trust, and may issue new certificates in exchange for, and upon surrender of, mutilated certificates. Such instructions from the Trust will be in such form as will be approved by the Board of Trustees of the Trust and will be in accordance with the provisions of law and the bylaws of the Trust governing such matter.

H. DST will supply a shareholder's list to the Trust for one special meeting per year at no additional charge upon receiving a request from an officer of the Trust. It will also, at the expense of the Trust, supply lists at such other times as may be requested by an officer of the Trust.

I. Upon receipt of written instructions of an officer of the Trust, DST will, at the expense of the Trust, address and mail notices to shareholders.

J. In case of any request or demand for the inspection of the Share books of the Trust or any other books in the possession of DST, DST will endeavor to notify the Trust and to secure instructions as to permitting or refusing such inspection. DST reserves the right, however, to exhibit the Share books or other books to any person in case it is advised by its counsel that it may be held responsible for the failure to exhibit the Share books or other books to such person.

K. (1) DST shall assist the Trust to fulfill the Trust's responsibilities under certain provisions of USA PATRIOT Act, Sarbanes-Oxley Act, Title V of Gramm Leach Bliley Act, Securities Act of 1933, Securities and Exchange Act of 1934, and Investment Company Act of 1940, including, inter alia, Rule 38a-1, by complying with Compliance +TM, a compliance program that focuses on certain business processes that represent key activities of the transfer agent/service provider function (the "Compliance + Program"), a copy of which has hitherto been made available to Trust. These business processes are anti-money laundering, certificate processing, correspondence processing, fingerprinting, lost shareholder processing, reconciliation and control, transaction processing, customer identification, transfer agent administration and safeguarding fund assets and securities. DST reserves the right to make changes thereto as experience suggests alternative and better ways to perform the affected function. DST shall provide you with written notice of any such changes.

(2) DST shall perform the procedures set forth in the Compliance + Program, as amended by DST from time to time, which pertain to DST's performance of those transfer agency services in accordance with the terms and conditions set forth in this Agreement, (ii) implement and maintain internal controls and procedures reasonably necessary to insure that our employees act in accordance with the Compliance + Program, and (iii) provide you with written notice of any material changes made to the Program as attached hereto.

(3) Notwithstanding the foregoing, DST's obligations shall be solely as are set forth in this Section and in the Compliance + Program, as amended, and any of obligations under the enumerated Acts and Regulations that DST has not agreed to perform on your behalf under the Compliance + Program or under this Agreement shall remain the sole obligation of the Trust.

A. DST will, at the expense of the Trust, provide a special form of check containing the imprint of any device or other matter desired by the Trust. Said checks must, however, be of a form and size convenient for use by DST.

B. If the Trust desires to include additional printed matter, financial statements, etc., with the dividend checks, the same will be furnished DST within a reasonable time prior to the date of mailing of the dividend checks, at the expense of the Trust.

C. If the Trust desires its distributions mailed in any special form of envelopes, sufficient supply of the same will be furnished to DST but the size and form of said envelopes will be subject to the approval of DST. If stamped envelopes are used, they must be furnished by the Trust; or if postage stamps are to be affixed to the envelopes, the stamps or the cash necessary for such stamps must be furnished by the Trust.

D. DST, acting as agent for the Trust, is hereby authorized (1) to establish in the name of, and to maintain on behalf of, the Trust, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, as hereinafter defined, one or more deposit accounts at a nationally or regionally known banking institution (the "Bank") into which DST shall deposit the funds DST receives for payment of dividends, distributions, purchases of Trust Shares, redemptions of Trust Shares, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by DST on behalf of the Trust provided for in this Agreement, (2) to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for which such funds were provided to DST, and (3) to establish, to implement and to transact Trust business through Automated Clearinghouse ("ACH"), Draft Processing, Wire Transfer and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill DST's obligations under this Agreement. DST, acting as agent for the Trust, is also hereby authorized to execute on behalf and in the name of the Trust, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, agreements with banks for ACH, wire transfer, draft processing services, as well as any other services which are necessary or appropriate for DST to utilize to accomplish the purposes of this Agreement. In each of the foregoing situations the Trust shall be liable on such agreements with the Bank as if it itself had executed the agreement. DST shall not be liable for any Adverse Consequences arising out of or resulting from errors or omissions of the Bank provided, however, that DST shall have acted in good faith, with due diligence and without negligence.

E. DST is authorized and directed to stop payment of checks theretofore issued hereunder, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or through no fault of theirs, are otherwise beyond their control, and cannot be produced by them for presentation and collection, and, to issue and deliver duplicate checks in replacement thereof.

A. The Trust or its designated agents other than DST may assume certain duties and responsibilities of DST or those services of Transfer Agent and Dividend Disbursing Agent as those terms are referred to in Section 4.D. of this Agreement including but not limited to answering and responding to telephone inquiries from shareholders and brokers, accepting shareholder and broker instructions (either or both oral and written) and transmitting orders based on such instructions to DST, preparing and mailing confirmations, obtaining certified TIN numbers, classifying the status of shareholders and shareholder accounts under applicable tax law, establishing shareholder accounts on the TA2000 System and assigning social codes and Taxpayer Identification Number codes thereof, and disbursing monies of the Trust, said assumption to be embodied in writing to be signed by both parties.

B. To the extent the Trust or its agent or affiliate assumes such duties and responsibilities, DST shall be relieved from all responsibility and liability therefor and is hereby indemnified and held harmless against any liability therefrom and in the same manner and degree as provided for in Section 8 hereof.

C. Initially the Trust or its designees shall be responsible for answering and responding to phone calls from shareholders and broker-dealers.

A. This Agreement shall be in effect for an initial term of five
(5) years from the date set forth at the beginning of this Agreement. If neither party provides the other party with notice of termination at least six (6) months' prior to the end of the then current term, this Agreement shall automatically extend for the longer of additional, successive five (5) year terms or for the period set forth in any new mutually agreed to Fee Schedule as the period during which such Fee Schedule shall be effective, each such successive five year term or period set forth in any new Fee Schedule, as applicable, being a new "term" of this Agreement, upon the expiration of any term hereof unless terminated as hereinafter provided. Either part

may terminate this Agreement in the following manner and under the following circumstances:

(i) WITH RESPECT TO A TERMINATION FOR BREACH UNDER
SECTION 21.B. OF THIS AGREEMENT: upon such date as is specified in a written notice given by the terminating party in the event of a material breach of this Agreement by the other party, provided the terminating party (A) gives the breaching party such notice of termination within forty-five days after the terminating party becomes aware of the occurrence of such material breach and (B) has notified the other party of such material breach at least forty-five (45) days prior to the specified date of termination. The breaching party shall have forty-five (45) days after receipt of the notice of termination to cure the breach or, if the breach is not capable of remedy within forty-five (45) days, to commence actions, which if appropriately pursued would result in the curing of such breach and to thereafter appropriately pursue such actions. Where the material breach is not remedied or an appropriate remedy is not undertaken and pursued as previously set forth, DST will be due fees from the Trust at the regular rates as set forth in the then applicable Fee Schedule for an additional three (3) month period. At the end of such three (3) month period, or such other time as mutually agreed to in writing by the parties hereto, this Agreement shall terminate and the Trust's data shall be deconverted from TA2000 to the new recordkeeping and processing system chosen by the Trust. If the material breach is remedied or an appropriate remedy is not undertaken and pursued as previously set forth within such forty-five (45) day cure period, the Agreement shall continue for the remainder of the then current Term and any future Terms.

(ii) with respect to a full termination of this Agreement by either party as to all Funds and Portfolios of the Trust, as of the last day of the then current term:
This Agreement may be terminated as aforesaid by either party giving to the other party at least six
(6) months' written notice prior to the expiration of the then current Term, provided, however, that the effective date of any termination shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end. In event of a termination under this subsection, no termination fee shall be owed by the terminating party to the other party.

(iii) with respect to a partial termination of this Agreement by the Trust, that is a termination (A) with respect to all Funds and Portfolios of such Funds (each a CUSIP) maintained by one or more fund complexes/management companies, (B) where other fund complexes/management companies will remain active on TA2000 under the Trust and this Agreement shall remain in full force and effect for those other fund complexes/management companies who remain active on TA2000, (C) regardless of whether such termination is a result of the sale, merger, acquisition by another fund, transfer of accounts or account balances etc. of all such terminating Funds and Portfolios or their fund complexes/management companies: this Agreement may be terminated and deconversion occur upon six (6) months' notice to DST with respect to such terminating Funds or Portfolios, provided however, that the effective date of such partial termination and any deconversion shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end. In the event of a termination by a Deconverting Fund or Portfolio under this section, DST may charge, and the Trust shall pay or shall cause each affected fund complex/management company to pay, prior to or contemporaneously with the Deconversion and as liquidated damages and not as a penalty for such early termination, with respect to each fund complex/management company whose Fund(s) or Portfolio(s) are deconverting, the greater of (Y) the aggregate fees (exclusive of reimbursements of out-of-pocket expenses, paid under the Agreement during the twelve (12) full calendar months immediately preceding the month in which DST receives the notice of termination or (Z) $50,000 for each fund complex/management company whose Fund(s) or Portfolio(s) are deconverting from TA2000.

(iv) with respect to a full termination of this Agreement by the Trust, that is a termination (A) with respect to all Funds and Portfolios of such Funds (each a CUSIP) of the Trust whose records are maintained on TA2000, and (B) regardless of whether such termination is a result of the sale, merger, acquisition by another fund, transfer of accounts or account balances etc. of all such terminating Funds and Portfolios or their fund complexes/management companies: a termination under this subsection shall require six (6) months' notice to DST with respect to such termination and all deconversions, provided however, that the effective date of any such deconversion shall not occur during the period from December 15 through March 30 of any year to avoid adversely

impacting year end. In the event of a termination by a Deconverting Fund or Portfolio under this section, DST may charge, and the Trust shall pay or shall cause each affected fund complex/management company to pay, prior to or contemporaneously with the Deconversion and as liquidated damages and not as a penalty for such early termination, with respect to each fund complex/management company whose Fund(s) or Portfolio(s) are deconverting, the greater of (Y) the aggregate fees (exclusive of reimbursements of out-of-pocket expenses) incurred by each fund complex/management company with respect a to all the Funds and Portfolios of the Funds of such fund complex/management company under the Agreement during the twelve (12) full calendar months immediately preceding the month in which DST receives the notice of termination or (Z) $50,000 for each fund complex/management company whose Fund(s) or Portfolio(s) are deconverting from TA2000.

(v) with respect to a partial termination of this Agreement by the Trust, that is a termination (A) with respect to some but not all Funds and Portfolios of such Funds (each a CUSIP) inside of a fund complex/management company, (B) where other Funds of such fund complex/management company will remain active on TA2000 under the Trust and this Agreement shall remain in full force and effect for those other fund complexes/management companies who remain active on TA2000, and (C) regardless of whether such termination is a result of the sale, merger, acquisition by another fund, transfer of accounts or account balances etc. of all such terminating Funds and Portfolios: this Agreement may be terminated and deconversion occur upon six (6) months' notice to DST with respect to such terminating Fund(s) or Portfolio(s), provided however, that the effective date of such termination and any deconversion shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end. In the event of a termination by a Deconverting Fund or Portfolio under this section, DST may charge, and the Trust shall pay or shall cause each affected fund complex/management company to pay, the Closed CUSIP Charge set forth on the Fee Schedule attached hereto as Exhibit A.

B. Each party, in addition to any other rights and remedies, shall have the right to terminate this Agreement forthwith upon the occurrence at any time of any of the following events with respect to the other party:

(1) The bankruptcy of the other party or its assigns or the appointment of a receiver for the other party or its assigns; or

(2) Failure by the other party or its assigns to perform its duties in accordance with the Agreement, which failure materially adversely affects the business operations of the first party and which failure continues for thirty (30) days after receipt of written notice from the first party.

C. In the event of the full termination of this Agreement, the Trust will promptly pay DST all amounts due to DST under this Agreement and DST will use its reasonable efforts, in accordance with acceptable industry standards, to transfer the records of the Trust to the designated successor transfer agent (or a place designated by the Trust in case of a liquidating termination) within a reasonable time period, to provide reasonable assistance to the Fund and its designated successor transfer agent, and to provide other information relating to its services provided hereunder (subject to the recompense of DST for such assistance at its standard rates and fees for personnel then in effect at that time); provided, however, as used herein "reasonable assistance" and "other information" shall not include assisting any new service or system provider to modify, alter, enhance, or improve its system or to improve, enhance, or alter its current system, or to provide any new, functionality or to require DST to disclose any DST Confidential Information, as hereinafter defined, or any information which is otherwise confidential to DST.

D. If, prior to converting from the TA2000 System, a Fund or Portfolio thereof is unable to obtain a commitment from the new transfer agent that the new transfer agent will perform year end reporting (tax or otherwise) for the entire year and mail and file all reports, including by way of example and not limitation, reports or returns of Form 1099, 5498,m 945, 1042 and 1042S, annual account valuations for retirement accounts and year end statements for all accounts and any other reports required to be made by state governments or the federal government or regulatory agencies (the "Returns") (i) DST shall perform year end reporting as instructed by the Fund for the portion of the year DST served as transfer agent and (ii) DST shall be paid therefore a monthly per CUSIP fee (in

addition to any applicable Closed CUSIP Fee) through the end of the last month during which the last Return or form is filed (at its standard rate and fees for personnel then in effect at that time). The Fund will cause the new transfer agent to timely advise DST of all changes to the shareholder records effecting such reporting by DST (including but not limited to all account maintenance and any "as of processing) until all DST reporting obligations cease; and DST shall have no further obligations to the Fund, and the Trust hereby indemnifies, or shall cause the Fund to indemnify, DST and holds, or shall cause the Fund to hold, DST harmless against any Adverse Consequences arising out of or resulting from the failure of the new transfer agent to timely and properly advise DST as required by this Agreement or which could have been avoided if the new transfer agent had timely and properly advised DST thereof or which occur after the Trust or the Fund ceases to pay DST to maintain the Fund data on the TA2000 System and DST purges the data of the Fund from the TA2000 System.

E. In the event of a termination by a Fund or Portfolio which is liquidating and distributing the proceeds thereof to such shareholders and thereafter closing, such Fund or Portfolio shall provide DST at least three (3) months prior written notice of such liquidation, distribution and closing. In such event, DST may charge reasonable fees as set forth in the then existing Fee Schedule and reasonable fees for account maintenance and processing and for all expenses incurred on the terminated Liquidating Fund's, Portfolio's or Class' behalf, for the time period required to complete the liquidation and/or maintain the Liquidating Fund, Portfolio or Class on DST's TA2000 System for the provision of services, including services in connection with Internal Revenue Service reporting or other required regulatory reporting. All such fees shall be reviewable by the Trust for reasonableness and shall be paid monthly by the Trust until the liquidation is complete and the liquidating Fund or Portfolio is purged from the TA2000 System and DST's services are no longer being utilized.

A. DST agrees that, except as otherwise required by law, DST will keep confidential all records of and information in its possession relating to the Fund or its shareholders or shareholder accounts, including other information that relates to the business of the Trust, including but not limited to, Fund securities holdings, trading strategies or merger, sale or other reorganization plans and will not disclose the same to any person except at the request or with the consent of the Trust. For purposes of this provision, the Trust is a disclosing party with respect to information that is provided to DST in confidence and to which the Trust has taken reasonable steps to prevent unrestricted disclosure (a "Disclosing Party") and other information to which it, as a Disclosing Party, has made reasonable efforts to maintain its secrecy.

B. The Trust agrees, except as otherwise required by law, to keep confidential all financial statements and other financial records received from DST, the terms and provisions of this Agreement, all accountant's reports relating to DST, and all manuals, systems and other technical information and data, not publicly disclosed, relating to DST's operations and programs furnished to it by DST pursuant to this Agreement and will not disclose the same to any person except at the request or with the consent of DST. For purposes of this provision, DST is a disclosing party with respect to information that is provided in confidence to the Trust and to which DST has taken reasonable steps to prevent unrestricted disclosure (a "Disclosing Party") and other information to which it, as a Disclosing Party, has made reasonable efforts to maintain its secrecy.

C. (1) The Trust acknowledges that DST has proprietary rights in and to the TA2000 System used to perform services hereunder including, but not limited to the maintenance of shareholder accounts and records, processing of related information and generation of output, including, without limitation any changes or modifications of the TA2000 System and any other DST programs, data bases, supporting documentation, or procedures (collectively "DST Confidential Information") which the Fund's access to the TA2000 System or computer hardware or software may permit the Fund or its employees or agents to become aware of or to access and that the DST

Confidential Information constitutes confidential material and trade secrets of DST. The Fund agrees to maintain the confidentiality of the DST Confidential Information. For purposes of this provision, the Trust is a receiving party with regards to DST Confidential Information it accepts pursuant to the terms and conditions contained herein ("Receiving Party").

(2) DST acknowledges that the Trust owns all of the data supplied by or on behalf of the Trust to DST, including without limitation to Trust shareholder records and information. The Trust has proprietary rights to all such data, records and reports containing such data (collectively "Trust Confidential Information") and all records containing such data will be transferred in accordance with termination provisions of this Agreement. DST agrees to maintain the confidentiality of Trust Confidential Information. For purposes of this provision, DST is a receiving party with regards to Trust Confidential Information it accepts pursuant to the terms and conditions contained herein ("Receiving Party").

(3) Each party to this Agreement acknowledges that any unauthorized use, misuse, disclosure or taking of the other party's Confidential Information which is confidential as provided by law, or which is a trade secret or other information that relates to the business and products of the Disclosing Party with respect to which the Disclosing Party has taken reasonable steps to prevent unrestricted disclosure, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable state law. Each party to this Agreement will advise all of its employees and agents who have access to any of the other party's Confidential Information or, in the case of DST, to any computer equipment capable of accessing DST or DST hardware or software of the foregoing.

(4) Each party to this Agreement acknowledges that disclosure of a Disclosing Party's Confidential Information may give rise to an irreparable injury to

such Disclosing Party inadequately compensable in damages. Accordingly, a Disclosing Party may seek
(without the posting of any bond or other security)
injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available, and each Party consents to the obtaining of such injunctive relief. All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section or elsewhere in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years.

(5) Confidential Information shall not include any information that:

Is now or hereafter becomes available to the public without a breach by the Receiving Party of the terms of this Agreement, but only to the extent the Confidential Information becomes available to the public; or

Was known to and documented in writing in the possession of the Receiving Party before its disclosure hereunder; or

Becomes available to the Receiving Party without restrictions on its use or further disclosure; or

Is independently developed by the Receiving Party after Receiving Party has provided clear and convincing evidence of such independent development; or

Is disclosed pursuant to judicial action, provided Recipient shall give at least 10 days written notice to Disclosing Party of the request for disclosure in a judicial action and no suitable protective order, or equivalent remedy is available. This information is no longer Confidential Information only to the extent disclosed by the judicial action and subject to the restrictions ordered by the court.

If the Receiving Party believes any of the above exceptions apply to the Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with at least 20 days written notice of Receiving Party's intent to disclose the Confidential Information to a third party prior to such disclosure.

A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls.

C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST.

Provided DST used reasonable care in their selection, nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, Airborne Services, NSCC, Trans Union, ChoicePoint, custodial banks, pricing services, the U.S. mails and telecommunication companies, provided, if DST selected such company, DST shall have exercised due care in selecting the same.

A. If the Trust is comprised of more than one Fund (or if a Fund is comprised of more than one Portfolio), each Fund or Portfolio shall be regarded for all purposes hereunder as a separate party apart from each other Fund or Portfolio. Unless the context otherwise requires, with respect to every transaction covered by this Agreement, every reference herein to the Trust shall be deemed to relate solely to the particular Fund or Portfolio to which such transaction relates. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund or Portfolio constitute a right, obligation or remedy applicable to any other Fund or Portfolio. The use of this single document to memorialize the separate agreement of each Fund or Portfolio is understood to be for clerical convenience only and shall not constitute any basis for joining the Funds or Portfolios for any reason.

B. Notice is hereby given that a copy of the Trust's Trust Agreement and all amendments thereto is on file with the Secretary of the Commonwealth of Massachusetts; that this Agreement has been executed on behalf of the Trust by the undersigned duly authorized representative of the Trust in his/her capacity as such and not individually; and that the obligations of this Agreement shall only be binding upon the assets and property of the Trust and shall not be binding upon any trustee, officer or shareholder of the Trust individually.

A. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of Delaware, excluding that body of law applicable to choice of law.

B. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

C. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement.

D. No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto.

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

F. This Agreement may be executed 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.

G. If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

H. This Agreement may not be assigned by the Trust or DST without the prior written consent of the other.

I. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Trust and DST. It is understood and agreed that all services performed hereunder by DST shall be as an independent contractor and not as an employee of the Trust. This Agreement is between DST and the Trust and neither this Agreement nor the performance of services under it shall create any rights in any third parties. There are no third party beneficiaries hereto.

J. Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder.

K. The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

L. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by written instrument executed by both parties.

M. All notices to be given hereunder shall be deemed properly given if delivered in person or if sent by U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter confirmed by mail as follows:

If to DST:

DST Systems, Inc.
210 W 10th Street 7th Floor
Kansas City, Missouri 64105

Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502

With a copy of non-operational notices to:

DST Systems, Inc.
333 West 11th Street, 5th Floor Kansas City, Missouri 64105 Attn: Legal Department Facsimile No.: 816-435-8630

If to the Trust:

SEI Global Funds Services

One Freedom Valley Road Oaks, PA 10456
Attn:

Facsimile No.:

or to such other address as shall have been specified in writing by the party to whom such notice is to be given.

N. DST and the Trust (including all agents of the Trust) agree that, during any term of this Agreement and for twelve (12) months after its termination, neither party will solicit for employment or offer employment to any employees of the other.

O. The representations and warranties contained herein shall survive the execution of this Agreement. The representations and warranties contained in this Section, Section 27.O. and the provisions of Section 8 hereof shall survive the termination of the Agreement and the performance of services hereunder until any statute of limitations applicable to the matter at issues shall have expired.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.

DST SYSTEMS, INC.

By: /s/ illegible signature
Title:  Vice President

ADVISORS INNER CIRCLE FUND,

Name: /s/ James Ndiaye
Title:    Vice President

AIC FSA (Execution Version 04-10-07)

EXHIBIT A TO THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND

DST SYSTEMS, INC.
ADVISORS INNER CIRCLE FEE SCHEDULE
EFFECTIVE APRIL 1, 2006 - MARCH 31, 2009

* FEE SCHEDULE APPLIES TO EACH INDIVIDUAL ADVISORS INNER CIRCLE CLIENT ON A STAND ALONE BASIS

CUSIPS in the range 1 - 10                           $23,936 per CUSIP per year
CUSIPS in the range > 10                             $17,952 per CUSIP per year
Institutional Money Market CUSIPS(1)                 $45,000 per CUSIP per year

(Note: Minimum applies unless charges included in Section B exceed the minimum.)

April 1, 2006 - March 31, 2007

         Non Level 3 Open Accounts                   $31.50 per account per year
         Level 3 Open Accounts                       $31.50 per account per year

April 1, 2007 - March 31, 2008

         Non Level 3 Open Accounts                   $31.50 per account per year
         Level 3 Open Accounts
                  0 - 25,000 Accounts                $27.00 per account per year
                  25,000 - 50,000 Accounts           $25.65 per account per year
                  50,000 and greater                 $24.37 per account per year

April 1, 2008 - March 31, 2009

         Non Level 3 Open Accounts                   $31.50 per account per year
         Level 3 Open Accounts
                  0 - 25,000 Accounts                $22.50 per account per year
                  25,000 - 50,000 Accounts           $21.38 per account per year
                  50,000 and greater                 $20.31 per account per year

         Closed Accounts                             $3.61 per account per year


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

(1) Applies only to new Institutional Money Market CUSIPS as of 4/1/06.

EXHIBIT A TO
THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND

         New Fund for Existing Management Company        $1,000 per CUSIP
         New Management Company with a Single Fund       $2,500 per mgt. company
         New Management Company with Multiple Funds      $5,000 per mgt. company

D. OTHER SERVICES

         Institutional Manual Transactions (2)           $8.24 per item
         Lost Shareholder Compliance                     $1.46 per lost S/H
                                                         account +
                                                         $1.83 per database
                                                         match

         12b-1 Processing                                $0.22 per open & closed
                                                         acct per cycle

         CDSC Sharelot Processing                        $2.41 per account per
                                                         year

         Disaster Recovery*                              $0.20

         Anti-Money Laundering Fees*
                  Foreign Accts                          $0.20 per open acct per
                                                         year
                  Non-Foreign Accts                      $0.15 per open acct per
                  (subject to a $100 monthly             year
                  management company minimum)

         Ad-Hoc Reporting:
                  Multi File Reports                     $504 per report
                  Single Reports                         $315 per report
         Escheatment Costs                               $153 per CUSIP per
                                                         filing +
                                                         $1.83 per item + OOP
                                                         Costs
         Short Term Trader Fees*
                  90 Days or Less                        $0.06 per account per
                                                         year
                  91 Days - 180 Days                     $0.12 per account per
                                                         year
                  181 Days - 270 Days                    $0.18 per account per
                                                         year
                  271 Days - 366 Days                    $0.24 per account per
                                                         year
                  367 Days - 2 Years                     $0.36 per account per
                                                         year

         Personal Performance Measurement Reporting      $0.12 per account per
         (subject to a $500 minimum per run)             run

         TA2000 Voice System                             Exhibit A.1
         NSCC                                            Exhibit A.2
         Financial Intermediary Interfaces               Exhibit A.3
         Fund Closing/Deconversion                       Exhibit B.1


----------------------------------
(2)  See Exhibit B.2

* Computer/Technical Support (2006 Rates)(3)
         Business Analyst/Tester:
                  Dedicated                                    $117,700 per year
                  On-Request                                    $104.40 per hour
         CCBOL Programmer:
                  Dedicated                                    $198,450 per year
                  On-Request                                    $157.60 per hour
         Workstation Programmer:
                  Dedicated                                    $227,450 per year
                  On-Request                                    $186.70 per hour
         WEB Developer:
                  Dedicated                                    $242,810 per year
                  On-Request                                    $200.80 per hour
         Full Service Support:
                  Senior Staff Support                           $75.00 per hour
                  Staff Support                                  $55.00 per hour
                  Clerical Support                               $45.00 per hour

NOTES TO THE ABOVE FEE SCHEDULE
1. OPEN AND CLOSED ACCOUNTS FEES The month y fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined. The "Purge Date" for any year shall be any day after June 1st of that year, as selected by the Fund, provided that written notification is presented to DST at least forty-five (45) days prior to the Purge Date.

2. FEE INCREASES The fees and charges set forth in this fee schedule are guaranteed through March 31, 2008 and then shall increase annually upon each anniversary of this Agreement over the fees and charges during the prior 12 months in an amount not less than the annual percentage of change in the Consumer Price Index (CPI-U) in the Kansas City, Missouri-Kansas Standard Metropolitan Statistical Area, All Items, Base 1982- 1984=100, as last reported by the U.S. Bureau of Labor Statistics. Items marked by an "*" are subject to change with 60 days notice. In the event that this Agreement was not signed as of the first day of the month, the fees and charges increase shall be effective as of the first day of the month immediately following the month during which the anniversary occurred.

EXHIBIT A TO THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND

3. LATE FEES Any fees or reimbursable expenses not paid within 30 days of the date of the original invoice will be charged a late payment fee of 1.5% per month until payment is received.

4. Establishing a new Fund requires a minimum of 30 days advance notice.

5. Establishing a new management company requires a minimum of 60 days advance notice.

6. The One Time Set- Up fees will only be charged in the event that a new fund(s) and/or new management company does not go live, including seed money, during the month it was scheduled to go live. The One Time Set- Up fees for a new Management Company do not include the DST programming hours to set up the INVESTOR product nor do they include the DSTO programming charges.

7. If a new Fund goes live after the 16th of the month with funded assets, including seed money, the CUSIP and Open Account charges for that month will be charged at a 50% discount of the current rate.

8. TERMINATION FEES To be assessed by DST and paid by the Trust in accordance with the provisions of
Section 21 of the Agreement

EXHIBIT A TO THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND

REIMBURSABLE EXPENSES
This schedule does not include reimbursable expenses that are incurred on the Fund's behalf. Examples of reimbursable expenses include, but are not limited to the items listed below.

REIMBURSABLE EXPENSES
Forms
Postage (to be paid in advance if so requested) Mailing Services
Computer Hardware and Software - specific to Fund or installed at remote site at
Fund's direction Telecommunications Equipment and Lines/Long Distance Charges
Magnetic Tapes, Reels or Cartridges Magnetic Tape Handling Charges
Microfiche/Microfilm Freight Charges Printing
Bank Wire and ACH Charges
Proxy Processing - per proxy mailed not including postage Includes: Proxy Card
Printing
Outgoing Envelope Return Envelope Tabulation and Certification T.I.N. Certification (W8 & W9)

(Postage associated with the return envelope is included)

Off-site Record Storage
Second Site Disaster Backup Fee (per account) Currently $.20, subject to change annually
Travel, Per Diem and other Billables incurred by DST personnel traveling to, at and from the Fund at the request of the Fund.

Base Compliance Program Expense - $175,0004

Utilization  of  DST's TA2000 Voice System is based on a service fee of $.24 per
call.  Each  call  has a maximum duration of seven (7) minutes. This charge is a
flat  rate  regardless  of the number or type of transactions that a shareholder
processes  during  the  call.  A  given  call  could  result in inquiries and/or

transactions being processed for various funds in the complex. Therefore, on a monthly basis, DST will report the number of inquiries and/or transactions processed by fund. A percentage of the total will be derived and reported for each fund. As a result of this process, DST will allocate the charges among the individual funds.

MULTIPLE CALL FLOWS
An additional fee of $525 per month will be charged for each additional call flow that requires different flows, functions, vocabulary, processing, rules or access method. An additional fee of $210 per month will be charged for each additional call flow that is identical in flows, functions, vocabulary, processing rules or access method.

 YEARS         CHARGE PER             CHARGE PER
   OF        CUSIP AUTHORIZED         SHAREHOLDER
SERVICE        FOR SERVICE*            ACCOUNT**
   1               $ 58                 $.003
   2               $ 85                 $.004
   3               $114                 $.005

CUSIPS ADDED TO THE SERVICE will be subject to the same minimums being charged to the other CUSIPS in the complex at the time the CUSIPS are added.

** THE PER ACCOUNT CHARGE is based on the total number of shareholder accounts in authorized CUSIPS at the end of each month.

OUT OF POCKET COSTS
Each fund complex will require a unique WATS number for their shareholders to call. Each WATS number will require a specific number of trunks to service a given volume of shareholder calls. All installation and monthly usage charges associated with these will be billed through monthly out-of-pocket invoices.

EXHIBIT A.2

NSCC FEES AND OUT-OF-POCKET EXPENSES

DST FEES

DST charges $1,713 per CUSIP per year for the NSCC platform

NSCC PARTICIPANT FEES

The NSCC charges $40 per month per NSCC Participant any for CPU access/shared line costs.

A combined participant base fee of $200 per month is charged for the following services:

The NSCC charges an activity charge of $.175 per inputted transaction. Transactions include purchases, redemptions and exchanges.

- $.30 per hundred records, per month, for one to 500,000 records; there is a $50 per month minimum processing charge
- $.20 per hundred records, per month, for 500,001 to 1,000,000 records
- $.10 per hundred records, per month, for 1,000,001 records and above

- $325.00 per month

SETTLING BANK FEES

The fund may be charged fees by the Funds Settling Bank at which the net settlement account resides for monthly maintenance of this account. These are negotiated directly between the Fund and the Settling Bank.

Base Fee (per intermediary per month)                             $114.33
Phone Calls (inbound/outbound)                                    $4.57 (1)

Transactions:

         Manual Same Day (T) Processing/Settlement
         Environments (not processed until money received)        $4.00/each (1)

         Manual or Automated Non-Same Day (T+x) Processing/
         Settlement Environments (systematic "as-of" T Nav,
         adjusted supersheets, expedited money movement)          $12.57/each

All Inbound Electronic Data Transmissions

         Data Transmissions/Interfaces:
         First 10 Intermediaries                             $58/intermediary/mo
         Next 15 Intermediaries                              $45/intermediary/mo
         Intermediaries over 25                              $35/intermediary/mo

Initial Set-up                          Standard Programming/Client Services Fee


Note:  DST  will  assess  charges  to  receivers  of  outbound  electronic  data

transmissions comprised of an initial setup fee, and a monthly fee based on the number of management companies being accessed.

(1) If the Transfer Agency fee agreement has lower stated rates for phone calls and manual same day (T) transactions DST will honor those stated rates.

EXHIBIT B.1

FUND CLOSING / DECONVERSION FEE SCHEDULE

Fees effective as of fund closing or deconversion:

Closed Accounts As stated in fee schedule

Closed CUSIP Fee $172 per closed CUSIP per month Above charges are effective through May of the following year to compensate DST for tax reporting and statement production.

Programming

As required at DST's then current standard rates.

Reimbursable Expenses

This schedule does not include reimbursable expenses that are incurred on the Fund's behalf. Examples of such reimbursable expenses include but are not limited to forms, postage, mailing services, telephone line/long distance charges, transmission of statement data for remote print/mail operations, remote client hardware, document storage, tax certification mailings, magnetic tapes, printing, microfiche, Fed wire bank charges, ACH bank charges, NSCC charges, as required or incurred, etc. Reimbursable expenses are billed separately from Account Maintenance and Programming fees on a monthly basis.

EXHIBIT B.2

INSTITUTIONAL MANUAL TRANSACTIONS

The Institutional Manual transaction charge listed on page 1 of the fee schedule applies to new management companies added after April 1, 2006. The following management companies are grandfathered and not assessed this charge:

Acadian
Analytic
Cambiar
Edgewood
Fiduciary Management Association First Manhattan
Haverford
HGK

Investment Counselors of Maryland
LSV

McKee
Rice Hall James
Sterling
Thompson, Siegel, and Walmsley
Westwood

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Tel. 202.739.3000
Fax: 202.739.3001
www.morganlewis.com

May 23, 2012

The Advisors' Inner Circle Fund
101 Federal Street
Boston, MA 02110

Re:         Opinion of Counsel Regarding Post-Effective Amendment No. 190 to the
            Registration Statement Filed on Form N-1A Under the Securities Act
            of 1933 (File No. 033-42484)

Ladies and Gentlemen:

We have acted as counsel to The Advisors' Inner Circle Fund (the "Trust"), a Massachusetts voluntary association (commonly known as a business trust), in connection with the above-referenced registration statement (as amended, the "Registration Statement") which relates to the Trust's units of beneficial interest, with no par value per share (collectively, the "Shares") of the following portfolios of the Trust: the Citi Market Pilot 2020 Fund, Citi Market Pilot 2030 Fund and Citi Market Pilot 2040 Fund (the "Funds"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 190 to the Registration Statement (the "Amendment") to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933 (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, the following documents:

(a) a certificate of the Commonwealth of Massachusetts as to the existence of the Trust;

(b) the Trust's Amended and Restated Agreement and Declaration of Trust and all amendments and supplements thereto (the "Declaration of Trust") and the Second Amended and Restated By-Laws (the "By-Laws");

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

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

In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies, of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers or representatives of the Funds. 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 Declaration of Trust and By-Laws, and for the consideration described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the Commonwealth of Massachusetts.

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 and Bockius, LLP
----------------------------------

                                   SCHEDULE K
                                       TO
                        THE ADVISORS' INNER CIRCLE FUND
                        AMENDED AND RESTATED RULE 18F-3
                              MULTIPLE CLASS PLAN
                            DATED FEBRUARY 21, 2007

                                   CITI FUNDS

--------------------------------------------------------------------------------
FUND                                    A SHARES           I SHARES
--------------------------------------------------------------------------------
Citi Market Pilot 2020 Fund                X                  X
--------------------------------------------------------------------------------
Citi Market Pilot 2030 Fund                X                  X
--------------------------------------------------------------------------------
Citi Market Pilot 2040 Fund                X                  X
--------------------------------------------------------------------------------

EXHIBIT K.1

CITI MARKET PILOT 2020 FUND
CITI MARKET PILOT 2030 FUND
CITI MARKET PILOT 2040 FUND

CERTIFICATE OF CLASS DESIGNATION

A Shares of each of the Funds are sold subject to a front-end sales charge. The front-end sales charges are indicated on the following table.

Additionally, A Shares are also subject to a Rule 12b-1 fee. The Trust, on behalf of the Funds, will reimburse the distributor annually for expenses incurred in connection with its distribution activities under the distribution plan approved by the Board of Trustees, not to exceed an annual rate of 0.25% of each Fund's average daily net assets attributable to the A Shares of each Fund. Such activities include those associated with the promotion and sale of the Fund's A Shares including, without limitation, travel and communication expenses and expenses for the compensation of and benefits for sales personnel. A Shares are subject to a shareholder service plan under which the Funds may pay an annual fee up to 0.25% of assets attributable to A Shares (the "Plan"). The fee is used to compensate service providers for services and expenses incurred in connection with shareholder or account maintenance and other services to A Shares shareholders
(including, where applicable, any underlying beneficial owners)
identified in the Plan.

The following table shows the load waived sales charge on A Shares of the Funds:

---------------------------------------------------------------------------------------------------
         Investment                                 Sales Charge - %             Sales Charge - %
                                                    of Offering Price            of Net Investment
---------------------------------------------------------------------------------------------------
         Less than $100,000                               4.50%         4.71%
---------------------------------------------------------------------------------------------------
         $100,000 but less than $250,000                  3.50%         3.63%
---------------------------------------------------------------------------------------------------
         $250,000 but less than $500,000                  2.50%         2.56%
---------------------------------------------------------------------------------------------------
         $500,000 but less than $1,000,000                2.00%         2.04%
---------------------------------------------------------------------------------------------------
         $1,000,000 and over*                             None          None
---------------------------------------------------------------------------------------------------

* A contingent deferred sales charge (CDSC) will be charged on certain purchases of $1,000,000 or more that are redeemed within 18 months of purchase.

A Shares are available to individual and institutional investors and require a minimum initial investment.

A Shares of each Citi Fund may be exchanged for A Shares of each other Citi Fund in accordance with the procedures disclosed in the Fund's prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors.

o Each A Shares shareholder will have one vote for each full A Share held and a fractional vote for each fractional A Share held. A Shares shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to the A Shares (such as a distribution plan or service agreement relating to the A Shares), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the A Shares shareholders differ from the interests of holders of any other class.

A Shares do not have a conversion feature.

EXHIBIT K.2

CITI MARKET PILOT 2020 FUND
CITI MARKET PILOT 2030 FUND
CITI MARKET PILOT 2040 FUND

CERTIFICATE OF CLASS DESIGNATION

I Shares are sold without a load or sales charge, and do not impose a shareholder service fee or asset-based sales charge.

I Shares are principally designed for purchase by institutional investors, subject to the minimum investment requirement described in the Fund's prospectus.

I Shares of each Citi Fund may be exchanged for I Shares of each other Citi Fund in accordance with the procedures disclosed in each Fund's prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors.

Each I Share shareholder will have one vote for each full I Share held and a fractional vote for each fractional I Share held. I Share shareholders will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to its distribution or shareholder servicing arrangements; (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the I Share shareholders 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.

I Shares do not have a conversion feature.

CODE OF ETHICS

AS REQUIRED BY THE INVESTMENT ADVISERS ACT OF 1940

JUNE 15, 2011

CITIGROUP FIRST INVESTMENT MANAGEMENT AMERICAS LLC

Issued 6/15/11

TABLE OF CONTENTS

I. GENERAL PRINCIPLES .....................................................1

II. STANDARDS OF BUSINESS CONDUCT .........................................2

1. Compliance with Laws and Regulations ...........................2
2. Conflicts of Interest ..........................................2
3. Insider Trading ................................................4
4. Gifts and Entertainment. .......................................4
5. Political and Charitable Contributions. ........................6
6. Confidentiality. ...............................................6
7. Service on a Public Company Board of Directors. ................6
8. Other Outside Activities. ......................................6
9. Marketing and Promotional Activities. ..........................6

III. ACCESS PERSON REPORTS ................................................7
1. Holdings Reports. ..............................................7
2. Duplicate Confirmations ........................................7

IV. ADMINISTRATION AND ENFORCEMENT OF THE CODE ............................8
1. Annual Certification of Code of Ethics Compliance. .............8
2. Training and Education .........................................8
3. Annual Review ..................................................8
4. Records. .......................................................8
5. Reporting Violations ...........................................8
6. Contacts for Further Information Regarding the Code. ...........8
7. Delegation. ....................................................8

EXHIBIT A - HOLDINGS REPORT
EXHIBIT B - CODE OF ETHICS CERTIFICATION

ANNEX I - CHIEF COMPLIANCE OFFICER INFORMATION
APPENDIX 1 - PERSONAL INVESTMENTS POLICY

Issued 6/15/11

I. GENERAL PRINCIPLES

Citigroup First Investment Management Americas LLC (the "Adviser") has an overarching fiduciary duty to its clients and it is the obligation of the Adviser's personnel to uphold that fundamental duty.

The Adviser does not expect its personnel to be its own employees. The Adviser is an affiliate of Citigroup and expects that Adviser activities that would typically be performed by employees will be performed by employees of other Citigroup affiliates. Such employees of other Citigroup affiliates are "Supervised Persons" of the Adviser. "Supervised Person" also includes any director, officer, partner or member of the Adviser (or other persons occupying a similar status or performing similar functions); employees of the Adviser (if any); and any other person who provides advice on behalf of the Adviser and is subject to the Adviser's supervision and control. For the avoidance of doubt, depending on the circumstances, any of the following who provide services to the Adviser generally provided by the Adviser's employees may be a Supervised Person: temporary workers; consultants; independent contractors; or particular persons designated as such by the Adviser's Chief Compliance Officer identified on Annex I. All Access Persons (as defined below) are Supervised Persons. For convenience, the term employee and variations thereof, such as employment, may be used in this Code of Ethics. Such term includes all Supervised Persons and their employment with affiliates of the Adviser, as the context requires.

The Adviser believes the following principles ("General Principles") are a significant component of maintaining an ethical culture at the Adviser:

o Supervised Persons of the Adviser must at all times place the interests of clients first and should not take inappropriate advantage of their positions.

o All personal securities transactions should be conducted in such a manner as to be consistent with this Code of Ethics, the Adviser's Personal Investments Policy attached as Appendix 1, the Citi Code of Conduct. the Citi Insider Trading Policy, Citigroup ICG Employee Trading Policy and all other policies of the Adviser and its affiliates applicable to Adviser personnel and to avoid any actual or potential conflict of interest or any abuse of a Supervised Person's position of trust and responsibility.

o Information concerning the identity of security holdings and financial circumstances of clients is confidential.

o Our independence in the investment decision-making process is paramount.

The General Principles discussed in this Section govern all aspects of the Adviser's business conduct, whether or not the conduct also is covered by more specific standards and procedures set forth below. This Code of Ethics, required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), applies to all Supervised Persons of the Adviser. The Adviser's Compliance Manual also addresses a number of the topics that are addressed in this Code of Ethics. In addition, a number of policies have been adopted that apply to all Citigroup employees or particular groups of employees. Supervised Persons are

responsible for compliance with all Citigroup policies applicable to them. All such separately maintained policies and procedures are maintained in the files of Compliance and are available on the Adviser's intranet site.

Failure to comply with this (or any applicable, separately maintained policies and procedures) is a serious matter and could result in disciplinary action, including termination of employment by the Adviser or its affiliates and/or sanctions by respective regulatory authorities.

For additional information about this Code of Ethics or any other ethics-related matters, please contact the individual identified in Annex I.

II. STANDARDS OF BUSINESS CONDUCT

Rule 204A-1 under the Advisers Act requires investment advisers to adopt standards of business conduct to be upheld by each Supervised Person. These standards of business conduct and the General Principles outlined above reflect the principles underlying each Supervised Person's fiduciary obligation to the Adviser's clients.

1. COMPLIANCE WITH LAWS AND REGULATIONS.

Supervised Persons must comply with applicable Securities Regulatory Laws and Regulations. Supervised Persons are not permitted to engage or be involved in any activity which constitutes market misconduct, including:

(i) market manipulation (including without limitation circulation of sensational rumors that might reasonably be expected to affect market conditions);

(ii) front running;

(iii) dissemination of information about illegal transactions;

(iv) disclosure of false or misleading information for the purpose of inducing transactions;

(v) fraudulent or deceptive devices or practice in securities transactions; or

(vi) insider trading.

2. CONFLICTS OF INTEREST.

As a fiduciary, the Adviser has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty will be best achieved by trying to avoid conflicts of interest and, if unavoidable, by fully disclosing to the Chief Compliance Officer all material facts concerning any conflict that does arise with respect to any client and, as appropriate, following policies and procedures designed to limit the impact of the conflict on any affected client. In addition, certain transactions involving conflicts are subject to strict conditions or prohibited under the Advisers Act and/or the Investment Company Act, as set forth in the Adviser's and Registered Funds' Compliance Manuals. The Adviser discloses its

material conflicts of interest in its Form ADV or in other materials delivered to a prospective client or a client before or at the time it enters into an investment management agreement with the client.

Individuals subject to this Code of Ethics are strongly encouraged to avoid situations that have even the appearance of conflict or impropriety.

o Conflicts Among Client Interests. Conflicts of interest may arise where the Adviser or its Supervised 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 Supervised Persons have made material personal investments, accounts of close friends or relatives of Supervised Persons). Inappropriate favoritism by a Supervised Person of one client over another client that would constitute a breach of fiduciary duty is prohibited.

o Competing with Client Trades. Supervised Persons are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions also are addressed the Adviser's Personal Investments Policy and other policies of the Adviser or its affiliates applicable to Adviser personnel.

o Disclosure of Personal Interest. Supervised Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer, or his designee. If such designated person deems the disclosed interest to present a material conflict, the designated person may limit or prohibit the Supervised Person's participation in any decision-making process regarding the securities of that issuer.

o Referrals/Brokerage. Supervised Persons must act in the best interests of the clients regarding execution and other costs paid by clients for brokerage services. In doing so, Supervised Persons must adhere to the Adviser's Compliance Manual, as applicable.

o Counterparties, Vendors and Suppliers. Supervised Persons must disclose to the Chief Compliance Officer, or his designee, any personal investments or other interests in counterparties, vendors or suppliers with respect to which the person negotiates or makes decisions or recommendations on behalf of the Adviser. If such designated person deems the disclosed interest to present a material conflict, the designated person may limit or prohibit the Supervised Person's participation in negotiating or making decisions or recommendations regarding the Adviser's business with those companies.

o No Transactions with Clients. Supervised Persons are not permitted to knowingly sell to or purchase from a client any security or other property, except securities issued by the client.

3. INSIDER TRADING.

Pursuant to Section 204A of the Advisers Act, all Supervised Persons are prohibited from trading either personally or on behalf of others for any Covered Account, as defined in the Adviser's Personal Investments Policy, any client account or any other account, while in possession of material, nonpublic information. Supervised Persons are also prohibited from communicating material, nonpublic information to others in violation of the law. See also the Adviser's Personal Investments Policy, the Citigroup ICG Employee Trading Policy and Citigroup Policy on Confidential Information and Chinese Walls.

Supervised Persons must give notice to the Chief Compliance Officer of brokerage accounts, maintain brokerage accounts using Citi in-house accounts, pre-clear certain personal securities trades and obtain pre-approval from their Supervisor for certain personal securities trades, all as described in the Adviser's Personal Investments Policy. See also Section III below.

4. GIFTS AND ENTERTAINMENT.

A conflict of interest occurs when the personal interests of a Supervised Person interferes or could potentially interfere with such Supervised Person's responsibilities to the Adviser and its clients. Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, they should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the Adviser or a Supervised Person.

o Gifts. No Supervised Person may accept any gift, service or other thing of more than de minimis value from any person or entity that does business with or on behalf of the Adviser. No Supervised Person may give or offer any gift of more than de minimis value to existing clients, prospective clients or any entity that does business with or on behalf of the Adviser without pre-approval by the Chief Compliance Officer or his designee. The Chief Compliance Officer or his designee shall maintain a gift log identifying all requests and information as to approvals.

Gifts received that exceed the gift limit must be reported to the Supervised Person's Supervisor and Compliance, and returned or donated to a charitable organization. Donations are to be made in the name of the Adviser and the Supervised Person may not use the donation as a tax deduction. For the purposes of this policy, any gift in excess of a value of $100 per year will be deemed to be more than de minimis value. If for diplomatic reasons, it would be inappropriate not to accept a more valuable gift, the Supervised Person should discuss with Compliance the disposition of the gift.

o Cash. No Supervised Person may give or accept cash gifts or cash equivalents to or from a client, prospective client or any entity that does business with or on behalf of the adviser.

o Entertainment. Participation in entertainment events serves a useful business purpose to permit discussion of business, business needs and to strengthen the business relationship. However, no Supervised 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 business with or on behalf of the Adviser. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event of reasonable value, if the person providing the entertainment is present. For purposes of this policy no Supervised Person may accept a meal with a value in excess of $150, or any entertainment with a value in excess of $250 per person without prior approval of his Supervisor. Tickets to a sporting event, unaccompanied by the provider, are considered to be a gift, not entertainment and thus subject to the de minimis value standard as defined above.

o Special Events. A special event is a form of entertainment, at a special location, where the sponsor will pay for the attendees' airfare and/or lodging. The purpose for attending a special event would be to strengthen a client relationship or gain further industry knowledge that will benefit current Adviser business. When such an event occurs, Supervised Persons must seek the approval of Compliance and their Supervisor in advance of attending. Generally, the Adviser's policies will not permit the sponsor to pay for airfare in connection with the event.

o Solicited Gifts. The Adviser's Supervised Persons are prohibited from soliciting (for themselves or the Adviser) gifts or anything of value. This prohibition extends to a Supervised Person using his or her position with the Adviser to obtain anything of value from a client, supplier, person to whom the Supervised Person refers business or any other entity with which the firm does business.

o Referrals. Supervised Persons may not make referrals to clients (e.g., of accountants, attorneys or the like) if the Supervised Person expects to benefit in any way.

o Government Officials. Laws or rules in various jurisdictions prohibit or strictly limit gifts or entertainment extended to public officials, and the Adviser and Supervised Persons must comply with all such laws and rules. For detailed information on such limitations, contact Compliance. In addition, see
Section 5 below for restrictions on political and charitable contributions, including requirements under Rule 206(4)-5 under the Advisers Act.

As indicated in Section I above, Supervised Persons may be subject to other gift policies established by other Citi-affiliated businesses. In the event of a conflict, the more restrictive policy applies. Any questions may be directed to the Chief Compliance Officer.

5. POLITICAL AND CHARITABLE CONTRIBUTIONS.

Supervised Persons are prohibited from making political contributions that could be perceived as intended to influence obtaining or retaining contracts with government entities. In addition, Supervised Persons are prohibited from considering the Adviser's current or anticipated business relationships as a factor in soliciting political or charitable donations. Supervised Persons must preclear with Compliance any political contribution except contributions of a legal amount to a candidate for U.S. President or U.S. Congress who at the time does not hold a state or local office (unless pre-clearance is required by the Adviser's Political Contributions (Pay-to-Play) Procedures (the "Pay-to-Play Policies")).

Supervised Persons are subject to various Citigroup policies in connection with contributions and related policies, including without limitation the Adviser's Pay-to-Play Policies and the Citi Procedure on Activities Involving U.S. Public Officials. In the event of a conflict, the more restrictive policy applies. Any questions may be directed to the Chief Compliance Officer.

6. CONFIDENTIALITY.

Subject to the Compliance Manual, Citigroup's Confidential and Material Non-Public Information Policy and Citigroup's Global Wall Crossing Policy Procedures, Supervised Persons must keep all information about clients (including former clients) in strict confidence, including the client's identity (unless the client consents), the client's financial circumstances, the client's security holdings and advice furnished to the client by the Adviser.

7. SERVICE ON A PUBLIC COMPANY BOARD OF DIRECTORS.

The Adviser normally does not permit Supervised Persons to be directors of publicly traded companies, except as a representative of Citigroup and with the approval of the Global Fiduciary Head and the Chief Compliance Officer in accordance with applicable Fiduciary Policies.

8. OTHER OUTSIDE ACTIVITIES.

The Adviser discourages Supervised Persons from engaging in outside business or investment activities that may interfere with their duties with the Adviser. Any outside business affiliations, including directorships of private companies, consulting engagements or public/charitable positions, are prohibited without the prior written approval of the Chief Compliance Officer or his designee. Regardless of whether an activity is specifically addressed in these policies, Supervised Persons should disclose to the Chief Compliance Officer or his designee any personal interest that might present a conflict of interest or harm the reputation of the Adviser. See also Citigroup's Policy for Outside Activities and Compliance Manual.

9. MARKETING AND PROMOTIONAL ACTIVITIES.

All oral and written statements, including those made to clients, prospective clients, their representatives or the media, must be professional, accurate, balanced and not misleading in any

way and in compliance with applicable laws, rules, regulations and regulatory guidance. See also Compliance Manual.

III. ACCESS PERSON REPORTS

All Supervised Persons are subject to the Adviser's Personal Investments Policy with regard to any personal trading in any Covered Account. In addition, all Access Persons (as defined below and determined and notified by the Chief Compliance Officer) must submit to the Chief Compliance Officer Holdings Reports and Transaction Reports including the information and in accordance with the timing described below. The Chief Compliance Officer has designated the Information Barrier Surveillance Group ("IBSG") to receive these reports.

"Access Person" means any Supervised Person who has access to nonpublic information regarding any clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any Reportable Fund, as defined below, and any Supervised Person who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic, including portfolio managers, analysts and traders. All directors, officers and partners of the Adviser are presumed to be Access Persons. "Reportable Fund" means any registered investment company for which the Adviser serve as an investment adviser or whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser.

1. HOLDINGS REPORTS.

Access Persons must submit to the IBSG a report of all holdings in all "securities", as defined in the Personal Investments Policy ("Reportable Securities"), within 10 days of becoming an Access Person and thereafter on an annual basis ("Holdings Report"). The Holdings Report must include: (i) the title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership; (ii) the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person's direct or indirect benefit; and (iii) the date the report is submitted. Please use Exhibit A for filing your Holdings Report.

The information supplied must be current as of a date no more than 45 days before the annual report is submitted. For new Access Persons, the information must be current as of a date no more than 45 days before the person became an Access Person.

2. DUPLICATE CONFIRMATIONS

The Adviser's Personal Investments Policy requires that each Supervised Person promptly report any Covered Account to the IBSG, which will arrange for the brokerage firm to provide duplicate confirmations to the Adviser for any transaction in Reportable Securities in such account. Such duplicate brokerage confirmations or statements and compliance with the Personal Investments Policy will exempt such Access Person from completing and submitting quarterly Transaction Reports.

IV. ADMINISTRATION AND ENFORCEMENT OF THE CODE

1. ANNUAL CERTIFICATION OF CODE OF ETHICS COMPLIANCE.

All Supervised Persons are required to certify in writing substantially in the form attached as Exhibit B that they have: (a) received a copy of this Code of Ethics; (b) read and understand all provisions of this Code of Ethics; and (c) agreed to comply with the terms of this Code of Ethics. The Chief Compliance Officer will notify Supervised Persons of any amendments to this Code of Ethics. All Supervised Persons must annually renew their certifications. The Code of Ethics certification may be combined with the Compliance Manual certification and / or any other certification applicable to a Supervised Person.

2. TRAINING AND EDUCATION.

The Chief Compliance Officer (or his or her delegate) is responsible for training and educating Supervised Persons regarding this Code of Ethics. Such training will occur periodically, and Supervised Persons directed to attend a particular session are required to attend that session and/or read any applicable materials. Reasonable scheduling accommodations will be made for travel and other appropriate grounds in the discretion of the Chief Compliance Officer.

3. ANNUAL REVIEW.

The Chief Compliance Officer will review at least annually the adequacy of this Code of Ethics and the effectiveness of its implementation. Such review will include a report to the Adviser's senior management.

4. RECORDS.

Records regarding this Code of Ethics will be kept in accordance with Rules 204-2(a)(12) and (13) and the Recordkeeping Procedures section of the Compliance Manual.

5. REPORTING VIOLATIONS.

All Supervised Persons must report violations of this Code of Ethics promptly to the Chief Compliance Officer. Such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code of Ethics.

6. CONTACTS FOR FURTHER INFORMATION REGARDING THE CODE.

For additional information about this Code of Ethics or any other ethics-related questions, please contact the Chief Compliance Officer identified on Annex I.

7. DELEGATION.

The Chief Compliance Officer may designate other appropriate persons to implement the policies and procedures in, and carry out the activities assigned to the Chief Compliance Officer

in, this Code of Ethics to the same extent as he or she can designate such persons under the Compliance Manual.

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          TITLE AND                  NUMBER OF SHARES
          EXCHANGE                   AND PRINCIPAL       BROKER, DEALER
          TICKER SYMBOL   TYPE OF    AMOUNT (IF          OR BANK IN WHICH
#         OR CUSIP        SECURITY   APPLICABLE)         SECURITY IS HELD
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Signature:____________________________________ Date:

EXHIBIT B

CITIGROUP FIRST INVESTMENT MANAGEMENT AMERICAS LLC
CODE OF ETHICS CERTIFICATION

I hereby certify that:

I have received a current copy of the Citigroup First Investment Management Americas LLC Code of Ethics as of ________, 2011 and I agree to comply with this Code.

[For annual reports:] I have complied with the Code during the past year and have made all required reports.

Date:

ANNEX I

CHIEF COMPLIANCE OFFICER INFORMATION

Effective April 13, 2011, the Adviser's Chief Compliance Officer is.

Michael A. Koplowitz

The address, telephone number, fax and e-mail address of the Chief Compliance Officer appear below:

Citi First Investment Management Americas LLC 390 Greenwich Street
3rd Floor
NY, NY 10013

Tel (212) 723-9457

Fax (866) 285-5126
Michael.koplowitz@citi.com

APPENDIX 1

CITIGROUP FIRST INVESTMENT MANAGEMENT AMERICAS LLC

PERSONAL INVESTMENTS POLICY

CITIGROUP FIRST INVESTMENT MANAGEMENT AMERICAS LLC

PERSONAL INVESTMENTS POLICY

June 15, 2011

This Personal Investments Policy (the "Policy" or "Policies") applies to all Supervised Persons, as defined below, of Citigroup First Investment Management Americas LLC (the "Adviser"). The Adviser does not expect its personnel to be its own employees. The Adviser is an affiliate of Citigroup and expects that Adviser activities that would typically be performed by employees will be performed by employees of other Citigroup affiliates. Such employees of other Citigroup affiliates are "Supervised Persons" of the Adviser. "Supervised Person" also includes any director, officer, partner or member of the Adviser (or other persons occupying a similar status or performing similar functions); employees of the Adviser (if any); and any other person who provides advice on behalf of the Adviser and is subject to the Adviser's supervision and control. For the avoidance of doubt, depending on the circumstances, any of the following who provide services to the Adviser generally provided by the Adviser's employees may be a Supervised Person: temporary workers; consultants; independent contractors; or particular persons designated as such by the Adviser's Chief Compliance Officer.

The purpose of these Policies is to ensure that investment activities by Supervised Persons do not intentionally or inadvertently violate applicable laws and regulations, do not give the appearance of inappropriate activity or conflict of interest, and do not interfere with investment activities for corporate or fiduciary portfolios. While these Policies are designed to address both identified and potential conflicts, they cannot possibly be written broadly enough to cover all potential situations. Supervised Persons accordingly are expected to adhere not only to the letter, but also the spirit, of these Policies.

Violation of these Policies is a serious matter and can not only cause embarrassment, loss of business, fines and other legal restrictions for the Adviser but also can lead to disciplinary action for the persons involved. Failure to comply with this (or any applicable, separately maintained policies and procedures) and could result in disciplinary action, including termination of employment by the Adviser or its affiliates and/or sanctions by respective regulatory authorities.

These Policies are in addition to other applicable Citigroup policies, including without limitation the Confidential and Material Non-Public Information Policy, the Global Wall Crossing Policy and Procedures, the Citi ICG Employee Trading Policy, the Adviser's Compliance Manual and the Adviser's Code of Ethics.
SUPERVISED PERSONS MUST NEVER TRADE IN A SECURITY OR COMMODITY WHILE IN POSSESSION OF MATERIAL, NON-PUBLIC INFORMATION ABOUT THE ISSUER OR THE MARKET FOR THOSE SECURITIES OR COMMODITIES, EVEN IF SUCH PERSON HAS SATISFIED ALL OTHER REQUIREMENTS OF THESE POLICIES.

Information concerning your personal investments will be kept confidential and used only for purposes of administering the Policy and related policies of the Adviser and its affiliates and assuring compliance with their requirements. Supervisors and other appropriate business

management, legal, compliance and risk management personnel will be informed of violations of these policies.

If you have any questions regarding the application of the Policy, please contact the Chief Compliance Officer identified on Annex I.

I. COVERAGE

A. COVERED ACCOUNTS

In the absence of an exception, this Policy applies to transactions in securities (as defined in Section I.D below) and related financial instruments in "Covered Accounts." A Covered Account is any account (including Individual Retirement Accounts ("IRAs") in which a Supervised Person has a financial interest or has the power, directly or indirectly, to make or influence investment decisions. Included within the definition are accounts of (i) a Supervised Person's spouse or domestic partner; (ii) a Supervised Person's minor children and any other related individuals who reside in the same house with or are financially dependent upon the Supervised Person; (iii) any other individual to whose financial support the Supervised Person materially contributes; and
(iv) any account for which a Supervised Person is the trustee or fiduciary or has power of attorney.

B. ACCOUNTS TO BE MAINTAINED AT CITIGROUP

Supervised Persons are required to maintain Covered Accounts at broker dealers affiliated with Citigroup. Permission to maintain an account at an unaffiliated broker dealer will be considered in cases involving: (i) accounts required to be maintained at a spouse's employer; (ii) accounts managed by professional money managers; (iii) trust and estate accounts; (iv) accounts containing non transferable proprietary products of other broker dealers, and (v) accounts the transfer of which would entail special hardship.

C. EXCLUDED ACCOUNTS

These policies do not apply to (i) fully discretionary or managed accounts with professional money management organizations where the Supervised Person receives portfolio transaction information not more often than monthly; (1) (ii) estate or trust accounts in which a Supervised Person has a beneficial interest but no power to affect or ability to influence investment decisions, (iii) accounts at mutual funds that hold only shares of open-end funds purchased directly from that fund company provided that the account does not by its terms allow for the execution of securities or commodities transactions; (iv) certificate of deposit, money market, savings or checking accounts at banks provided that the account does not by its terms allow for the execution of securities transactions; and (v) direct investment programs which allow the purchase of securities directly from the issuer without the intermediation of a broker-dealer provided that the timing and size of the purchases are established by a pre-arranged schedule.

If a Supervised Person's spouse, domestic partner, adult child, or any other relative maintains an investment account and lives with the Supervised Person, the Supervised Persons may request an exemption from the Chief Compliance Officer in order to exclude the account from the Policy, provided the following conditions are met: (i) the holder has an independent source of income or assets, and (ii) the Supervised Person has no financial interest, is not a joint account holder, and has no ability to control or influence the investment decisions over the assets.

D. SECURITIES AND RELATED FINANCIAL INSTRUMENTS

For purposes of this policy, the term "securities" includes stocks, bonds, mutual funds, sovereign debt, debentures and other evidence of indebtedness including senior debt, subordinated debt and investment contracts, commodity contracts, futures and all other derivative instruments such as options, warrants regardless of whether they are privately or publicly traded. However, certain financial instruments that do not present compliance issues are not considered to be "securities" for these purposes and are exceptions to this policy. These excluded instruments are: U.S. government and agency securities (or related derivatives), interests in 529 plans, short-term money market instruments, commodity contracts, commodity and open-end mutual funds that do not have the Adviser or an affiliate as an adviser or principal underwriter, certificates of deposit, futures on broad based stock indices, as well as trust securities that replicate broad-based stock indices (ETFs that are organized as mutual funds).

II. BASIC RULES

A. No transaction may be completed for a Covered Account if the Supervised Person has any material nonpublic information regarding the issuer or an affiliated issuer. Supervised Persons should refer to applicable Citigroup policies, including without limitation the Confidential and Material Non-Public Information Policy, the Global Wall Crossing Policy and Procedures, the Citi ICG Employee Trading Policy, the Adviser's Compliance Manual and the Adviser's Code of Ethics for further information about material nonpublic information and obligations in such a situation.

B. No transaction may be completed for a Covered Account in any security that is included on a restricted list to which that Covered Account is subject. In addition, no transaction in any security may be completed for a Covered Account that (i) will violate any applicable laws or regulations, (ii) could give the appearance of inappropriate activity or a conflict of interest, or (iii) could disadvantage or interfere with investing or securities trading activities by firm or customer accounts.

1. Supervised Persons whose job functions relate to portfolio investment are prohibited from selling short for Covered Accounts any security or related convertible security owned by the portfolios for which they are responsible. Similarly, buying for Covered Accounts any security or related convertible security sold short by those portfolios is prohibited. Supervised Persons are also prohibited from using derivatives to effect economically equivalent transactions.

2. Transactions for Covered Accounts in any security at any time that transactions of any sort in the security or related convertible security are under consideration for any of the portfolios to which the Supervised Person's job function relates are strongly discouraged. Certain black-out periods during which trades in such securities are prohibited apply to Supervised Persons whose responsibilities include the management of securities investments for third parties). Those black-out periods are set forth in
Section IV.A. of this Policy.

C. No short-term transaction in any security may be completed for a Covered Account. Securities may only be purchased for investment purposes, and speculative or excessive trading is discouraged.

1. Supervised Persons may not effect the purchase and sale, or short sale and cover, of the same or equivalent securities within 15 calendar days. Securities may be sold, or a short position covered, on the 16th day after the position was established. A hedge is the only offsetting transaction that may be effected within 15 days after the initial transaction is completed.

2. A shorter holding period may be allowed in unusual circumstances to avoid personal hardship with the prior written approval of the Chief Compliance Officer. An exception may be granted when the value of a Supervised Person's investment has significantly declined from the original acquisition price. However, this exception will not be granted repeatedly to permit what amounts to speculative short-term trading.

3. Citigroup securities received as part of a Supervised Person's compensation are exempt from the 15-day holding period. [These include CAP shares that have vested and shares received upon the exercise of options whose resale restrictions have expired. Exercises and reloads of Citigroup stock options are also exempt from the 15-day holding period].

D. Subject to the limitations set forth below, Supervised Persons may buy or sell derivative instruments such as individual stock options, options and futures on stock indexes and options and futures on fixed income securities. Except as otherwise provided herein, these transactions must comply with the pre-clearance, 15-day holding period and other restrictions of the Policy.

1. Subject to the 15-day holding period, Supervised Persons may hedge a long stock position by selling calls or purchasing puts on that stock or may hedge a short stock position by purchasing calls on that stock. However, the 15-day holding period does not apply to individual stock options that are part of a hedged position where the underlying stock has been held for more than 15 days and the entire position (including the underlying security) is closed out.

2. Supervised Persons may buy a call option, buy a put option or sell a put option on a stock such persons do not own, but may not sell a call option without owning the underlying common stock. In addition, Supervised Persons may not effect a short (or uncovered) sale of a narrow-based stock index option. The foregoing applies to options on common stock other than Citigroup, which is governed by special rules.

E. The Chief Compliance Officer may grant discretionary exceptions on a case-by-case basis to the general pre-clearance rule, the 15-day holding period or to other elements of this Policy if appropriate under the circumstances. Requests for and approvals of exceptions must be in writing. An approval must be received before it may be acted on.

III. PRE-CLEARANCE RULE

A. GENERAL RULE

1. Absent an exception, each transaction in any security must receive prior written approval from the Information Barrier Surveillance Group ('IBSG") and the transaction must be completed on the same day that approval was obtained. (Note that trades in options on individual stocks, including rollovers, must be pre-cleared).

2. Good-Till-Cancelled Orders (GTC) are permitted, and need only receive pre-approval one time provided the Supervised Person does not amend the original order. If the Supervised Person wishes to amend or cancel the GTC order, he must first receive approval from the IBSG.

3. In order to obtain a pre-clearance, the Supervised Person must call the IBSG at 1-866-369-2074.

4. The information provided by the Supervised Person must include any potential conflicts of interests together with a certification that the transaction will not interfere with the ability of the Adviser and customers to transact in the security.

B. EXCEPTIONS TO THE PRE-CLEARANCE RULE

There are several automatic exceptions to the general pre-clearance rule for which a separate written exception from the Chief Compliance Officer is not necessary. However, compliance with the other rules in Sections IV through VI below is still required. These automatic exceptions cover the following transactions:

1. Transactions in closed-end mutual funds not advised by the Adviser or an affiliate. (Transactions in Citigroup Corporate Loan Fund must be pre-cleared.)

2. Transactions in company-sponsored stock purchase programs, rights offerings and involuntary situations (such as tendering into a merger).

3. Municipal and sovereign securities. (NOTE: CITIGROUP MUNICIPAL INVESTMENTS EMPLOYEES ARE REQUIRED TO PRE-CLEAR DESIGNATED TRANSACTIONS IN MUNICIPAL SECURITIES WITH THEIR BUSINESS HEAD.)

4. All other financial instruments excluded from the term "securities" in Section I.C above.

IV. OTHER RULES

A. BLACK-OUT PERIODS

Certain black-out periods apply to Supervised Persons. For one business day before or after a day on which an investment company or other account managed by the Adviser buys or sells a security, no Supervised Person of the Adviser may buy or sell the security (or a related security). For five (5) business days before or after a day on which an investment company or other account managed by the Adviser buys or sells a security, no Supervised Person of the Adviser who is a portfolio manager or trader for the account may purchase or sell the security (or a related security). Any profits realized on such a trade must be disgorged. Municipal securities are covered by this blackout requirement. Notwithstanding this general blackout requirement, transactions exempt from pre-clearance under this Policy also are exempt from this blackout requirement.

B. INITIAL PUBLIC OFFERINGS

Supervised Persons may not purchase equity securities in an Initial Public Offering. However, the participation in an IPO of a closed-end mutual fund is permitted, subject to prior written approval from the Supervised Person's supervisor [and the Chief Compliance Officer].

C. PRIVATE EQUITY/ LIMITED PARTNERSHIPS/ HEDGE FUNDS/ PRIVATE PLACEMENTS OR OTHER LIMITED OFFERINGS

In addition to any other clearance or approval requirements applicable to investments by Supervised Persons in private equity (both directly and indirectly through funds), limited partnerships, hedge funds or private placements or other limited offerings (i.e., offerings exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), or rule 504, 505 or 506 under such Act), any such investment requires approval from the Supervised Person's supervisor [and the Chief Compliance Officer].

V. REPORTING PROCESS

In addition to any other reporting requirements applicable to Supervised Persons of the Adviser:

A. Promptly upon Supervised Persons engaging in activities on behalf of the Adviser, Supervised Persons must certify in writing that they have received a copy of this Policy and have read and understood its provisions. Supervised Persons also

must

provide a listing of all personal holdings of securities that are subject to the pre-clearance requirements of this Policy. The form of certification, which you are required to complete and return, is attached as Exhibit A, provided that the required certification may be combined with other certifications to be provided in connection with a Supervised Person's engaging in activities on behalf of the Adviser.

B. Supervised Persons must disclose immediately to the Chief Compliance Officer any situation that the Supervised Person believes appears to involve a violation of this Policy or of applicable regulatory requirements, or of any inquiry from any self-regulatory, regulatory or governmental agency.

VI. TRANSACTIONS IN CITIGROUP SECURITIES

Unless a Supervised Person is a member of a designated group subject to more restrictive provisions, or is otherwise notified to the contrary, the Supervised Person may trade in Citigroup securities without restriction (other than the pre-clearance and other requirements of this policy), subject to the limitations set forth below.

A. No Supervised Person may engage at any time in any personal transaction in Citigroup securities while in possession of material non-public information relating to Citigroup or its securities. Investments in Citigroup securities must be made with a long-term orientation rather than for speculation or for the generation of short-term trading profits, and must be held for at least 15 days. In addition, please note that Supervised Persons may not engage in any of the following transactions in Citigroup securities:

1. Short sales, other than shorts against the box;

2. Sales of put and call options, other than selling a call to hedge a long position in deliverable Citigroup common stock;

3. Purchases of naked puts; (puts may be purchased to hedge a long position in deliverable Citigroup common stock);

4. Speculative option strategies (i.e., straddles, combinations, spreads);

5. [Any transactions related to the hedging of shares of restricted stock awarded under the Capital Accumulation Program ("CAP")].

B. The number of Citigroup shares that a Supervised Person is entitled to in the Citigroup Stock Purchase Plan is not treated as a long stock position until such time as the Supervised Person has given instructions to purchase the shares of Citigroup. Thus, Supervised Persons are not permitted to use options to hedge their financial interest in the Citigroup Stock Purchase Plan.]

ANNEX I

CHIEF COMPLIANCE OFFICER INFORMATION

Effective April 13, 2011, the Adviser's Chief Compliance Officer is.

Michael A. Koplowitz

The address, telephone number, fax and e-mail address of the Chief Compliance Officer appear below:

Citi First Investment Management Americas LLC 390 Greenwich Street
3rd Floor
NY, NY 10013
Tel (212) 723-9457
Fax (866) 285-5126
Michael.koplowitz@citi.com

EXHIBIT A

CERTIFICATION OF RECEIPT OF PERSONAL INVESTMENTS POLICY

I have read the Citigroup First Investment Management Americas LLC (the "Adviser") Personal Investment Policy, dated June 15, 2011, and understand the policies and procedures set forth therein that are applicable to me as a Supervised Person of the Adviser. I pledge to adhere to and abide by these policies and procedures. I recognize that my failure to do can not only cause embarrassment, loss of business, fines and other legal restrictions for the Adviser but also can lead to disciplinary action for me, including termination of employment by the Adviser or its affiliates and/or sanctions by respective regulatory authorities.

Signature: Date of Certification:

Print Name:________________________

Title: ____________________________

Department: _______________________

Date Activities Commenced on behalf of the Adviser: __________________________

EXHIBIT B

CITIGROUP FIRST INVESTMENT MANAGEMENT AMERICAS LLC
PERSONAL INVESTMENTS POLICY
COVERED ACCOUNT INFORMATION

Supervised Person Name:

(Print)

No brokerage accounts described as Covered Accounts in the Personal Investments Policy of Citigroup First Investment Management Americas LLC (the "Adviser")(1) exist.

Set forth below is a list of all my existing Covered Accounts. The list includes accounts in my name and in the names of immediate family members who live with me, as well as any other accounts that I control. Based on the policy and my agreement to comply, I:
agree to move the accounts to Citigroup within 60 days. am seeking an exemption for the reason listed below. affirm that my accounts are in house, and/or I have been granted exemption for my outside accounts.

Date:________________________________ Signature: __________________________

BROKERAGE ACCOUNT INFORMATION

Please complete all items listed below. Attach additional sheets if necessary.

Name of Broker-Dealer: ___________            Name of Broker-Dealer: ___________


Name  of  Account: _______________            Name  of  Account: _______________

Account  Number: _________________            Account  Number: _________________

Address  of  Broker: _____________            Address  of  Broker: _____________

                     _____________                                 _____________

Telephone # of Broker: Telephone # of Broker:

ACCOUNT #2:

Request to maintain an investment account outside of Citigroup:

(1) Bank checking and savings accounts need not be included. See Section I of the Personal Investments Policy for a description of the Covered Accounts subject to this Form.