SCHEDULE A
AS AMENDED AUGUST 30, 2016
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
CORNERSTONE ADVISORS INC.

FUND                                                                      RATE
Global Public Equity Fund ............................................    0.01%
Income Opportunities Fund ............................................    0.01%
Public Alternatives Fund .............................................    0.01%
Real Assets Fund .....................................................    0.01%
Core Plus Bond Fund ..................................................    0.01%

THE ADVISORS' INNER CIRCLE FUND

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

CORNERSTONE ADVISORS INC.

By: /s/ Bruce Duff
    --------------
Name: Bruce Duff
Title: COO

SUB-ADVISORY AGREEMENT

SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 24th day of August, 2016 by and between Cornerstone Advisors Inc., a Washington corporation with its principal place of business at 225 -- 108th Avenue NE, Suite 400, Bellevue, Washington 98004-5782 (the "Adviser"), and Franklin Advisers, Inc., a California corporation with its principal place of business at One Franklin Parkway, San Mateo, California 94403-1906 (the "Sub-Adviser").

W I T N E S S E T H

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND (the "Trust") on behalf of the series set forth on Schedule A to this Agreement (the "Fund") and pursuant to the provisions of the Investment Advisory Agreement dated as of May 1, 2014 between the Adviser and the Fund (the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Adviser and the Sub-Adviser do hereby agree as follows:

1. THE SUB-ADVISER'S SERVICES.

(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser shall act as sub-investment adviser with respect to the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Sub- Adviser (the "Assets"), consistent with the investment objectives and policies of the Fund. The Sub-Adviser shall determine, from time to time, what investments shall be purchased for the Assets and what such securities shall be held or sold by the Assets, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Assets as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be

responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Adviser, in its sole discretion, to establish or revise policies in connection with the management of the Fund's assets or to otherwise exercise its right to control the overall management of the Fund's assets.

(b) COMPLIANCE. The Sub-Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Sub-Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Fund, and with any policies, guidelines, instructions and procedures approved by the Board or the Adviser and provided to the Sub-Adviser. In selecting the Asset's portfolio securities and performing the Sub- Adviser's obligations hereunder, the Sub-Adviser shall cause the Assets to comply with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Adviser shall limit the Sub-Adviser's full responsibility for any of the foregoing.

(c) PROXY VOTING. Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser 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 Sub-Adviser shall provide periodic reports and keep such 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 Sub-Adviser may be revoked or modified by the Board or the Adviser at any time.

The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other

than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to 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 Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub- Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

(d) CORPORATE ACTIONS. The Sub-Adviser is authorized to exercise corporate actions for the Fund in the Sub-Adviser's discretion. Further, the Sub-Adviser is authorized to disclose confidential information about the Fund to third parties as necessary for the Fund to participate in any corporate actions for which it is eligible. The Fund and the Adviser acknowledge that the Sub-Adviser may not exercise a corporate action due to various factors, including, but not limited to, the Fund's ineligibility to participate in such corporate action, the Sub-Adviser's lack of notice of the corporate action, the Sub-Adviser's inability to provide documentation within the period of time required for participation, or if the Sub-Adviser otherwise determines that participation is not in the best interests of the Fund.

(e) CLASS ACTION LITIGATION. The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving the Fund, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees to cooperate reasonably with Adviser, upon Adviser's written request, to provide relevant trade data and/or non-proprietary and non-confidential trade-related information in Sub-Adviser's possession with respect to securities traded for the Fund.

(f) RECORDKEEPING. The Sub-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 Sub-Adviser to supply to the Adviser, the Trust or its Board the information required to be supplied under this Agreement.

The Sub-Adviser shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Adviser required by Rule 31a-1 under he 1940 Act (other than those records being maintained by the Adviser, or any administrator custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such

records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records"). The Fund Books and Records shall be available to the Adviser and the Board at any time upon reasonable request and copies of the Fund Books and Records shall be delivered to the Trust upon the termination of this Agreement upon request and shall be available without unreasonable delay during any day the Trust is open for business.

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

(h) COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST. The Sub-Adviser agrees to cooperate with and provide reasonable assistance to the Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Adviser and the Trust with respect to such information regarding the Fund as such entities may reasonably request from time to time in the performance of their obligations, 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.

(i) CONSULTATION WITH OTHER SUB-ADVISERS. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

2. CODE OF ETHICS. The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Adviser and the Trust. The Sub-Adviser shall make reasonable efforts to ensure that its Access Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material respects with the Sub- Adviser's Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably designed to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the

requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond to requests for information from the Adviser and the Trust as to violations of the Code by Access Persons and the sanctions imposed by the Sub-Adviser, to the extent that such response is possible under applicable law and regulations . The Sub-Adviser shall promptly (on a monthly and/or quarterly basis) notify the Adviser and the Trust of any material violation of the Code, whether or not such violation relates to a security held by any Fund .

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

(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Assets' compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. Unless prohibited by law, regulation or a regulatory, judicial or law enforcement authority, the Sub-Adviser will promptly notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an "assignment" (as defined in the 1940 Act) has occurred or is proposed to occur if such proposed change in control of the Sub-Adviser has been deliberately made public by the Sub-Adviser or its affiliates.

(b) INSPECTION. Upon reasonable request, the Sub-Adviser agrees to make its records and premises (including the availability of the Sub-Adviser's employees for interviews) to the extent that they relate to the conduct of services provided to the Fund or the Sub-Adviser's conduct of its business as an investment adviser reasonably available during normal business hours for compliance audits by the Adviser or the Trust's officers, employees, accountants or counsel; in this regard, the Trust and the Adviser acknowledge

that the Sub-Adviser shall have no obligation to make available proprietary information unrelated to the services provided to the Fund or any information related to other clients of the Sub- Adviser.

(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide the Adviser and Trust with any information reasonably requested regarding its management of the Fund required for any meeting of the Board, or for any shareholder report, Form N- CSR, Form N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy statement, or prospectus supplement to be filed by the Trust with the Commission. The Sub-Adviser will make its officers and employees available to meet with the Board from time to time on due notice to review its investment management services to the Fund in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.

(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the Adviser and the Trust such information concerning portfolio transactions as may be necessary to enable the Adviser, Trust or their designated agents to perform such compliance testing on the Fund and the Sub-Adviser's services as the Adviser and the Trust may, in their sole discretion, determine to be appropriate. The provision of such information by the Sub-Adviser to the Adviser, Trust or their designated agents in no way relieves the Sub- Adviser of its own responsibilities under this Agreement.

4. BROKERAGE.

(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of securities for the account of a Fund, neither the Sub-Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

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

The Sub-Adviser, as the Fund's agent and attorney-in-fact, may, when it deems appropriate and without prior consultation with the Adviser or the Fund, purchase, sell, exchange or convert foreign currency in the spot or forward markets in connection with portfolio trades as agent, at the market rate, as determined by the Sub-Adviser in its sole discretion. Conversion of currencies into and out of the base currency of the Fund in unrestricted markets with respect to portfolio trades shall be performed by the Sub-Adviser. Conversion of currencies into and out of the base currency of the Fund in restricted markets and income repatriation shall generally be the responsibility of the Fund's custodian.

(c) AGGREGATED TRANSACTIONS. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

(d) AFFILIATED BROKERS. The Sub-Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for a Fund, subject to: (a) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in a Fund's current Registration Statement; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the provisions of the 1934 Act; and (e) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from a Fund for these services in addition to the Sub-Adviser's fees for services under this Agreement.

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

6. ALLOCATION OF CHARGES AND EXPENSES. The Sub-Adviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Sub-Adviser shall not be responsible for a Fund's or the Adviser'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 Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement.

The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the

Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that is likely to disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

(b) ADV DISCLOSURE. The Sub-Adviser has provided the Trust with a copy of Part I of its Form ADV as most recently filed with the Commission and its Part II as most recently updated and will, promptly after filing any amendment to its Form ADV with the Commission or 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 Sub-Adviser represents and warrants that statements it provides to the Adviser with the intent that such statements may be used by the Adviser in the summary prospectus, prospectus or statement of additional information of the Fund (such statements, "Sub-Adviser Provided Information" and such documents, collectively, the "Disclosure Documents") will contain no untrue statement of any material fact.

(d) USE OF THE NAME "CORNERSTONE ADVISORS." The Sub-Adviser has the right to use the name "Cornerstone Advisors" in connection with its services to the Trust. The Sub-Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Sub-Adviser or the Trust to use the name "Cornerstone Advisors."

(e) INSURANCE. The Sub-Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust of any material changes in its errors and omissions insurance policy . Furthermore, the Sub-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 Sub-Adviser represents and warrants that it has no arrangement or understanding with any party, other than the Trust, that would influence the decision of the Sub-Adviser with respect to its selection of securities for a Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund.

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

(h) COMMODITY INTEREST TRADING ADVICE. Although the Sub-Adviser is registered

with the Commodity Futures Trading Commission as a commodity trading adviser ("CTA"), it will provide commodity interest trading advice to the Fund as if it were exempt from CTA registration, in reliance on a CFTC exemptive rule.

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

8. THE NAME "CORNERSTONE ADVISORS." The Adviser has granted to the Trust a license to use the name "Cornerstone Advisors" (collectively, the "Name") as part of the name of the Fund. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of the Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name; the Sub-Adviser acknowledges and agrees that as between the Sub-Adviser and the Adviser, the Adviser has the right to use, or authorize others to use, the Name and the Sub-Adviser agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section. Without limiting the generality of the foregoing, the Sub-Adviser agrees that, upon any termination of this Agreement, the Sub-Adviser will not thereafter transact any business using the name "Cornerstone Advisors."

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

The Sub-Adviser will be compensated based on the portion of Fund assets allocated to the Sub-Adviser by the Adviser. The method for determining net assets of 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 Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically terminate, without the payment of any penalty, (i) in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act) or (ii) in the event of the termination of the Management Agreement;

provided that such termination shall not relieve the Adviser or the Sub-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 Sub-Adviser; or

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

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

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

In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means (the Sub-Adviser may keep a copy of such materials for its own records) and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as

reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

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 SUB-ADVISER AND THE ADVISER.

(a) The Sub-Adviser shall have responsibility for the accuracy (and liability for the lack thereof) of Sub-Adviser Provided Information used in the Fund's Disclosure Documents.

(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error by the Sub-Adviser as well as investment made by the Sub- Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Assets' failure to satisfy the diversification requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").

(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, a "Sub-Adviser 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 gross negligence of the Sub-Adviser resulting in: (i) a breach by the Sub- Adviser of this Agreement or of the representations and warranties made by the Sub- Adviser herein; (ii) any Improper Investment; (iii) misleading Sub-Adviser Provided Information in a Disclosure Document ; or (iv) the Sub-Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Sub-Adviser Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Sub-Adviser Indemnified Party

would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

(d) The Adviser shall indemnify and hold harmless the Sub-Adviser, each affiliated person of the Sub-Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Sub-Adviser within the meaning of Section 15 of the 1933 Act 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) gross negligence of the Adviser resulting in a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; or (ii) gross negligence in the Adviser's performance or non-performance of its duties hereunder.

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

16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities. The Trust's Certificate of Trust, as amended from time to time, is on file in the Office of the Secretary of State of the Commonwealth of Massachusetts. Such Certificate of Trust and the Trust's Agreement and Declaration of Trust describe in detail the respective responsibilities and limitations on liability of the Trustees, officers, and holders of shares of beneficial interest.

17. CHANGE IN THE ADVISER'S OWNERSHIP. The Sub-Adviser agrees that, provided that a change or planned change in the ownership of the Sub-Adviser has been deliberately made public by the Sub-Adviser or its affiliates, the Sub-Adviser shall notify the Trust of such change in the ownership of the Sub-Adviser within a reasonable time prior to such change being effected.

18. PERFORMANCE DIFFERENCES. The Adviser understands, consents and agrees that performance of the portion of any Fund allocated to the Sub-Adviser will not be the same as, and may differ significantly from, the performance of any mutual fund for which the Sub-Adviser or its affiliates serves as investment adviser ("Franklin Templeton Fund"), including any Franklin Templeton Fund that may have investment goals and strategies that are similar to that of a Fund , based on, but not limited to, the following factors: (i) differences in: inception dates, cash flows,

asset allocation, security selection, liquidity, income distribution or income retention, fees, fair value pricing procedures, and diversification methodology; (ii) use of different foreign exchange rates and different pricing vendors; (iii) ability to access certain markets due to country registration requirements; (iv) legal restrictions or custodial issues, (v) legacy holdings in the fund; (vi) availability of applicable trading agreements such as ISDAs, futures agreements or other trading documentation, (vii) restrictions placed on the account (including country, industry or environmental and social governance restrictions); and (viii) other operational issues that impact the ability of a fund to trade in certain instruments or markets. Adviser further understands, consents and agrees that any similarity of investment goals and strategies between a Fund or the portion of a Fund allocated to the Sub-Adviser and any Franklin Templeton Fund is subject to, among other things, the discretion and decisions of the Board of Trustees of the respective funds.

19. PERFORMANCE INFORMATION. Notwithstanding any other provision of this Agreement, the Sub-Adviser may include the performance of the Fund or the portion of a Fund allocated to the Sub-Adviser attributable to the time period Sub-Adviser provided services under this Agreement as part of any composite performance information of the Sub-Adviser.

20. POWER OF ATTORNEY. The Sub-Adviser is authorized, on behalf of the Fund, to open brokerage accounts and to execute, on its own behalf or on behalf of the Fund, account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with Sub-Adviser's duties under this Agreement. In such respect, and only for this limited purpose, Sub-Adviser shall act as the Adviser's and the Fund's agents and attorneys-in-fact. The Sub-Adviser is authorized, on behalf of the Fund, to enter into futures account agreements, ISDA master agreements and related documents, and to open accounts and take other necessary or appropriate actions related thereto, in accordance with Trust procedures.

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

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

23. 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.

CORNERSTONE ADVISORS INC.

By: /s/ Bruce Duff
    --------------
Name: Bruce Duff
Title: CCO

FRANKLIN ADVISERS, INC.

By: /s/ Michael Hasenstab
Name: Michael Hasenstab
Title: CIO

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED AUGUST 24TH, 2016 BETWEEN
CORNERSTONE ADVISORS INC.
AND
FRANKLIN ADVISERS, INC.

Each Fund will pay to the Sub-Adviser as compensation for the Sub-Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund as may be allocated by the Adviser to the Sub-Adviser from time to time under the following fee schedule:

FUND RATE
Cornerstone Advisors Global Bond Plus Fund [Redacted]

SUB-ADVISORY AGREEMENT

SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 24th day of August 2016 by and between Cornerstone Advisors Inc., a Washington corporation with its principal place of business at 225 -- 108th Avenue NE, Suite 400, Bellevue, Washington 98004-5782 (the "Adviser"), and Loomis, Sayles & Company, L.P., a Delaware Limited Partnership, with its principal place of business at One Financial Center, Boston MA 02111 (the "Sub-Adviser").

W I T N E S S E T H

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND (the "Trust") on behalf of the series set forth on Schedule A to this Agreement (the "Fund") and pursuant to the provisions of the Investment Advisory Agreement dated as of May 1, 2014 between the Adviser and the Fund (the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Adviser and the Sub-Adviser do hereby agree as follows:

1. THE SUB-ADVISER'S SERVICES.

(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser shall act as sub-investment adviser with respect to the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Sub- Adviser (the "Assets"), consistent with the investment objectives and policies of the Fund. The Sub-Adviser shall determine, from time to time, what investments shall be purchased for the Fund and what such securities shall be held or sold by the Fund, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be

responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Adviser, in its sole discretion, to establish or revise policies in connection with the management of the Fund's assets or to otherwise exercise its right to control the overall management of the Fund's assets.

Sub-Adviser will issue such instructions to the custodian or trustee of the Assets as may be appropriate in connection with the settlement of portfolio transactions. Sub-Adviser's instructions shall be made in writing sent by first-class mail, electronically through SWIFT or other industry standard means or, at Sub-Adviser's option, orally and confirmed in writing as soon as practical thereafter.

Sub-Adviser is hereby appointed as the Fund's attorney-in-fact to execute all documentation to facilitate investment in investments for the Assets, including without limitation, broker dealer agreements, counterparty agreements, and futures commission agreements and any other documentation deemed necessary to effect the Investments to the extent permitted by this Agreement and any investment guidelines ("Trading Agreements"). Sub-Adviser is authorized to execute amendments to the Trading Agreements, including without limitation "protocols" or similar agreements entered into to reflect the adoption of industry-wide standard terms and terms deemed applicable for meeting any regulatory compliance requirements.

The Adviser acknowledges that the Trading Agreements and the "protocols" referred to in the previous paragraph typically contain provisions under which, for matters arising in connection with those agreements, the Fund will agree to waive all immunities (including sovereign immunity), and to submit to service of process and jurisdiction and to waive any claim based upon improper venue. Sub-Adviser is hereby appointed as the Fund's attorney-in-fact to consent to these provisions.

Sub-Adviser is authorized, in its sole discretion, to exercise all voting rights, to execute consents and to exercise or sell stock subscription and conversion rights and to join in or oppose (jointly or with others) reorganizations, recapitalizations and liquidations and, in connection therewith, Sub-Adviser is hereby appointed as the Fund's attorney-in-fact to execute all documentation to facilitate any reorganization, recapitalization or liquidation, unless the Adviser otherwise specifies in writing.

(b) COMPLIANCE. The Sub-Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Sub-Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or

supplemented, of the Fund, and with any policies, guidelines, instructions and procedures approved by the Board or the Adviser and provided to the Sub-Adviser. In selecting the Fund's portfolio securities and performing the Sub- Adviser's obligations hereunder, the Sub-Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Adviser shall limit the Sub-Adviser's full responsibility for any of the foregoing.

(c) PROXY VOTING. Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub- Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser 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 Sub-Adviser shall provide periodic reports and keep such 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 Sub-Adviser may be revoked or modified by the Board or the Adviser at any time.

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

(d) RECORDKEEPING. The Sub-Adviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise

provided herein or as may be necessary for the Sub-Adviser to supply to the Adviser, the Trust or its Board the information required to be supplied under this Agreement.

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

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

(f) COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST. The Sub-Adviser agrees to cooperate with and provide reasonable assistance to the Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Adviser and the Trust with respect to such information regarding the Fund as such entities may reasonably request from time to time in the performance of their obligations, 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) CONSULTATION WITH OTHER SUB-ADVISERS. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub- adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

2. CODE OF ETHICS. The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has

provided to the Adviser and the Trust. The Sub-Adviser shall ensure that its Access Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material respects with the Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond to requests for information from the Adviser and the Trust as to violations of the Code by Access Persons and the sanctions imposed by the Sub- Adviser. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violation of the Code, whether or not such violation relates to a security held by any Fund.

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

(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Adviser will promptly notify the Trust in the event
(i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation that has the potential to materially affect the Sub-Adviser's performance of its obligations under this agreement, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(b) INSPECTION. Upon reasonable request, the Sub-Adviser agrees to make its records and premises (including the availability of the Sub-Adviser's employees for interviews) to the

extent that they relate to the conduct of services provided to the Fund or the Sub-Adviser's conduct of its business as an investment adviser reasonably available for compliance audits by the Adviser or the Trust's officers, employees, accountants or counsel; in this regard, the Trust and the Adviser acknowledge that the Sub-Adviser shall have no obligation to make available proprietary information unrelated to the services provided to the Fund or any information related to other clients of the Sub- Adviser, except to the extent necessary for the Adviser to confirm the absence of any conflict of interest and compliance with any laws, rules or regulations in the management of the Fund.

(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide the Adviser and Trust with any information reasonably requested regarding its management of the Fund required for any meeting of the Board, or for any shareholder report, Form N- CSR, Form N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy statement, or prospectus supplement to be filed by the Trust with the Commission. The Sub-Adviser will make its officers and employees available to meet with the Board from time to time on due notice to review its investment management services to the Fund in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.

(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the Adviser and the Trust such information concerning portfolio transactions as may be necessary to enable the Adviser, Trust or their designated agents to perform such compliance testing on the Fund and the Sub-Adviser's services as the Adviser and the Trust may, in their sole discretion, determine to be appropriate. The provision of such information by the Sub-Adviser to the Adviser, Trust or their designated agents in no way relieves the Sub- Adviser of its own responsibilities under this Agreement.

4. BROKERAGE.

(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of securities for the account of a Fund, neither the Sub-Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

(b) PLACEMENT OF ORDERS. The Sub-Adviser shall arrange for the placing of all orders for the purchase and sale of securities for a Fund's account with brokers or dealers selected by the Sub-Adviser. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser is directed at all times to seek for a Fund the most favorable execution and net price available under the circumstances. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to brokerage and research services provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers, consistent with section 28(e) of the 1934 Act and any Commission staff interpretations thereof. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the

Fund with such brokers, subject to review by the Adviser and the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its or its affiliates' services to other clients.

The Adviser understands that Sub-Adviser performs investment advisory services for various clients, including investment companies, and may give advice and take action with respect to any of those clients that differs from the advice given or the timing or nature of action taken with respect to the Fund. Sub-Adviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any investment which Sub-Adviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients. Sub-Adviser shall not be liable for any failure to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any Investment on the basis of any material non-public information that may come into Sub-Adviser's possession or if, in Sub-Adviser's opinion, a transaction in any investment might constitute a violation of any law or regulation, breach of any fiduciary obligation or confidential relationship Sub-Adviser may have to or with another person or entity or be unadvisable because of the percentage of the outstanding investments of the issuer of such investment acquired by Sub-Adviser on behalf of all Sub-Adviser's clients in the aggregate. The Adviser understands that transactions in a specific investment may not be accomplished for all of Sub-Adviser's client accounts at the same time or at the same price.

(c) AGGREGATED TRANSACTIONS. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

(d) AFFILIATED BROKERS. The Sub-Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for a Fund, subject to: (a) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in a Fund's current Registration Statement; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the provisions of the 1934 Act; and (e) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from a Fund for these services in addition to the Sub-Adviser's fees for services under this Agreement.

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

6. ALLOCATION OF CHARGES AND EXPENSES. The Sub-Adviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Sub-Adviser shall not be responsible for a Fund's or the Adviser'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 Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

(b) ADV DISCLOSURE. The Sub-Adviser has provided the Trust with a copy of Part I of its Form ADV as most recently filed with the Commission and its Part II as most recently updated and will, promptly after filing any amendment to its Form ADV with the Commission or 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 Sub-Adviser has reviewed and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively the "Disclosure Documents") and represents and warrants that such Disclosure Documents contain or will contain no untrue statement of any material fact related to the Sub-Adviser and its investment strategy and do not and will not omit any statement of material fact related to the Sub-Adviser and its investment strategy required to be stated therein or necessary to make the statements therein not misleading.

(d) USE OF THE NAME "CORNERSTONE ADVISORS." The Sub-Adviser has the right to use the name "Cornerstone Advisors" in connection with its services to the Trust. The Sub-Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Sub-Adviser or the Trust to use the name "Cornerstone Advisors."

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

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

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

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

8. THE NAME "CORNERSTONE ADVISORS." The Adviser has granted to the Trust a license to use the name "Cornerstone Advisors" (collectively, the "Name") as part of the name of the Fund. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of the Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name; the Sub-Adviser acknowledges and agrees that as between the Sub-Adviser and the Adviser, the Adviser has the right to use, or authorize others to use, the Name and the Sub-Adviser agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section. Without limiting the generality of the foregoing, the Sub-Adviser agrees that, upon any termination of this Agreement, the Sub-Adviser will not thereafter transact any business using the name "Cornerstone Advisors."

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

The Sub-Adviser will be compensated based on the portion of Fund assets allocated to the Sub-Adviser by the Adviser. The method for determining net assets of 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 Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

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

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

(d) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to

approve such continuance of this Agreement as provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and

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

In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

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 SUB-ADVISER.

(a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements related to the Sub-Adviser and its investment strategy in the Fund's Disclosure Documents.

(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error by the Sub-Adviser as well as investment made by the Sub- Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").

(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each

person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Sub- Adviser of this Agreement or of the representations and warranties made by the Sub- Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub- Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

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

16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities. 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 Sub-Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser, or in the membership of Sub-Adviser's partnership, within a reasonable time prior to such change being effected.

18. CONFIDENTIALITY. All information and advice furnished by either party to the other hereunder shall be treated as confidential and shall not be disclosed to third parties except as required by law or requested by regulators or necessary in the performance of this Agreement.

19. NOTICES. Any notices and other communications between the parties contemplated by this Agreement shall be sent by registered letter, overnight express or facsimile with confirmation of receipt to the addresses indicated in Schedule B hereto.

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

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

22. 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.

23. FUTURES CONTRACTS. In connection with Sub-Adviser's services hereunder related to the Fund's use of futures contracts, the Adviser hereby expressly agrees and acknowledges that the risks of futures transactions have been separately disclosed to it and that the Fund will be treated by Sub-Adviser as an "exempt account" for purposes of its compliance with Rule 4.7 under the Commodity Exchange Act, as amended (the "Exchange Act") (which provides an exemption from certain recordkeeping and disclosure obligations under the Exchange Act and the rules thereunder to entities registered as commodity trading advisers with the Commodity Futures Trading Commission). In addition, the Adviser hereby expressly acknowledges and agrees as follows:

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, A BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR ANY BROCHURE OR ACCOUNT DOCUMENT.

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.

CORNERSTONE ADVISORS INC.

By: /s/ Bruce Duff
    ---------------
Name: Bruce Duff
Title: COO

By: /s/ Lauren B. Pitalis
    ---------------------
Name: Lauren B. Pitalis
Title: Vice President, Director of Client Intake

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED AUGUST 24TH, 2016 BETWEEN
CORNERSTONE ADVISORS INC.
AND
LOOMIS, SAYLES & COMPANY, L.P.

Each Fund will pay to the Sub-Adviser as compensation for the Sub-Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund as may be allocated by the Adviser to the Sub-Adviser from time to time under the following fee schedule:

FUND RATE
Cornerstone Advisors Core Plus Bond Fund [Redacted]

SCHEDULE B
TO THE
SUB-ADVISORY AGREEMENT
DATED AUGUST 24, 2016 BETWEEN
CORNERSTONE ADVISORS INC.
AND
LOOMIS, SAYLES & COMPANY, L.P.

NOTICES

CORNERSTONE ADVISORS INC.:
Any notice to the Cornerstone Advisors shall be sent to:

NAME: Aimee Hauff

E-MAIL: aimeeh@buildbeyond.com

STREET ADDRESS:
Cornerstone Advisors, Inc.
225 108th Ave NE,
Suite 400
Bellevue, WA 98004

LOOMIS, SAYLES & COMPANY, L.P.:

NOTICES OF CAPITAL ADDITIONS AND WITHDRAWALS MUST BE SENT TO GWARD@LOOMISSAYLES.COM AND CASH@LOOMISSAYLES.COM.

Any notice to Loomis Sayles shall be sent to:

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
Attn: Lauren B. Pitalis
Vice President
T: 617-346-9894
F: 617-542-6389

With copies to:

Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
Attn: General Counsel
T: 800-343-2029 F: 617-482-0653

SUB-ADVISORY AGREEMENT

SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 24th day of August, 2016 by and between Cornerstone Advisors Inc., a Washington corporation with its principal place of business at 225 -- 108th Avenue NE , Suite 400, Bellevue, Washington 98004-5782 (the "Adviser"), and Metropolitan West Asset Management, LLC, a California limited liability company with its principal place of business at 865 S. Figueroa Street, Suite 1800, Los Angeles, CA 90017 (the "Sub-Adviser").

W I T N E S S E T H

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND (the "Trust") on behalf of the series set forth on Schedule A to this Agreement (the "Fund") and pursuant to the provisions of the Investment Advisory Agreement dated as of May 1, 2014 between the Adviser and the Fund (the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Adviser and the Sub-Adviser do hereby agree as follows:

1. THE SUB-ADVISER'S SERVICES.

(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser shall act as sub-investment adviser with respect to the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Sub- Adviser (the "Assets"), consistent with the investment objectives and policies of the Fund. The Sub-Adviser shall determine, from time to time, what investments shall be purchased for the Fund and what such securities shall be held or sold by the Fund, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be

responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Adviser, in its sole discretion, to establish or revise policies in connection with the management of the Fund's assets or to otherwise exercise its right to control the overall management of the Fund's assets.

(b) COMPLIANCE. The Sub-Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Sub-Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Fund, and with any policies, guidelines, instructions and procedures approved by the Board or the Adviser and provided to the Sub-Adviser. In selecting the Fund's portfolio securities and performing the Sub- Adviser's obligations hereunder, the Sub-Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Adviser shall limit the Sub-Adviser's full responsibility for any of the foregoing.

(c) PROXY VOTING. Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser 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 Sub-Adviser shall provide periodic reports and keep such 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 Sub-Adviser may be revoked or modified by the Board or the Adviser at any time.

The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other

than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to 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 Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub- Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

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

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

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

(f) COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST. The Sub-Adviser agrees to cooperate with and provide reasonable assistance to the Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Adviser and the Trust with respect to such information regarding the

Fund as such entities may reasonably request from time to time in the performance of their obligations, 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) CONSULTATION WITH OTHER SUB-ADVISERS. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub- adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

2. CODE OF ETHICS. The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Adviser and the Trust. The Sub-Adviser shall ensure that its Access Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material respects with the Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond to requests for information from the Adviser and the Trust as to violations of the Code by Access Persons and the sanctions imposed by the Sub- Adviser. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violation of the Code, whether or not such violation relates to a security held by any Fund.

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

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

officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Adviser will promptly notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(b) INSPECTION. Upon reasonable request, the Sub-Adviser agrees to make its records and premises (including the availability of the Sub-Adviser's employees for interviews) to the extent that they relate to the conduct of services provided to the Fund or the Sub-Adviser's conduct of its business as an investment adviser reasonably available for compliance audits by the Adviser or the Trust's officers, employees, accountants or counsel; in this regard, the Trust and the Adviser acknowledge that the Sub-Adviser shall have no obligation to make available proprietary information unrelated to the services provided to the Fund or any information related to other clients of the Sub- Adviser, except to the extent necessary for the Adviser to confirm the absence of any conflict of interest and compliance with any laws, rules or regulations in the management of the Fund.

(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide the Adviser and Trust with any information reasonably requested regarding its management of the Fund required for any meeting of the Board, or for any shareholder report, Form N- CSR, Form N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy statement, or prospectus supplement to be filed by the Trust with the Commission. The Sub-Adviser will make its officers and employees available to meet with the Board from time to time on due notice to review its investment management services to the Fund in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.

(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the Adviser and the Trust such information concerning portfolio transactions as may be reasonably necessary to enable the Adviser, Trust or their designated agents to perform such compliance testing on the Fund and the Sub-Adviser's services as the Adviser and the Trust may, in their sole discretion, determine to be appropriate. The provision of such information by the Sub-Adviser to the Adviser, Trust or their designated agents in no way relieves the Sub-Adviser of its own responsibilities under this Agreement.

4. BROKERAGE.

(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of securities for the account of a Fund, neither the Sub-Adviser nor any of its directors, officers or

employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

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

(c) AGGREGATED TRANSACTIONS. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

(d) AFFILIATED BROKERS. The Sub-Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for a Fund, subject to: (a) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in a Fund's current Registration Statement; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the provisions of the 1934 Act; and (e) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from a Fund for these services in addition to the Sub-Adviser's fees for services under this Agreement.

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

6. ALLOCATION OF CHARGES AND EXPENSES. The Sub-Adviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Sub-Adviser shall

not be responsible for a Fund's or the Adviser'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 Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

(b) ADV DISCLOSURE. The Sub-Adviser has provided the Trust with a copy of Part I of its Form ADV as most recently filed with the Commission and its Part II as most recently updated and will, promptly after filing any amendment to its Form ADV with the Commission or 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. Provided that Sub-Adviser has had a reasonable opportunity to review information regarding Sub-Adviser contained in the Disclosure Documents, the Sub-Adviser has reviewed and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund provided to it by Adviser (collectively the "Disclosure Documents") and represents and warrants that such Disclosure Documents contain or will contain no untrue statement of any material fact about the Sub-Adviser and do not and will not omit any statement of material fact about the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading.

(d) USE OF THE NAME "CORNERSTONE ADVISORS." The Sub-Adviser has the right to use the name "Cornerstone Advisors" in connection with its services to the Trust. The Sub-Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Sub-Adviser or the Trust to use the name "Cornerstone Advisors."

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

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

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

(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.

(i) DOCUMENTS PROVIDED TO SUB-ADVISER. Adviser has delivered and will deliver to Sub-Adviser current copies and supplements thereto of each of the Registration Statement, the Trust's Agreement and Declaration of Trust and By-Laws pertaining to the Trust and such other information as is necessary for the Sub-Adviser to carry out is obligations under this Agreement, and will promptly deliver to it all future amendments and supplements, if any.

8. THE NAME "CORNERSTONE ADVISORS." The Adviser has granted to the Trust a license to use the name "Cornerstone Advisors" (collectively, the "Name") as part of the name of the Fund. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of the Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name; the Sub-Adviser acknowledges and agrees that as between the Sub-Adviser and the Adviser, the Adviser has the right to use, or authorize others to use, the Name and the Sub-Adviser agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section. Without limiting the generality of the foregoing, the Sub-Adviser agrees that, upon any termination of this Agreement, the Sub-Adviser will not thereafter transact any business using the name "Cornerstone Advisors."

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

The Sub-Adviser will be compensated based on the portion of Fund assets allocated to the Sub-Adviser by the Adviser. The method for determining net assets of 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 Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

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

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

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

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

In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

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 SUB-ADVISER.

(a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents regarding Sub-Adviser.

(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Sub- Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or
(ii) applicable law, including but not limited to the 1940 Act and the Code

(including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").

(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) that directly result from: (i) a breach by the Sub- Adviser of this Agreement or of the representations and warranties made by the Sub- Adviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact regarding Sub-Adviser contained in any Disclosure Document or the omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Adviser by Sub-Adviser for use therein; provided, however, that Sub-Adviser has had a reasonable opportunity to review information regarding Sub-Adviser contained in the Disclosure Documents; or
(iv) the Sub-Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

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

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

Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser within a reasonable time prior to such change being effected.

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

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

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

21. SUB-ADVISER'S SERVICES ARE NOT EXCLUSIVE. Nothing in this Agreement shall limit or restrict the right of Sub-Adviser or any of its officers, employees or affiliates to engage in any other business or to devote his or her time and attention in parte to the management or other aspects of any business, whether or not of a similar or a dissimilar nature, or limit or restrict Sub-Adviser's right to engage in any other business or to render services of any kind to any other trust, mutual fund, corporation, firm, individual or association. Sub-Adviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Trust. Subject to its fiduciary obligation to the Trust, Sub-Adviser shall have no obligation to purchase or sell for the Trust, or to recommend for purchase or sale by the Trust, any security which Sub-Adviser, its principals, affiliates or employees may purchase or sell for themselves or for any other client.

22. AUTHORIZATION. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

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.

CORNERSTONE ADVISORS INC.

By: /S/ BRUCE DUFF
Name: Bruce Duff
Title: COO

METROPOLITAN WEST ASSET MANAGEMENT, LLC

By: /S/ MEREDITH JACKSON
Name: Meredith Jackson
Title: Executive Vice President & General Counsel

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED AUGUST 24TH, 2016 BETWEEN C
ORNERSTONE ADVISORS INC.
AND

METROPOLITAN WEST ASSET MANAGEMENT, LLC

Each Fund will pay to the Sub-Adviser as compensation for the Sub-Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund as may be allocated by the Adviser to the Sub-Adviser from time to time under the following fee schedule:

FUND RATE
Cornerstone Advisors Core Plus Bond Fund [Redacted]

SUB-ADVISORY AGREEMENT

SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 24(th) day of August, 2016 by and between Cornerstone Advisors Inc., a Washington corporation with its principal place of business at 225 -- 108th Avenue NE, Suite 400, Bellevue, Washington 98004-5782 (the "Adviser"), and Prime Advisors, Inc., a Washington corporation with its principal place of business at 22635 NE Marketplace Drive, Suite 160, Redmond, WA 98053 (the "Sub-Adviser").

W I T N E S S E T H

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND (the "Trust") on behalf of the series set forth on Schedule A to this Agreement (the "Fund") and pursuant to the provisions of the Investment Advisory Agreement dated as of May 1, 2014 between the Adviser and the Fund (the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Adviser and the Sub-Adviser do hereby agree as follows:

1. THE SUB-ADVISER'S SERVICES.

(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser shall act as sub-investment adviser with respect to the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Sub- Adviser (the "Assets"), consistent with the investment objectives and policies of the Fund. The Sub-Adviser shall determine, from time to time, what investments shall be purchased for the Fund and what such securities shall be held or sold by the Fund, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be

responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Adviser, in its sole discretion, to establish or revise policies in connection with the management of the Fund's assets or to otherwise exercise its right to control the overall management of the Fund's assets.

(b) COMPLIANCE. The Sub-Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Sub-Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Fund, and with any policies, guidelines, instructions and procedures approved by the Board or the Adviser and provided to the Sub-Adviser. In selecting the Fund's portfolio securities and performing the Sub- Adviser's obligations hereunder, the Sub-Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Adviser shall limit the Sub-Adviser's full responsibility for any of the foregoing.

(c) PROXY VOTING. Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser 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 Sub-Adviser shall provide periodic reports and keep such 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 Sub-Adviser may be revoked or modified by the Board or the Adviser at any time.

The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other

than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to 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 Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub- Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

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

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

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

(f) COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST. The Sub-Adviser agrees to cooperate with and provide reasonable assistance to the Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Adviser and the Trust with respect to such information regarding the

Fund as such entities may reasonably request from time to time in the performance of their obligations, 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) CONSULTATION WITH OTHER SUB-ADVISERS. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub- adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

2. CODE OF ETHICS. The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Adviser and the Trust. The Sub-Adviser shall ensure that its Access Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material respects with the Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond to requests for information from the Adviser and the Trust as to violations of the Code by Access Persons and the sanctions imposed by the Sub- Adviser. The Sub-Adviser shall immediately notify the Adviser and the Trust of any material violation of the Code, whether or not such violation relates to a security held by any Fund.

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

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

officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Adviser will promptly notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(b) INSPECTION. Upon reasonable request, the Sub-Adviser agrees to make its records and premises (including the availability of the Sub-Adviser's employees for interviews) to the extent that they relate to the conduct of services provided to the Fund or the Sub-Adviser's conduct of its business as an investment adviser reasonably available for compliance audits by the Adviser or the Trust's officers, employees, accountants or counsel; in this regard, the Trust and the Adviser acknowledge that the Sub-Adviser shall have no obligation to make available proprietary information unrelated to the services provided to the Fund or any information related to other clients of the Sub- Adviser, except to the extent necessary for the Adviser to confirm the absence of any conflict of interest and compliance with any laws, rules or regulations in the management of the Fund.

(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide the Adviser and Trust with any information reasonably requested regarding its management of the Fund required for any meeting of the Board, or for any shareholder report, Form N- CSR, Form N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy statement, or prospectus supplement to be filed by the Trust with the Commission. The Sub-Adviser will make its officers and employees available to meet with the Board from time to time on due notice to review its investment management services to the Fund in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.

(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the Adviser and the Trust such information concerning portfolio transactions as may be necessary to enable the Adviser, Trust or their designated agents to perform such compliance testing on the Fund and the Sub-Adviser's services as the Adviser and the Trust may, in their sole discretion, determine to be appropriate. The provision of such information by the Sub-Adviser to the Adviser, Trust or their designated agents in no way relieves the Sub- Adviser of its own responsibilities under this Agreement.

4. BROKERAGE.

(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of securities for the account of a Fund, neither the Sub-Adviser nor any of its directors, officers or

employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

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

(c) AGGREGATED TRANSACTIONS. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

(d) AFFILIATED BROKERS. The Sub-Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for a Fund, subject to: (a) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in a Fund's current Registration Statement; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the provisions of the 1934 Act; and (e) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from a Fund for these services in addition to the Sub-Adviser's fees for services under this Agreement.

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

6. ALLOCATION OF CHARGES AND EXPENSES. The Sub-Adviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Sub-Adviser shall

not be responsible for a Fund's or the Adviser'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 Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

(b) ADV DISCLOSURE. The Sub-Adviser has provided the Trust with a copy of Part I of its Form ADV as most recently filed with the Commission and its Part II as most recently updated and will, promptly after filing any amendment to its Form ADV with the Commission or 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 Sub-Adviser has reviewed and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively the "Disclosure Documents") and represents and warrants that such Disclosure Documents contain or will contain no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) USE OF THE NAME "CORNERSTONE ADVISORS." The Sub-Adviser has the right to use the name "Cornerstone Advisors" in connection with its services to the Trust. The Sub-Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Sub-Adviser or the Trust to use the name "Cornerstone Advisors."

(e) INSURANCE. The Sub-Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material

claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

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

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

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

8. THE NAME "CORNERSTONE ADVISORS." The Adviser has granted to the Trust a license to use the name "Cornerstone Advisors" (collectively, the "Name") as part of the name of the Fund. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of the Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name; the Sub-Adviser acknowledges and agrees that as between the Sub-Adviser and the Adviser, the Adviser has the right to use, or authorize others to use, the Name and the Sub-Adviser agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section. Without limiting the generality of the foregoing, the Sub-Adviser agrees that, upon any termination of this Agreement, the Sub-Adviser will not thereafter transact any business using the name "Cornerstone Advisors."

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

The Sub-Adviser will be compensated based on the portion of Fund assets allocated to the Sub-Adviser by the Adviser. The method for determining net assets of 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 Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

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

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

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

continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and

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

In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Adviser.

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 SUB-ADVISER.

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

(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error by the Sub-Adviser as well as investment made by the Sub- Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").

(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or

liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Sub- Adviser of this Agreement or of the representations and warranties made by the Sub- Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub- Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

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

16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities. 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 Sub-Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser within a reasonable time prior to such change being effected.

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

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

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

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

CORNERSTONE ADVISORS INC.

By: /s/ Bruce Duff
    --------------
Name: Bruce Duff
Title: COO

PRIME ADVISORS, INC.

By:    /s/ Blaine O'Kelley
       -------------------
Name:  Blaine O'Kelley
Title: Chief Financial Officer

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED AUGUST 24TH, 2016 BETWEEN
CORNERSTONE ADVISORS INC.
AND
PRIME ADVISORS, INC.

Each Fund will pay to the Sub-Adviser as compensation for the Sub-Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund as may be allocated by the Adviser to the Sub-Adviser from time to time under the following fee schedule:

FUND RATE
Cornerstone Advisors Core Plus Bond Fund [Redacted]

CUSTODIAN AGREEMENT
(FOREIGN AND DOMESTIC SECURITIES)

This Custodian Agreement is made by and between THE ADVISORS' INNER CIRCLE FUND, a Massachusetts business trust ("Principal") and UNION BANK OF CALIFORNIA, N.A. ("Custodian"). Principal desires that Custodian hold and administer on behalf of 'Principal certain Securities (as herein defined). Principal intends that this Agreement be applicable to certain series of Principal as described on Appendix B to this Agreement, as may be amended from time to time as mutually agreed upon by the parties (each a "Fund"). Custodian is willing to do so on the terms and conditions set forth in this Agreement. Accordingly, Principal and Custodian agree as follows:

1. DEFINITIONS. Certain terms used in this Agreement are defined as follows:

1.1 "Account" means, collectively, each account maintained by Custodian pursuant to Paragraph 3 of this Agreement.

1.2 "Act" means the Investment Company Act of 1940, and the rules and regulations thereunder, all as amended from time to time by the U.S. Securities and Exchange Commission ("SEC").

1.3 "Appointed Person" means the individual(s) designated by Principal to initiate funds transfer instructions to Custodian in accordance with Paragraph 16 of this Agreement.

1.4 "Board" means the Board of Trustees of Principal.

1.5 "Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure, prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

1.6 "Eligible Foreign Custodian" ("Sub-Custodian", or collectively "Sub-Custodians") has the meaning set forth in section (a)(1) of Rule 17f-5 of the Act or that has otherwise been made exempt pursuant to an SEC exemptive order.

1.7 "Eligible Securities Depository", ("Depository", or collectively "Depositories") has the meaning set forth in section (b)(1) of Rule 17f-7 of the Act or that has otherwise been made exempt pursuant to an SEC exemptive order.

1.8 "Emerging Market" means each market so identified on Appendix A attached hereto.

1.9 "Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule 17f-5 of the Act.

1.10 "Foreign Market" means each market so identified on Appendix A attached hereto.

1.11 "Investment Manager" means an investment advisor or manager identified by Principal in a written notice to Custodian as having the authority to direct Custodian regarding the management, acquisition, or disposition of Securities.

1.12 "Monitoring System" means the policies and procedures established by Custodian to fulfill its duties to monitor the custody risks associated with maintaining securities with a Sub-Custodian or Depository on a continuing basis, pursuant to this Agreement.

1.13 "Rule 17f-5" means [section]270.17(f) -5 of the Act, as amended from time to time.

1.14 "Rule 17f-7" means [section]270.17(f) -7 of the Act, as amended from time to time.

1.15 "Securities" means domestic or foreign securities or both within the meaning of [section]2(a)(36) of the Act and regulations issued by the SEC under
[section]270.17(f) of the Act, as amended, which are held by Custodian in the Account, and shall include cash of any currency or other property of Principal and all income and proceeds of sale of such securities or other property of Principal.

2. REPRESENTATIONS

2.1 Principal represents that with respect to any Account established by Principal to hold Securities, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein.

2.2 Custodian represents that it (1) is organized under the laws of the United States and has its principal place of business in the United States; (II) is a bank within the meaning of [section]202(a)(2) of the Investment Advisers Act of 1940 and [section]2(a)(5) of the Act, as amended; and (III) has equity capital in excess of $1 million.

3. ESTABLISHMENT OF ACCOUNTS. Principal hereby establishes with Custodian, and may in the future establish, one or more Accounts in Principal's name. The Account shall consist of Securities delivered to and receipted for by Custodian or by any Sub-Custodian. Custodian, in its sole discretion, may reasonably refuse to accept any property now or hereafter delivered to it for inclusion in the Account. Principal shall be notified promptly of such refusal and any such property shall be immediately returned to Principal.

4. CUSTODY. Subject to the terms of this Agreement, Custodian shall be responsible for the safekeeping and custody of Securities. Custodian may (I) retain

possession of all or any portion of Securities, including possession in a foreign branch or other office of Custodian; or (II) retain, in accordance with Paragraph 5 of this Agreement, one or more Sub-Custodians to hold all or any portion of the Securities. Custodian and any Sub-Custodian may, in accordance with Paragraph 6 of this Agreement, deposit definitive or book-entry Securities with one or more Depositories.

4.1 If Custodian retains possession of Securities, Custodian shall ensure the Securities are at all times properly identified as being held for the appropriate Account. Custodian shall segregate physically the Securities from other securities or property held by Custodian. Custodian shall not be required to segregate physically the Securities from other securities or property held by Custodian for third parties as Custodian, but Custodian shall maintain adequate records showing the true ownership of the Securities.

4.2 If Custodian deposits Securities with a Sub-Custodian, Custodian shall maintain adequate records showing the identity and location of the Sub-Custodian, the Securities held by the Sub-Custodian, and each Account to which such Securities belong.

4.3 If Custodian or any Sub-Custodian deposits Securities with a Depository, Custodian shall maintain, or shall cause the Sub-Custodian to maintain, adequate records showing the identity and location of the Depository, the Securities held by the Depository, and each Account to which such Securities belong.

4.4 If Principal directs Custodian to deliver certificates or other physical evidence of ownership of Securities to any broker or other party, other than a Sub-Custodian or Depository employed by Custodian for purposes of maintaining the Account, Custodian's sole responsibility shall be to exercise care and diligence in effecting the delivery as instructed by Principal. Upon completion of the delivery, Custodian shall be discharged completely of any further liability or responsibility with respect to the safekeeping and custody of Securities so delivered.

4.5 Custodian shall ensure that (1) the Securities will not be subject to any right, charge, security interest, lien, or claim of any kind in favor of Custodian or any Sub-Custodian except for Custodian's expenses relating to the Securities' safe custody or administration or, in the case of cash deposits, liens or rights in favor of the creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar laws; and (II) the beneficial ownership of the Securities will be freely transferable without the payment of money or value other than for safe custody or administration.

4.6 Principal or its designee, shall have reasonable access upon reasonable notice during regular business hours to the books and records, or shall be given confirmation of the contents of the books and records, maintained by Custodian or any Sub-Custodian holding Securities hereunder to verify the accuracy of such books and records. Custodian shall notify Principal promptly of any applicable law or regulation in any country where Securities are held that would restrict such access or confirmation.

5. SUB-CUSTODIANS; CUSTODIAN AS FOREIGN CUSTODY MANAGER. Principal, by resolution adopted by its Board, hereby delegates to the Custodian, subject to section (b) of Rule 17f-5, the responsibilities set forth below with respect to Securities of the Fund held outside the United States ("Foreign Assets"), and the Custodian hereby accepts such delegation as the Foreign Custody Manager with respect to the Fund.

5.1 SCOPE OF DELEGATED RESPONSIBILITIES:

5.1.1 SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Paragraph 5, the Foreign Custody Manager may place and maintain Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Appendix A to this Agreement, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place and maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the market in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in section (c)(1) of Rule 17f-5.

5.1.2 CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of section (c)(2) of Rule 17f-5.

5.1.3 MONITORING. In each case where the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Subparagraph 5.3 below.

5.2 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Paragraph 5, the Fund (or its Investment Manager) shall be deemed to have considered the Country Risk as is incurred by placing and maintaining Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Fund. To aid the Fund (or its Investment Manager) in monitoring Country Risk, Custodian shall provide the Fund (or its Investment Manager) the following information relating to Country Risk: (a) at least annually, opinions of local counsel concerning whether applicable foreign law would restrict the access afforded to Principal's independent public accountants to books and records kept by an eligible foreign custodian located in that country; whether applicable foreign law would restrict the Customer's ability to

recover its Foreign Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country; whether applicable foreign law would restrict the Customer's ability to recover Foreign Assets that are lost while under the control of an Eligible Foreign Custodian located in the country; and (b) periodic market reports with respect to securities settlement and registration, taxation, and depositories (including depository evaluation), if any. Custodian may also periodically provide the Fund (or its Investment Manager) the following information relating to Country Risk, as such information is received by Custodian: (y) written information concerning each foreign country's practices with regard to expropriation, nationalization, freezes, or confiscation of financial assets; or whether difficulties in converting the Fund's cash and cash equivalents to U.S. dollars are reasonably foreseeable; (z) market reports with respect to each foreign country's securities regulatory environment, foreign ownership restrictions, or foreign exchange practices. Principal hereby acknowledges that: (1) such information is solely designed to inform the Fund (or its Investment Manager) of market conditions and procedures and is not intended to be considered comprehensive or as a recommendation to invest or not invest in particular markets; and (II) Custodian is not the primary source of the information and has gathered the information from sources it considers reliable, but that Custodian shall have no responsibility for inaccuracies or incomplete information.

5.3 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Appendix A at the end of the calendar quarter in which an amendment to such Appendix has occurred. The Foreign Custody Manager shall make written, reports promptly notifying the Board of any other material change in the foreign custody arrangements of the Fund or at such other times as the Board deems reasonable and appropriate.

5.4 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER. In performing its delegated responsibilities, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

5.5 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents to Principal that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Principal represents to the Custodian that the Board has determined, based on information provided to it by the Custodian, that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as Foreign Custody Manager of the FUND.

6. DEPOSITORIES; COMPLIANCE WITH RULE 17F-7. Custodian shall provide an analysis of the custody risks associated with maintaining Principal's Foreign Assets with each Eligible Securities Depository used by Custodian prior to the initial placement of Principal's Foreign Assets at such Depository and at which any Foreign Assets of

Principal are held or are expected to be held. Custodian shall monitor the custody risks associated with maintaining Principal's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks. Custodian shall exercise reasonable care, prudence and diligence in performing the requirements set forth in this Paragraph. Based on the information available to it in the exercise of diligence, Custodian shall determine the eligibility under Rule 17f-7 of each Depository before including it on Appendix A hereto and shall promptly advise Principal if any Eligible Securities Depository ceases to be eligible. For purposes of this Paragraph 6, the Fund (or its Investment Manager) shall be deemed to have considered the Country Risk as is incurred by placing and maintaining Foreign Assets in each country in which each such Eligible Securities Depository operates.

7. REGISTRATION. Subject to any specific instructions from Principal, Custodian shall hold or cause to be held all Securities in the name of 0) Principal, or
(II) Custodian, or any Sub-Custodian pursuant to Paragraph 5 or Depository pursuant to Paragraph 6 of this Agreement, or in the name of a nominee of any of them, as Custodian shall determine to be appropriate under the circumstances.

8. TRANSACTIONS. Principal or any Investment Manager from time to time may instruct Custodian (which in turn shall be responsible for giving appropriate instructions to any Sub-Custodian or Depository) regarding the purchase or sale of Securities in accordance with this Paragraph 8.

8.1 Custodian shall effect and account for each Securities and currency sale on the date such transaction actually settles; provided, however, that Principal may in its sole discretion direct Custodian, in such manner as shall be acceptable to Custodian, to account for Securities and currency purchases and sales on contractual settlement date, regardless of whether settlement of such transactions actually occurs on contractual settlement date. Principal may, from time to time, direct Custodian to change the accounting method employed by Custodian in a written notice delivered to Custodian at least thirty (30) days prior to the date a change in accounting method shall become effective.

8.2 Custodian shall effect purchases by charging the Account With the amount necessary to make the purchase and effecting payment to the seller or broker for the securities or other property purchased. Custodian shall have no liability of any kind to any person, including Principal, except in the case of negligent or intentional tortuous acts, or willful misconduct, if the Custodian effects payment on behalf of Principal, and the seller or broker fails to deliver the securities or other property purchased. Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian and due diligence in examining and verifying the certificates or other indicia of ownership of the property purchased before accepting them.

8.3 Custodian shall effect sales by delivering certificates or other indicia of ownership of the Property, and, as instructed, shall receive cash for such sales.

Custodian shall have no liability of any kind to any person, including Principal, if Custodian exercises due diligence and delivers such certificates or indicia of ownership and the purchaser or broker fails to effect payment.

8.4 If a purchase or sale is effected through a Depository, Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian and due diligence in verifying proper consummation of the transaction by the Depository.

8.5 Principal or, where applicable, investment Manager, is responsible for ensuring that Custodian receives timely instructions and/or funds to enable Custodian to effect settlement of any purchase or sale of Securities or Currency Transactions. If Custodian does not receive such timely instructions or funds, Custodian shall have no liability of any kind to any person, including Principal, for failing to effect settlement. However, Custodian shall use reasonable efforts to effect settlement as soon as possible after receipt of appropriate instructions. Principal shall be liable for interest compensation and/or principal amounts to Custodian and/or its counterpart}(,) for failure to deliver instructions or funds in a timely manner to effect settlements of foreign exchange funds movement.

8.6 At the direction of Principal or the Investment Manager, as the case may be, Custodian shall convert currency in the Account to other currencies through customary channels including, without limitation, Custodian or any of its affiliates, as shall be necessary to effect any transaction directed by Principal or the Investment Manager. Principal or the Investment Manager, as the case may be, acknowledges that (I) the foreign currency exchange department is a part of Custodian or one of its affiliates or subsidiaries; (II) the Account is not obligated to effect foreign currency exchange with Custodian; (III) Custodian will receive benefits for such foreign currency transactions which are in addition to the compensation which Custodian receives for administering the Account; and (IV) Custodian will make available the relevant data so that Principal or the Investment Manager, as the case may be, can determine that the foreign currency exchange transactions are as favorable to the Account as terms generally available in arm's length transactions between unrelated parties.

8.7 Custodian shall have no responsibility to manage or recommend investments of the Account or to initiate any purchase, sale, or other investment transaction in the absence of instructions from Principal or, where applicable, an Investment Manager.

9. MARKET TRANSACTIONS; SETTLEMENT DATES. Custodian has identified certain Foreign Markets and certain Emerging Markets in Appendix A of this Agreement, which Custodian may amend in writing to Principal from time to time.

9.1 Principal agrees that all settlements of Securities transactions shall be transacted in accordance with the local laws, customs, market practices and procedures to which Sub-Custodians and Depositories are subject in each Foreign and Emerging Market.

9.2 Notwithstanding the foregoing Paragraph 8, Principal understands and agrees that settlement of Securities transactions is available only on an actual settlement date basis in certain Emerging Markets, which are identified in Appendix A, and as may be amended by Custodian in writing to Principal from time to time.

9.2.1 For Emerging Markets with actual settlement dates, cash of any currency deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the actual business day on which funds of good value are available to Sub-Custodian in the Account.

9.2.2 For Emerging Markets with actual settlement dates, Securities deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the actual business day on which such Securities are held in the nominee name or are otherwise subject to the control of, and in a form for good delivery by, the Sub-Custodian.

10. CAPITAL CHANGES; INCOME.

10.1 Custodian may, without further instructions from Principal or any Investment Manager, exchange temporary certificates and may surrender and exchange Securities for other securities in connection with any reorganization, recapitalization, or similar transaction in which the owner of the Securities is not given an option. Custodian has no responsibility to effect any such exchange unless it has received actual notice of the event permitting or requiring such exchange at its office designated in Paragraph 17 of this Agreement or at the office of its designated agents.

10.2 Custodian, or its designated agents, are authorized, as Principal's agent, to surrender against payment maturing obligations and obligations called for redemption, and to collect and receive payments of interest and principal, dividends, warrants, and other things of value in connection with Securities. Except as otherwise provided in Subparagraph 18.4 of this Agreement, Custodian or its designated agents shall not be obligated to enforce collection of any item by legal process or other means.

10.3 Custodian or its designated agents are authorized to sign for Principal all declarations, affidavits, certificates, or other documents that may be required to collect or receive payments or distributions with respect to Securities. Custodian or its designated agents are authorized to disclose, without further consent of Principal, Principal's identity to issuers of Securities, or the agents of such issuers, who may request such disclosure.

11. NOTICES RE ACCOUNT SECURITIES. CUSTODIAN shall notify Principal or, where applicable, the Investment Manager, of any reorganization, recapitalization, or similar transaction not covered by Paragraph 10, and any subscription rights, proxies, and

other shareholder information pertaining to the Securities actual notice of which is received by Custodian at its office designated in Paragraph 17 of this Agreement or at the offices of its designated agents. Custodian's sole responsibility in this regard shall be to give such notices to Principal or the Investment Manager, as the case may be, within a reasonable time after Custodian receives them, and Custodian shall not otherwise be responsible for the timeliness of such notices. Custodian has no responsibility to respond or otherwise act with respect to any such notice unless and until Custodian has received appropriate instructions from Principal or the Investment Manager.

12. TAXES. Custodian shall pay or cause to be paid from the Account all taxes and levies in the nature of taxes imposed on the Account or the Securities thereof by any country. Custodian will use its best efforts to give the Investment Manager advance written notice of the imposition of such taxes. However, Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Securities or the income thereof that are available under applicable tax laws, treaties, and regulations.

13. CASH. Principal may from time to time, direct Custodian to hold Account cash in The HighMark(SM) Group of mutual funds or in any investment company for which Custodian or its affiliates or subsidiaries, acts as investment advisor or custodian, or provides other services. Principal shall designate the particular HighMark fund or such other above-mentioned fund that Principal deems appropriate for the Account. Principal or an Investment Manager, where applicable, acknowledges that Custodian will receive fees for such services which will be in addition to those fees charged by Custodian as agent for the Account.

14. REPORTS. Custodian shall give written reports to Principal showing (I) each transaction involving Securities effected by or reported to Custodian; (II) the identity and location of Securities held by Custodian as of the date of the report; (III) any transfer of location of Securities not otherwise reported; and (IV) such other information as shall be agreed upon by Principal and Custodian. Unless otherwise agreed upon by Principal and Custodian, Custodian shall provide the reports described in this Paragraph 14 on a monthly basis.

15. INSTRUCTIONS FROM PRINCIPAL.

15.1 Principal shall certify or cause to be certified to Custodian in writing the names and specimen signatures of all persons authorized to give instructions, notices, or other communications on behalf of Principal or any Investment Manager. Such certification shall remain effective until Custodian receives notice to the contrary.

15.2 Principal or authorized Investment Manager, as the case may be, may give instruction, notice, or other communication called for by this Agreement to Custodian in writing, or by telecopy, telex, telegram, or other form of electronic communication acceptable to Custodian. Unless otherwise expressly provided, all

Instructions shall continue in full force and effect until canceled or superseded. Principal or Investment Manager may give and Custodian may accept oral instructions on an exception basis; provided, however, that Principal or Investment Manager shall promptly confirm any oral communications in writing or by telecopy or other means permitted hereunder. Principal will hold Custodian harmless for the failure of Principal or Investment Manager to send confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Custodian's failure to produce such confirmation at any subsequent time. Custodian may electronically record any instruction given by telephone, and any other telephone discussions with respect to the Custody Account.

15.3 All such communications shall be deemed effective upon receipt by Custodian at its address specified in Paragraph 17 of this Agreement, as amended from time to time. Custodian without liability may rely upon and act in accordance with any instruction that Custodian using ordinary care believes has been given by Principal or an Investment Manager.

15.4 Custodian may at any time request instructions from Principal and may await such instructions without incurring liability. Custodian has no obligation to act in the absence of such requested instructions, but may, however, without liability take such action as it deems appropriate to carry out the purposes of this Agreement.

16. FUNDS TRANSFER INSTRUCTIONS.

16.1 Principal authorizes Custodian to act upon instructions for the transfer of funds from the Account to any other account(s) of Principal or to any third party when such instructions are received from Principal or Principal's Appointed Persons and which have been authenticated by Custodian in accordance with the securities procedures agreed to by Principal as set forth in Subparagraph 16.2 hereof.

16.2 Principal agrees to the security procedure(s) offered by Custodian to authenticate, amend, and request cancellation of funds transfer instructions as set forth below. If a funds transfer instruction received by Custodian purports to have been transmitted or authorized by Principal, it will be deemed effective as Principal's instruction if Custodian followed the security procedure(s) set forth below:

16.2.1 AUTHENTICATED ELECTRONIC INSTRUCTION. Funds transfer instructions received by Custodian via secured electronic systems, e.g., Telex, Swift, etc. carry the same force as if Principal or the Appointed Person gave such instruction directly.

16.2.2 STANDING INSTRUCTION FOR FUNDS TRANSFERS. If Principal instructs Custodian in writing to initiate funds transfers to any account(s) of Principal or to any designated third party beneficiary under standing instructions, Custodian will perform no call-back for such Custodian initiated funds transfers.

16.2.3 REPETITIVE FUNDS TRANSFERS. Repetitive funds transfers may be initiated via facsimile by Principal or Appointed Person after Custodian has performed an initial call back to a different Appointed Person to verify the repetitive transfer information. Upon receiving each funds transfer request, Custodian will verify that the individual whose signature appears on the funds transfer request is an Appointed Person, and that the repetitive payment destination matches the beneficiary data on the initial authorization.

16.2.4 NON-REPETITIVE FUNDS TRANSFERS. Non-repetitive funds transfers may be initiated via facsimile by Principal or Appointed Person after Custodian has performed a call back to a different Appointed Person and has verified that the individual whose signature appears on the funds transfer request is an Appointed Person. if Principal selects this security procedure for non-repetitive funds transfers, Principal acknowledges that Principal may assume a greater risk of unauthorized transfers than with the other procedures offered by Custodian.

16.3 Custodian will use its best efforts to execute each properly authorized funds transfer instructions on the day of receipt if Custodian receives the instruction and is able to authenticate it before Custodian's cut-off time, and the day of receipt is a funds transfer business day for Custodian and the transmission facility selected. Custodian may change its cutoff time without prior notice to Principal.

16.4 Custodian at its sole discretion may reject any funds transfer instruction which (0 exceeds the collected and available funds on deposit in the Account; (II) is not authenticated to Custodian's satisfaction or which Custodian believes may not be authorized by Principal; (III) contains incorrect, inconsistent, ambiguous, or missing information; (IV) involves funds which are subject to a lien, security interest, claim, hold, dispute, or legal process prohibiting withdrawal. Custodian shall incur no liability to Principal for any loss occasioned by Custodian's refusal, with or without notice to Principal, to honor any funds transfer instructions.

16.5 If there are insufficient available funds in the Account to cover Principal's obligations under this Agreement, Custodian may at is sole discretion choose to complete funds transfers initiated by Principal, and Principal agrees to immediately repay Custodian the amount of any overdraft created thereby plus any overdraft charges imposed in connection therewith, without notice or demand to Principal.

16.6 If Principal's transfer instructions identifies the beneficiary, the beneficiary's bank, or an intermediary bank by name and an account or other identifying number, Custodian and subsequent parties to the funds transfer may act solely on the basis of such number, even if the name and number do not agree.

16.7 Principal shall have no right to cancel or amend a funds transfer instruction after its receipt by Custodian. However, Custodian shall use reasonable efforts to act on a request by Principal to cancel or amend an instruction prior to executing it, but shall have no liability if cancellation or amendment is not effected.

16.8 Except as otherwise required by the California Commercial Code, Custodian shall not be responsible for any loss or liability arising in connection with this Paragraph 16 from (1) any inaccuracy, act or failure to act on the part of any person not within Custodian's reasonable control, including, without limitation, the failure of other financial institutions to provide accurate or timely information to Custodian or Principal; (II) the failure of other financial institutions to accept payment orders; (III) Principal's negligence or breach of this Agreement; (IV) any ambiguity or inaccuracy in any instruction or in the information set forth in this Agreement given to Custodian by Principal; or (v) any error, failure or delay in execution of any funds transfer instruction, or cancellation or amendment, including without limitation, any inoperability of computer or communication facilities, or other circumstances beyond Custodian's reasonable control. Provided that Custodian has complied with this Paragraph 16, Principal agrees to indemnify and hold Custodian and its directors, officers, employees, agents and attorneys harmless against any claim of any third party arising from or in connection with this Agreement or Custodian's performance of funds transfer services for Principal. Principal agrees to take any and all reasonable actions to mitigate any potential or actual Custodian loss or liability under this Paragraph 16.

17. ADDRESSES. Until further notice from either party, all communications called for under this Agreement shall be addressed as follows:

IF TO PRINCIPAL:

THE ADVISORS' INNER CIRCLE FUND

C/o SEI Investments, Inc.
Legal Department
Attn: William E. Zitelli, Jr.
One Freedom Valley Drive
Oaks, PA 19456
Telephone: (610) 676-2915
Telecopier: (484) 676-2915

IF TO CUSTODIAN:

UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION

Union Bank of California Global Custody Attn: Mr. Carl E. Schultz, Senior Vice President 475 Sansome Street, 15(th) Floor San Francisco, California 94111 Telephone: (415) 291-7673
Telecopier: (415) 291-7697
Telex (Answerback): 215748/MBCTD UR

18. CUSTODIAN'S RESPONSIBILITIES AND LIABILITIES:

18.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own.

18.2 Custodian (I) shall not be required to maintain any special insurance for the benefit of Principal; and (II) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian's liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of Principal. Under no circumstances shall Custodian be liable for any consequential, indirect, punitive, or special damage which Principal may incur or suffer in connection with this Agreement.

18.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from Principal or any investment Manager.

18.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees).

18.5 With respect to legal proceedings referred to in Subparagraph 18.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

19. INDEMNITIES.

19.1 Principal hereby agrees to indemnify Custodian against all liability, claims, demands, damages, losses, and costs, including reasonable attorneys' fees and expenses of legal proceedings, resulting from Custodian's compliance with instructions from Principal or any Investment Manager and the terms of this Agreement, except where Custodian has acted with negligence or willful misconduct.

19.2 Custodian's right to indemnity under Subparagraph 19.1 of this Agreement shall survive the termination of this Agreement.

20. COMPENSATION; EXPENSES. Principal shall reimburse Custodian for all reasonable out-of-pocket expenses and processing costs incurred by Custodian in the administration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph 18.5 of this Agreement. Principal also shall pay Custodian reasonable compensation for its services hereunder as specified in Appendix B. Custodian shall be entitled to withdraw such expenses or compensation from the Account if Principal fails to pay the same to Custodian within 45 days after Custodian has sent an appropriate billing to Principal; provided, however, that Custodian will give Principal ten (10) days prior written notice before withdrawing such funds.

21. AMENDMENT; TERMINATION. This Agreement may be amended at any time by a written instrument signed by the parties. Either party may terminate this Agreement and the Account upon 90 days' written notice to the other unless the parties agree on a different time period. Upon such termination, Custodian shall deliver or cause to be delivered the Securities, less any amounts due and owing to Custodian under this Agreement, to a successor custodian designated by Principal or, if a successor custodian has not accepted an appointment by the effective date of termination of the Account, to Principal. Upon completion of such delivery Custodian shall be discharged of any further liability or responsibility with respect to the Securities so delivered.

22. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors in interest. Without consent of the parties, this agreement cannot be assigned to any third party.

23. GOVERNING LAW. The validity, construction, and administration of this Agreement shall be governed by the applicable laws of the United States from time to time in force and effect and, to the extent not preempted by such laws of the United States, by the laws of the State of California.

24. PRINCIPAL'S AGREEMENT AND DECLARATION OF TRUST. Principal is a business trust organized under Massachusetts law and under a Declaration of Trust, to which reference is hereby made and a copy of which is on file at the office of the Secretary of The Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. Custodian acknowledges that the obligations of any Fund entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such

capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of Principal personally, but bind only the assets of Principal. Custodian acknowledges that in dealing with any series or funds of Principal, it must look solely to the assets of Principal belonging to such series or funds for the enforcement of any(.) claims against Principal.

25. EFFECTIVE DATE. This Agreement shall be effective as of the date appearing below, and shall supersede any prior or existing agreements between the parties pertaining to the subject matter hereof.

Date: JUNE 26, 2001

PRINCIPAL:

/S/ WILLIAM E. ZITELLI, JR.
---------------------------
Authorized Signature

UNION BANK OF CALIFORNIA, N.A.

/S/ CARL E. SCHULTZ
-------------------
Authorized Signature

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        FOREIGN/
                                                                                           COMPULSORY   EMERGING       SETTLEMENT
COUNTRY/MARKET SUB-CUSTODIAN                                    DEPOSITORY                 DEPOSITORY    MARKET         STANDARD
------------------------------------------------------------------------------------------------------------------------------------
Australia      National Australia Bank          Government Debt: The Reserve Bank              Yes      Foreign        Contractual
                                                    Information and Transfer System
                                                   Corporate and Government Bond:
                                                              Austraclear
                                               Equities: Clearing House Electronic Sub-
                                                            register System
------------------------------------------------------------------------------------------------------------------------------------
Austria        Bank Austria                          Wertpapiersammelbank bei der              Yes      Foreign        Contractual
                                                   Oesterreichischi Kontrollbank AG
------------------------------------------------------------------------------------------------------------------------------------
Belgium        KBC Bank                        Government Instruments: Banque Nationale        Yes      Foreign        Contractual
                                                              de Belgique
                                                 Equities and Corporate Debt: Caisse
                                                  Interprofessionelle de Depots et de
                                                            Virements de Titres
------------------------------------------------------------------------------------------------------------------------------------
Canada         Royal Bank of Canada            The Canadian Depository for Securities          Yes      Foreign        Contractual
                                                                 Limited
------------------------------------------------------------------------------------------------------------------------------------
Denmark        Danske Bank                            The Danish Securities Centre             Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
Finland        Merita Bank                         Finnish Central Depository Limited          Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
France         Credit Agricole Indosuez                      Euroclear France                  Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
Germany        Dresdner Bank                         Clearstream Banking Frankfurt             Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
Hong Kong      Standard Chartered Bank           Government Instruments: Hong Kong             Yes      Foreign        Contractual
                                                        Monetary Authority
                                              Equities and Corporate Debt: Hong Kong
                                               Securities Clearing Company Limited
------------------------------------------------------------------------------------------------------------------------------------
Ireland        Allied Irish Bank                                 CREST                         Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
Italy          Banca Commerciale Italiana                     Monte Titoli                     Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
Japan          Bank of Tokyo Mitsubishi        Government Instruments: Bank of Japan            No      Foreign        Contractual
                                                 Equities and Corporate Bonds: Japan
                                                    Securities Depository Center
------------------------------------------------------------------------------------------------------------------------------------
Netherlands    Fortis Bank                     Nederlands Centraal lnstituut voor Giraal       Yes      Foreign        Contractual
                                                         Effectenverkeer B.V.
------------------------------------------------------------------------------------------------------------------------------------
New Zealand    National Nominees                     Reserve Bank of New Zealand               Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
Norway         Christiania Bank                         Verdipapirsentralen                    Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
Portugal       Banco Comercial Portugues             Central de Valores Mobiliarios             No      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------
Singapore      Development Bank of                 Central Depository (PTE) Limited            Yes      Foreign        Contractual
               Singapore
------------------------------------------------------------------------------------------------------------------------------------
South Africa   Standard Bank of South Africa     Government and Corporate Debt: The             No      Foreign        Contractual
                                                      Central Depository Limited
                                                 Equities: Shares Transactions Totally
                                                               Electronic
------------------------------------------------------------------------------------------------------------------------------------
Spain          Paribas                            Government Bonds: Bank of Spain              Yes      Foreign        Contractual
------------------------------------------------------------------------------------------------------------------------------------

UNION BANK OF CALIFORNIA GLOBAL CUSTODY                                                                                  PAGE 1 OF 3

                                                                                                           FOREIGN/
                                                                                            COMPULSORY     EMERGING      SETTLEMENT
COUNTRY/MARKET      SUB-CUSTODIAN                             DEPOSITORY                    DEPOSITORY      MARKET        STANDARD
------------------------------------------------------------------------------------------------------------------------------------
                                                Equities and Corporate Debt: Servico de
                                                Compensacion y Liquidacion de Valores
------------------------------------------------------------------------------------------------------------------------------------
Sweden              Svenska Handelsbanken                Vardepapperscentralen                 Yes         Foreign       Contractual
------------------------------------------------------------------------------------------------------------------------------------
Switzerland         UBS AG                                 Segalntersettle AG                  No          Foreign       Contractual
------------------------------------------------------------------------------------------------------------------------------------
United Kingdom      HSBC Bank                                     CREST                        Yes         Foreign       Contractual
------------------------------------------------------------------------------------------------------------------------------------
Argentina           Citibank                                 Cap de Valores                    No          Emerging      Contractual
------------------------------------------------------------------------------------------------------------------------------------
Bangladesh          Standard Chartered Bank                        None                        No          Emerging        Actual
------------------------------------------------------------------------------------------------------------------------------------
Brazil              Citibank                   Equities: Camara de Liquidacao e Custodia       Yes         Emerging        Actual
                                                Government Bonds: Sistema Especial de
                                                           Liquidacao e Custodia
                                               Other Fixed Income: Camara de Liquidacao
                                                                  e Custodia
------------------------------------------------------------------------------------------------------------------------------------
Chile               Citibank                       Deposito Central de Valores                 No         Emerging         Actual
------------------------------------------------------------------------------------------------------------------------------------
China               Standard Chartered Bank     Shanghai Equities: Shanghai Securities         Yes        Emerging         Actual
                                                    Central Clearing and Registration
                                                                Corporation
                                               Shenzhen Equities: Shenzhen Securities
                                                         Registrars Company Ltd.
------------------------------------------------------------------------------------------------------------------------------------
Colombia            Citibank                  Government Bonds: Deposito Central de            No         Emerging         Actual
                                                                Valores
                                             Equities and Other Fixed Income: Deposito
                                                        Centralizado de Valores
------------------------------------------------------------------------------------------------------------------------------------
Czech Republic      Ceskoslovenska Obchodni    Government Bonds: Registracni Centrum           Yes        Emerging         Actual
                    Banka                                Ceske Narodni Banky
                                            Equities and Other Fixed Income: Stredisko
                                                            Cennych Papiru
------------------------------------------------------------------------------------------------------------------------------------
Egypt               Citibank                      Misr for Clearing, Settlement and            Yes       Emerging          Actual
                                                               Depository
------------------------------------------------------------------------------------------------------------------------------------
Greece              Citibank                   Equities: Central Securities Depository         Yes       Emerging        Contractual
                                               Government Instruments: Bank of Greece                                  .
------------------------------------------------------------------------------------------------------------------------------------
Hungary             Bank Austria             Central Depository and Clearing House Ltd.        Yes       Emerging          Actual
------------------------------------------------------------------------------------------------------------------------------------
India               Citibank                Government Bonds: The Public Debt Office           Yes       Emerging          Actual
                                              Equities and Corporate Bonds: National
                                                      Securities Depository Ltd.
                                              Equities and Corporate Bonds: Bombay
                                                  Stock Exchange Clearing House
                                              Equities and Corporate Bonds: National
                                                  Stock Exchange Clearing House
------------------------------------------------------------------------------------------------------------------------------------
Indonesia           Standard Chartered Bank      PT. Kustodian Sentral Efek Indonesia          Yes      Emerging           Actual
------------------------------------------------------------------------------------------------------------------------------------
Israel              Bank Leumi                                   None                          No       Emerging           Actual
------------------------------------------------------------------------------------------------------------------------------------
Jordan              Citibank                                     None                          No       Emerging           Actual
------------------------------------------------------------------------------------------------------------------------------------
Korea (Republic of) Standard Chartered Bank         Korean Securities Depository               Yes      Emerging           Actual
------------------------------------------------------------------------------------------------------------------------------------

UNION BANK OF CALIFORNIA GLOBAL CUSTODY                                                                                  Page 2 of 3

                                                                                                           FOREIGN/
                                                                                            COMPULSORY     EMERGING      SETTLEMENT
COUNTRY/MARKET     SUB-CUSTODIAN                         DEPOSITORY                         DEPOSITORY      MARKET        STANDARD
------------------------------------------------------------------------------------------------------------------------------------
Malaysia       Standard Chartered Bank     Government Bonds: Bank Nagara Malaysia              Yes        Emerging         Actual
                                               Equities and Other Fixed Income:
                                                 Malaysian Central Depository
------------------------------------------------------------------------------------------------------------------------------------
Mexico         Citibank                     Institute Para el Deposito de Valores              Yes        Emerging      Contractual
------------------------------------------------------------------------------------------------------------------------------------
Morocco        Citibank                                  MAROCLEAR                             No         Emerging         Actual
------------------------------------------------------------------------------------------------------------------------------------
Pakistan       Standard Chartered Bank    Government Instruments: State Bank of                No         Emerging         Actual
                                                          Pakistan
                                         Equities and Other Fixed Income: Central
                                            Depository Company of Pakistan Ltd.
------------------------------------------------------------------------------------------------------------------------------------
Peru           Citibank                                  CAVALI                               Yes        Emerging         Actual
------------------------------------------------------------------------------------------------------------------------------------
Philippines    Standard Chartered Bank    Equities: Philippine Central Depository             Yes        Emerging         Actual
                                         Government Bonds: Bangko Sentral ng
                                                        Philippines
                                         Other Government Instruments: Bureau of
                                                         Treasury
------------------------------------------------------------------------------------------------------------------------------------
Poland         Bank Handlowy               Government Bonds: National Bank of                Yes        Emerging          Actual
                                                          Poland
                                       Equities and Other Fixed Income: National
                                                 Depository of Securities
------------------------------------------------------------------------------------------------------------------------------------
Russia         Citibank                    Government Bonds: Rosvneshtorgbank                No        Emerging          Actual
                                           Equities, GKO's and OFZ's: National
                                                    Depository Center
------------------------------------------------------------------------------------------------------------------------------------
Slovenia       Bank Austria              Central Securities Clearing Corporation            Yes        Emerging          Actual
------------------------------------------------------------------------------------------------------------------------------------
Sri Lanka      Standard Chartered Bank           Central Depositary System                  No         Emerging          Actual
------------------------------------------------------------------------------------------------------------------------------------
Taiwan         Standard Chartered Bank     Taiwan Securities Central Depository             Yes        Emerging       Contractual
                                                         Company Ltd,
------------------------------------------------------------------------------------------------------------------------------------
Thailand       Standard Chartered Bank   Thailand Securities Depository Company             No         Emerging         Actual
                                                          Ltd.
------------------------------------------------------------------------------------------------------------------------------------
Turkey         Citibank                Government Bonds: Central Bank of Turkey            Yes         Emerging         Actual
                                        Equities and Other Fixed Income: Istanbul
                                              Settlements and Custody Bank
------------------------------------------------------------------------------------------------------------------------------------
Venezuela      Citibank                 Equities, Corporate and Government Debt:           No          Emerging         Actual
                                            Caja Venezolana de Valores S.A.
------------------------------------------------------------------------------------------------------------------------------------

UNION BANK OF CALIFORNIA GLOBAL CUSTODY Page 3 of 3

APPENDIX B
TO THE
CUSTODIAN AGREEMENT
BY AND BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
MUFG UNION BANK, N.A.

JUNE 1, 2016

NAMES OF FUNDS

Acadian Emerging Markets Portfolio

AT Disciplined Equity Fund
AT Mid Cap Equity Fund
AT Income Opportunities Fund

AlphaOne Micro Cap Equity Fund

Cambiar Opportunity Fund
Cambiar International Equity Fund
Cambiar Small Cap Fund
Cambiar Unconstrained Equity Fund
Cambiar SMID Fund
Cambiar Global Equity Fund
Cambiar International Small Cap Fund

CBRE Clarion Long/Short Fund

CBRE Clarion Global Infrastructure Value Fund

Hamlin High Dividend Equity Fund

ICM Small Company Portfolio

Loomis Sayles Full Discretion Institutional Securitized Fund

McKee International Equity Portfolio

1 | Page

NAMES OF FUNDS Continued

Rice Hall James Micro Cap Portfolio
Rice Hall James Small Cap Portfolio
Rice Hall James SMID Cap Portfolio

Sarofim Equity Fund

Thomson Horstmann & Bryant Microcap Fund

                             TS&W Equity Portfolio

By: The Advisors' Inner Circle Fund                   By: MUFG Union Bank, N.A.,
"Principal"                                           "Custodian"

/s/ Dianne Descoteaux                                 /s/ Theresa A.  Moore
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Authorized  Signature                                 Authorized Signature

Dianne Descoteaux VP & Secretary                      Theresa A. Moore, VP
--------------------------------                      ---------------------
Name & Title                                          Name & Title

8/24/16                                               08/24/2016
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Date                                                  Date

CUSTODIAN AGREEMENT

THIS AGREEMENT, dated as of November 25, 2014, between THE ADVISORS' INNER CIRCLE FUND I, a management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 ("the 1940 ACT") (the FUND), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&CO. or the
CUSTODIAN).

W I T N E S S E T H :

WHEREAS, the Fund wishes to employ BBH&Co. to act as custodian for the Fund and to provide related services, all as provided herein, and BBH&Co. is willing to accept such employment, subject to the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Fund and BBH&Co. hereby agree, as follows:

1. APPOINTMENT OF CUSTODIAN. The Fund hereby appoints BBH&Co. as the Fund's Custodian, and BBH&Co. hereby accepts such appointment. All Investments of the Fund delivered to the Custodian or its agents or Subcustodians shall be dealt with as provided in this Agreement. The duties of the Custodian with respect to the Fund's Investments shall be only as set forth expressly in this Agreement which duties are generally comprised of safekeeping and various administrative duties that will be performed in accordance with Instructions and as reasonably required to effect Instructions.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FUND. The Fund hereby represents, warrants and covenants each of the following:

2.1 This Agreement has been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. Neither this Agreement nor any Instruction issued thereunder violates any Applicable Law or conflicts with any agreement, judgment, order or decree to which the Fund is a party or by which it or its Investments is bound.

2.2 By providing an Instruction with respect to the first acquisition of an Investment in a jurisdiction other than the United States of America, the Fund shall be deemed to have confirmed to the Custodian that the Fund has
(a) understands and accepts all material Country, Sanctions or Sovereign Risks and accepts responsibility for their occurrence, (b) made all determinations required to be made by the Fund under the 1940 Act, and
(iii) appropriately and adequately disclosed to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks.

2.4 By providing an Instruction in respect of an Investment (which Instruction may relate to among other things, the execution and/or settlement of trades), the Fund hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation "as is" without recourse against BBH&Co, subject to BBH&Co. complying with the standard of care set forth in Section 9 herein in regard to completing such documentation.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to it by or on behalf of the Fund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.3.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.'s name by any means other than the issuance of an Instruction by the Fund to BBH&Co.; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Fund invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Fund's investments in such schemes; (vi) agrees that BBH&Co. shall have no

obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment unless instructed to do so by the Fund and the Fund has sufficient cash on deposit with BBH&Co. to fund such requirements; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.'s performance pursuant to an Instruction or under this Agreement; (viii) represents that it is not a "Plan" (which term includes (1) employee benefit plans that are subject to the United States ("US") Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include "plan assets" of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the "plan assets" of, a Plan; (ix) undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the beneficial investor to the Investment, and as to any tax withholding or benefit to which an Investment may be subject; and (x) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Fund for which the Fund does not have sufficient cash on deposit with BBH&Co.

2.4.1 To the extent that the Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Fund, and the Fund requests that BBH&Co. provide the Fund with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Fund hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Fund (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Fund or its designated agent to enable the Fund to so execute, (iii) agrees to ensure that any instructions issued by the Fund or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Fund also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Fund,
(2) BBH&Co. is not receiving compensation in connection with the Fund's execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Fund.

2.7 The Fund represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Fund further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime;
(ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists

2.8 The Fund represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the "Sanctioned Property"). The Fund further represents and warrants that

it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property.

3. REPRESENTATION AND WARRANTY OF BBH&CO. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. In addition, BBH&Co. represents and warrants that as of the date of this Agreement, it is in good standing with the regulatory authority to which it is subject, namely the New York State Department of Financial Services.

4. INSTRUCTIONS. Unless otherwise explicitly indicated herein, the Custodian shall perform its duties pursuant to Instructions. As used herein, the term INSTRUCTION shall mean a directive initiated by the Fund, acting directly or through its board of directors or trustees or other Authorized Person, which directive shall conform to the requirements of this Section 4.

4.1 AUTHORIZED PERSONS. For purposes hereof, an Authorized Person shall be a person or entity authorized to give Instructions for or on behalf of the Custodian by written notices to the Custodian or otherwise for or on behalf of the Fund in accordance with procedures delivered to and acknowledged by the Custodian. The Custodian may treat any Authorized Person as having the full authority of the Fund to issue Instructions hereunder unless the notice of authorization contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority of Authorized Persons until it receives appropriate written notice from the Fund to the contrary.

4.2 FORM OF INSTRUCTION. Each Instruction shall be transmitted by such secured or authenticated electromechanical means as the Custodian shall make available to the Fund from time to time unless the Fund shall elect to transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this Section.

4.2.1 FUND DESIGNATED SECURED-TRANSMISSION METHOD. Instructions may be transmitted through a secured or tested electro-mechanical means identified by the Fund or by an Authorized Person entitled to give Instruction and acknowledged and accepted by the Custodian, it being understood that such acknowledgment shall authorize the Custodian to accept such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the means utilized by the Authorized Person.

4.2.2 WRITTEN INSTRUCTIONS. Instructions may be transmitted in a writing that bears the manual signature of Authorized Persons.

4.2.3 OTHER FORMS OF INSTRUCTION. Instructions may also be transmitted by another means determined by the Fund or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as are contained in Subsection 4.2.1, above) including Instructions given orally or by SWIFT or telefax (whether tested or untested).

When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds Transfers performed in accordance with Instructions. The Funds Transfer Services Schedule and the Electronic and Online Services Schedule to this Agreement shall

each comprise a designation of a means of delivering Instructions for purposes of this Section 4.2.

4.3 COMPLETENESS AND CONTENTS OF INSTRUCTIONS. The Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in the Fund's Investments and upon any delivery and transfer of any Investment or moneys, the person initiating the Instruction shall give the Custodian an Instruction with appropriate detail, including, without limitation:

4.3.1 The transaction date and the date and location of settlement;

4.3.2 The specification of the type of transaction;

4.3.3 A description of the Investments or moneys in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered and currency information. Where an Instruction is communicated by electronic means, or otherwise where an Instruction contains an identifying number such as a CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such number as controlling notwithstanding any inconsistency contained in the Instruction, particularly with respect to Investment description; and

4.3.4 The name of the broker or similar entity concerned with execution of the transaction.

If the Custodian determines that an Instruction is either unclear or incomplete, the Custodian may give prompt notice of such determination to the Fund, and the Fund shall thereupon amend or otherwise reform the Instruction. In such event, the Custodian shall have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction.

4.4 TIMELINESS OF INSTRUCTIONS. In giving an Instruction, the Fund shall take into consideration delays which may occur due to the involvement of a Subcustodian or agent, differences in time zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established specific timing requirements or deadlines with respect to particular classes of Instruction, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such instruction due to time zone differences or other factors beyond its reasonable control, the execution of any Instruction received by the Custodian after such deadline or at such time (including any modification or revocation of a previous Instruction) shall be at the risk of the Fund. The Custodian shall use commercially reasonable efforts to process such Instructions by the end of the next business day.

5. SAFEKEEPING OF FUND ASSETS. The Custodian shall hold Investments delivered to it or Subcustodians for the Fund in accordance with the provisions of this Section. The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Subcustodians; or, (b) preexisting faults or defects in Investments that are delivered to the Custodian or its Subcustodians. The Custodian is hereby authorized to hold with itself or a Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any corporate action or income event. The Custodian shall hold Investments for the account of the Fund and shall segregate Investments from assets belonging to the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the Subcustodian in an account held for the Fund or in an account maintained by the Subcustodian generally for non-proprietary assets of the Custodian.

5.1 USE OF SECURITIES DEPOSITORIES. The Custodian may deposit and maintain Investments in any Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian. Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of terms and conditions or other document or conditions effective between the Securities Depository and the Custodian or the Subcustodian, as the case may be, and (b) in an account for the Fund or in bulk segregation in an account maintained for the non-proprietary assets of the entity holding such Investments in the Depository. If market practice or the rules and regulations of the Securities Depository prevent the Custodian, the Subcustodian or (any agent of either) from holding its client assets in such a separate account, the Custodian, the Subcustodian or other agent shall as appropriate segregate such Investments for

the benefit of the Fund or for the benefit of clients of the Custodian generally on its own books.

5.2 CERTIFICATED ASSETS. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held.

5.3 REGISTERED ASSETS. Investments which are registered may be registered in the name of the Custodian, a Subcustodian, or in the name of the Fund or a nominee for any of the foregoing, and may be held in any manner set forth in Section 5.2 above with or without any identification of fiduciary capacity in such registration.

5.4 BOOK ENTRY ASSETS. Investments which are represented by book-entry may be so held in an account maintained by the Book-Entry Agent on behalf of the Custodian, a Subcustodian, an Agent of the Custodian, or a Securities Depository.

5.5 REPLACEMENT OF LOST INVESTMENTS. In the event of a loss of Investments for which the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss, or such other lesser amount as shall be agreed by the parties.

6. ADMINISTRATIVE DUTIES OF THE CUSTODIAN. The Custodian shall perform the following administrative duties with respect to Investments of the Fund.

6.1 PURCHASE OF INVESTMENTS. Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

6.2 SALE OF INVESTMENTS. Pursuant to Instruction, Investments sold for the account of the Fund shall be delivered (a) against payment therefor in cash, by check or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

6.3 DELIVERY AND RECEIPT IN CONNECTION WITH BORROWINGS OF THE FUND OR OTHER COLLATERAL AND MARGIN REQUIREMENTS. Pursuant to Instruction, the Custodian may deliver or receive Investments or cash of the Fund in connection with borrowings or loans by the Fund and other collateral and margin requirements.

6.4 FUTURES AND OPTIONS. If, pursuant to an Instruction, the Custodian shall become a party to an agreement with the Fund and a futures commission merchant regarding margin (TRI-PARTY AGREEMENT), the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the purchase or sale by the Fund of exchange-traded futures contracts and commodity options, (b) when required by such Tri-Party Agreement, deposit and maintain in an account opened pursuant to such Agreement (MARGIN ACCOUNT), segregated either physically or by book-entry in a Securities Depository for the benefit of any futures commission merchant, such Investments as the Fund shall have designated as initial, maintenance or variation "margin" deposits or other collateral intended to secure the Fund's performance of its obligations under the terms of any exchange-traded futures contracts and commodity options; and (c) thereafter pay, release or transfer Investments into or out of the margin account in accordance with the provisions of such Agreement. Alternatively, the Custodian may deliver Investments, in accordance with an Instruction, to a futures commission merchant for purposes of

margin requirements in accordance with Rule 17f-6 under the 1940 Act. The Custodian shall in no event be responsible for the acts and omissions of any futures commission merchant to whom Investments are delivered pursuant to this Section; for the sufficiency of Investments held in any Margin Account; or, for the performance of any terms of any exchange-traded futures contracts and commodity options.

6.5 CONTRACTUAL OBLIGATIONS AND SIMILAR INVESTMENTS. From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

6.6 EXCHANGE OF SECURITIES. Unless otherwise directed by Instruction, the Custodian shall: (a) exchange securities held for the account of the Fund for other securities in connection with any reorganization, recapitalization, conversion, stock-split, change of par value of shares or similar event, and (b) deposit any such securities in accordance with the terms of any reorganization or protective plan.

6.7 SURRENDER OF SECURITIES. Unless otherwise directed by Instruction, the Custodian may surrender securities: (a) in temporary form for definitive securities; (b) for transfer into the name of an entity allowable under
Section 5.3; and (c) for a different number of certificates or instruments representing the same number of shares or the same principal amount of indebtedness.

6.8 RIGHTS, WARRANTS, ETC. Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deliver securities in response to any invitation for the tender thereof.

6.9 MANDATORY CORPORATE ACTIONS. Unless otherwise directed by Instruction, the Custodian shall: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Fund's account and promptly notify the Fund of such action; and (b) collect all stock dividends, rights and other items of like nature with respect to such securities.

6.10 INCOME COLLECTION. Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Fund with respect to Investments and promptly credit the amount collected to a Principal or Agency Account; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default or (b) the collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments.

6.11 CORPORATE ACTION INFORMATION. In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall provide to the Fund such material information pertaining to a corporate action which the Custodian actually receives; provided that the Custodian shall not be responsible for the completeness or accuracy of such information. Information relative to any pending corporate action made available to the Fund via any of the services described in the Electronic and Online Services Schedule shall constitute the delivery of such information by the Custodian. Any advance credit of cash or shares expected to be received as a result of any corporate action shall be subject to actual collection and may be reversed by the Custodian.

6.12 PROXY MATERIALS. The Custodian shall deliver, or cause to be delivered, to the Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian. Information relative to any pending corporate action made available to the Fund via any of the services described in the Electronic and Online Services Schedule shall constitute the delivery of such information by the Custodian.

6.13 OWNERSHIP CERTIFICATES AND DISCLOSURE OF THE FUND'S INTEREST. The Custodian is hereby authorized to execute on behalf of the Fund ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Fund with respect to Investments, or in connection with the sale, purchase or ownership of Investments.

With respect to securities issued in the United States of America, the Custodian [ ] may [ X] may not release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Fund. IF NO BOX IS CHECKED, THE CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES CONTRARY INSTRUCTIONS FROM THE FUND. With respect to securities issued outside of the United States of America, information shall be released in accordance with law or custom of the particular country in which such security is located.

6.14. TAXES. The Custodian shall, where applicable, assist the Fund in the reclamation of taxes withheld on dividends and interest payments received by the Fund. In the performance of its duties with respect to tax withholding and reclamation, the Custodian shall be entitled to rely on the advice of counsel and upon information and advice regarding the Fund's tax status that is received from or on behalf of the Fund without duty of separate inquiry.

6.15 OTHER DEALINGS. The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom such payment or delivery is made.

6.16 NONDISCRETIONARY DETAILS AND MINOR EXPENSES. The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by Instruction, and may make payments to itself or others for minor expenses of administering Investments under this Agreement, provided that the Fund shall have the right to request an accounting with respect to such expenses.

6.17 USE OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other affiliate, bank, trust fund or subcontractor as its agent (each an "AGENT" and collectively, the "AGENTS"), in addition to Subcustodians, to carry out such provisions of this Agreement as it may from time to time direct, including in connection with use of any Securities System. The Custodian shall exercise reasonable care in the selection and monitoring of such Agents and Subcustodians. The appointment of an Agent or Subcustodian shall not relieve the Custodian of its obligations under this Agreement.

6.18 REGISTRATION DOCUMENT COMPLETION SERVICE. Each Fund may appoint the Custodian to further provide registration document completion services for account openings, name changes, conversions, mergers, market-specific licensing renewals, account closings and other events, and for such markets, as may be agreed between each Fund and the Custodian from time to time (the "Registration Services"). Each Fund shall pay Custodian such fees as may be agreed between the parties from time to time with respect to the Registration Services in accordance with Section 14 hereof. Each Fund further acknowledges and agrees that: (i) as part of the Registration Services, the Custodian will complete registration documentation for the agreed markets on behalf of the Fund and then forward such documentation to the Fund or an Authorized Person for final review and signature on behalf of the Fund; (ii) by the Fund or an Authorized

Person signing and submitting the aforementioned documentation to the Custodian on behalf of the Fund (the "Submitted Documents"), the Fund shall be deemed to have confirmed to the Custodian that the Fund has reviewed the Submitted Documents and has determined that all of the information contained therein is accurate and complete; (iii) the submission of the Submitted Documents to the Custodian, shall be deemed an Instruction under
Section 4 hereof to open one or more accounts in the referenced market (in accordance with the information provided in the Submitted Documents) and to provide the Submitted Documents and/or the information contained therein to the Subcustodian in the referenced market (and where applicable, for further submission to the relevant Securities Depository, exchanges, regulatory and tax authorities, tax agents and/or brokers in the referenced market).

7. CASH ACCOUNTS, DEPOSITS AND MONEY MOVEMENTS. Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction, including standing Instructions for Principal Accounts to participate in a BBH&Co. cash management vehicle. Notwithstanding any provision to the contrary, the Fund shall be liable as principal for any overdrafts occurring in any cash account.

7.1 TYPES OF CASH ACCOUNTS. Cash accounts opened on the books of the Custodian (PRINCIPAL ACCOUNTS) shall be opened in the name of the Fund. Such accounts collectively shall be a deposit obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in Section 9. Cash accounts opened on the books of a Subcustodian may be opened in the name of the Fund or the Custodian or in the name of the Custodian for its customers generally (AGENCY ACCOUNTS). Such deposits shall be obligations of the Subcustodian and shall be treated as an Investment of the Fund. Accordingly, the Custodian shall be responsible for exercising commercially reasonable care in the administration of such accounts in accordance with Section 9, but shall not be liable for their repayment in the event such Subcustodian, by reason of its bankruptcy, insolvency or otherwise, fails to make repayment. In connection with the services provided hereunder, the Custodian is hereby directed to open cash accounts on its books and records from time to time for the purposes of receiving subscriptions and/or processing redemptions on behalf of the Fund, and/or for the purposes of aggregating, netting and/or clearing transactions (including, without limitation foreign exchange, repurchase agreements, capital stock activity, expense payment) or other administrative purposes on behalf of the Fund or the Fund and affiliated funds (each an "Account"). Each such Account shall be subject to the terms and conditions of this Agreement (including, without limitation
Section 7.6) and the Fund shall be liable for the satisfaction of its own obligations in connection with each Account; provided however, the Fund shall not be liable for the obligations of any other affiliated fund thereunder.

7.1.1 ADMINISTRATIVE ACCOUNTS. In connection with the services provided hereunder, the Custodian is hereby directed to open cash accounts on its books and records from time to time for the purposes of receiving subscriptions and/or processing redemptions on behalf of the Fund and/or for the purposes of aggregating, netting and/or clearing transactions (including, without limitation foreign exchange, repurchase agreements, capital stock activity, expense payment) or other administrative purposes, each on behalf of the Fund (each an "Account"). Each such Account shall be subject to the terms and conditions of this Agreement and the Fund shall be liable for the satisfaction of its obligations in connection with each Account.

7.2 PAYMENTS AND CREDITS WITH RESPECT TO THE CASH ACCOUNTS. The Custodian shall make payments from or deposits to any of the cash accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to the Fund's Investments, and otherwise in accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the event such payment is not actually collected. Custodian shall promptly notify the Fund of any such reversal. Unless otherwise specifically agreed in writing by the Custodian or any Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the deposit is made or carried.

7.3 CURRENCY AND RELATED RISKS. The Fund bears the risks of holding or transacting in any currency, including any mark to market exposure associated with a foreign exchange transaction undertaken with the Custodian. The Custodian shall not be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or
(b) in which such currency is issued, and in no event shall the Custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by the Fund shall be for the account of the Fund.

7.4 FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, subject to the terms of this Section, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of the Fund with such currency brokers or banking institutions, including Subcustodians, as the Fund may direct pursuant to Instructions. The Custodian may act as principal in any foreign exchange transaction with the Fund in accordance with Section 7.4.2 of this Agreement. The obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction.

7.4.1 THIRD PARTY FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Fund on the same basis it performs duties as agent for the Fund with respect to any other of the Fund's Investments. Accordingly the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which the Fund has executed a foreign exchange contract or option, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, (c) may, in connection with cash payments made to third party currency brokers/dealers for settlement of the Fund's foreign exchange spot or forward transactions, foreign currency swap transactions and similar foreign exchange transactions, process settlements using the facilities of the CLS Bank according to CLS Bank's standard terms and conditions, and (d) shall hold in safekeeping all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions. The Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of the foreign exchange contracts and options and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange.

7.4.2 FOREIGN EXCHANGE WITH THE CUSTODIAN AS PRINCIPAL. The Custodian may enter into foreign exchange transactions with the Fund. If a foreign exchange transaction with the Custodian as principal is initiated by Instruction and the parties have no otherwise entered into an agreement specific to such transaction(s), the transaction will be performed and subject to the terms and

conditions currently posted on the Custodian's website at <HTTP://WWW.BBH.COM/FX/INDEX.PHP/FX2/TERMS_AND_CONDITIONS/> (the "FX Online Terms and Conditions"), which terms are available in hardcopy upon request, and which terms may be updated from time to time. The Custodian shall provide notice of any material change to the FX Online Terms and Conditions to the Fund at least ten (10) business days prior to their taking effect, unless the Custodian determines that the circumstances require that a shorter period apply. Foreign exchange transactions that occur or are placed on or after the effective date of such changes, as stated in the applicable notice, shall be governed by the modified FX Online Terms and Conditions. The Fund represents and warrants, each and every time an Instruction to execute a foreign exchange transaction with the Custodian as principal is initiated, that it is an eligible contract participant, as that term is used under the Commodity Exchange Act and the regulations thereunder, as amended from time to time.

7.5 DELAYS. If no event of Force Majeure shall have occurred and be continuing and in the event that a delay shall have been caused by the negligence or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to the Fund: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out Instructions to transfer cash which are not due to the Custodian's own negligence or willful misconduct.

7.6 ADVANCES. If, for any reason in connection with this Agreement the Custodian or any Subcustodian makes an Advance to facilitate settlement or otherwise for the benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does:

7.6.1 acknowledge that the Fund shall have no right, title or interest in or to any Investments purchased with such Advance or proceeds of such Investments, and that any credit to an account of Fund shall be provisional, until: (a) the debit of the Principal or Agency Account by Custodian for an amount equal to Advance Costs; and/or (b) if such debit produces an overdraft in such account, reimbursement to the Custodian or Subcustodian for the amount of such overdraft;

7.6.2 acknowledge that the Custodian has an automatically perfected statutory security interest in Investments purchased with any such Advance pursuant to Section 9-206 of the Uniform Commercial Code as in effect in the State of New York from time to time;

7.6.3 in addition, in order to secure the obligations of the Fund to pay or perform any and all obligations of the Fund pursuant to this Agreement, including without limitation to repay any Advance made pursuant to this Agreement, grant to the Custodian a security interest in all Investments and proceeds thereof (as defined in the Uniform Commercial Code as currently in effect in the State of New York); and agree to take, and agree that the Custodian may take, in respect of the security interest referenced above, any further actions that the Custodian may reasonably require.

7.7 CUSTODIAN'S RIGHTS Neither the Custodian nor any Subcustodian shall be obligated to make any Advance or to allow an Advance to occur to the Fund, and in the event that the Custodian or any Subcustodian does make or allow an Advance, any such Advance and any transaction giving rise to such Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made or allowed by a Subcustodian or any other person, the Custodian may assign all or part of its security interest referenced above and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay the Advance Costs when due, the Custodian or its assignee, as the

case may be, shall be entitled to a portion of the available cash balance in any Agency or Principal Account equal to such Advance Costs, and the Fund authorizes the Custodian, on behalf of the Fund, to pay an amount equal to such Advance Costs irrevocably to such Subcustodian or other person, and to dispose of any property in such Account to the extent necessary to make such payment. Any Investments credited to accounts subject to this Agreement created pursuant hereto shall be treated as financial assets credited to securities accounts under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York from time to time. Accordingly, the Custodian and any Subcustodian shall have the rights and benefits of a secured creditor that is a securities intermediary under such Articles 8 and 9.

7.8 INTEGRATED ACCOUNT. For purposes hereof, deposits maintained in all Principal Accounts (whether or not denominated in Dollars) shall collectively constitute a single and indivisible current account with respect to the Fund's obligations to the Custodian or its assignee, and balances in the Principal Accounts shall be available for satisfaction of the Fund's obligations under this Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.

8. SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Subject to the provisions hereinafter set forth in this Section 8, the Fund hereby authorizes the Custodian to utilize Securities Depositories to act on behalf of the Fund and to appoint from time to time and to utilize Subcustodians. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Securities Depository or Clearing Corporation), notwithstanding any provisions of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of securities or payment, respectively, and securities or payment may be received in a form in accordance with (a) governmental regulations, (b) rules of Securities Depositories and Clearing Agencies, (c) generally accepted trade practice in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms of Instructions.

8.1 DOMESTIC SUBCUSTODIANS AND SECURITIES DEPOSITORIES. The Custodian may deposit and/or maintain, either directly or through one or more Agents appointed by the Custodian, Investments of the Fund in any Securities Depository in the United States, including The Depository Trust Company, provided such Depository meets applicable requirements of the Federal Reserve Bank or of the Securities and Exchange Commission. The Custodian may, from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund in the United States.

8.2 FOREIGN SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Unless instructed otherwise by the Fund, the Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any non-U.S. Securities Depository provided such Securities Depository meets the requirements of an "eligible securities depository" under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation ("Rule 17f-7") or which by order of the Securities and Exchange Commission is exempted therefrom. Prior to the time that securities are placed with such depository, but subject to the provisions of Section 8.5 below, the Custodian shall have prepared an assessment of the custody risks associated with maintaining assets with the Securities Depository and shall have established a system to monitor such risks on a continuing basis in accordance with Section 8.5. Additionally, the Custodian may, from time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Rule 17f-5 or which by order of the Securities and Exchange Commission is exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under
Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund outside the United States.

8.3 DELEGATION OF BOARD REVIEW OF SUBCUSTODIANS. From time to time, the Custodian may agree to perform certain reviews of Subcustodians and of Subcustodian Contracts as the delegate of the Fund's Board. In such event, the Custodian's duties and obligations with respect to this delegated review will be performed in accordance with the terms of the attached 17f-5 Delegation Schedule to this Agreement.

8.4 BOARD APPROVAL OF FOREIGN SUBCUSTODIANS. Unless and except to the extent that the Board has delegated to the Custodian and the Custodian has accepted delegation of review of certain matters concerning the appointment of Subcustodians pursuant to Subsection 8.3, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of the Fund outside the United States, obtain written confirmation of the approval of the Board of Trustees or Directors of the Fund with respect to
(a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such approval to be signed by an Authorized Person. An Instruction to open an account in a given country shall comprise authorization of the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Custodian shall not be required to make independent inquiry as to the authorization of the Fund to invest in such country.

8.5 MONITORING AND RISK ASSESSMENT OF SECURITIES DEPOSITORIES. Prior to the placement of any assets of the Fund with a non-U.S. Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative an assessment of the custody risks associated with maintaining assets within such Securities Depository; and (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository on a continuing basis and to promptly notify the Fund or its Investment Adviser of any material changes in such risk. In performing its duties under this subsection, the Custodian shall use reasonable care and may rely on such reasonable sources of information as may be available including but not limited to: (i) published ratings; (ii) information supplied by a Subcustodian that is a participant in such Securities Depository; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited under most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with reasonable care. The risk assessment shall be provided to the Fund or its Investment Advisor by such means as the Custodian shall reasonably establish. Advices of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information.

8.6 RESPONSIBILITY FOR SUBCUSTODIANS. Except as provided in the last sentence of this Section 8.6, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct in accordance with the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place where the act or omission occurred. The liability of the Custodian in respect of the countries and Subcustodians designated by the Custodian, from time to time on the Global Custody Network Listing shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian.

8.7 NEW COUNTRIES. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, the Custodian is unable to establish such arrangements prior to the time the investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of the local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent.

9. RESPONSIBILITY OF THE CUSTODIAN. In performing its duties and obligations hereunder, the Custodian shall use commercially reasonable care under the facts and circumstances prevailing in the market where performance is effected. Subject to the specific provisions of this Section, the Custodian shall be liable for any direct damage incurred by the Fund in consequence of the Custodian's negligence, bad faith or willful misconduct. In no event shall either party be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement even if such party has been advised of the possibility of such damages. The parties hereto agree that third-party claims arising out of the performance of services by Custodian

under this Agreement shall be deemed direct damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund's Investments or to provide investment advice with respect to such Investments and that the Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.

9.1 LIMITATIONS OF PERFORMANCE. The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such failure to perform for or in consequence of the following causes:

9.1.1 FORCE MAJEURE. FORCE MAJEURE shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the Custodian of its obligations hereunder, by the Subcustodian of its obligations under its Subcustody Agreement or by any other Agent of the Custodian or the Subcustodian, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water or wind damage or explosion, (c) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian.

9.1.2 COUNTRY RISK. COUNTRY RISK shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets.

9.1.3 SOVEREIGN RISK. SOVEREIGN RISK shall mean, in respect of any jurisdiction, including the United States of America, where Investments are acquired or held hereunder or under a Subcustody Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any Governmental Authority, (c) the confiscation, expropriation or nationalization of any Investments by any Governmental Authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting Investments, (0 any change in the Applicable Law, or (g) any other economic or political risk incurred or experienced.

9.1.4 SANCTIONS RISK. SANCTIONS RISK shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of the Custodian complying with one or more Sanctions Regimes, including the risk that if Custodian reasonably believes it has come into possession or control of any Sanctioned Property as a result of its performance of this Agreement, Custodian may be required by one or more Sanctions Regime to block (i.e. prevent further movement of) such Sanctioned Property and report any related activity to relevant government authorities. The Fund acknowledges that if multiple Sanctions Regimes apply (including OFAC), the Custodian will comply with the most restrictive of the applicable regimes.

9.2. LIMITATIONS ON LIABILITY. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

9.2.1 FAILURE OF THIRD PARTIES. The failure of any third party including: (a) any issuer of Investments or Book-Entry Agent or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, foreign custody manager or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.

9.2.2 INFORMATION SOURCES. The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received from Subcustodians and from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.

9.2.3 RELIANCE ON INSTRUCTION. Action by the Custodian or the Subcustodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Fund's declaration of trust, certificate of incorporation or by-laws or other constitutive document, Applicable Law, or actions by the trustees, directors or shareholders of the Fund.

9.2.4 RESTRICTED SECURITIES. The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment of the Fund.

10. INDEMNIFICATION. The Fund hereby indemnifies the Custodian and each Subcustodian, and their respective Agents, nominees and the partners, employees, officers and directors, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement and any Instruction. If a Subcustodian or any other person indemnified under the preceding sentence, gives written notice of claim to the Custodian, the Custodian shall promptly give written notice to the Fund.

11. REPORTS AND RECORDS. The Custodian shall:

11.1 create and maintain accurate and complete records relating to the performance of its obligations under this Agreement;

11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and

11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein.

11.4 The Fund shall examine all records, however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt of the records, the records shall be deemed to be true and accurate.

11.5 The Fund acknowledges that the Custodian obtains information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but the Fund acknowledges and agrees that the Custodian does not verify such

information nor make any representations or warrantees as to its accuracy or completeness and accordingly shall be without liability in selecting and using such sources and furnishing such information.

12. MISCELLANEOUS.

12.1 POWERS OF ATTORNEY, ETC. The Fund will promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may be necessary or desirable for the Custodian to provide, or to cause any Subcustodian to provide, custody services.

12.2 ENTIRE AGREEMENT; AMENDMENT. Except as specifically provided herein, this Agreement constitutes the entire understanding and agreement of the parties hereto and supersedes any other oral or written agreements heretofore in effect between the Fund and the Custodian with respect to the subject matter hereof. No provision of this Agreement may be amended or terminated except by a statement in writing signed by the party against which enforcement of the amendment or termination is sought, provided, however, that an Instruction shall, whether or not such Instruction shall constitute a waiver, amendment or modification for purposes hereof, be deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in accordance therewith. In the event of a conflict between the terms of this Agreement and the terms of a service level agreement or other operating agreement in place between the parties from time to time, the terms of this Agreement shall control.

12.3 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the Custodian/Administrator and the Fund and their successors and assignees, provided that the Fund may not assign this Agreement without the prior written consent of the Custodian. Each party agrees that only the parties to this Agreement and/or their successors in interest shall have a right to enforce the terms of this Agreement. Accordingly, no client of the Fund or other third party shall have any rights under this Agreement and such rights are explicitly disclaimed by the parties.

12.4 GOVERNING LAW, JURISDICTION AND VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS LOCATED IN NEW YORK CITY. THE FUND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING IN ANY OF THE AFORESAID COURTS AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FURTHERMORE, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.5 NOTICES. Notices and other writings contemplated by this Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid, return receipt requested,
(c) by a nationally recognized overnight courier, or (d) by facsimile transmission, provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:

If to the Fund:           The Advisors' Inner Circle Fund I
                          1 Freedom Valley Drive
                          Oaks, PA 19456

If to the Custodian:      Brown Brothers Harriman & Co.
                          50 Post Office Square
                          Boston, Massachusetts 02110-1548
                          Attn: Office of the General Counsel

Telephone: (617) 772-1818 Facsimile: (617) 772-2235,

or such other address as the Fund or the Custodian may have designated in writing to the other. Notices given by the Custodian pursuant to Section 12.13 may also be given by electronic mail to the email address of any Authorized Person. The Fund agrees that such notices given by electronic mail shall be conclusively presumed to have been delivered and received by the Fund as of the date such electronic mail was sent by the Custodian, as recorded by the Custodian's systems.

12.6 HEADINGS. Paragraph headings included herein are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

12.7 SEVERABILITY. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

12.8 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when one or more counterparts have been signed and delivered by the Fund and the Custodian. A photocopy or telefax of the Agreement shall be acceptable evidence of the existence of the Agreement and the Custodian shall be protected in relying on the photocopy or telefax until the Custodian has received the original of the Agreement.

12.9 CONFIDENTIALITY. The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any regulator of the Custodian or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.

12.10 TAPE-RECORDING. The Fund on behalf of itself and its Customers authorizes the Custodian to tape record any and all telephonic or other oral instructions given to the Custodian by or on behalf of the Fund, including from any Authorized Person. This authorization will remain in effect until and unless revoked by the Fund in writing. The Fund further agrees to solicit valid written or other consent from any of its employees with respect to telephone communications to the extent such consent is required by applicable law.

12.11 COUNSEL/CERTIFIED PUBLIC ACCOUNTANT. In fulfilling its duties hereunder, the Custodian shall be entitled to receive and act upon the advice of (i) counsel and/or a certified public accountant regularly retained by the Custodian in respect of such matters, (ii) counsel and/or a certified public accountant for the Fund or (iii) such counsel or certified public accountant as the Fund and the Custodian may agree upon, with respect to all matters, and the Custodian shall be without liability for any action reasonably taken or omitted pursuant to such advice.

12.12 CONFLICT. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest

between the Custodian and/or its associates and the Fund, and agrees that:

(a) the Custodian's and/or its associates' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement;

(b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;

(c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and

(d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

12.13 ONLINE TERMS AND CONDITIONS. Foreign exchange services provided under or otherwise referenced in this Agreement will be performed and subject to the terms and conditions posted on the Custodian's website at < HTTP://WWW.BBH.COM/FX/INDEX.PHP/FX2/TERMS_AND_CONDITIONS/> (the "FX Online Terms and Conditions"), which terms are available in hardcopy upon request, and which terms may be updated from time to time. The Custodian shall provide notice of any change to the FX Online Terms and Conditions to the Fund at least ten business days prior to their taking effect, unless the Custodian determines that the circumstances require that a shorter period apply. Foreign exchange transactions that occur or are placed on or after the effective date of such changes, as stated in the applicable notice, shall be governed by the modified FX Online Terms and Conditions.

13. DEFINITIONS. The following defined terms will have the respective meanings set forth below.

13.1 ADVANCE(S) shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include, without limitation, amounts due to the Custodian as the principal counterparty to any foreign exchange transaction with the Fund as described in Section 7.4.2 hereof, or paid to third parties for account of the Fund or in discharge of any expense, tax or other item payable by the Fund.

13.2 ADVANCE COSTS shall mean any Advance, interest on the Advance and any related expenses, including without limitation any mark to market loss of the Custodian or Subcustodian on any Investment to which Section 7.6.1 applies.

13.3 AGENCY ACCOUNT(S) shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1 hereof.

13.4 AGENT(S) shall have the meaning set forth in the last sentence of
Section 6 hereof.

13.5 APPLICABLE LAW shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents);
(b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.

13.6 AUTHORIZED PERSON(S) shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1 hereof.

13.7 BOOK-ENTRY AGENT(S) shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar.

13.8 CLEARING CORPORATION shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market(s).

13.9 DELEGATION SCHEDULE shall mean any separate schedule entered into between the Custodian and the

Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

13.10 ELECTRONIC AND ONLINE SERVICES SCHEDULE shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning certain electronic and online services as described therein and as may be made available from time to time by the Custodian to the Fund.

13.11 ELECTRONIC REPORTS shall mean any reports prepared by the Custodian and remitted to the Fund or its authorized representative via the internet or electronic mail.

13.12 EU shall mean the European Union and its member states

13.13 FOREIGN CUSTODY MANAGER shall mean the Fund's foreign custody manager appointed pursuant to Rule 17f-5 of the 1940 Act.

13.14 FOREIGN FINANCIAL REGULATORY AUTHORITY shall have the meaning given by Section 2(a)(50) of the 1940 Act.

13.15 FUNDS TRANSFER SERVICES SCHEDULE shall mean any separate schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund.

13.16 GLOBAL CUSTODY NETWORK LISTING shall mean the Countries and Subcustodians approved for Investments in non-U.S. Markets.

13.17 INSTRUCTION(S) shall have the meaning assigned in Section 4 hereof.

13.18 INVESTMENT ADVISOR shall mean any person or entity who is an Authorized Person to give Instructions with respect to the investment and reinvestment of the Fund's Investments.

13.19 INVESTMENT(S) shall mean any investment asset of the Fund, including without limitation securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets, but shall not include any Principal Account.

13.20 MARGIN ACCOUNT shall have the meaning set forth in Section 6.4 hereof.

13.21 OFAC shall mean the US Treasury Department's Office of Foreign Assets Control

13.22 PRINCIPAL ACCOUNT(S) shall mean deposit accounts of the Fund carried on the books of BBH&Co. as principal in accordance with Section 7 hereof.

13.23 SAFEKEEPING ACCOUNT shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Fund (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian.

13.24 SANCTIONS OR SANCTIONS REGIME(S) shall mean any governmental sanctions against countries, persons and entities that are imposed at any time by the US, the EU, the United Nations or any other jurisdiction, which Custodian must comply with.

13.25 SECURITIES DEPOSITORY shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market that, if a foreign Securities Depository, meets the definitional requirements of Rule 17f-7 under the 1940 Act.

13.26 SUBCUSTODIAN(S) shall mean each foreign bank appointed by the Custodian pursuant to Section 8 hereof, but shall not include Securities Depositories.

13.27 TRI-PARTY AGREEMENT shall have the meaning set forth in Section 6.4 hereof.

13.28 1940 ACT shall mean the Investment Company Act of 1940.

14. COMPENSATION. The Fund agrees to pay to the Custodian (a) a fee in an amount set forth in the fee letter between the Fund and the Custodian in effect on the date hereof or as amended from time to time, and (b) all out-of-pocket expenses incurred by the Custodian, including the fees and expenses of all Subcustodians and other amounts paid by the Custodian to a third party for account or benefit of the Fund, and payable from time to time. Amounts payable by the Fund under and pursuant to this Section 14 shall be payable by wire transfer to the Custodian at BBH&Co. in New York, New York.

15. TERMINATION. This Agreement may be terminated by either party in accordance with the provisions of this Section. The provisions of this Agreement and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

15.1 TERM, NOTICE AND EFFECT. This Agreement shall have an initial term of three (3) years from the date hereof. Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless either party terminates this Agreement by written notice effective no sooner than seventy-five (75) days following the date that notice to such effect shall be delivered to the other party at its address set forth in Section 12.5 hereof. Notwithstanding the foregoing provisions, either party may terminate this Agreement at any time (a) for cause, which is a material breach of the Agreement not cured within 60 days, in which case termination shall be effective upon written receipt of notice by the non-terminating party, or (b) upon thirty (30) days written notice to the other party in the event that either party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect.

15.2 NOTICE AND SUCCESSION. In the event a termination notice is given by a party hereto, all reasonable costs and expenses associated with any required systems, facilities, procedures, personnel, and other resourced modifications as well as the movement of records and materials and the conversion thereof shall be paid by the Fund for which Services shall cease to be performed hereunder. Furthermore, to the extent that it appears impracticable given the circumstances to effect an orderly delivery of the necessary and appropriate records of BBH to a successor within the time specified in the notice of termination as aforesaid, BBH and the Fund agree that this Agreement shall remain in full force and effect for such reasonable period as may be required to complete necessary arrangements with a successor.

15.3 SUCCESSOR CUSTODIAN. In the event of the appointment of a successor custodian, it is agreed that the Investments of the Fund held by the Custodian or any Subcustodian shall be delivered to the successor custodian in accordance with reasonable Instructions. The Custodian agrees to cooperate with the Fund in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of the new custodian. If no successor custodian shall be appointed, the Custodian shall in like manner transfer the Fund's Investments in accordance with Instructions.

15.4 DELAYED SUCCESSION. If no Instruction has been given as of the effective date of termination, Custodian may at any time on or after such termination date and upon ten (10) consecutive calendar days written notice to the Fund either (a) deliver the Investments of the Fund held hereunder to the Fund at the address designated for receipt of notices hereunder; or
(b) deliver any investments held hereunder to a bank or trust company having a capitalization of $2,000,000 USD equivalent and operating under the Applicable Law of the jurisdiction where such Investments are located, such delivery to be at the risk of the Fund. In the event that Investments or moneys of the Fund remain in the custody of the Custodian or its Subcustodians after the date of termination owing to the failure of the Fund to issue Instructions with respect to their disposition or owing to the fact that such disposition could not be accomplished in accordance with such Instructions despite diligent efforts of the Custodian, the Custodian shall be entitled to compensation for its services with respect to such Investments and moneys during such period as the

Custodian or its Subcustodians retain possession of such items and the provisions of this Agreement shall remain in full force and effect until disposition in accordance with this Section is accomplished.

16. COMPLIANCE POLICIES AND PROCEDURES. To assist the Fund in complying with Rule 38a-1 of the 1940 Act, BBH&Co. represents that it has adopted written policies and procedures reasonably designed to prevent violation of the federal securities laws in fulfilling its obligations under the Agreement and that it has in place a compliance program to monitor its compliance with those policies and procedures. BBH&Co will upon request provide the Fund with information about our compliance program as mutually agreed.

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

The undersigned acknowledges that (I/we) have received a copy of this document.

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

By: /s/ Elizabeth E. Prickett          By: /s/ Michael Beattie
-----------------------------          -----------------------
Name: Elizabeth E. Prickett            Name: Michael Beattie
Title: Managing Director               Title: President
Date:                                  Date: 12-24-2014

Brown Brothers Harriman & Co. ("BBH&Co.") is a limited partnership organized under the laws of the United States of America ("US") and is subject to the US Treasury Regulations set forth under 31 CFR 500, et seq. BBH&Co. may not establish any relationship with any Prohibited Person or Entity as such term is defined under the regulations. No customer of BBH&Co. may be owned or controlled by an entity or person: (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224, issued on September 24, 2001 ("E013224")
<WWW.TREASURY.GOV/OFFICES/ENFORCEMENT/OFAC/PROGRAMS/TERROR/TERROR.PDF>; (ii) whose name appears on the United States Treasury Department's Office of Foreign Assets Control ("OFAC") most current list of "Specifically Designated National and Blocked Persons" (which list may be published from time to time in various mediums including, but not limited to, the OFAC website; (iii) who commits, threatens to commit or supports "terrorism", as such term is defined in E013224; or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) through (iv) above are herein referred to as a "Prohibited Person").

FUNDS TRANSFER SERVICES SCHEDULE
("FTSS")

In accordance with Section 4.2 of the Custodian Agreement, the Fund acknowledges the following terms and conditions in respect of all funds transfers effected by the Custodian. References to UCC 4A shall mean Article 4A of the Uniform Commercial Code as currently in effect in the State of New York. Terms not otherwise defined herein shall have the meanings accorded to them in the Custodian Agreement.

1. TRANSMISSION OF PAYMENT ORDERS. Each FT Instruction shall be transmitted by such secured or authenticated means and subject to such security procedures as the Custodian shall make available to the Fund from time to time (such transmission method and security procedures, a CUSTODIAN DESIGNATED SECURITY PROCEDURE), unless the Fund shall elect to transmit such FT Instruction in accordance with a Fund Designated Security Procedure (as defined in Section 4 below). The Fund acknowledges and agrees that the Custodian will use the security procedures referenced in Sections 3 and 4 below solely to authenticate a FT Instruction, as set forth herein, and not to detect any errors or omissions therein.

2. CUSTODIAN DESIGNATED SECURITY PROCEDURE. The Custodian will make the following Custodian Designated Security Procedures available to the Fund for use in communicating FT Instructions to the Custodian:

* BBH WORLDVIEW[R] PAYMENT PRODUCTS. The Custodian offers to the Fund use of its BBH Worldview Payment Products ("BBH Worldview"), which are Custodian proprietary on-line payment order authorization facilities with built-in authentication procedures. The Custodian and the Fund shall each be responsible for maintaining the confidentiality of passwords or other codes used by them in connection with BBH Worldview. The Custodian will act on FT Instructions received through BBH Worldview without duty of further confirmation unless the Fund notifies the Custodian that its password is not secure. The Fund agrees that access to, and use of, BBH Worldview shall be governed by an Electronic and Online Services Schedule, which the Fund will execute prior to access to BBH Worldview.

* SWIFT TRANSMISSION. The Custodian and the Fund shall comply with SWIFT's authentication procedures. The Custodian will act on FT Instructions received via SWIFT provided the instruction is authenticated by the SWIFT system.

* WRITTEN INSTRUCTIONS. Instructions may be transmitted in an original writing that bears the manual signature of an Authorized Person(s).

3. FUND DESIGNATED SECURITY PROCEDURE. FT Instructions may be transmitted through such other means, and subject to such additional security procedures, as may be elected by the Fund (or by an Authorized Person entitled to give Instructions) and acknowledged and accepted by the Custodian (the transmission methods and security procedures referenced below, as may be supplemented by such additional security procedures, each a FUND DESIGNATED SECURITY PROCEDURE); it being understood that the Custodian's acknowledgment shall authorize it to accept such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the means utilized by the Fund.

* COMPUTER TRANSMISSION. The Custodian is able to accept transmissions sent from the Fund's computer facilities to the Custodian's computer facilities. If the Fund determines to use its proprietary transmission or other electronic transmission method, it must provide Custodian sufficient notice and information to allow testing or other confirmation that FT Instructions received via the Fund Designated Security Procedure can be processed in good time and order. The Custodian may require the Fund to execute additional documentation prior to the use of such transmission method.

* FACSIMILE TRANSMISSION.

A FT Instruction transmitted to the Custodian by facsimile transmission must be transmitted by the Fund to a telephone number specified from time to time by the Custodian for such purposes. The Custodian will then follow one of the procedures below:

1. If the facsimile requests a non-repetitive order, the Custodian will call the Fund and request to speak to a person authorized to validate orders on behalf of the Fund, and confirm the authorization and details of the payment order (a CALLBACK);

2. If the facsimile FT Instruction pertains to a repetitive payment order (see Section 7 below), the Custodian may (at its sole discretion) perform a Callback. The Fund acknowledges that prior to its issuance of any repetitive payment order, it must (a) request that the appropriate repetitive payment order process be approved and set up at the Custodian, and (b) complete such documentation as may be required by the Custodian, including a PPO (as defined in Section 7).

The Custodian shall rely on the purported identity of the originator but due to the lack of reliability of a facsimile signature, it will not perform signature verification on facsimiles.

* TELEPHONIC. The Fund may call a telephonic payment order into the Custodian at the telephone number designated from time-to-time by the Custodian for that purpose. The caller shall identify herself/himself as an Authorized Person. The Custodian shall obtain the FT Instruction details from the caller. The Custodian shall then follow one of the procedures below:

i. If the telephonic FT Instruction pertains to a non-repetitive payment order, the Custodian will perform a Callback; or

ii. If the telephonic FT Instruction pertains to a repetitive payment order (see Section 7 below), the Custodian may (at its sole discretion) perform a Callback. The Fund acknowledges that prior to its issuance of any repetitive payment order, it must (a) request that the appropriate repetitive payment order process be approved and set up at the Custodian, and (b) complete such documentation as may be required by the Custodian, including a PPO.

In electing to transmit a FT Instruction via a Fund Designated Security Procedure, the Fund (i) agrees to be bound by the transaction(s) or payment order(s) specified on said FT Instruction, whether or not authorized, and accepted by the Custodian in compliance with such Fund Designated Security Procedure, and (ii) accepts the risk associated with such Fund Designated Security Procedure and confirms it is commercially reasonable for the transmission and authentication of the FT Instruction.

The parties agree that the Fund's transmission of a FT Instruction by means of any of the above Fund Designated Security Procedures and the Custodian's acceptance and execution of such FT Instruction shall constitute a FT Instruction sent via a Fund Designated Security Procedure and governed by the terms of this FTSA.

4. REJECTION OF PAYMENT ORDERS; RESCISSION OF DESIGNATED SECURITY PROCEDURE. The Custodian shall give the Fund timely notice of the Custodian's rejection of a FT Instruction. Such notice may be given in writing, via a Custodian Designated Security Procedure or any Fund Designated Security Procedure used by the Fund, or orally by telephone, each of which is hereby deemed commercially reasonable. In the event the Custodian fails to execute a properly executable FT Instruction and fails to give the Fund notice of the Custodian's non-execution, the Custodian shall be liable only for the Fund's actual damages and only to the extent that such damages are recoverable under UCC 4A. The Custodian, after providing prior written notice, may decide to no longer accept a particular Fund or Custodian Designated Security Procedure, or to do so only on revised terms, in the event that it determines that such agreed or established method of transmission represents a security risk or is attendant to any general change in the Custodian's policy regarding FT Instructions. Notwithstanding anything in this FTSA and the Agreement to the contrary, the Custodian shall in no event be liable for any consequential, indirect, special or punitive damages under this FTSA, whether or not such damages relate to services covered by UCC 4A, even if the Custodian was advised of the possibility of such damages.

5. CANCELLATION OF PAYMENT ORDERS. The Fund may cancel a FT Instruction but the Custodian shall have no liability for the Custodian's failure to act on a cancellation FT Instruction unless the Custodian has received such cancellation FT Instruction at a time and in a manner affording the Custodian reasonable opportunity to act prior to

the Custodian's execution of the original FT Instruction. Any cancellation FT Instruction shall be sent and confirmed by such means as is set forth in
Section 3 or 4 above.

6. PREAUTHORIZED REPETITIVE PAYMENT ORDERS. The Fund may establish with the Custodian a process to preauthorize certain repetitive payments or transfers. The Fund will execute all documentation required by the Custodian, including a separate Preauthorized Repetitive Payment Order (PPO) form. The PPO shall be delivered to the Custodian in writing or by another Custodian Designated Security Procedure or Fund Designated Security Procedure, and will become effective after the Custodian shall have had a reasonable opportunity to act thereon (or if later, two (2) banking days after receipt by the Custodian). The PPO may take the form of either:

(i) A STANDING INSTRUCTION in which the Fund provides in the PPO all required information for a FT Instruction (except for the transfer date and amount) on a "standing instructions" basis. The Fund may from time-to-time instruct the Custodian to make a payment under the PPO, in writing or another Custodian Designated Security Procedure or Fund Designated Security Procedure, which instruction shall reference the repetitive line number (a number assigned to it by the Custodian after execution of the PPO), details of the payment, the transfer date and the amount of the transfer; or

(ii) A RECURRING INSTRUCTION in which the Fund supplies all required information for a FT Instruction with an instruction to process such payments with a specific frequency.

7. RESPONSIBILITY FOR THE DETECTION OF ERRORS IN PAYMENT ORDERS; LIABILITY OF THE PARTIES. The purpose of any Fund Designated Security Procedure or Custodian Designated Security Procedure is to confirm the authenticity of any FT Instruction and is not designed to detect errors or omissions in such FT Instructions. Therefore, the Custodian is not responsible for detecting any Fund error or omission contained in any FT Instruction received by the Custodian. In the event that the FT Instruction either (i) identifies the beneficiary by both a name and an identifying or Fund account number and the name and number identify different persons or entities, or (ii) identifies any Fund by both a name and an identifying number and the number identifies a person or entity different from the Fund identified by name, execution of the relevant payment order, payment to the beneficiary, cancellation of the payment order or actions taken by the Custodian or any Fund in respect of such payment order may be made solely on the basis of the number.

The Custodian shall not be liable for interest on the amount of any FT Instruction that was not authorized or was erroneously executed unless the Fund so notifies the Custodian within thirty (30) days following the Fund's receipt of notice that such FT Instruction was processed. Any compensation payable in the form of interest shall be payable in accordance with UCC 4A. If a FT Instruction in the name of the Fund and accepted by the Custodian was not authorized by the Fund, the liability of the parties will be governed by the applicable provisions of UCC 4A.

ELECTRONIC AND ON-LINE SERVICES SCHEDULE

This Electronic and On-Line Services Schedule (this SCHEDULE) to a Custodian Agreement dated as of November 25, 2014 (as amended from time to time hereafter, the AGREEMENT) by and between Brown Brothers Harriman & Co. (WE, US OUR) and The Advisors' Inner Circle Fund I (YOU, YOUR), provides general provisions governing your use of and access to the Services (as hereinafter defined) provided to you by us via the Internet (at WWW.BBHCO.COM or such other URL as we may instruct you to use to access our products) and via a direct dial-up connection between your computer and our computers, as of November 25, 2014 (the EFFECTIVE DATE). Use of the Services constitutes acceptance of the terms and conditions of this Schedule, any Appendices hereto, the Terms and Conditions posted on our web site, and any terms and conditions specifically governing a particular Service or our other products, which may be set forth in the Agreement or in a separate related agreement (collectively, the RELATED AGREEMENTS).

1. GENERAL TERMS.

You will be granted access to our suite of online products, which may include, but shall not be limited to the following services via the Internet or dial-up connection (each separate service is a SERVICE; collectively referred to as the SERVICES):

1.1. BBH WorldView[R], a system for effectuating securities and fund trade instruction and execution, processing and handling instructions, and for the input and retrieval of other information;

1.2. F/X WorldView, a system for executing foreign exchange trades;

1.3. Fund WorldView, a system for receiving fund and prospectus information;

1.4. BBHCOnnect, a system for placing securities trade instructions and following the status and detail of trades;

1.5. ActionView(SM), a system for receiving certain corporate action information; and,

1.6. Such other services as we shall from time to time offer.

2. SECURITY / PASSWORDS.

2.1. A digital certificate and/or an encryption key may be required to access certain Services. You may apply for a digital certificate and/or an encryption key by following the procedures set forth at HTTP://WWW.BBH.COM/CERTS/. You also will need an identification code (ID) and password(s) (PASSWORD) to access the Services.

2.2. You agree to safeguard your digital certificate and/or encryption key, ID, and Password and not to give or make available, intentionally or otherwise, your digital certificate, ID, and/or Password to any unauthorized person. You must immediately notify us in writing if you believe that your digital certificate and/or encryption key, Password, or ID has been compromised or if you suspect unauthorized access to your account by means of the Services or otherwise, or when a person to whom a digital certificate and/or an encryption key, Password, or ID has been assigned leaves or is no longer permitted to access the Services.

2.3. We will not be responsible for any breach of security, or for any unauthorized trading or theft by any third party, caused by your failure (be it intentional, unintentional, or negligent) to maintain the confidentiality of your ID and/or Password and/or the security of your digital certificate and/or encryption key.

3. INSTRUCTIONS.

3.1. Proper instructions under this Schedule shall be provided as designated in the Related Agreements (INSTRUCTIONS).

3.2. The following additional provisions apply to Instructions provided via the Services:

a. Instructions sent by electronic mail will not be accepted or acted upon.

b. You authorize us to act upon Instructions received through the Services utilizing your digital certificate, ID, and/or Password as though they were duly authorized written instructions, without any duty of verification or inquiry on our part, and agree to hold us harmless for any losses you experience as a result.

c. From time to time, the temporary unavailability of third party telecommunications or computer systems required by the Services may result in a delay in processing Instructions. In such an event, we shall not be liable to you or any third party for any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind (including without limitation, reasonable

attorneys', accountants', consultants', or experts' fees and disbursements) that you experience due to such a delay.

4. ELECTRONIC DOCUMENTS.

We may make periodic statements, disclosures, notices, and other documents available to you electronically, and, subject to any delivery and receipt verification procedures required by law, you agree to receive such documents electronically and to check the statements for accuracy. If you believe any such statement contains incorrect information, you must follow the procedures set forth in the Related Agreement(s).

5. MALICIOUS CODE.

You understand and agree that you will be responsible for the introduction (by you, your employees, agents, or representatives) into the Services, whether intentional or unintentional, of (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Services themselves; or
(ii) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Services or the system containing the software code for the Services (MALICIOUS CODE). You agree to take all necessary actions and precautions to prevent the introduction and proliferation of any Malicious Code into those systems that interact with the Services.

6. INDEMNIFICATION.

For avoidance of doubt, you hereby agree that the provisions in the Related Agreement(s) related to your indemnification of us and any limitations on our liability and responsibilities to you shall be applicable to this Agreement, and are hereby expressly incorporated herein. You agree that the Services are comprised of telecommunications and computer systems, and that it is possible that Instructions, information, transactions, or account reports might be added to, changed, or omitted by electronic or programming malfunction, unauthorized access, or other failure of the systems which comprise the Services, despite the security features that have been designed into the Services. You agree that we will not be liable for any action taken or not taken in complying with the terms of this Schedule, except for our willful misconduct or gross negligence. The provisions of this paragraph shall survive the termination of this Schedule and the Related Agreements.

7. PAYMENT.

You may be charged for services hereunder as set forth in a fee schedule from time to time agreed by us.

8. TERM/TERMINATION.

8.1. This Schedule is effective as of the date you sign it or first use the Services, whichever is first, and continues in effect until such time as either you or we terminate the Schedule in accordance with this Section 8 and/or until your off-line use of the Services is terminated.

8.2. We may terminate your access to the Services at any time, for any reason, with five (5) business days prior notice; provided that we may terminate your access to the Services with no prior notice (i) if your account with us is closed, (ii) if you fail to comply with any of the terms of this Agreement, (iii) if we believe that your continued access to the Services poses a security risk, or (iv) if we believe that you are violating or have violated applicable laws, and we will not be liable for any loss you may experience as a result of such termination. You may terminate your access to the Services at any time by giving us ten (10) business days notice. Upon termination, we will cancel all your Passwords and IDs and any in-process or pending Instructions will be carried out or cancelled, at our sole discretion.

9. MISCELLANEOUS.

9.1. NOTICES. All notices, requests, and demands (other than routine operational communications, such as Instructions) shall be in such form and effect as provided in the Related Agreement(s). 9.2. INCONSISTENT PROVISIONS. Each Service may be governed by separate terms and conditions in addition to this Schedule and the Related Agreement(s). Except where specifically provided to the contrary in this Schedule, in the event that such separate terms and conditions conflict with this Schedule and the Related Agreement(s), the provisions of this Schedule shall prevail to the extent this Schedule applies to the transaction in question. 9.3. BINDING EFFECT; ASSIGNMENT; SEVERABILITY. This Schedule shall be binding on you, your employees, officers and agents. We may assign or delegate our rights and duties under this Schedule at any time

without notice to you. Your rights under this Schedule may not be assigned without our prior written consent. In the event that any provision of this Schedule conflicts with the law under which this Schedule is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over you and us, such provision shall be deemed to be restated to effectuate as nearly as possible the purposes of the Schedule in accordance with applicable law. The remaining provisions of this Schedule and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

9.4. CHOICE OF LAW; JURY TRIAL. This Schedule shall be governed by and construed, and the legal relations between the parties shall be determined, in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws. Each party agrees to waive its right to trial by jury in any action or proceeding based upon or related to this Agreement. The parties agree that all actions and proceedings based upon or relating to this Schedule shall be litigated exclusively in the federal and state courts located within New York City, New York.

The undersigned acknowledges that (I/we) have received a copy of this document.

THE ADVISORS' INNER CIRCLE FUND I ("YOU")

By: /s/ Michael Beattie

Title: President

Date: 12-24-2014

17F-5 DELEGATION SCHEDULE

By its execution of this Delegation Schedule dated as of November 25, 2014, between THE ADVISORS' INNER CIRCLE FUND I, a management investment company registered with the Securities and Exchange Commission (the COMMISSION) under the Investment Company Act of 1940, as amended (the 1940 ACT), acting through its Board of Directors/Trustees or its duly appointed representative (the FUND), hereby appoints BROWN BROTHERS HARRIMAN & CO., a New York limited partnership with an office in Boston, Massachusetts (the DELEGATE) as its delegate to perform certain functions with respect to the custody of Fund's Assets outside the United States.

1. MAINTENANCE OF FUND'S ASSETS ABROAD. The Fund, acting through its Board or its duly authorized representative, hereby instructs the Delegate pursuant to the terms of the Custodian Agreement dated as of the date hereof executed by and between the Fund and the Delegate (the CUSTODIAN AGREEMENT) to place and maintain the Fund's Assets in countries outside the United States in accordance with Instructions received from the Fund's Investment Advisor. Such instruction shall constitute an Instruction under the terms of the Custodian Agreement. The Fund acknowledges that (a) the Delegate shall perform services hereunder only with respect to the countries where it accepts delegation as Foreign Custody Manager as indicated on the Delegate's Global Custody Network Listing; (b) depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and (c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as to which the Delegate determines it will not provide delegation services.

2. DELEGATION. Pursuant to the provisions of Rule 17f-5 under the 1940 Act as amended, the Board hereby delegates to the Delegate, and the Delegate hereby accepts such delegation and agrees to perform only those duties set forth in this Delegation Schedule concerning the safekeeping of the Fund's Assets in each of the countries as to which it acts as the Board's delegate. The Delegate is hereby authorized to take such actions on behalf of or in the name of the Fund as are reasonably required to discharge its duties under this Delegation Schedule, including, without limitation, to cause the Fund's Assets to be placed with a particular Eligible Foreign Custodian in accordance herewith. The Fund confirms to the Delegate that the Fund or its Investment Adviser has considered the Sovereign Risk and prevailing Country Risk as part of its continuing investment decision process, including such factors as may be reasonably related to the systemic risk of maintaining the Fund's Assets in a particular country, including, but not limited to, financial infrastructure, prevailing custody and settlement systems and practices (including the use of any Securities Depository in the context of information provided by the Custodian in the performance of its duties as required under Rule 17f-7 and the terms of the Custodian Agreement governing such duties), and the laws relating to the safekeeping and recovery of the Fund's Assets held in custody pursuant to the terms of the Custodian Agreement.

3. SELECTION OF ELIGIBLE FOREIGN CUSTODIAN AND CONTRACT ADMINISTRATION. The Delegate shall perform the following duties with respect to the selection of Eligible Foreign Custodians and administration of certain contracts governing the Fund's foreign custodial arrangements:

(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIAN. The Delegate shall place and maintain the Fund's Assets with an Eligible Foreign Custodian, provided that the Delegate shall have determined that the Fund's Assets will be subject to reasonable care based on the standards applicable to custodians in the relevant market after considering factors relevant to the safekeeping of such assets including without limitation:

(i) The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the controls and procedures for dealing with any Securities Depository, the method of keeping custodial records, and the security and data protection practices;

(ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Fund's Assets;

(iii) The Eligible Foreign Custodian's general reputation and standing; and

(iv) Whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of such Eligible Foreign Custodian in the United States or such Eligible Foreign Custodian's appointment of an

agent for service of process in the United States or consent to jurisdiction in the United States.

The Delegate shall be required to make the foregoing determination to the best of its knowledge and belief based only on information reasonably available to it.

(b) CONTRACT ADMINISTRATION. The Delegate shall cause that the foreign custody arrangements with an Eligible Foreign Custodian shall be governed by a written contract that the Delegate has determined will provide reasonable care for Fund assets based on the standards applicable to custodians in the relevant market. Each such contract shall, except as set forth in the last paragraph of this subsection (b), include provisions that provide:

(i) For indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract;

(ii) That the Fund's Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Custodian arising under bankruptcy, insolvency or similar laws;

(iii) That beneficial ownership of the Fund's Assets will be freely transferable without the payment of money or value other than for safe custody or administration;

(iv) That adequate records will be maintained identifying the Fund's Assets as belonging to the Fund or as being held by a third party for the benefit of the Fund;

(v) That the Fund's independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of such records; and

(vi) That the Delegate will receive sufficient and timely periodic reports with respect to the safekeeping of the Fund's Assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing the Fund's Assets.

Such contract may contain, in lieu of any or all of the provisions specified in this Section 3(b), such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Fund's Assets as the specified provisions, in their entirety.

(c) LIMITATION TO DELEGATED SELECTION. Notwithstanding anything in this Delegation Schedule to the contrary, the duties under this Section 3 shall apply only to Eligible Foreign Custodians selected by the Delegate and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Section 7 of this Delegation Schedule.

4. MONITORING. The Delegate shall establish a system to monitor at reasonable intervals (but at least annually) the appropriateness of maintaining the Fund's Assets with each Eligible Foreign Custodian that has been selected by the Delegate pursuant to Section 3 of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of placement of the Fund's Assets in accordance with the criteria established under Section 3(a) of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of the contract governing the Fund's arrangements in accordance with the criteria established under Section 3(b) of this Delegation Schedule.

5. REPORTING. At least annually and more frequently as mutually agreed between the parties, the Delegate shall provide to the Board written reports specifying placement of the Fund's Assets with each Eligible Foreign Custodian selected by the Delegate pursuant to Section 3 of this Delegation Schedule and shall promptly report on any material changes to such foreign custody arrangements. Delegate will prepare such a report with respect to any Eligible Foreign Custodian that the Delegate has been instructed to use pursuant to Section 7 of this Delegation Schedule only to the extent specifically agreed with respect to the particular situation.

6. WITHDRAWAL OF FUND'S ASSETS. If the Delegate determines that an arrangement with a specific Eligible Foreign Custodian selected by the Delegate under
Section 3 of this Delegation Schedule no longer meets the requirements of said Section, Delegate shall withdraw the Fund's Assets from the non-complying arrangement as soon as reasonably practicable; provided, however, that if in the reasonable judgment of the Delegate, such withdrawal would require liquidation of any of the Fund's Assets or would materially impair the liquidity, value or

other investment characteristics of the Fund's Assets, it shall be the duty of the Delegate to provide information regarding the particular circumstances and to act only in accordance with Instructions of the Fund or its Investment Advisor with respect to such liquidation or other withdrawal.

7. DIRECTION AS TO ELIGIBLE FOREIGN CUSTODIAN. Notwithstanding this Delegation Schedule, the Fund, acting through its Board, its Investment Advisor or its other Authorized Representative, may direct the Delegate to place and maintain the Fund's Assets with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which the Custodian will not provide delegation services. In such event, the Delegate shall be entitled to rely on any such instruction as an Instruction under the terms of the Custodian Agreement and shall have no duties under this Delegation Schedule with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance.

8. STANDARD OF CARE. In carrying out its duties under this Delegation Schedule, the Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for safekeeping the Fund's Assets would exercise.

9. REPRESENTATIONS. The Delegate hereby represents and warrants that it is a U.S. Bank and that this Delegation Schedule has been duly authorized, executed and delivered by the Delegate and is a legal, valid and binding agreement of the Delegate.

The Fund hereby represents and warrants that its Board of Directors has determined that it is reasonable to rely on the Delegate to perform the delegated responsibilities provided for herein and that this Delegation Schedule has been duly authorized, executed and delivered by the Fund and is a legal, valid and binding agreement of the Fund.

10. EFFECTIVENESS; TERMINATION. This Delegation Schedule shall be effective as of the date on which this Delegation Schedule shall have been accepted by the Delegate, as indicated by the date set forth below the Delegate's signature. This Delegation Schedule may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Such termination shall be effective on the 30th calendar day following the date on which the non-terminating party shall receive the foregoing notice. The foregoing to the contrary notwithstanding, this Delegation Schedule shall be deemed to have been terminated concurrently with the termination of the Custodian Agreement.

11. NOTICES. Notices and other communications under this Delegation Schedule are to be made in accordance with the arrangements designated for such purpose under the Custodian Agreement unless otherwise indicated in a writing referencing this Delegation Schedule and executed by both parties.

12. DEFINITIONS. Capitalized terms not otherwise defined in this Delegation Schedule have the following meanings:

a. Country Risk -- shall have the meaning set forth in Section [ ] of the Custodian Agreement.

b. ELIGIBLE FOREIGN CUSTODIAN - shall have the meaning set forth in Rule 17f-5(a)(1) of the 1940 Act and shall also include a U.S. Bank.

c. FUND'S ASSETS - shall mean any of the Fund's investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund's transactions in such investments.

d. INSTRUCTIONS - shall have the meaning set forth in the Custodian Agreement.

e. SECURITIES DEPOSITORY - shall have the meaning set forth in Rule 17f-7 of the 1940 Act.

f. SOVEREIGN RISK - shall have the meaning set forth in Section [6.3] of the Custodian Agreement.

g . U.S. BANK - shall mean a bank which qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the 1940 Act.

13. GOVERNING LAW AND JURISDICTION. This Delegation Schedule shall be construed in accordance with the laws of the State of New York. The parties hereby submit to the exclusive jurisdiction of the Federal courts sitting in the State of New York or the Commonwealth of Massachusetts or of the state courts of either such State or such Commonwealth.

14. FEES. Delegate shall perform its functions under this Delegation Schedule for the compensation determined under the Custodian Agreement.

15. INTEGRATION. This Delegation Schedule sets forth all of the Delegate's duties with respect to the selection and monitoring of Eligible Foreign Custodians, the administration of contracts with Eligible Foreign Custodians, the withdrawal of assets from Eligible Foreign Custodians and the issuance of reports in connection with such duties. The terms of the Custodian Agreement shall apply generally as to matters not expressly covered in this Delegation Schedule, including dealings with the Eligible Foreign Custodians in the course of discharge of the Delegate's obligations under the Custodian Agreement.

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

The undersigned acknowledges that (I/we) have received a copy of this document.

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

By: /s/ Elizabeth E. Prickett               By: /s/ Michael Beattie
    -------------------------                   -------------------
Name: Elizabeth E. Prickett                 Name: Michael Beattie
Title: Managing Director                    Title: President

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

THIS AMENDMENT to the custodian agreement between Advisors' Inner Circle Fund I (the "Trust") and Brown Brothers Harriman & Co. (the "Custodian") dated November 25, 2014 (the "Agreement") is made as of May 12, 2015 (the "Amendment").

W I T N E S S E T H :

WHEREAS, the Trust and the Custodian have entered into the Agreement and the parties now wish to amend the Agreement to allow for the series of the Trust that may be established from time to time to also become subject to the Agreement, and to change the termination notice period; and

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

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

1. The first paragraph of the agreement is hereby deleted in its entirety and replaced with the following:

"THIS AGREEMENT, dated as of November 25, 2014, between THE ADVISORS' INNER CIRCLE FUND I (the "TRUST"), a management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (the "1940 ACT"), acting on behalf of one or more of its series listed in Schedule 1 (each a "FUND"), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York ("BBH&CO." or the "CUSTODIAN")."

2. Schedule I attached hereto is hereby incorporated and made a part of the Agreement.

3. Section 15.1 is hereby amended by changing the notice period in the second sentence from "seventy-five (75) days" to "ninety (90) days".

4. Section 15.1 is further amended by inserting the following sentence between the second and third sentences:

"If the Custodian gives notice of termination pursuant to the previous sentence, the Trust may delay the termination for up to an additional thirty (30) days upon further notice to Custodian."

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

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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

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

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

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

LIST OF FUNDS AS OF MAY 12, 2015

Cornerstone Advisors Real Assets Fund
Cornerstone Advisors income Opportunities Fund Cornerstone Advisors Global Public Equity Fund Cornerstone Advisors Public Alternatives Fund Harvest Intermediate Bond Fund

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

THIS AMENDMENT to the custodian agreement between Advisors' Inner Circle Fund I (the "Trust"), acting on behalf of one or more of its series listed in Schedule 1 attached thereto and Brown Brothers Harriman & Co. ("BBH&Co." or the "Custodian") dated November 25, 2014, as amended from time to time (the "Agreement") is made as of November 6, 2015 (the "Amendment").

WITNESSETH:

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

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

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

1. The Sands Capital Global Growth Fund shall be added to the Agreement as a new Fund (as defined in the Agreement) and hereinafter shall also be included when a reference to "Fund" is made in this Amendment or the Agreement, as applicable. Schedule 1 to the Agreement is hereby deleted in its entirety and replaced by Schedule 1 attached hereto.

2. Except as amended hereby, all other provisions in the Agreement hall remain the same.

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

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



By: /s/ Elizabeth E. Prickett                  By: /s/ Dianne Descoteaux
    -------------------------                      ---------------------

Name: Elizabeth E. Prickett                    Name: Dianne Descoteaux

Title: Managing Director                       Title: VP & Secretary

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

List of Funds as of November 6, 2015

Cornerstone Advisors Real Assets Fund
Cornerstone Advisors Income Opportunities Fund Cornerstone Advisors Global Public Equity Fund Cornerstone Advisors Public Alternatives Fund Harvest Funds Intermediate Bond
Sands Capital Global Growth Fund

AMENDMENT TO
AGENCY AGREEMENT

THIS AMENDMENT TO AGENCY AGREEMENT (this "Amendment") is entered into as of the first day of April, 2009 (the "Effective Date") by and between 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") and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11(th) Street, 5(th) Floor, Kansas City, Missouri 64105 ("DST").

WHEREAS, the Trust and DST entered into that certain Agency Agreement on the 1(st) day of April, 2006 to be effective as of the 1(st) day of July, 2006 (the "Agreement").

WHEREAS, the Trust and DST wish to amend the terms of the Agreement as outlined below.

NOW, THEREFORE, in consideration of the mutual promises, undertakings, covenants and conditions set forth herein, the Trust and DST agree as follows:

1. AMENDMENT TO AGREEMENT. With effect as of the Effective Date, the Agreement is hereby modified as follows:

(a) The Preamble to the Agreement on the first page is hereby deleted and the following is inserted in lieu thereof:

"THIS AGREEMENT made as of the 1(st) 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 Drive, 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") maintained by a fund complex/management company as described and evidenced on each Advisor Complex Schedule attached hereto, and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11(th) Street, 5(th) Floor, Kansas City, Missouri 64105 ("DST"):"

(b) A new section 4(H) is added as follows:

(H) DST and the Trust will execute a schedule (each, an "Advisor Complex Schedule"), substantially in the form attached hereto as Exhibit C, for each separate fund complex/management company client of the Trust for whom the Trust retains DST to provide services pursuant to this Agreement (each an "Advisor Complex").

Each Advisor Complex

Schedule will show (i) the name of the Advisor Complex, (ii) the term for the Advisor Complex Schedule (which, unless otherwise mutually agreed in writing, will be coterminous with the terms of the relationship between the Trust and the Advisor Complex), and
(iii) the fees to be paid by the Trust to DST pursuant to Section 6 with respect to such Advisor Complex.

(c) Section 6(A) is hereby deleted in its entirety and the following is inserted in lieu thereof:

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 shall be calculated with respect to each Advisor Complex as set forth on each Advisor Complex Schedule or, if no separate fee schedule is agreed in an Advisor Complex Schedule with respect to a particular Advisor Complex, such fees set forth Exhibit A attached hereto and incorporated herein by reference. 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.

(d) A new Section 18(L) is added as follows:

(L) In connection with the enactment of the Red Flags Regulations (the "Regulations") promulgated jointly by the Office of the Comptroller of the Currency, Treasury (OCC); Board of Governors of the Federal Reserve System (Board); Federal Deposit Insurance Corporation (FDIC); Office of Thrift Supervision, Treasury (OTS); National Credit Union Administration (NCUA); and Federal Trade Commission (FTC or Commission) implementing section 114 of the Fair and Accurate Credit Transactions Act of 2003 (FACT Act) and final rules implementing section 315 of the FACT Act

(1) DST shall assist the Trust to fulfill the Trusts' responsibilities under certain provisions of the Regulations that focus on certain business processes that represent key activities of the transfer agent/service provider function, as set forth in the DST identity theft program (the "Identity Theft Program"), a current copy of which has hitherto been made available to Trust. These business processes are set forth in the Identity Theft Program. DST reserves the right to make changes thereto as experience suggests alternative and better ways to

perform the affected function. DST shall provide Trust with written notice of any such changes thereto.

(2) DST shall: (1) perform the procedures set forth in the Identity Theft 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 DST's employees act in accordance with the Identity Theft Program, and (iii) provide Trust with written notice of any material changes made to the Identity Theft Program.

(3) Notwithstanding the foregoing, DST's obligations shall be solely as are set forth in this Section 18(L) and in the Identity Theft Program and any obligations under the Regulations that DST has not agreed to perform under such Identity Theft Program or under this Agreement shall remain the sole obligation of the Trust(s) or the Trust, as applicable.

(4) With respect to the Identity Theft Program, DST will permit duly authorized governmental and self-regulatory examiners to make periodic inspections of its operations as such would involve Trust and the Trusts to obtain, INTER ALIA, information and records relating to DST's performance of its obligations under the Identity Theft Program and to inspect DST's operations for purposes of determining DST's compliance with the Identity Theft Program. Any costs imposed by such examiners in connection with such examination (other than fines or other penalties arising solely out of DST's failure to fulfill its obligations under the Identity Theft Program) shall be paid by Trust.

(e) Section 21 is hereby deleted in its entirety and the following is inserted in lieu thereof:

21. TERMINATION OF AGREEMENT.

A. This Agreement shall be in effect from the date set forth at the beginning of this Agreement through March 30, 2014 and thereafter shall automatically renew for successive three (3) year terms (each such period, a "RENEWAL TERM") unless terminated by any party giving written notice of non-renewal at least six (6) months' prior to the last day of the then current term (the date on which such notice is due shall be referred to as the "Non-Renewal Notification Date") to each other party hereto; provided that DST shall deliver a written reminder (the "Renewal Reminder") to the Trust of the Non-Renewal Notification Date not more than 120 days and not less than ninety (90) days prior to such date. In the event DST fails to provide the Renewal Reminder within the prescribed period prior to the Non-Renewal Notification Date and the Trust does not provide DST

with a notice of non-renewal, then the subsequent Renewal Term shall be twelve (12) months, rather than three (3) years; provided, however, in the event DST provides the Trust a Renewal Reminder not more than 120 days and not less than ninety (90) days prior to the expiration of any such 12 month Renewal Term, the subsequent Renewal Term (i.e., the Renewal Term effective upon the expiration of the twelve (12) month Renewal Term), shall be for thirty-six (36) months unless this Agreement is terminated by any party giving written notice of non-renewal at least six (6) months' prior to the last day of the then current term. Each Advisor Complex Schedule shall automatically terminate upon termination of this Agreement in accordance with this Section 21. In addition, either party may terminate this Agreement or an Advisor Complex Schedule 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 thirty (30) days prior to the specified date of termination. The breaching party shall have thirty (30) days after receipt of the notice of termination to cure the breach or, if the breach is not capable of remedy within thirty (30) 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 undertaken and pursued as previously set forth within such thirty (30) day cure period, the Agreement shall continue for the remainder of the then current Term and any future Terms to which the parties have committed at such time.

(ii) WITH RESPECT TO A TERMINATION OF AN ADVISOR COMPLEX SCHEDULE: An Advisor Complex Schedule may be terminated effective as of the expiration of the then current term specified on the Advisor Complex Schedule by either party giving to the other party the amount of prior written notice prior to the such expiration specified in the applicable Advisor Complex Schedule, 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. For clarification, a termination of any Advisor Complex Schedule shall have no effect on any other Advisor Complex's applicable Advisor Complex Schedule and such other Advisor Complex Schedules will remain active on TA2000 under the Trust and this Agreement shall remain in full force and effect for those other Advisor

Complex's who remain active on TA2000. In event of a termination under this subsection, no termination fee shall be owed by the terminating party to the other party; provided, however, the Trust will be responsible for all deconversion costs with respect to the deconversion of the applicable Advisor Complex.

(iii) WITH RESPECT TO A TERMINATION FOR BREACH UNDER SECTION 21.C. 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 an Advisor Complex Schedule or 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 thirty (30) days prior to the specified date of termination, The breaching party shall have thirty (30) days after receipt of the notice of termination to cure the breach or, if the breach is not capable of remedy within thirty (30) 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, the applicable Advisor Complex Schedule shall terminate and the applicable Advisor Complex's data shall be deconverted from TA2000 to the new recordkeeping and processing system chosen by the Advisor Complex, provided, however, a termination of any Advisor Complex Schedule pursuant to this Section shall have no effect on any other Advisor Complex Schedule and such other Advisor Complex Schedules will remain active on TA2000 under the Trust and this Agreement shall remain in full force and effect for those other Advisor Complexes who remain active on TA2000. If the material breach is remedied or an appropriate remedy is undertaken and pursued as previously set forth within such thirty (30) day cure period, the applicable Advisor Complex Schedule shall continue for the remainder of the then current Term and any future Terms to which the parties are committed as specified on the Advisor Complex Schedule.

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. Each party, in addition to any other rights and remedies, shall have the right to terminate an Advisor Complex Schedule forthwith upon the occurrence at any

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

D. In the event of the full termination of this Agreement or a termination of an Advisor Complex Schedule, 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 (or deconverting Advisor Complex, if a termination of a Advisor Complex Schedule, but not the full termination of the Agreement) 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 deconverting Advisor Complex 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.

E. 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 10425, 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 TANN System and DST purges the data of the Fund from the TA2000 System.

F. 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 use reasonable efforts to 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.

(f) A new Section 22(D) is added as follows:

Throughout the Term, DST shall comply with Exhibit D (DST Information Protection Program), which is made a part of this Agreement and applies to the Transfer Agency. The policies and procedures specified in Exhibit D (DST Information Protection Program) are subject to change at any time provided that the protections afforded thereby will not be diminished in comparison with those provided by DST to the Trust prior to the execution of this Agreement. DST will be reasonably available to meet with and provide reasonable assurances to the Trust concerning its data security procedures.

(g) Exhibit A is hereby amended to delete the paragraph under the heading, "2. Fee Increases" under the heading "NOTES TO THE ABOVE FEE SCHEDULE" in its entirety and replace it as follows:

2. FEE INCREASES

The fees payable under each Advisor Complex Schedule shall increase annually, effective as of each anniversary of the Effective Date of such Advisor Complex Schedule, by an amount not to exceed the percentage increase, if any, in the Consumer Price Index for all Urban Consumers (CPI-U) in the Kansas City, Missouri-Kansas Standard Metropolitan Statistical Area, All Items, Base 1982-1984=100, as reported by the Bureau of Labor Statistics, since the last anniversary date; provided, however, if the percentage increase in the CPI-U since the last anniversary date exceeds five percent (5%) the fee increase shall be limited to five percent (5%) and the amount by which the percentage increase in the CPI-U exceeds five percent (5%) may be charged in later years, provided in no year will the fee increase exceed five percent (5%). If the Bureau of Labor Statistics ceases

to publish such Consumer Price Index for all Urban Consumers, DST shall in good faith select an alternate adjustment index.

(h) A new Exhibit C (Advisor Complex Schedule) is hereby added to the Agreement as set forth in Attachment I hereto.

2. EFFECT ON AGREEMENT. As of the Effective Date, this Amendment shall be effective to amend the Agreement and to the extent of any conflict between the Agreement and this Amendment, this Amendment supercedes and replaces the Agreement.

3. EXECUTION IN COUNTERPARTS/FACSIMILE TRANSMISSION. This Amendment may be executed in separate counterparts, each of which will be deemed to be an original and all of which, collectively, will be deemed to constitute one and the same Amendment. This Amendment may also be signed by exchanging facsimile copies of this Amendment, duly executed, in which event the parties hereto will promptly thereafter exchange original counterpart signed copies hereof.

4. TERMINOLOGY. The words "include", "includes" and "including" will be deemed to be followed by the phrase "without limitation". The words "herein", "hereof", "hereunder" and similar terms will refer to this Amendment unless the context requires otherwise.

5. AGREEMENT IN FULL FORCE AND EFFECT. Except as specifically modified by this Second Amendment, the terms and conditions of the Agreement shall remain in full force and effect, and the Agreement, as amended by this Amendment, and all of its terms, including, but not limited to any warranties and representations set forth therein, if any, are hereby ratified and confirmed by the Trust and DST as of the Effective Date.

6. CAPITALIZED TERMS. All capitalized terms used but not defined in this Amendment will be deemed to be defined as set forth in the Agreement.

7. AUTHORIZATION. Each party hereby represents and warrants to the other that the person or entity signing this Amendment on behalf of such party is duly authorized to execute and deliver this Amendment and to legally bind the party on whose behalf this Amendment is signed to all of the terms, covenants and conditions contained in this Amendment.

8. GOVERNING LAW. This Amendment shall be construed according to and governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their duly authorized representatives as of the date first written above.

ADVISORS' INNER CIRCLE FUND

By: /s/ Phil Masterson
    ------------------
Printed Name: Phil Masterson
Title: President

DST SYSTEMS, INC.

By: /s/ Thomas J. Schmidt
    ---------------------
Printed Name: Thomas J. Schmidt
Title: Vice President

ATTACHMENT I

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

ADVISOR COMPLEX SCHEDULE

This ADVISOR COMPLEX SCHEDULE (this "Schedule") to the Agreement (as amended, the "Agreement") originally made as of the 1(s)` day of April, 2006, by and between the ADVISOR'S 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") and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11(th) Street, 5(th) Floor, Kansas City, Missouri 64105 ("DST") is entered into by and between DST and the Trust as of the ___ day of _______ , 20_"

1. ADVISOR COMPLEX. Subject to the Terms and conditions contained in the Agreement, DST shall provide the Services specified therein to the Trust on behalf of ___________

2. TERM. This Advisor Complex Schedule shall continue until ____________________

3. REQUIRED NOTICE PRIOR TO EXPIRATION. The amount of prior written notice required pursuant to Section 21(a)(ii) is ______________

4. FEES. In consideration for its services to the Trust as Transfer Agent and Dividend Disbursing Agent on behalf of the Advisor Complex specified in this Advisor Complex Schedule, 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 on Exhibit A attached hereto and incorporated herein by reference.

5. MISCELLANEOUS. This Advisor Complex may be executed in one or more counterparts, each of which shall be deemed an original and all or which together shall constitute one and the same Advisor Complex Schedule.

ADVISORS INNER CIRCLE                                DST SYSTEMS, INC.
FUND

By:_______________________                           By:_______________________

Name:_____________________                           Name:_____________________

Title:____________________                           Title:____________________

Date:_____________________                           Date:_____________________

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

DST INFORMATION PROTECTION PROGRAM

DST has a formal Information Protection Program (IPP) that was established and exists as a working roadmap for DST security. DST does Risk Assessments, Security Assessments, Security Awareness for the corporation as a whole, targeted training for specific applicable groups, and other security related activities. DST has a program and process pursuant to which DST reviews its technology and architecture and security requirements and needs.

Integral to the function of the IPP are the Information Protection Committee (IPC) and the Information Protection Board (IPB). The IPC convenes periodically during the year and is responsible for 1) identifying, measuring and rating risks, 2) approving policies, standards, and practices, and 3) assessing and reporting progress towards compliance. The IPB convenes periodically during the year and is responsible for providing executive level oversight and guidance to the Information Protection Program.

A component of the IPP is DST's Policies, Control Standards, and Technology Baselines. DST's Security Management Console (SMC) is an on-line system DST obtained from Archer Technologies that provides Security Policies, Control Standards, and Technical Baselines, oriented to the financial industry. The policies and standards incorporated in the SMC are designed to be consistent and evolve with IS027001, HIPAA, Data Protection Act of 1998, IS Forum Standards, FFIEC IS Booklet, and MAS to the extent DST deems them applicable to its business.

DST has in place security log and activity monitoring, on a 24x7x365 basis. DST has an Intrusion Detection System (IDS) implemented to keep us informed on network activity. DST has an incident response process to deal with unexplainable logs and activities that are observed. This process is reviewed for validity and effectiveness for the purpose. DST uses third party security reviews to also provide the information to support DST's security efforts.

All of the foregoing policies and procedures are subject to regular review and modification without notice, it being agreed that (i) no change to the foregoing shall diminish the over-all level of security and protections afforded to Trust Data as maintained on TA2000 and the DST Facilities and (ii) DST hereby undertakes that it shall at all times have in place data security policies and standards that are reasonably designed to be consistent and evolve with IS027001, HIPAA, Data Protection Act of 1998, IS Forum Standards, FFIEC IS Booklet, and MAS to the extent DST reasonably deems them applicable to its business.

AMENDMENT TO
AGENCY AGREEMENT

THIS AMENDMENT TO AGENCY AGREEMENT (this "Amendment") is entered into as of the 13 day of November, 2013 (the "Effective Date") by and between 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") and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11(th) Street, 5(th) Floor, Kansas City, Missouri 64105 ("DST").

WHEREAS, the Trust and DST entered into that certain Agency Agreement on the 1st day of April, 2006 to be effective as of the 1(st) day of July, 2006 (as previously amended, the "Agreement"). WHEREAS, the Trust and DST wish to amend the terms of the Agreement as outlined below .

NOW, THEREFORE, in consideration of the mutual promises, undertakings, covenants and conditions set forth herein, the Trust and DST agree as follows:

1. AMENDMENT TO AGREEMENT. With effect as of the Effective Date, the reference to March 30, 2014 as the expiration of the initial term in Section 21 is hereby modified to be March 31(st), 2019 as the expiration of the initial term.

2. EFFECT ON AGREEMENT. As of the Effective Date, this Amendment shall be effective to amend the Agreement and to the extent of any conflict between the Agreement and this Amendment, this Amendment supercedes and replaces the Agreement.

3. EXECUTION IN COUNTERPARTS/FACSIMILE TRANSMISSION. This Amendment may be executed in separate counterparts, each of which will be deemed to be an original and all of which, collectively, will be deemed to constitute one and the same Amendment. This Amendment may also be signed by exchanging facsimile copies of this Amendment, duly executed, in which event the parties hereto will promptly thereafter exchange original counterpart signed copies hereof.

4. TERMINOLOGY. The words "include", "includes" and "including" will be deemed to be followed by the phrase "without limitation". The words "herein", "hereof", "hereunder" and similar terms will refer to this Amendment unless the context requires otherwise.

5. AGREEMENT IN FULL FORCE AND EFFECT. Except as specifically modified by this Second Amendment, the terms and conditions of the Agreement shall remain in full force and effect, and the Agreement, as amended by this Amendment, and all of its terms, including, but not limited to any warranties and representations set forth therein, if any, are hereby ratified and confirmed by the Trust and DST as of the Effective Date.

6. CAPITALIZED TERMS. All capitalized terms used but not defined in this Amendment will be deemed to be defined as set forth in the Agreement.

7. AUTHORIZATION. Each party hereby represents and warrants to the other that the person or entity signing this Amendment on behalf of such party is duly authorized to execute and deliver this

Amendment and to legally bind the party on whose behalf this Amendment is signed to all of the terms, covenants and conditions contained in this Amendment.

8. GOVERNING LAW. This Amendment shall be construed according to and governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their duly authorized representatives as of the date first written above.

ADVISORS' INNER CIRCLE FUND

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

DST SYSTEMS, INC.

By: /s/ Thomas J. Schmidt
    ---------------------
Printed Name: Thomas J. Schmidt
Title: Vice President

MORGAN LEWIS

August 24, 2016

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

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 portfolio of the Trust: Cornerstone Advisors Core Plus Bond Fund (the "Fund"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 266 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, as amended (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

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

(a) a certificate of the Commonwealth of Massachusetts certifying that the Trust is validly existing under the laws of the Commonwealth of Massachusetts;

(b) the Amended and Restated Agreement and Declaration of Trust for the 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. Descoteaux, the Secretary of the Trust, certifying as to, and attaching copies of, the Trust's 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 Fund; and

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

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

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

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

FRANKLIN TEMPLETON INVESTMENTS

PERSONAL INVESTMENTS AND INSIDER TRADING POLICY ("THE POLICY")

(This Policy serves as a code of ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940)

SECTION 1. PURPOSE OF THE POLICY                                                                  1
1.1        SCOPE AND PURPOSE OF THE POLICY                                                        2
1.2        STATEMENT OF PRINCIPLES                                                                2
1.3        PROHIBITED ACTIVITIES                                                                  2
1.4        MONITORING OF THE POLICY AND ADDITIONAL INFORMATION                                    3

SECTION 2. PERSONAL INVESTMENTS                                                                   3
2.1        STATEMENT ON COVERED EMPLOYEE INVESTMENTS                                              3
2.2        CATEGORIES OF PERSONS SUBJECT TO THE POLICY                                            3
2.3        ACCOUNTS AND TRANSACTIONS COVERED BY THE POLICY                                        4
2.4        PROHIBITED TRANSACTIONS                                                                4
2.5        ADDITIONAL PROHIBITIONS AND REQUIREMENTS FOR ACCESS PERSONS AND PORTFOLIO PERSONS      5
2.6        REPORTING REQUIREMENTS                                                                 6
2.7        PRE-CLEARANCE REQUIREMENTS                                                             6
2.8        REQUIREMENTS FOR INDEPENDENT DIRECTORS                                                 7

SECTION 3. INSIDER TRADING                                                                        7
3.1        POLICY ON INSIDER TRADING                                                              7

SECTION 4. RELATED POLICIES AND REQUIREMENTS                                                      8
4.1        STATEMENT ON OTHER POLICIES AND REQUIREMENTS                                           8

SECTION 5. ADMINISTRATION OF THE POLICY, WAIVERS & REPORTING VIOLATIONS                           8
5.1        CODE OF ETHICS COMMITTEE; REPORTING TO FT FUND BOARDS                                  8
5.2        VIOLATIONS OF THE POLICY                                                               8
5.3        WAIVERS OF THE POLICY                                                                  8
5.4        REPORTING VIOLATIONS                                                                   9

THIS DOCUMENT IS THE PROPRIETARY PRODUCT OF FRANKLIN TEMPLETON INVESTMENTS. ANY UNAUTHORIZED USE, REPRODUCTION OR TRANSFER OF THIS DOCUMENT IS STRICTLY PROHIBITED. FRANKLIN TEMPLETON INVESTMENTS (C) 2012. ALL RIGHTS RESERVED.

SECTION 1. PURPOSE OF THE POLICY

1.1 SCOPE AND PURPOSE OF THE POLICY

The Franklin Templeton Investments Personal Investments and Insider Trading Policy (the "Policy) applies to the personal investment activities of all Covered Employees (as defined in section 2.2 of the Policy) of Franklin Resources, Inc. ("FRI") and all of its subsidiaries (collectively, "Franklin Templeton").

Franklin Templeton provides services to the funds that are advised or sub-advised by a Franklin Templeton investment adviser (the "FT Funds") and other client accounts ("Client Accounts"). Thus, for purposes of this Policy, "FT Fund" includes all open-end and closed-end funds within the Franklin Templeton Group of Funds, as well as any other fund that is advised or sub-advised by a Franklin Templeton investment adviser.

The purpose of the Policy is to summarize the values, principles and business practices that guide Franklin Templeton's business conduct and to establish a set of principles to guide Covered Employees regarding the conduct expected of them when managing their personal investments.

1.2 STATEMENT OF PRINCIPLES

All Covered Employees are required to conduct themselves in a lawful, honest and ethical manner in their business practices and to maintain an environment that fosters fairness, respect and integrity.

Franklin Templeton's policy is that the interests of the FT Funds and Client Accounts are paramount and come before the interests of any employee. Information concerning the securities(1) holdings and financial circumstances of the FT Funds and Client Accounts, as well as the identity of certain Client Accounts, is confidential and Covered Employees are required to safeguard this information.

The personal investment activities of Covered Employees must be conducted in a manner to avoid actual or potential conflicts of interest with the FT Funds and Client Accounts. In particular, to the extent that a Covered Employee learns of an investment opportunity because of his or her position with Franklin Templeton (e. g. , internal or third party research, Franklin Templeton or company sponsored conferences, or communications with company officers), the Covered Employee must give preference to the FT Funds or Client Accounts.

Personal transactions in a security may not be executed, regardless of quantity, if the Covered Employee has access to information regarding, or knowledge or even a presumed knowledge of, FT Fund or Client Account activity in such security, including proposed activity and recommendations.

1.3 PROHIBITED ACTIVITIES

Covered Employees generally are prohibited from engaging or participating in any activity that has the potential to cause harm to an FT Fund or Client Account. Examples of prohibited activities include, but are not limited to:

o Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, the FT Funds or Client Accounts;

o Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for an FT Fund or Client Account in order to avoid economic injury to themselves or anyone other than the FT Funds or Client Accounts;

o Purchasing or selling a security on the basis of knowledge of a possible trade by or for an FT Fund or Client Account with the intent of personally profiting from, or avoiding a loss with respect to, personal holdings in the same or related securities;

o Revealing to any other person (except in the normal course of the Covered Employee's duties on behalf of an FT Fund or Client Account) any information regarding securities transactions by any FT Fund or Client Account or the consideration by any FT Fund or Client Account of any such securities transactions; or

o Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on an FT Fund or Client Account or engaging in any manipulative practice with respect to any FT Fund or Client Account.

1.4 MONITORING OF THE POLICY AND ADDITIONAL INFORMATION

Questions regarding the Policy and related requirements should be directed to the Code of Ethics Department located in San Mateo, CA. The Code of Ethics Department can be reached by e-mail at lpreclear@frk.com or by phone at (650) 312-3693 or extension 112-3693. The Code of Ethics Department uses PTA, http://coeprod/pta/index.jsp, an automated transaction pre-clearance system, to manage the oversight of personal investments. Administration of the Policy is the responsibility of the Code of Ethics Committee.

SECTION 2. PERSONAL INVESTMENTS

2.1 STATEMENT ON COVERED EMPLOYEE INVESTMENTS

Franklin Templeton recognizes the importance to Covered Employees of managing their own financial resources. However, because of the potential conflicts of interest inherent in its business, Franklin Templeton has implemented this Policy with regard to personal investments of Covered Employees. This Policy is designed to minimize these conflicts and help ensure that Franklin Templeton focuses on meeting its duties as a fiduciary to the FT Funds or Client Accounts.

Covered Employees should be aware that their ability to invest in certain securities and to liquidate those positions may be severely restricted under this Policy due to trading by the FT Funds or Client Accounts, including during times of market volatility. Therefore, as a general matter, Franklin Templeton encourages Covered Employees to exercise caution when investing in individual securities, particularly in situations where a Covered Employee wishes to invest in securities held or likely to be held by the FT Funds or Client Accounts.

Franklin Templeton also discourages Covered Employees from engaging in a pattern of securities transactions that is so excessively frequent as to potentially impact the Covered Employee's ability to carry out their assigned responsibilities, increases the possibility of potential conflicts or violates the Policy or the FT Funds' prospectuses.

2.2 CATEGORIES OF PERSONS SUBJECT TO THE POLICY

All persons subject to the Policy are assigned to the following categories based on their access to information regarding, or involvement in, investment activities. Persons subject to other personal trading policies or codes of ethics adopted by Franklin Templeton or its affiliates generally are exempt from this Policy.(2) Please consult the Code of Ethics Department if you have any questions about how this Policy applies to you.

COVERED EMPLOYEES: Covered Employees are: (1) partners, officers, directors (or persons occupying a similar status or having similar functions) and employees (including certain designated temporary employees or consultants) of any Franklin Templeton investment adviser, as well as any other persons who provide advice on behalf of any Franklin Templeton investment adviser and are subject to the supervision and control of that investment adviser;
(2) Access Persons, as defined below; and (3) Independent directors of FT Funds within the Franklin Templeton Group of Funds and independent directors of Franklin Templeton investment advisers (collectively, "Independent Directors").

2. In limited circumstances, certain affiliates of FRI may adopt separate policies or codes of ethics governing personal trading in order to address the specific features of their investment activities and operations. Individuals subject to such separate policies or codes of ethics generally are exempt from this Policy.

ACCESS PERSONS: Access Persons, a subset of Covered Employees, are those who have access to non-public information regarding FT Funds' or Client Accounts' securities transactions; or have access to recommendations that are non-public; or have access to non-public information regarding the portfolio holdings of the FT Funds or Client Accounts.

PORTFOLIO PERSONS: Portfolio Persons, a subset of Access Persons, are those who, in connection with their regular functions or duties, make or participate in the decision to purchase or sell a security by an FT Fund or Client Account or if his or her functions relate to the making of any recommendations about those purchases or sales.

Please see the Appendix to this Policy for a table indicating how the provisions of the Policy apply to each category of persons. In addition, please see section 2.8 of the Policy for a description of the requirements for Independent Directors.

2.3 ACCOUNTS AND TRANSACTIONS COVERED BY THE POLICY

The Policy covers two types of securities accounts and transactions: (1) those in which Covered Employees have or share investment control, and (2) those in which Covered Employees have direct or indirect beneficial ownership. Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. "Pecuniary interest" has the same meaning as in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. Generally, a pecuniary interest in a security means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Covered Employees are presumed to have a pecuniary interest in securities held by members of their immediate family sharing the same household.

Certain types of securities are exempt from the Policy. These exempt securities include, but are not limited to, direct obligations of the U. S. government, money market instruments, and registered open-end funds other than the FT Funds. Please consult the Code of Ethics Department or PTA for further information about specific types of securities that are exempt from the Policy.

2.4 PROHIBITED TRANSACTIONS

TRADING THAT CONFLICTS WITH FT FUNDS OR CLIENT ACCOUNTS

Covered Employees are prohibited from any trading activity that conflicts with the FT Funds' or Client Accounts' trading activity. Examples of prohibited trading activity include, but are not limited to:

o "front running" or trading ahead of an FT Fund or Client Account; and

o trading parallel to or against an FT Fund or Client Account.

SHORT SALES OF SECURITIES ISSUED BY FRANKLIN RESOURCES AND CLOSED-END FT
FUNDS

Covered Employees are prohibited from effecting short sales, including "short sales against the box," of securities issued by FRI or any closed-end FT Funds. This prohibition includes economically equivalent transactions such as call or put options, swap transactions or other derivatives.

TRADING IN SHARES OF THE FT FUNDS

A Covered Employee is prohibited from buying and selling shares of an FT Fund if in possession of material non- public information about the FT Fund. Specifically, Covered Employees are prohibited from taking personal advantage of their non-public knowledge of recent or impending investment activities of FT Funds or the FT Funds' investment advisers or any other non-public information that a reasonable investor would likely consider important in making his or her investment decisions, including information that may have a material effect on an FT Fund's share price or net asset value.

Covered Employees must keep confidential at all times any non-public information they may obtain about an FT Fund, including but not limited to information such as portfolio holdings, pricing or valuation of an FT Fund's portfolio holdings, recent or impending securities transactions by an FT Fund, activities of an FT Fund's investment advisers, offerings of new FT Funds, changes to investment minimums, closings of FT Funds, changes to investment personnel, FT Fund flow activity, and information on current or prospective FT Fund shareholders.

SHORT-TERM TRADING IN OPEN-END FT FUNDS

Franklin Templeton discourages short-term or excessive trading, often referred to as "market timing," in shares of the open-end FT Funds. Covered Employees must be familiar with the "Frequent Trading Policy" or its equivalent described in the prospectus of each open-end FT Fund in which they invest and must not engage in trading activity that might violate the purpose or intent of such policy. Accordingly, all Covered Employees must comply with the purpose and intent of each open-end FT Fund's Frequent Trading Policy or its equivalent and must not engage in any short-term or excessive trading in open-end FT Funds.

For open-end FT Funds within the Franklin Templeton Group of Funds, the Trade Control Team of each FT Fund's transfer agent will monitor trading activity in shares of the FT Funds by Covered Employees and will report any trading patterns or behaviors that may constitute short-term or excessive trading to the Code of Ethics Department. These reports will include descriptions of any actions taken and any sanctions or penalties imposed in response to such trading activity. This policy applies to the open-end FT Funds including those FT Funds purchased through a 401(k) plan, but does not apply to purchases and sales of money market funds.

2.5 ADDITIONAL PROHIBITIONS AND REQUIREMENTS FOR ACCESS PERSONS AND PORTFOLIO PERSONS

INITIAL PUBLIC OFFERINGS

Access Persons are prohibited from investing in securities sold in an initial public offering or a secondary offering by an issuer except for offerings of securities made by closed-end FT Funds advised or sub-advised by Franklin Templeton.

SHORT SALES OF SECURITIES

Portfolio Persons are prohibited from selling short any security held by the FT Funds, including "short sales against the box." This prohibition also applies to effecting economically equivalent transactions, including, but not limited to, sales of uncovered call options, purchases of put options while not owning the underlying security, and short sales of bonds that are convertible into equity positions, swaps or other derivatives.

SHORT SWING RULE

Portfolio Persons are subject to a short swing rule whereby they cannot profit from the purchase and sale or sale and purchase of any security within a 60 calendar day period, including transactions in derivatives and transactions that may occur in margin and option accounts. For purposes of this rule, profits will be determined based upon the maximum gain that could be realized on the purchases and sales (or sales and purchases) occurring during the 60 calendar day period. Please consult the Code of Ethics Department about how profits are calculated for purposes of this rule.

DISCLOSURE OF INTEREST IN SECURITIES

Portfolio Persons are required to disclose any interest they have in the securities of an issuer if they are involved in either analysis or investment decisions related to the issuer. Portfolio Persons must re-disclose any such interest if they participate in later recommendations or investment decisions related to the issuer.

Portfolio Persons must also disclose any personal transactions they are contemplating in the securities referenced above, any position they hold with the issuer and any proposed business relationship between the issuer and the Portfolio Person or any party in which the Portfolio Person has a significant interest.

The disclosures above must be made to their Chief Investment Officer and /or Director of Research.

2.6 REPORTING REQUIREMENTS

All Covered Employees must complete an Initial Code of Ethics Certification no later than 10 calendar days after the date the person is notified by a member of the Human Resources Department of the requirement to do so. Additionally, by FEBRUARY 15TH of each subsequent year they must complete an annual certification that they have complied with and will comply with the Policy.

Access Persons must also file an Initial Broker Accounts Certification and Initial Holdings Certification no later than 10 calendar days after the date the person is notified by a member of the Human Resources Department of the requirement to do so. Additionally, by FEBRUARY 15TH of each subsequent year, Access Persons must file a then current ANNUAL report of all personal securities accounts and securities holdings and must certify that they have complied with and will comply with the Policy.

On a QUARTERLY basis, and no later than 30 calendar days after the end of each calendar quarter, every Access Person must report all transactions in securities covered by this Policy, except for those executed through an Automatic Investment Plan or that would duplicate information already provided in broker confirmations or statements sent to the Code of Ethics Department directly from the broker.

No later than 30 calendar days after the calendar quarter, Access Persons must report any account established in which any securities were held during that calendar quarter.

2.7 PRE-CLEARANCE REQUIREMENTS

PRE-CLEARANCE OF SECURITIES TRANSACTIONS

Access Persons must obtain pre-clearance from the Code of Ethics Department before buying or selling any security (other than those not requiring pre-clearance, a full list of which is available from the Code of Ethics Department) and are always prohibited from executing transactions in a security if aware that the FT Funds or Client Accounts are active or contemplate being active in the security (even if the transactions have been pre- cleared). Pre-clearance requests should be submitted via PTA.

PRIVATE INVESTMENTS AND LIMITED OFFERINGS

Access Persons must obtain pre-clearance from the Code of Ethics Department before investing in a private placement or purchasing other securities in a limited offering. For example, investments in private or unregistered funds (i.e., hedge funds) are required to be pre-cleared under the Policy.

DISCRETIONARY ACCOUNTS

Transactions in discretionary accounts do not need to be pre-cleared if satisfactory evidence has been provided to the Code of Ethics Department that sole investment discretion has been granted to an investment manager. The Access Person must certify initially and annually thereafter that they do not have investment control of the account other than the right to terminate. If the Access Person makes, or participates in, an investment decision for an account that has been reported as discretionary, transactions related to that decision must be pre-cleared. If there is any uncertainty about whether a particular account would be deemed discretionary for purposes of the Policy, please consult the Code of Ethics Department.

EXEMPTIONS FROM PRE-CLEARANCE

Certain types of securities and transactions are exempt from pre-clearance requirements. Examples of these types of securities and transactions include, but are not limited to, shares issued by FRI; shares of open-end and closed- end funds (including the FT Funds); shares of ETFs; certain government obligations and transactions effected pursuant to dividend reinvestment plans. In addition, transactions in small quantities of securities (e.g., in the case of equity securities, 500 shares within a 30 calendar day period) are not required to be pre-cleared. Please consult the Code of Ethics Department for further information about the types of securities and transactions that are exempt from the pre-clearance requirements of the Policy.

"INTENT" IS IMPORTANT

While pre-clearance of Access Persons' transactions is a cornerstone of Franklin Templeton's compliance efforts, it cannot detect inappropriate or illegal transactions where the intent conflicts with the principles of the Policy. Thus, the fact that a proposed transaction received pre-clearance is not a defense against a charge of violating the Policy or the securities laws. For example, even if an Access Person received pre-clearance for a transaction, that transaction might constitute front-running if it occurred shortly before a transaction by an FT Fund or Client Account that the Access Person was aware of. In cases like this, the intent may not be evident when a particular transaction request is analyzed for pre-clearance.

2.8 REQUIREMENTS FOR INDEPENDENT DIRECTORS

PRE-CLEARANCE AND REPORTING REQUIREMENTS

An Independent Director is subject to the pre-clearance and transaction reporting requirements of the Policy only if such Independent Director, at the time of his or her transaction, knew or should have known that, during the 15 calendar day period before or after the date of the Independent Director's transaction, the security was purchased or sold or considered for purchase or sale by an FT Fund or Client Account. The pre-clearance and reporting requirements of the Policy do not apply to securities transactions conducted in an account where an Independent Director has granted full investment discretion to a brokerage firm, bank or investment adviser or conducted in a trust account in which the trustee has full investment discretion. Independent Directors are not required to disclose any securities holdings or brokerage accounts, including brokerage accounts where he/she has granted discretionary authority to a brokerage firm, bank or investment adviser.

INITIAL AND ANNUAL ACKNOWLEDGMENT REPORTS

An Independent Director must complete and return an executed Acknowledgment Form to the Code of Ethics Department no later than 10 calendar days after the date the person becomes an Independent Director. Independent Directors will be asked to certify by FEBRUARY 15TH of each year that they have complied with and will comply with the Policy by filing the Acknowledgment Form with the Code of Ethics Department.

SECTION 3. INSIDER TRADING

3.1 POLICY ON INSIDER TRADING

Insider trading, or trading on material non-public information, is against the law and penalties are severe, both for individuals involved in such unlawful conduct and their employers. No Covered Employee may (1) trade, either personally or on behalf of the FT Funds or Client Accounts, while in possession of material non-public information, or (2) communicate material non-public information to others.

Material non-public information may be obtained by many means, both in connection with a Covered Employee's job functions (e. g. , from meetings with company executives or consultations with expert networks) or independent of the Covered Employee's employment or relationship with Franklin Templeton (e.g., from friends or relatives).

Before trading for themselves or others (including FT Funds and Client Accounts) in the securities of a company about which a Covered Employee potentially may have material non-public information, the Covered Employee should consider the following questions:

o First, is the information material? Information is considered material if there is a substantial likelihood that a reasonable investor would consider the information to be important in making his or her investment decision, or if it is reasonably certain to have a substantial effect on the price of the company's securities.

o Second, is the information non-public? Information is non-public until it has been effectively communicated to the marketplace. For example, information in a report filed with the U.S. Securities and Exchange Commission, or that appears in a publication of general circulation (e.g., The Wall Street Journal or Reuters) would be considered public. If the information has been obtained from someone who is betraying an obligation not to share the information (e.g., a company insider), that information is very likely to be non-public.

If, after consideration of these questions, the Covered Employee believes that the information that they have about a company may be material and non-public, or if the Covered Employee has questions as to whether the information is material or non-public, he or she must report the matter immediately to Trading Desk Compliance/GIAC, the designated Compliance Officer or Legal Department. In addition, the Covered Employee must not purchase or sell any securities issued by such company on behalf of themselves or others (including on behalf of any FT Fund or Client Account), or communicate the information inside or outside Franklin Templeton.

Trading Desk Compliance/GIAC or the Compliance Officer will promptly contact the Legal Department for advice. After review of the facts, the Legal Department, Trading Desk Compliance/GIAC or the Compliance Officer will provide instructions to the Covered Employee. If the information in the Covered Employee's possession is determined to be material and non-public, the Covered Employee is required to keep the information confidential and secure. Those securities for which the Covered Employee has material non-public information will be placed on restricted trading lists for a timeframe determined by the Compliance Officer.

SECTION 4. RELATED POLICIES AND REQUIREMENTS

4.1 STATEMENT ON OTHER POLICIES AND REQUIREMENTS

In addition to the Policy, Covered Employees are required to observe the applicable policies and procedures prescribed in the CODE OF ETHICS AND BUSINESS CONDUCT, the policies contained in the U.S. and non-U.S. employee handbooks (as applicable), and various other policies adopted by Franklin Templeton.

SECTION 5. ADMINISTRATION OF THE POLICY, WAIVERS & REPORTING VIOLATIONS

5.1 CODE OF ETHICS COMMITTEE; REPORTING TO FT FUND BOARDS

The Code of Ethics Committee is responsible for the administration of the Policy and provides oversight of compliance with the personal trading requirements of the Policy. Among other things, the Committee has the authority and responsibility to review the Policy periodically, review sanction guidelines for violations of the Policy and review trading violations and waivers granted.

At least annually, the Franklin Templeton Fund Boards will be provided with a report describing any issues arising under the Policy.

5.2 VIOLATIONS OF THE POLICY

A Covered Employee that violates this Policy will be sanctioned in a manner commensurate with the violation. Prescribed sanctions range from reminder memos for a first time failure to pre-clear a transaction that would have been approved to the immediate sale of positions, disgorgement of profits, personal trading suspensions and other sanctions, up to and including termination and reporting to regulatory authorities for more serious violations.

5.3 WAIVERS OF THE POLICY

The Director of Global Compliance or the Chief Compliance Officer may, in his or her discretion, waive compliance by any Covered Employee with the provisions of the Policy, if he or she finds that such a waiver:

(1) is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;

(2) will not be inconsistent with the purposes and objectives of the Policy;

(3) will not adversely affect the interests of the FT Funds or Client Accounts or the interests of Franklin Templeton; and

(4) will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.

Any waiver will be in writing, will contain a statement of the basis for it, and any waivers granted by the Chief Compliance Officer of the relevant investment adviser will be reported to the Director of Global Compliance.

5.4 REPORTING VIOLATIONS

Covered Employees are required to report violations of the Policy or the related Procedures, whether by themselves or by others.

Franklin Templeton is dedicated to providing Covered Employees with the means and opportunity to report violations of the Policy or the related Procedures, or other instances of wrongdoing, or any concerns they may have regarding ethical violations or accounting, internal control or auditing matters, including fraud. Several means are provided by which reports can be made including:

Compliance and Ethics Hotline: 1-800-636-6592  http://intranet/codeofethics/hotline/op_principles.htm

Funds Compliance Hotline:      1-888-678-8852  http://intranet/codeofethics/hotline/op_principles.htm

Corporate Ombudsman:           1-650-312-2832  http://intranet/codeofethics/ombudsman/index.htm

Franklin Templeton will not allow retaliation against any Covered Employee who has submitted a report of a violation of the Policy or the related Procedures in good faith.

---------------------------------------------------------------------------------------------------------
                                                            COVERED     ACCESS    PORTFOLIO   INDEPENDENT
                                                           EMPLOYEES    PERSONS    PERSONS     DIRECTORS
---------------------------------------------------------------------------------------------------------
PROHIBITED ACTIVITIES (SECTION 1.3)                            X           X         X            X
---------------------------------------------------------------------------------------------------------
PROHIBITED TRANSACTIONS AND OTHER REQUIREMENTS (SECTIONS 2.4 AND 2.5)
---------------------------------------------------------------------------------------------------------
  Prohibition on Trading Activity that Conflicts with FT
  Funds or Client Accounts                                     X           X         X            X
---------------------------------------------------------------------------------------------------------
  Prohibition on Short Sales of FRI and Closed-end FT          X           X         X            X
  Funds
---------------------------------------------------------------------------------------------------------
  Trading in Shares of the FT Funds When in Possession
  of Material Non-Public Information                           X           X         X            X
---------------------------------------------------------------------------------------------------------
  Short-Term Trading in Open-end FT Funds                      X           X         X            X
---------------------------------------------------------------------------------------------------------
  Prohibition on Investments in Initial Public Offerings                   X         X
---------------------------------------------------------------------------------------------------------
  Prohibition on Short Sales of All Securities                                       X
---------------------------------------------------------------------------------------------------------
  Short Swing Rule                                                                   X
---------------------------------------------------------------------------------------------------------
  Disclosure of Interest in Securities                                               X
---------------------------------------------------------------------------------------------------------
REPORTING REQUIREMENTS (SECTION 2.6)
---------------------------------------------------------------------------------------------------------
  Initial Certification/Acknowledgment                         X          X         X            X
---------------------------------------------------------------------------------------------------------
  Initial Disclosure of Accounts and Holdings                             X         X
---------------------------------------------------------------------------------------------------------
  Annual Disclosure of Accounts and Holdings                              X         X
---------------------------------------------------------------------------------------------------------
  Annual Certification of Compliance                           X          X         X            X
---------------------------------------------------------------------------------------------------------
  Quarterly Disclosure of Transactions                                    X         X            X*
---------------------------------------------------------------------------------------------------------
  Quarterly Disclosure of New Accounts                                    X         X
---------------------------------------------------------------------------------------------------------
PRE-CLEARANCE REQUIREMENTS (SECTION 2.7)                                  X         X           X*
---------------------------------------------------------------------------------------------------------
INSIDER TRADING (SECTION 3)                                    X          X         X           X
---------------------------------------------------------------------------------------------------------
REQUIREMENT TO REPORT VIOLATIONS (SECTION 5.4)                 X          X         X           X
---------------------------------------------------------------------------------------------------------

* Only applicable if the Independent Director, at the time of his or her transaction, knew or should have known that, during the 15 calendar day period before or after the date of the Independent Director's transaction, the security was purchased or sold or considered for purchase or sale by an FT Fund or Client Account.

TCW

CODE OF ETHICS

TCW
POLICIES &
PROCEDURES

GENERAL PRINCIPLES                                                             1

PERSONAL INVESTMENT TRANSACTIONS                                               2

     Overview                                                                  2
     Personal Investment Restrictions                                          3
     Who Must Comply: Access Person/Covered Person                             3
     Covered Transactions/Covered Accounts                                     3
     Policy Governing Covered Transactions                                     3
     Pre-clearance Process                                                     4
     Prohibited Transactions                                                   5
     Additional Restrictions for Certain Investment Professionals              5
     Exceptions: Exempt Securities and Exempt Transactions                     8

EXEMPTIVE RELIEF                                                              11

     Personal Investment Reporting                                            11
     Reporting on Opening, Changing or Closing a Covered Account              12
     Required Certifications                                                  13

POLICY STATEMENT ON INSIDER TRADING                                           14

     TCW Policy on Insider Trading                                            14
     Trading Prohibition                                                      14
     Communication Prohibition                                                15
     What Is Material Information?                                            15
     What Is Non-Public Information?                                          16
     Examples Of How TCW Personnel Could Obtain Inside Information And
     What You Should Do In These Cases                                        16
     Board of Directors' Seats or Observation Rights                          16
     Deal-Specific Information                                                17
     Participation in Rapid Fire Capital Infusions                            18
     What Are The Ramifications For Participating In A Rapid Fire
     Capital Infusion?                                                        18
     Creditors' Committees                                                    18
     Information about TCW Products                                           19
     Contacts with Public Companies                                           20
     What Is The Effect Of Receiving Inside Information?                      20


                CODE
[LOGO OMITTED]  OF ETHICS                                                      i

     Does TCW Monitor Trading Activities?                                     21
     Penalties and Enforcement by SEC and Private Litigants                   21
     What You Should Do If You Have Questions About Inside Information?       22
     Ethical Wall Procedures                                                  23
     Identification of the Walled-In Individual or Group                      23
     Isolation of Information                                                 23
     Restrictions on Communications                                           23
     Restrictions on Access to Information                                    24
     Trading Activities by Persons within the Wall                            24
     Termination of Ethical Wall Procedures                                   24
     Certain Operational Procedures                                           25
     Maintenance of Restricted List                                           25
     Exemptions                                                               25

ANTI-CORRUPTION POLICY                                                        26

     Statement of Purpose                                                     26
     Scope                                                                    26
     Prohibited Conduct                                                       26
     Permitted Conduct                                                        27
     Gifts                                                                    27
     Entertainment or Similar Expenditures                                    28
     Gifts, Entertainment, Payments & Preferential Treatment                  28
     Gifts Provided By the Firm/Firm Personnel                                28
     Entertainment and Hospitality Provided by the Firm/Firm Personnel        30
     Gifts and Entertainment Received by Firm Personnel                       30
     Political Contributions                                                  32
     Facilitating Payments are Prohibited                                     32
     Health or Safety Exception                                               33
     Third Party Representatives                                              33
     Red Flag Reporting                                                       33
     Mandatory Reporting                                                      34
     Non-Retaliation                                                          35
     Books and Records                                                        35

OUTSIDE BUSINESS ACTIVITIES                                                   35


                CODE
[LOGO OMITTED]  OF ETHICS                                                     ii

     General                                                                  35
     Obtaining Approval/Reporting                                             36

POLITICAL ACTIVITIES & CONTRIBUTIONS                                          37

     Introduction                                                             37
     General Rules                                                            37
     Fundraising and Soliciting Political Contributions                       37
     Rules Governing Firm Contributions and Activities                        38
     Federal Elections                                                        38
     Contributions to State and Local Candidates and Committees               38
     Political Activities on Firm Premises and Using Firm Resources           39
     Federal, State, and Local Elections                                      39
     Rules for Individuals                                                    39
     Responsibility for Personal Contribution Limits                          39
     Pre-Approval of all Political Contributions and Volunteer Activity       39
     New Hires, Transfers and Promotions to Covered Associate Position        40
     Participation in Public Affairs                                          41

OTHER EMPLOYEE CONDUCT                                                        41

     Personal Loans                                                           41
     Taking Advantage of a Business Opportunity That Rightfully Belongs
       To the Firm                                                            41
     Disclosure of a Direct or Indirect Interest in a Transaction             42
     Corporate Property or Services                                           42
     Use of TCW Stationery                                                    42
     Giving Advice to Clients                                                 42

CONFIDENTIALITY                                                               43

SANCTIONS                                                                     44

REPORTING ILLEGAL OR SUSPICIOUS ACTIVITY - "WHISTLEBLOWER POLICY"             45

          Policy                                                              45
          Procedure                                                           45

GLOSSARY                                                                      47

APPENDIX A                                                                    52

CODE

[LOGO OMITTED] OF ETHICS iv

GENERAL PRINCIPLES

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this CODE OF ETHICS or CODE, the "FIRM" or "TCW" refers to The TCW Group, Inc., TCW ADVISORS, and controlled affiliates.

This Code is based on the principle that the officers, directors and employees of the FIRM owe a fiduciary duty to the FIRM'S clients. In consideration of this you must:

o Protect the interests of the Firm's clients before looking after your own.

o If you know that an investment team is considering a transaction in a security, don't trade that security.

o Never use opportunities provided for the FIRM'S clients by brokers or others for your personal benefit.

o Avoid actual or apparent conflicts of interest in conducting your personal investing.

o Never trade on the basis of client information, or otherwise use client information for personal benefit.

o Maintain the confidentiality of all client financial and other confidential information. Loose lips sink ships.

o Comply with all applicable securities laws and FIRM policies, including this CODE.

o Communicate with clients or prospective clients candidly.

o Exercise independent judgment when making investment decisions.

o Treat all clients fairly.

When in doubt, call the GENERAL COUNSEL, the CHIEF COMPLIANCE OFFICER, or any member of the COMPLIANCE or LEGAL DEPARTMENT before taking action. We are here to help. THE REPUTATION THAT TCW HAS BUILT THROUGH DECADES OF HARD WORK CAN BE DESTROYED BY A SINGLE ACTION. AS AN ACCESS PERSON, YOU ARE RESPONSIBLE FOR SAFEGUARDING THE REPUTATION OF TCW.

Violations of this CODE constitute grounds for disciplinary actions, including immediate dismissal.

CODE

[LOGO OMITTED] OF ETHICS 1

PERSONAL INVESTMENT TRANSACTIONS

OVERVIEW

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm. The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.

Any questions about this policy should be addressed to the ADMINISTRATOR OF THE CODE OF ETHICS at extension 0467 or ace@tcw.com.

CODE

[LOGO OMITTED] OF ETHICS 2

PERSONAL INVESTMENT RESTRICTIONS

WHO MUST COMPLY: ACCESS PERSON/COVERED PERSON

Generally, each employee, officer or management director of the FIRM is an
ACCESS PERSON.

A consultant, temporary employee or other individual may be designated as an ACCESS PERSON, depending on factors including that person's duties and access to information.

For each ACCESS PERSON, the members of their "IMMEDIATE FAMILY" (including spouse, relative or significant other residing with the ACCESS PERSON) is a "COVERED PERSON."

All Securities trading by ACCESS PERSONS and COVERED PERSONS is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Person's work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. Where necessary the Person will be notified by his/her supervisor, or such other appropriate officer(s), that trading restrictions may be implemented.

Every COVERED PERSON should be familiar with the requirements of this policy. Contact the ADMINISTRATOR OF THE CODE OF ETHICS to send each COVERED PERSON a copy of this policy or to have them attend a CODE orientation.

COVERED TRANSACTIONS/COVERED ACCOUNTS

This policy covers investment activities ("COVERED TRANSACTIONS") (i) by any ACCESS PERSON or COVERED PERSON, and (ii) in any account in which any Access Person has a "BENEFICIAL INTEREST". Any account through which a COVERED TRANSACTION is made is a "COVERED ACCOUNT."

An Access Person has a "beneficial interest" in an account if that Access Person:

o has benefits substantially equivalent to owning the SECURITIES or the account,

o can obtain ownership of the SECURITIES in the account within 60 days, or

o can vote or dispose of the SECURITIES in the account.

Examples include a relative's brokerage account for which the ACCESS PERSON can effect trades, or an estate for which the ACCESS PERSON makes investment decisions as executor.

Violations of this policy by your IMMEDIATE FAMILY members or by any persons in an account in which you have a BENEFICIAL INTEREST will be treated as violations by you.

POLICY GOVERNING COVERED TRANSACTIONS

Generally, all trading by Covered Persons requires pre-clearance. Exempt transactions and exempt securities are listed below.

CODE

[LOGO OMITTED] OF ETHICS 3

PRE-CLEARANCE PROCESS

OUTSIDE FIDUCIARY ACCOUNTS require special procedures. Contact the Administrator of the Code of Ethics.

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required form at http://tcw.starcompliance.com. The instructions for filing a PAT FORM and PRIVATE PLACEMENT FORM are available on myTCW.

Requests submitted before 12:00 noon Los Angeles time (3:00 pm New York Time) are usually processed same-day. Pre-clearance expires on 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after it is received. Generally, you must either obtain a new pre-clearance or cancel any unexecuted portion of the transaction that is not completed before your pre-clearance expires. Limit orders must be structured to comply with the pre-clearance time limits, or such other period specifically approved by Legal or Compliance. Please contact the Administrator of the Code of Ethics if a different period is requested. Any approval of a period other than the standard pre-clearance time limit is subject to Compliance's ability to cancel the approval (regardless of execution) at any time.

CODE

[LOGO OMITTED] OF ETHICS 4

---------------------------------------------------------------------------------------------------
PROHIBITED TRANSACTION           EXCEPTIONS/LIMITATIONS    CONSEQUENCES/COMMENTS
---------------------------------------------------------------------------------------------------
Transacting in a SECURITY that   Exception: Permitted      Portfolio managers may accumulate
the FIRM is trading for its      once the FIRM'S trading   a position in a particular security
clients                          is completed or           over a period of time. During such
                                 cancelled                 accumulation period, permission to
                                                           trade in such a security will generally
                                                           not be granted.
---------------------------------------------------------------------------------------------------
Transacting in a security that
the ACCESS PERSON knows is
under consideration for trading
by the FIRM for its clients
---------------------------------------------------------------------------------------------------
Uncovered short sale
---------------------------------------------------------------------------------------------------
Writing an uncovered option
---------------------------------------------------------------------------------------------------
Acquiring any SECURITY in an     Exception: Permitted if
IPO                              the SECURITY is an
                                 EXEMPT SECURITY. See
                                 chart below.
---------------------------------------------------------------------------------------------------
Acquiring an interest in a 3rd                            Comment: see Prohibited Third-
party registered investment                               Party Registered Investment
company advised or sub-                                   Companies for a list.
advised by the FIRM
---------------------------------------------------------------------------------------------------

ADDITIONAL RESTRICTIONS FOR CERTAIN INVESTMENT PROFESSIONALS

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.

---------------------------------------------------------------------------------------------------
PROHIBITED TRANSACTION            APPLIES TO              CONSEQUENCES/COMMENTS
---------------------------------------------------------------------------------------------------
Profiting from the purchase          o  Portfolio         Transactions will be matched using a
and sale, or sale and purchase,         Managers          LIFO system.
of the same (or equivalent)          o  Securities
SECURITIES within 60 calendar           Analysts and      All profits of prohibited trades are
days by any of the following            Researchers       subject to disgorgement
ACCESS PERSONS described             o  Securities
under "Applies to" who provide          Traders who
services for registered                 provide           Exceptions:
investment companies                    information or
                                        advice to a         o  EXEMPT SECURITIES
                                        portfolio           o  ETFs
                                        manager           Note however, that Exempt
                                     o  members of        Securities and ETFs must still be
                                        Investment        submitted through StarCompliance
                                        Control           for pre-approval.
---------------------------------------------------------------------------------------------------
Purchasing or selling a SECURITY     o  Prohibited for      o  All prohibited transactions
in the 5 business days BEFORE           portfolio              must be reversed; and
that SECURITY is bought or sold         managers and        o  all profits are subject to
on behalf of a Firm client, in          any other              disgorgement.
any                                     investment
                                        professional in
   o  Covered Account, or               their product
   o  Outside Fiduciary                 group,
      Account                           including
                                        traders,
                                        Researchers or
                                        Analysts, for
                                        the client
                                        account in
                                        which the
                                        SECURITY is
                                        transacted.
                                     o  Members of
                                        Investment
                                        Control
---------------------------------------------------------------------------------------------------
Purchasing a SECURITY in the 5       o  Prohibited for       o  All prohibited transactions
business days after that                portfolio               must be reversed; and
SECURITY is sold on behalf of a         managers and         o  all profits are subject to
FIRM client, or selling a               any other               disgorgement.
SECURITY in the 5 business days         investment
AFTER that SECURITY is                  professional in
purchased on behalf of a FIRM           their product
client, in any                          group,
                                        including
       o Covered Account, or            traders,
       o Outside Fiduciary              Researchers or
         Account                        Analysts, for
                                        the client
                                        account in
                                        which the
                                        security is
                                        transacted.
                                    o   Members of
                                        Investment
                                        Control.
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
Purchasing or selling any           o  Prohibited for a    o  All prohibited transactions
SECURITY in the 5 business days        portfolio              must be reversed; and
AFTER a TCW-advised or sub-            manager and         o  all profits are subject to
advised registered investment          any other              disgorgement.
company buys or sells the              investment
SECURITY, in any                       professional in
                                       their product
    o   Covered Account, or            group,
    o   Outside Fiduciary              including
        Account                        traders,
                                       Researchers or
                                       Analysts,
                                       managing
                                       funds for the
                                       registered
                                       investment
                                       company
                                    o  Members of
                                       Investment
                                       Control
---------------------------------------------------------------------------------------------------
Purchasing or selling any           o  Prohibited for     o  All prohibited transactions
SECURITY in a manner                   any Analyst or        must be reversed; and
inconsistent with any                  Researcher         o  all profits are subject to
recommendation made by that                                  disgorgement.
research analyst less than 30
days prior to the proposed
purchase or sale
---------------------------------------------------------------------------------------------------
Recommending any SECURITY         o  Prohibited for      o  All prohibited transactions
for purchase by the FIRM,            any portfolio          must be reversed; and
including writing a research         manager,            o  all profits are subject to
report advocating for the            Researcher or          disgorgement.
purchase of a SECURITY, where        Analyst, unless
such individual also holds such      they have held
SECURITY in a Covered Account.       such SECURITY
                                     for at least
                                     three months
                                     prior to the
                                     recommendation
                                     or drafting of
                                     the research
                                     report.
---------------------------------------------------------------------------------------------------

CODE

[LOGO OMITTED] OF ETHICS 7

-------------------------------------------------------------------------------------------
TYPES OF EXEMPT SECURITIES         PRE-CLEARANCE     REPORTING     LIMITATIONS/COMMENTS
                                   REQUIRED?         REQUIRED?
-------------------------------------------------------------------------------------------
U.S. Government Securities         No                No
(including agency obligations)
-------------------------------------------------------------------------------------------
Investment-grade  rated            No                Yes
Securities issued by any State,
Commonwealth or territory of
the United States, or any
political subdivision or taxing
authority thereof
-------------------------------------------------------------------------------------------
Bank certificates of deposit or   No                No
time deposits
-------------------------------------------------------------------------------------------
Bankers' Acceptances.             No                No
-------------------------------------------------------------------------------------------
Investment grade debt             No                Yes         Ask the appropriate
instruments with a term of 13                                   product attorney in the
months or less, including                                       Legal Department for
commercial paper, fixed-rate                                    clarification if any
notes, repurchase agreements,                                   questions.
and municipal bonds.
-------------------------------------------------------------------------------------------
Shares in money market           No                 No
mutual funds or a fund that
appears on the exempt list.
-------------------------------------------------------------------------------------------
Shares in open-end investment    No                 No         See Prohibited Third-Party
companies not advised or sub-                                  Registered Investment
advised by the Firm.                                           Companies
-------------------------------------------------------------------------------------------
Shares of unit investment        No                 No
trusts that are invested
exclusively in mutual funds
not advised by the Firm.
-------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
Stock index futures, futures on  No               Yes
U.S. Government Securities,
Eurodollar futures contracts,
and non-financial commodities
------------------------------------------------------------------------------------------------
Municipal bonds traded in the    No               Yes                 No
market
------------------------------------------------------------------------------------------------
Trades in Non-Discretionary      No               Opening of the
Accounts which you, your                          account must be
spouse, your domestic                             reported, with
partner, or your                                  evidence that it is
significant other                                 non-
established.                                      discretionary. No
                                                  reporting of
                                                  trades required.
------------------------------------------------------------------------------------------------
SECURITIES purchased or sold     No               Yes
through an AUTO-TRADE
------------------------------------------------------------------------------------------------
Security purchases effected      No               Yes
upon the exercise of rights
issued by the issuer pro rata to
all holders of a class of its
securities, to the extent that
such rights were acquired from
such issuer, and sales of such
rights were so acquired.
------------------------------------------------------------------------------------------------
Interests in FIRM-sponsored      No               Yes                FIRM already must
limited partnerships or other                                        approve in order to invest,
FIRM-sponsored PRIVATE                                               which serves as pre-
PLACEMENTS.                                                          clearance.
------------------------------------------------------------------------------------------------
Securities acquired in           No, unless cash  Yes, securities
connection with the exercise of  is received in   received must be
an option.                       connection       reported.
                                 with exercise of
                                 the option
------------------------------------------------------------------------------------------------
Ownership Interests in Clipper   No               No
Holding, LP
------------------------------------------------------------------------------------------------
Rule 10b5-1 Plans                Prior approval   Yes
                                 required to
                                 enter plan.
                                 Transactions
                                 pursuant to an
                                 approved plan
                                 will not require
                                 pre-clearance.
------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------
Direct Purchase Plans               Prior approval      Yes
                                    required to
                                    enter plan.
                                    Transactions
                                    pursuant to an
                                    approved plan
                                    will not require
                                    pre-clearance.
----------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------
EXEMPT TRANSACTIONS                 PRE-CLEARANCE     REPORTING    LIMITATIONS/COMMENTS
                                    REQUIRED?         REQUIRED?
----------------------------------------------------------------------------------------
Transfers of interests in FIRM-     No                 No
sponsored PRIVATE PLACEMENTS
that are
       o  Estate planning
          transfers
       o  Court-ordered
          transfers
----------------------------------------------------------------------------------------
Purchases or sales of a            No                 No        Compliance with frequent
MetWest or TCW Fund in a                                        trading rules required.
FIRM Account                                                    Monitored by the FIRM.
----------------------------------------------------------------------------------------
Purchases or sales of a            No                 Yes       Compliance with frequent
MetWest or TCW Fund in a                                        trading rules required
non-FIRM Account
----------------------------------------------------------------------------------------
Transacting in Securities if the   Yes (if a limited  Yes
FIRM acts as an adviser or         offering)
distributor for the investment,
offered in:

o A hedge fund;

o Private Placement; or

o Other Limited Offerings

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

CODE

[LOGO OMITTED] OF ETHICS 10

EXEMPTIVE RELIEF

To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics. The ADMINISTRATOR OF THE CODE OF ETHICS will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the APPROVING OFFICERS. The APPROVING OFFICERS shall meet or otherwise exchange views (by email or otherwise) on an ad hoc basis upon written request by an ACCESS PERSON that states the basis for any requested approval or exemption. The APPROVING OFFICERS may, under appropriate circumstances, approve requests for an individual, a group or a class. The APPROVING OFFICERS have no obligation to grant any requested approval or exemption.

The APPROVING OFFICERS also may, under appropriate circumstances, grant exemption from ACCESS PERSON status to any person.

PERSONAL INVESTMENT REPORTING

TCW receives automated feeds from many major brokers ("LINKED BROKERS"). If your broker is not a LINKED BROKER, you must ensure that TCW receives duplicate broker statements. In addition, ACCESS PERSONS must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing COVERED ACCOUNTS. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a LINKED BROKER.

All reports are filed online through the internet at http://tcw.starcompliance.com.

If you will not be able to access the Internet to file a report on time, contact the ADMINISTRATOR OF THE CODE OF ETHICS prior to the filing due date.

CODE

[LOGO OMITTED] OF ETHICS 11

-----------------------------------------------------------------------------------------------
ACTIVITY                    COMMENTS                               EXCEPTIONS
-----------------------------------------------------------------------------------------------
   o  Upon becoming an    The ADMINISTRATOR OF THE CODE OF         You are not required to
      ACCESS PERSON       ETHICS can inform you if you             report or enter information
   o  Upon opening a      broker is a LINKED BROKER, and set       for:
      new COVERED         up your account for automated                o  Outside Fiduciary
      ACCOUNT while you   feed. If your broker is not a LINKED            Accounts
      are an ACCESS       BROKER, the Administrator of the
      PERSON              Code of Ethics can assist you with a         o  Accounts that
                          release letter ("407 letter") to allow          hold only third
                          TCW to receive duplicate                        party mutual
                          statements.                                     funds
-----------------------------------------------------------------------------------------------
   o  Upon closing, or    Update StarCompliance                     N/A
      making ANY change
      to, a COVERED
      ACCOUNT while you
      are an ACCESS
      PERSON
-----------------------------------------------------------------------------------------------

o SEPARATE ACCOUNTS. You must obtain pre-clearance from your group head and the APPROVING OFFICERS to open a personal separately managed account at the FIRM.

CODE

[LOGO OMITTED] OF ETHICS 12

-------------------------------------------------------------------------------------------------
CERTIFICATION                          WHEN DUE                      ADDITIONAL REQUIREMENTS
-------------------------------------------------------------------------------------------------
Initial Holdings Report                Within 10 days after          Include all securities except
                                       becoming an ACCESS            Exempt Securities
                                       PERSON
                                                                     Include all COVERED
                                                                     ACCOUNTS. Holdings must
                                                                     be current no earlier than
                                                                     45 days before you became
                                                                     an Access Person
-------------------------------------------------------------------------------------------------
Quarterly Certificate of Compliance    By each January 10, April     Must be filed even if there
                                       10, July 10 and October 10    were no transactions
                                                                     during the period.
-------------------------------------------------------------------------------------------------
Annual Holdings Report                 By January 31 of each year    Same as Initial report,
                                                                     except that holdings must
                                                                     be current as of December
                                                                     31 of the prior year.
-------------------------------------------------------------------------------------------------
Annual Certificate of Compliance        By January 31 of each year
-------------------------------------------------------------------------------------------------
Report on Outside Activities            4th quarter of each year
(Includes
Directorships/Officerships/Creditor
Committees/Board Observation
Rights)
-------------------------------------------------------------------------------------------------

CODE

[LOGO OMITTED] OF ETHICS 13

POLICY STATEMENT ON INSIDER TRADING

Members of the FIRM occasionally come into possession of material, non-public information or "INSIDE INFORMATION". Various laws, court decisions, and general ethical standards impose duties with respect to the use of this INSIDE INFORMATION.

The SEC rules provide that any purchase or sale of a security while "having awareness" of INSIDE INFORMATION is illegal regardless of whether the information was a motivating factor in making a trade.

Courts may attribute one employee's knowledge of INSIDE INFORMATION to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular SECURITY in the normal course of business, FIRM personnel other than those with actual knowledge of inside information could inadvertently subject the FIRM to liability.

The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term "Ethical Walls").

See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.

TCW POLICY ON INSIDER TRADING

TRADING PROHIBITION

o No ACCESS PERSON of the FIRM, either for themselves or on behalf of clients or others, may buy or sell a SECURITY (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a company's securities) while in possession of material, non-public information about the company (except in limited circumstances discussed below).

o This applies in the case of both publicly traded and private companies.

o This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of INSIDE INFORMATION regarding that company.

If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the product attorney in the Legal Department, the General Counsel, or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted.

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[LOGO OMITTED] OF ETHICS 14

COMMUNICATION PROHIBITION

No ACCESS PERSON may communicate material, non-public information to others who have no official need to know. This is known as "tipping," which also is a violation of the insider trading laws, even if you as the "tipper" did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm.

Remember that TCW FUNDS and TSI are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firm's policies is illegal.

The prohibition on sharing material, non-public information extends to affiliates such as the Carlyle entities.

WHAT IS MATERIAL INFORMATION?

Information (whether positive or negative) is material:

o When a reasonable investor would consider it important in making an investment decision or

o When it could reasonably be expected to have an effect on the price of a company's securities.

Some examples of MATERIAL INFORMATION are:

o Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes,

o Projections, major capital investment plans,

o Significant merger, tender offers, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements,

o New product releases or schedule changes,

o Significant accounting changes, credit rating changes, write-offs or charges,

o Major technological discoveries, breakthroughs or failures,

o Major contract awards or cancellations,

o Governmental investigations, major litigation or disposition of litigation, or

o Extraordinary management developments or changes.

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[LOGO OMITTED] OF ETHICS 15

Because no clear or "bright line" definition of what is material exists, assessments sometimes require a fact-specific inquiry. If you have questions about whether information is material, direct the questions to your product attorney, the General Counsel or the Chief Compliance Officer.

WHAT IS NON-PUBLIC INFORMATION?

Non-public information is information that:

o Has not been disseminated broadly to investors in the marketplace;

o Has not become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones "tape," a press release, Bloomberg, release by Standard & Poor' s or Reuters, or publication in the Wall Street Journal or other generally circulated publication.

EXAMPLES OF HOW TCW PERSONNEL COULD OBTAIN INSIDE INFORMATION AND WHAT YOU SHOULD DO IN THESE CASES

Examples of how a person could come into possession of INSIDE INFORMATION include:

BOARD OF DIRECTORS' SEATS OR OBSERVATION RIGHTS

o Most public companies have restrictions on trading by Board members except during trading window periods.

o Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Report on Outside Directorships and Officerships that is posted on the myTCW intranet and submit it to the Administrator of the Code of Ethics who will coordinate the approval process.

o If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate ETHICAL WALL and/or restricted securities listing can be made. See "Outside Activities Service as a Director".

Portfolio Managers:

o Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or

o Having an intent to control or work with others to attempt to influence or control a company

should be mindful of:

o SEC filing obligations under Section 16 of the EXCHANGE ACT

o "Short swing profits " restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period.

The product attorney should be consulted in these situations, and outside counsel should be involved as necessary.

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[LOGO OMITTED] OF ETHICS 16

DEAL-SPECIFIC INFORMATION

Employees may receive INSIDE INFORMATION for legitimate purposes such as:

o In the context of a direct investment, secondary transaction or participation in a transaction for a client account

o In the context of forming a confidential relationship

o Receiving "private" information through on-line services such as Intralinks.

This "deal-specific information" may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:

o mezzanine financings,

o loan participations, bank debt financings,

o venture capital financing,

o purchases of distressed securities,

o oil and gas investments and

o purchases of substantial blocks of stock from insiders.

It should be assumed that INSIDE INFORMATION is transmitted whenever:

o A confidentiality agreement is entered into;

o An oral agreement is made or an expectation exists that you will maintain the information as confidential; or

o There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship.

There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the FIRM to trade in those securities.

If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the product attorney in the Legal Department for your area, who then will implement the appropriate ETHICAL WALL and trading procedures.

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[LOGO OMITTED] OF ETHICS 17

PARTICIPATION IN RAPID FIRE CAPITAL INFUSIONS

OVERVIEW

From time to time, public companies may seek rapid-fire capital infusions of capital from institutional investors. In the past, these have involved investment banks contacting potential investors, often over the weekends, on a pre-announcement basis.

WHAT SHOULD YOU DO?

If you work with marketable security strategies and you receive a call to participate in an offering before it is publicly announced, please contact the LEGAL DEPARTMENT, GENERAL COUNSEL or CHIEF COMPLIANCE OFFICER. DO NOT ask the name of the company that is the subject of the financing or agree to any confidentiality or standstill agreements. Otherwise, you may restrict trading in your and other portfolios and the FIRM. Your email should include the contact information for the person who contacted you.

WHAT ARE THE RAMIFICATIONS FOR PARTICIPATING IN A RAPID FIRE CAPITAL INFUSION?

Historically, the FIRM'S marketable securities strategies have not received material non-public information and have relied solely on public information. Some of the ramifications of your participating in a rapid fire capital infusion are:

o Your accounts will be restricted for the company in question as soon as you learn about the name of the company, even if you decide not to participate. There is no ability to preview the names because just knowing about the potential transaction is in itself material non-public information.

o A restriction in a name could last for a period of time and that period cannot be predicted in advance. In many cases, it may be a fairly short period (a week or so).

o You will need to be available or designate someone in your portfolio management group to be fully available at night and possibly over the weekend to consider the transaction(s).

If your group decides to participate in the offering, the LEGAL DEPARTMENT will work with your group to implement appropriate Ethical Wall procedures with the goal of ensuring that others at the FIRM who do not have the information will not be frozen in their trading securities of the issuer. The shares of the company at issue will be restricted in accounts managed by your group and possibly others at the FIRM until after the terms of the financing (or other material non-public information) are publicly announced.

CREDITORS' COMMITTEES

Members of the FIRM may be asked to participate on a Creditors' Committee which is given access to INSIDE INFORMATION. Since this could affect the FIRM'S ability to trade in SECURITIES in the company, before agreeing to sit on any official Creditors' Committee, contact the Administrator

CODE

[LOGO OMITTED] OF ETHICS 18

of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate ETHICAL WALL can be established and/or restricted securities listings can be made.

If you sit on an informal Creditors' Committee, consult with the product attorney to confirm whether the committee could receive material non-public information from an issuer that would impose restrictions or the need for an ETHICAL WALL.

INFORMATION ABOUT TCW PRODUCTS

Persons involved with the management of the FIRM'S limited partnerships, trusts, and mutual funds could come into possession of INSIDE INFORMATION about those funds that is not generally known to their investors or the public. The following could be considered inside information:

o Plans with respect to dividends, closing down a fund or changes in portfolio management personnel

o Buying or selling securities in a FIRM product with knowledge of an imminent change in dividends or

o A large-scale buying or selling program or a sudden shift in allocation that was not generally known

Disclosing holdings of the TCW FUNDS or TSI on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The FIRM currently discloses holdings of the TCW FUNDS or TSI on a monthly basis beginning on the 15th calendar day following the end of that month (or, if not a business day, the next business day thereafter). Disclosure of these funds' holdings at other times requires special confidentiality procedures and must be pre-cleared with the product attorney See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure.

In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel. The Legal Department should notify the Administrator of the Code of Ethics of this type of INSIDE INFORMATION so that appropriate restrictions can be put in place.

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[LOGO OMITTED] OF ETHICS 19

CONTACTS WITH PUBLIC COMPANIES

Contacts with public companies are an important part of the FIRM'S research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the FIRM must make a judgment regarding its further trading conduct.

If an issue arises in this area, a research analyst's notes could become subject to scrutiny. Research analyst's notes have become increasingly the target of plaintiffs' attorneys in securities class actions.

The SEC has declared publicly that they will take strict action against what they see as "selective disclosures" by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain INSIDE INFORMATION and become restricted or not receive such information.

If an analyst or portfolio manager receives what he or she believes is INSIDE INFORMATION and if you feel you received it in violation of a corporate insider's fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with your product attorney in the Legal Department, the General Counsel or the Chief Compliance Officer.

WHAT IS THE EFFECT OF RECEIVING INSIDE INFORMATION?

Any person actually receiving INSIDE INFORMATION is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of INSIDE INFORMATION by an employee, the Firm generally will:

o Establish an ETHICAL WALL around the individual or a select group or department, and/or place a "firm wide restriction" on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the FIRM, whether for a client or personal account unless there is specific approval from the Compliance or Legal Departments.

In connection with the ETHICAL WALL protocol, those persons falling within the ETHICAL WALL would be subject to the trading prohibition and, except for need-to-know communications to others within the ETHICAL WALL, the communication prohibition discussed above. The breadth of the ETHICAL WALL and the persons included within it will be determined on a case-by-case basis. In these circumstances, the ETHICAL WALL procedures are designed to "isolate" the INSIDE INFORMATION and restrict access to it to an individual or select group to allow the remainder of the FIRM not to be affected by it.

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[LOGO OMITTED] OF ETHICS 20

In any case where an ETHICAL WALL is imposed, the ETHICAL WALL procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these ETHICAL WALL procedures in every instance.

DOES TCW MONITOR TRADING ACTIVITIES?

Yes, the Compliance Department and Investment Control monitor through one or more of the following:

o Conducts reviews of trading in public securities listed on the RESTRICTED SECURITIES LIST.

o Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades

o Conducts monitoring of the ETHICAL WALLS.

o Reviews personal securities trading to identify insider trading, other violations of the law or violations of the FIRM'S policies.

o Reviews securities holding and transaction reports as required by SEC rules and regulations.

PENALTIES AND ENFORCEMENT BY SEC AND PRIVATE LITIGANTS

Insider trading violations subject both the FIRM and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the FIRM. Violations constitute grounds for disciplinary sanctions, including dismissal.

The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. These could include:

o Paying three times the amount of all profits made (or losses avoided),

o Fines of up to $1 million,

o Jail up to 10 years, and

o Civil lawsuits by shareholders of the company in question.

The regulators, the market and the FIRM view violations seriously.

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[LOGO OMITTED] OF ETHICS 21

------------------------------------------------------------------------------------------------------------------
TOPIC                                                      YOU SHOULD CONTACT:*
------------------------------------------------------------------------------------------------------------------
If you have a question about:                              The product attorney, General Counsel or Chief
                                                           Compliance Officer.
o  The Insider Trading Policy in general

o  Whether information is "material" or "non-public"

o  Whether you have received material non-public
   information about a public company

o  Obtaining deal-specific information (pre-clearance is
   required)

o  Sitting on a Creditors' Committee (preapproval
   is required)

o  Need to have an ETHICAl WALL established

o  Terminating an ETHICAL WALL

o  Section 13/16 issues

o  Who is "within" or "outside" an ETHICAL WALL

------------------------------------------------------------------------------------------------------------------
If you have a question about whether you have received       Department Head for product area or for mutual
INSIDE INFORMATION on a FIRM commingled fund (e.g.           funds or such group's product attorney (who will
partnerships, trusts, mutual funds)                          coordinate as necessary with the Administrator of
                                                             the Code of Ethics
------------------------------------------------------------------------------------------------------------------

If you:                                                      Administrator of the Code of Ethics

o  Wish to take a Board of Directors seat, serve as an
   alternate on a Board or sit on a Creditors Committee
   (PRE-APPROVAL IS REQUIRED)

o  Have questions about the securities listed on the
   RESTRICTED SECURITIES LIST

o  Want permission to buy or sell a security listed on
   the RESTRICTED SECURITIES LIST
------------------------------------------------------------------------------------------------------------------
In the event of inadvertent or non-intentional disclosure    Product attorney or General Counsel who will notify
of mutual non-public information                             the Chief Compliance Officer because the FIRM
                                                             may be required to make prompt disclosure.
------------------------------------------------------------------------------------------------------------------

* References in this Policy to the General Counsel and Chief Compliance Officer include persons who they have authorized in their respective departments to handle matters under this Policy.

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[LOGO OMITTED] OF ETHICS 22

ETHICAL WALL PROCEDURES

The SEC has long recognized that procedures designed to isolate INSIDE INFORMATION to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such INSIDE INFORMATION to an entire company. These types of procedures are known as ETHICAL WALL procedures. In those situations where the FIRM believes INSIDE INFORMATION can be isolated, the following ETHICAL WALL procedures would apply. These ETHICAL WALL procedures are designed to "quarantine" or "isolate" the individuals or select group of persons with the INSIDE INFORMATION within the ETHICAL WALL.

IDENTIFICATION OF THE WALLED-IN INDIVIDUAL OR GROUP

The persons subject to the ETHICAL WALL will be identified by name or group designation. If the ETHICAL WALL procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the ETHICAL WALL likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors' Committee, serving on a Board in a capacity related to the FIRM'S investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the ETHICAL WALL is fact-specific and must be made by the product attorney, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important.

ISOLATION OF INFORMATION

Fundamental to the concept of an ETHICAL WALL is that the INSIDE INFORMATION be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.

RESTRICTIONS ON COMMUNICATIONS

Communications regarding the INSIDE INFORMATION of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the product attorney in the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.

If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the FIRM outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the product attorney, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as "inside the wall" and will be subject to all ETHICAL WALL restrictions in this policy.

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RESTRICTIONS ON ACCESS TO INFORMATION

The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.

TRADING ACTIVITIES BY PERSONS WITHIN THE WALL

Persons within the ETHICAL WALL are prohibited from buying or selling securities in the subject company, whether on behalf of the FIRM or clients or in personal transactions EXCEPT:

o Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given (NOTE that if the transaction is a secondary trade (vs. a direct company issuance), the product attorney should be consulted to determine any disclosure obligations to the counterparty, and

o In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client.

TERMINATION OF ETHICAL WALL PROCEDURES

When the information that is the subject of the ETHICAL WALL has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the ETHICAL WALL established must notify the Legal Department as to whether the ETHICAL WALL can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.

Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors' Committee) would be subject ordinarily to the ETHICAL WALL procedures on a continuing basis and may be permitted to trade only during certain "window periods" when the company permits such "access" persons to trade.

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CERTAIN OPERATIONAL PROCEDURES

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to FIRM employees and enforcement thereof by the FIRM.

MAINTENANCE OF RESTRICTED LIST

The RESTRICTED SECURITIES LIST is updated as needed by the Administrator of the Code of Ethics, who distributes it as necessary. In some cases, the list may note a partial restriction (e.g. restricted as to purchase, restricted as to sale, or restricted as to a particular group or person). The Administrator of the Code of Ethics updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated RESTRICTED SECURITIES LIST is available to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.

The RESTRICTED SECURITIES LIST restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the RESTRICTED SECURITIES LIST 2should not be considered the complete list -- the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

THE RESTRICTED SECURITIES LIST MUST BE CHECKED BEFORE EACH TRADE. IF AN ORDER IS NOT COMPLETED ON ONE DAY, THEN THE OPEN ORDER SHOULD BE CHECKED AGAINST THE RESTRICTED SECURITIES LIST EVERY DAY IT IS OPEN BEYOND THE APPROVED PERIOD THAT WAS GIVEN (E.G., THE WAIVER YOU RECEIVED WAS FOR A SPECIFIC PERIOD, SUCH AS ONE DAY).

The RESTRICTED SECURITIES LIST includes securities for foreign and domestic public reporting companies where FIRM personnel (i) serve as directors, board observers, officers, or members of official creditors' committee (ii) have material, non-public information or (iii) have an agreement or arrangement to maintain information as confidential.

EXEMPTIONS

Once an issuer is placed on the RESTRICTED SECURITIES LIST, any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics (or another member of the Compliance Department who will consult with, as appropriate, an attorney in the Legal Department, General Counsel, or Chief Compliance Officer). In certain circumstances where a group continuously receives material non-public information as part of its strategy, a global ETHICAL WALL will be imposed on the department in lieu of placing all of the issuers for which it has information on the RESTRICTED SECURITIES LIST.

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ANTI-CORRUPTION POLICY

STATEMENT OF PURPOSE

TCW (the "FIRM") is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.S. Travel Act (the "TRAVEL ACT"), the U.K. Bribery Act of 2010 (the "BRIBERY ACT") and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the "OECD CONVENTION"). The purpose of this Anti-Corruption Policy (the "POLICY") is to ensure compliance with all applicable anti-corruption laws and rules.

Of course, no policy can anticipate every possible situation that might arise. As such, FIRM PERSONNEL (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor/FIRM contact or the Legal or Compliance Departments. When in doubt, Firm Personnel should seek guidance.

SCOPE

This POLICY is mandatory and applies to all directors, officers and employees of the FIRM and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located (collectively referred to as "FIRM PERSONNEL"). Violations of this POLICY may result in disciplinary action, up to and including termination of employment and referral to regulatory and criminal authorities.

PROHIBITED CONDUCT

FIRM PERSONNEL shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement ("GIFT") for the benefit of any person, including a FOREIGN OFFICIAL OR DOMESTIC OFFICIAL, with the intent that the recipient misuse his/her position to aid the FIRM in obtaining, retaining, or directing business.

"FOREIGN OFFICIAL" includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing. Because U.S. regulators have a very broad view of what constitutes a "FOREIGN OFFICIAL," FIRM PERSONNEL should err on the side of caution by treating counter-parties as FOREIGN OFFICIALS when in doubt.

"DOMESTIC OFFICIAL" means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing.

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For purposes of this POLICY, FOREIGN OFFICIAL and DOMESTIC OFFICIAL also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.

All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses. Personal funds (your own or a third party's) must not be used to accomplish what is otherwise prohibited by this POLICY.

FIRM PERSONNEL are also prohibited from requesting, agreeing to accept, or accepting GIFTS from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.

PERMITTED CONDUCT

FIRM PERSONNEL may provide reasonable GIFTS and ENTERTAINMENT for the bona fide purpose of promoting, demonstrating, or explaining FIRM services, including fostering strong client relationships.

You should always notify your supervisor or group or department head before, or after, providing or accepting any Gifts or Entertainment, even if no other approval is required. As discussed below, FIRM PERSONNEL may also be required to obtain approval when giving or receiving certain GIFTS and ENTERTAINMENT. Unless otherwise specified below, if approvals are required, you must submit your request for approval to the Administrator of the Code of Ethics. FIRM PERSONNEL must always obtain prior written approval from the Administrator of the Code of Ethics for any GIFTS or ENTERTAINMENT provided to a FOREIGN OFFICIAL OR DOMESTIC OFFICIAL. The Administrator of the Code of Ethics shall elevate the request in the event of high risk or higher value gifts, or as otherwise necessary or appropriate.

GIFTS

A "GIFT" is anything of value given or received without paying its reasonable fair value (E.G. merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses where FIRM PERSONNEL are not present as attendees). ENTERTAINMENT (as defined below) is not a GIFT.

o A GIFT must only be provided as a courtesy or token of regard or esteem ("TOKEN GIFT").

o Any TOKEN GIFTS should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment.

o GIFTS of cash or cash equivalents are prohibited.

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You may not give or accept a GIFT if you know, or have reason to know, that it is not permitted under the applicable laws.

ENTERTAINMENT OR SIMILAR EXPENDITURES

"ENTERTAINMENT" generally means the attendance by you and your hosts or guests at a meal, sporting event, theater production, or comparable event and also might include travel to, or accommodation expenses at, a conference or an out-of-town event.

o Business ENTERTAINMENT (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive (E.G., 3 days of golf for a 1-day seminar is excessive and not reasonable).

o You may never pay or accept payment of ENTERTAINMENT or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws.

FIRM PERSONNEL are required to follow the approval process set forth below to obtain the requisite approvals, if any, before giving or receiving GIFTS or ENTERTAINMENT.

GIFTS, ENTERTAINMENT, PAYMENTS & PREFERENTIAL TREATMENT

GIFTS or ENTERTAINMENT may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients' independent business judgment. Therefore, the POLICY establishes reasonable limits and procedures relating to giving and receiving GIFTS and ENTERTAINMENT.

If approval is required, FIRM PERSONNEL should complete the Request Form for Approval for Gift/Entertainment (unless another form is listed), submit the form to the Administrator of the Code of Ethics, and wait for a decision BEFORE taking any action. The Administrator of the Code of Ethics shall review the submission with your supervisor or department and the APPROVING OFFICERS, as appropriate. The Request Forms are attached to this POLICY and also available on the Firm's intranet under the Policies and Procedures tab under the Forms hyperlink. If you have any doubt about whether a GIFT or ENTERTAINMENT requires approval, you should err on the side of caution and seek approval.

---------------------------------------------------------------------------------------------------
TYPE OF GIFT TO BE GIVEN                             APPROVAL REQUIRED
---------------------------------------------------------------------------------------------------
Cash Gifts (including gift cards)                    Prohibited
---------------------------------------------------------------------------------------------------
TOKEN GIFTS (E.G. bottles of wine, fruit baskets,    No Approval Required
books) under $100 (unless given to a FOREIGN
OFFICIAL OR DOMESTIC OFFICIAL)
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
GIFTS in excess of $100 that seem appropriate         Pre-Approval Required
under the circumstances
---------------------------------------------------------------------------------------------------
Personal CHARITABLE GIFTS given where the             Pre-Approval Required
recipient has a known business relationship
with or a connection to a client of the FIRM
---------------------------------------------------------------------------------------------------
GIFTS to Foreign Officials or Domestic Officials      Pre-Approval Required
(regardless of value)
---------------------------------------------------------------------------------------------------
CHARITABLE GIFTS given on behalf of the FIRM          Pre-Approval Required.    The Charitable
                                                      Contribution request form must be completed
                                                      before making the GIFT.
---------------------------------------------------------------------------------------------------
GIFTS by TCW Funds Distributors (formerly,            No Approval Required, But Each Individual
TCW Brokerage Services), a limited-purpose            Must Maintain Their  Own Log On
broker-dealer ("TFD") Registered Persons              StarCompliance Showing:
aggregating less than $100 per year
                                                          o   Name of recipient(s)

                                                          o   Date of GIFT(s)

                                                          o   Value of GIFT(s)

                                                      A log is not required to record gifts of de
                                                      minimis value (e.g. pens, notepads or modest
                                                      desk ornaments) or promotional items of
                                                      nominal value that display the firm's logo (e.g.
                                                      umbrellas, tote bags or shirts) that are
                                                      substantially below the $100 limit. However,
                                                      all other gifts MUST be logged. If you are in
                                                      doubt if something meets the "de minimis"
                                                      standard, then the gift should be logged.
---------------------------------------------------------------------------------------------------
GIFTS by TFD Registered Persons aggregating          Pre-Approval Required, AND   Must Maintain
more than $100 per year that DO NOT relate to        Log Showing:
the business of the recipient's employer.
Examples of gifts not relating to the business           o   Name of recipient(s)
of the recipient's employer include personal
gifts (not paid for by TCW) where there is a             o   Date of GIFT(s)
pre-existing personal or family relationship
between you and the recipient.                           o   Value of GIFT(s)
---------------------------------------------------------------------------------------------------
GIFTS by TFD Registered Persons aggregating          Prohibited
more than $100 per year that DO relate to the
business of the recipient's employer

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

---------------------------------------------------------------------------------------------------
GIFTS to Unions or Union Officers                  Pre-Approval Required. The Request Form for
                                                   Approval for Gift/Entertainment must be
                                                   completed before making the gift. In addition,
                                                   an LM-10 Information Report is required to be
                                                   completed, approved by an officer and
                                                   submitted to Corporate Finance for each
                                                   occurrence.
---------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------
AMOUNT                                                            APPROVAL REQUIRED
-----------------------------------------------------------------------------------------
$250 or less per person and $2,500 or less in aggregate per       No Approval Required
event
-----------------------------------------------------------------------------------------
Greater than $250 per person or $2,500 or more in aggregate       Pre-Approval Required
per event
-----------------------------------------------------------------------------------------
Attendance and participation at industry sponsored events (for    No Approval Required
example, purchasing a table at an industry conference)
-----------------------------------------------------------------------------------------
If provided to a FOREIGN OFFICIAL OR DOMESTIC OFFICIAL            Pre-Approval Required
(regardless of value)
-----------------------------------------------------------------------------------------

Note that for public pension plans, and in some cases other clients, GIFTS or ENTERTAINMENT may have to be disclosed by the FIRM in response to client questionnaires and may reflect unfavorably on the FIRM in obtaining business. Receipt of GIFTS may even lead to disqualification. Therefore, discretion and restraint is advised.

GIFTS AND ENTERTAINMENT RECEIVED BY FIRM PERSONNEL

You should not accept GIFTS that are of excessive value (generally, $100 or more) or inappropriate under the circumstances.

If a GIFT has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the GIFT, (ii) give the GIFT to the Administrator of the Code of Ethics who will return it to the person giving the GIFT (you may include a cover note), or (iii) if returning the GIFT could affect friendly relations between a third party and the FIRM, give it to the Administrator of the Code of Ethics, which will donate it to charity. Firm Personnel are required to report any gift that they receive worth more than $100 to the Administrator of the Code of Ethics.

If the host of an event is personally present at the event, the event will be considered ENTERTAINMENT; otherwise, it will be considered a GIFT. You should not accept any invitation for ENTERTAINMENT that is excessive or inappropriate under the circumstances. There may be some

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circumstances where it is difficult to reject an invitation or provision of hospitality or ENTERTAINMENT. Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the FIRM, use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics. The Administrator of the Code of Ethics shall review such situation with your supervisor or department head and the APPROVING OFFICERS, as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the ENTERTAINMENT or hospitality. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.

In light of the nature of GIFT-giving and the impromptu nature of some ENTERTAINMENT, approval for FIRM PERSONNEL accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting GIFTS or ENTERTAINMENT.

--------------------------------------------------------------------------------
TYPE OF GIFT/ENTERTAINMENT RECEIVED                  APPROVAL REQUIRED
--------------------------------------------------------------------------------
Cash GIFTS                                           Prohibited
--------------------------------------------------------------------------------
Solicitation by FIRM PERSONNEL of GIFTS from         Prohibited
clients, suppliers, brokers, business partners,
or potential business partners
--------------------------------------------------------------------------------
Appropriate GIFTS with value of $100 or less*        No Approval Required
--------------------------------------------------------------------------------
Ticket(s) to attend an industry conference or        No Approval Required
seminar paid by a vendor or other third party
(note that payment of airfare,
accommodations, meals and other expenses
paid by such vendor or third party would still
require approval, unless exempted per the
Speaker Exemption below)
--------------------------------------------------------------------------------
GIFTS believed to have a value in excess of          Approval Required
$100, that seem appropriate under the
circumstances*
--------------------------------------------------------------------------------
GIFTS given to a wide group of recipients (E.G.      No Approval Required
closing dinner GIFTS, holiday GIFTS)*
--------------------------------------------------------------------------------
GIFTS received from the same donor more              Approval Required
than twice in a calendar year*
--------------------------------------------------------------------------------
ENTERTAINMENT on a personal basis, involving         Approval Required
a small group of people, more than twice in
one calendar year
--------------------------------------------------------------------------------


                CODE
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--------------------------------------------------------------------------------
ENTERTAINMENT over $250 per event*                 Approval Required
--------------------------------------------------------------------------------
Out-of-town accommodations and airfare for         No Approval Required
business conference or other industry event
paid by sponsor as speaker expenses, or on
the same basis as other attendees (the
"SPEAKER EXEMPTION")
--------------------------------------------------------------------------------
Other out-of-town travel expenses, other than      Approval Required
on a business trip or industry conference
that is customary and usual for business
purposes
--------------------------------------------------------------------------------

*FOR INVESTMENT PERSONNEL ONLY:

o All GIFTS and ENTERTAINMENT, of any value, received from broker/dealers must be reported in StarCompliance.

o All GIFTS received from broker/dealers with a value in excess of $100/person are prohibited and should be returned to the broker/dealer or turned over to Compliance for appropriate disposition.

o If an INVESTMENT PERSONNEL is granted approval to accept entertainment with a value in excess of $250 per event from a broker/dealer, that person must personally pay the amount in excess of $250 and must maintain records indicating such payment.

POLITICAL CONTRIBUTIONS

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the FIRM in obtaining or retaining business. See the CODE OF ETHICS for further information on the FIRM'S policies related to political contributions and activities.

FACILITATING PAYMENTS ARE PROHIBITED

The FCPA permits small payments to low-level FOREIGN OFFICIALS (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action (E.G., processing governmental papers, providing police protection, and providing mail service) under limited circumstances ("FACILITATING PAYMENTS"). Nevertheless, because such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this POLICY prohibits FIRM

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PERSONNEL from making such payments, regardless of whether such payments would be permissible under the FCPA.

HEALTH OR SAFETY EXCEPTION

FACILITATING PAYMENTS are permitted in rare circumstances when the health or safety of FIRM PERSONNEL (or anyone else) is at risk. If a payment is made pursuant to this limited exception, FIRM PERSONNEL must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the individual(s) is no longer at risk. The payment must also be accurately recorded in the Firm's books and records.

THIRD PARTY REPRESENTATIVES

Under the FCPA and other anti-bribery laws, the FIRM may be held responsible for the misconduct of its agents, representatives, business partners, consultants, contractors or any other third party engaged to act on the Firm's behalf (collectively "THIRD PARTY REPRESENTATIVES"). As such, prior to entering into an agreement with any THIRD PARTY REPRESENTATIVE regarding business outside the United States, the FIRM shall perform anti-corruption related due diligence and obtain from the THIRD PARTY REPRESENTATIVE appropriate assurances of compliance in accordance with this POLICY. The Legal Department is required to approve all engagements with Third Party Representatives. To facilitate the due diligence process, FIRM PERSONNEL should refer to the Standard Operating Procedure for Conducting Anti-Corruption Due Diligence and Third-Party Screening (see Appendix A). In addition to initial screening, all THIRD PARTY REPRESENTATIVES will be subject to periodic supplemental screening procedures under the Firm's Standard Operating Procedure for Conducting Anti-Corruption Due Diligence and Third-Party Screening.

Furthermore, FIRM PERSONNEL should be alert to the activities of any THIRD PARTY REPRESENTATIVE with whom they interact and promptly report any suspicious activity to the GENERAL COUNSEL. Firm Personnel should be especially alert to THIRD PARTY REPRESENTATIVES who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern).

RED FLAG REPORTING

FIRM PERSONNEL are required to promptly report to the GENERAL COUNSEL any situations that raise anti-corruption compliance RED FLAGS. All FIRM PERSONNEL are expected to be alert to any RED FLAGS or other situations that may indicate any compliance issues. The existence of a RED FLAG requires additional diligence to address potential problems before a transaction may go forward. RED FLAGS include (but are not limited to):

o A request for reimbursement of extraordinary, poorly documented, or last minute expenses;

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o A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty;

o A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency;

o An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business;

o A refusal by a party to certify that it will comply with the requirements and prohibitions of this POLICY, applicable anti-corruption laws and rules;

o A refusal, if asked, to disclose owners, partners, or principals;

o Use of shell or holding companies that obscure an entity's ownership without credible explanation;

o As measured by local customs or standards, or under circumstances particular to the party's environment, the party's business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm;

o The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the FIRM needs; and

o In the case of engaging a Third Party Representative, the potential Third Party Representative:

o has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the FIRM;

o is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the FIRM;

o displays ignorance of or indifference to local laws and regulations;

o is unable to provide appropriate business references;

o lacks transparency in expenses and accounting records;

o is the subject of credible rumors or media reports of inappropriate payments; or

o requests payment that is disproportionate to the services provided.

MANDATORY REPORTING

FIRM PERSONNEL and THIRD PARTY REPRESENTATIVES are required to promptly report to the GENERAL COUNSEL or CHIEF COMPLIANCE OFFICER any instance in which they believe that they, or any other FIRM PERSONNEL or THIRD PARTY REPRESENTATIVE may have violated this POLICY. All suspected violations of this POLICY, including minor violations, should be reported. For example, a failure to obtain pre-approval before giving GIFTS in excess of $100 should be reported. In addition, FIRM PERSONNEL and THIRD PARTY REPRESENTATIVES must alert the GENERAL COUNSEL or CHIEF COMPLIANCE OFFICER if anyone solicits improper GIFTS, payments or other inducements from them, including any request made by a FOREIGN OFFICIAL or DOMESTIC OFFICIAL for a payment that would be prohibited under this POLICY or any other actions taken to induce such a payment.

FIRM PERSONNEL may also report suspected violations of this POLICY as specified in the FIRM'S Whistleblower Policy.

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NON-RETALIATION

The FIRM has a WHISTLEBLOWER POLICY, located in the CODE OF ETHICS, which includes, among other items, non-retaliation for persons reporting on activity that is illegal or does not comply with the Firm's policies and procedures. Please reference the WHISTLEBLOWER POLICY for more information.

BOOKS AND RECORDS

The FIRM is required to maintain books and records that accurately reflect the FIRM'S transactions, use of Firm assets, and other similar information. The FIRM is also required to maintain the internal accounting controls necessary to maintain proper control over the FIRM'S actions, particularly with respect to the disposition of corporate assets. In particular, FIRM Personnel must timely, accurately and fully complete all applicable reports and records. When dealing with FOREIGN OFFICIALS, DOMESTIC OFFICIALS, current or prospective customers, suppliers, counterparties, or THIRD PARTY REPRESENTATIVES (each a "COVERED RECIPIENT") or international transactions, FIRM PERSONNEL must obtain all required approvals from the FIRM, and when appropriate, from foreign governmental entities. All payments to a COVERED RECIPIENT must be reported as such. The FIRM should not create any undisclosed or unrecorded accounts for any purpose. False or artificial entries are not to be made in the books and records of the FIRM for any reason.

Transactions should be recorded in conformity with accepted accounting standards designed to prevent off-the-books transactions such as bribes. All accounting records, expenditures, expense reports, invoices, vouchers, gifts, and business entertainment should be accurately and reliably reported and recorded. Any and all payments by or on behalf of the FIRM may only be made on the basis of appropriate supporting documentation and only for the purpose specified in the documentation. In addition, no payments to any third-party shall be made in cash other than documented petty cash disbursements and no corporate checks shall be written to "cash," "bearer," or third-party designees of the party entitled to payment.

OUTSIDE BUSINESS ACTIVITIES

GENERAL

The FIRM discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:

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[LOGO OMITTED] OF ETHICS 35

o interferes, competes, or conflicts with the interests of the FIRM or gives an appearance of a conflict of interest.

o Employment in the securities brokerage industry is prohibited.

o Employees must abstain from negotiating, approving, or voting on any transaction between the FIRM and any outside organization with which they are affiliated, except in the ordinary course of providing services for the FIRM and on a fully disclosed basis.

o encroaches on normal working time or otherwise impairs performance,

o implies FIRM sponsorship or support of an outside organization, or

o adversely reflects directly or indirectly on the FIRM.

A conflict of interest may arise if an employee is engaged in an outside business activity ("OBA") or receives any compensation for outside services that may be inconsistent with the FIRM'S business interests. Examples of OBAs may include, but are not limited to, the following:

o Outside employment

o Serving as an officer or on the Board of any non-affiliated company or institution

o Accepting appointment as a fiduciary, including executor, trustee, guardian, conservator or general partner

o Honorariums, public speaking appearances or instruction courses at educational institutions

o SERVING AS AN OFFICER OR ON THE BOARD OF ANY NON-INVESTMENT RELATED ORGANIZATIONS that are exclusively charitable, fraternal, religious, civic and are recognized as tax exempt

OBTAINING APPROVAL/REPORTING

All employees are required to obtain pre-approval before engaging in any OBA by completing the OUTSIDE BUSINESS ACTIVITY FORM and sending the completed form to the ADMINISTRATOR OF THE CODE OF ETHICS. The ADMINISTRATOR OF THE CODE OF ETHICS will then coordinate the approval and reporting process.

In addition, all employees are required to complete the initial OUTSIDE BUSINESS ACTIVITY FORM upon their hire, provide an updated form to Compliance upon material changes to the activity or role involved, file a new OUTSIDE BUSINESS ACTIVITY FORM prior to the commencement of any new Outside Business Activity, and complete the REPORT ON OUTSIDE BUSINESS ACTIVITY annually.

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POLITICAL ACTIVITIES & CONTRIBUTIONS

INTRODUCTION

In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the FIRM has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy applies to the FIRM and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the FIRM. Failure to comply with these rules could result in civil or criminal penalties for the FIRM and the individuals involved or loss of business for the Firm.

These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual's right to participate in the political process. If you have any questions about political contributions or activities, contact the Compliance Department.

GENERAL RULES

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the FIRM in obtaining or retaining business.

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual's right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.

FUNDRAISING AND SOLICITING POLITICAL CONTRIBUTIONS

FIRM officers, directors or other personnel may not make political solicitations under the auspices of the FIRM, unless authorized in writing by the GENERAL COUNSEL who will maintain a copy. Use of FIRM letterhead is prohibited.

Any solicitation or invitations to fundraisers by a FIRM officer, director or other personnel on behalf of candidates, party committees or political committees must:

o originate from the individual's home address,

o make clear that the solicitation is not sponsored by the FIRM, and

o make clear that the contribution is voluntary on the part of the person being solicited.

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RULES GOVERNING FIRM CONTRIBUTIONS AND ACTIVITIES

FEDERAL ELECTIONS

The FIRM is prohibited from:

o making or facilitating contributions to federal candidates from corporate treasury funds,

o making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

o using corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

o making partisan communications to its "rank and file" employees or to the public at large.

CONTRIBUTIONS TO STATE AND LOCAL CANDIDATES AND COMMITTEES

The limitations on corporate political contributions and activities vary significantly from state to state. All FIRM employees must obtain pre-clearance from the General Counsel prior to:

o using the FIRM'S funds for any political contributions to state or local candidates, or

o making any political contribution in the FIRM'S name.

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POLITICAL ACTIVITIES ON FIRM PREMISES AND USING FIRM RESOURCES

FEDERAL, STATE, AND LOCAL ELECTIONS

All employees are prohibited from:

o Using FIRM resources for political activities, including the use of photocopier paper for political flyers, or FIRM-provided refreshments at a political event, and

o directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

Federal law and FIRM policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:

o the individual obtains approval before the activities occur. Contact the ADMINISTRATOR OF THE CODE OF ETHICS to request approval.

o the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

o the activities do not prevent the individual from completing normal work or interfere with the FIRM'S normal activity,

o the activities do not raise the overhead of the FIRM (for example, result in phone charges, postage or delivery charges, use of Firm materials), and

o the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities.

TCW follows the above policy for activities related to state and local elections.

RULES FOR INDIVIDUALS

RESPONSIBILITY FOR PERSONAL CONTRIBUTION LIMITS

Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.

PRE-APPROVAL OF ALL POLITICAL CONTRIBUTIONS AND VOLUNTEER ACTIVITY

Each TCW employee, and their spouse, domestic partner and relative or significant other sharing the same house, must obtain pre-approval from the ADMINISTRATOR OF THE CODE OF ETHICS BEFORE:

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o making or soliciting any CONTRIBUTION to a current holder or candidate for a state, local or federal elected office , or a campaign committee, political party committee, other political committee or organization (example: Republican or Democratic Governors Association) or inaugural committee. A CONTRIBUTION includes anything of value given or paid to:

o influence any election for federal, state or local office;

o pay any debt incurred in connection with such election; or

o pay any transition or inaugural expenses incurred by the successful candidate for state or local office.

o volunteering their services to a political campaign, political party committee, political action committee ("PAC") or political organization.

ACCESS PERSONS are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.

NEW HIRES, TRANSFERS AND PROMOTIONS TO COVERED ASSOCIATE POSITION

New hires, transfers and promotions to positions may not be made without the PRIOR review of their political contributions and activities by Compliance. Human Resources will gather information on any new hire or on any employee being transferred or promoted. The information shall include information about the political contributions or activities of the new hire or employee's spouses, domestic partners and relatives or significant others sharing the same house. Compliance can exempt individuals or categories of employees from this review.

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PARTICIPATION IN PUBLIC AFFAIRS

The FIRM encourages its employees to support community activities and political processes. Normally, volunteer efforts take place outside of regular business hours. If volunteer efforts require corporate time, or you wish to accept an appointive office, or you run for elective office, contact the ADMINISTRATOR OF THE CODE OF ETHICS who will coordinate review for approval by:

o the head of your Department or your supervisor if you are head of your Department, and

o the Chief Operating Officer.

You must campaign on your own time. You may not use FIRM property or services without proper reimbursement to the FIRM.

Employees participating in political activities do so as individuals and not as representatives of the FIRM. You may not:

o use either the FIRM'S name or its address in material you mail or fundraising, and

o identify the Firm in any advertisements or literature, except as necessary biographical information.

OTHER EMPLOYEE CONDUCT

PERSONAL LOANS

You may not borrow from clients or from FIRM vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

TAKING ADVANTAGE OF A BUSINESS OPPORTUNITY THAT RIGHTFULLY BELONGS TO THE FIRM

Employees must not take for their own advantage a business opportunity that rightfully belongs to the FIRM. Whenever the FIRM has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the FIRM'S funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the FIRM and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

o selling information to which an employee has access because of his/her position,

o acquiring any property interest or right when the FIRM is known to be interested in the property in question,

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o receiving a commission or fee on a transaction that would otherwise accrue to the FIRM, and

o diverting business or personnel from the FIRM.

DISCLOSURE OF A DIRECT OR INDIRECT INTEREST IN A TRANSACTION

If you or any family member have any interest in a transaction (whether on behalf of a client or the FIRM), that interest must be disclosed, in writing, to the GENERAL COUNSEL or the CHIEF COMPLIANCE OFFICER to allow assessment of potential conflicts of interest.

o You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

o Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.

CORPORATE PROPERTY OR SERVICES

You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the GENERAL COUNSEL or use of outside counsel for that advice at the FIRM'S expense.

USE OF TCW STATIONERY

You may not use corporate stationery for personal correspondence or other non-job-related purposes.

GIVING ADVICE TO CLIENTS

The FIRM cannot practice law or provide legal advice.

o Avoid statements that might be interpreted as legal advice; and

o Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.

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CONFIDENTIALITY

All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the CHIEF COMPLIANCE OFFICER.

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SANCTIONS

The FIRM may impose such sanctions it deems appropriate upon discovering a violation of this CODE, including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.

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REPORTING ILLEGAL OR SUSPICIOUS ACTIVITY - "WHISTLEBLOWER POLICY"

POLICY

The FIRM is committed to compliance with the law and its policies in all of its operations. The FIRM'S employees can provide early identification of significant issues that arise with compliance with policies and the law. The FIRM'S policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The FIRM requires that all employees report activity that is illegal or does not comply with the FIRM'S policies and procedures ("COMPLIANCE ISSUES"), including this CODE. Reports about Compliance Issues will be held confidentially by the FIRM except in limited circumstances. The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy. If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.

PROCEDURE

In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report COMPLIANCE ISSUES.

An employee who has a good faith belief that a COMPLIANCE ISSUE may occur or is occurring is required to come forward and report under this policy. "Good faith" means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct.

The report should be made to the GENERAL COUNSEL and may be made via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the GENERAL COUNSEL. Reports may also be made directly to the GENERAL COUNSEL, in person or in writing (including email). Reports may also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21(st) floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication. When making a report, employees should state in as much detail as possible the facts that raised a concern.

The CHIEF COMPLIANCE OFFICER and GENERAL COUNSEL will consult about the investigation as required. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the CHIEF COMPLIANCE OFFICER, the GENERAL COUNSEL or an external party.

The FIRM understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be

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advised if confidentiality cannot be maintained. To the extent practicable, employees will be kept apprised of the Firm's response to their reports.

The CHIEF COMPLIANCE OFFICER will follow up to assure that the investigation is completed, that any COMPLIANCE ISSUE is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.

Each quarter (or more frequently as necessary), the GENERAL COUNSEL will provide TCW's Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the California Office of the Attorney General's whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation

Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.

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GLOSSARY

A ACCESS PERSONS - Includes all of the FIRM'S directors, officers, and employees, except directors who (i) do not devote substantially all working time to the activities of the FIRM, and (ii) do not have access to information about the day-to-day investment activities of the FIRM. A consultant, temporary employee, or other person may be considered an ACCESS PERSON depending on various factors, including length of service, nature of duties, and access to FIRM information.

ACCOUNT - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT, and CBO/CDO/CLO).

ADMINISTRATOR OF THE CODE OF ETHICS -- Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer.

APPROVING OFFICERS - One of the Chief Operating Officer or the Head of Investment Operations Technology in addition to one of the General Counsel or the Chief Compliance Officer.

AUTO-TRADES - Pre-instructed transactions that occur automatically following the instruction, such as dividend or distribution reinvestments, paycheck contributions, and periodic or automatic withdrawal programs.

B BENEFICIAL INTEREST -- an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

BNY MELLON - The Bank of New York Mellon, the entity to which the Firm has outsourced client accounting and related operations for Accounts other than the Firm's proprietary mutual funds and wrap accounts.

C CBO - Collateralized bond obligation.

CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

CHIEF COMPLIANCE OFFICER - The CHIEF COMPLIANCE OFFICER of TCW. For purposes of this policy, the term CHIEF COMPLIANCE OFFICER shall include persons authorized by the CHIEF COMPLIANCE OFFICER to handle certain matters under this CODE OF ETHICS policy.

CLO - Collateralized loan obligation.

CODE OF ETHICS - This Code of Ethics.

COMPLIANCE ISSUE - activity that is illegal or does not comply with the FIRM'S formal written policies and procedures

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CONTRIBUTION -- includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.

COVERED ACCOUNT -- Account of an Access Person or related Covered Person

COVERED PERSON -- Spouse, minor child, relative or significant other sharing a house with an ACCESS PERSON, or any other person if the ACCESS PERSON has a "BENEFICIAL INTEREST" in the person's accounts or securities.

COVERED TRANSACTION -- a transaction in a Covered Account.

D DIRECT PURCHASE PLAN - An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.

E ENTERTAINMENT - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.

ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

ETHICAL WALLS OR INFORMATIONAL BARRIERS - The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

EXCHANGE ACT - Securities Exchange Act of 1934, as amended.

EXEMPT SECURITIES - Only the SECURITIES (or SECURITIES obtained in transactions) described in the subsection Securities or Transactions Exempt from Personal Investment Transactions Policy.

F FIRM OR TCW - The TCW Group of companies.

FOREIGN OFFICIAL - Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a FOREIGN OFFICIAL if a payment is made to such relative or agent of a FOREIGN OFFICIAL with the knowledge or intent that it ultimately would benefit the FOREIGN OFFICIAL.

G GENERAL COUNSEL - The GENERAL COUNSEL of TCW. For purposes of this policy, the term GENERAL COUNSEL shall include persons authorized by the GENERAL COUNSEL to handle certain matters under this CODE OF ETHICS policy.

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GIFT - Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of ENTERTAINMENT, it does not fall within the category of GIFTS.

I IPO - Initial public offering. An offering of securities registered under the SECURITIES ACT, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the EXCHANGE ACT.

INSIDE INFORMATION - Material, non-public information.

INVESTMENT PERSONNEL - Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager's decision, and (ii) a member of the Investment Control Department.

IRA - Individual Retirement Account.

L LIMITED OFFERING - An offering that is exempt from registration under the SECURITIES ACT pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the SECURITIES ACT. Note that a CBO or CDO is considered a LIMITED OFFERING or PRIVATE PLACEMENT.

LINKED BROKER -- A broker that provides account information by automatic feed to StarCompliance.

LM INFORMATION REPORT - Report required for reporting gifts or entertainment to labor unions or union officials.

M MATERIAL INFORMATION - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company's securities.

METWEST - Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

N NON-DISCRETIONARY ACCOUNTS - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

O OUTSIDE FIDUCIARY ACCOUNTS - Certain fiduciary accounts outside of the FIRM for which an individual has received the FIRM'S approval to act as fiduciary and that the Firm has determined qualify to be treated as OUTSIDE FIDUCIARY ACCOUNTS under this CODE OF ETHICS.

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P PAT -- Pre-Authorization to Trade that can be found at http://tcw.starcompliance.com.

PRIVATE PLACEMENTS - An offering that is exempt from registration under the SECURITIES ACT pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the SECURITIES ACT. Note that a CBO or CDO is considered a LIMITED OFFERING or PRIVATE PLACEMENT.

R REIT - Real estate investment trust.

REGISTERED PERSON - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD.

RESTRICTED SECURITIES LIST - A list of the securities for which the FIRM is generally limited firm-wide from engaging in transactions.

RULE 10B5-1 PLAN - A rule established by the Securities Exchange Commission (SEC) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.

S SEC - Securities and Exchange Commission.

SECURITIES - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs, shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds.

SECURITIES ACT - Securities Act of 1933, as amended.

T TAMCO - TCW Asset Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW OR FIRM - The TCW Group of companies.

TCW ADVISOR - Includes TAMCO, TIMCO, METWEST, WGA and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TFD - TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer.

TCW FUNDS - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO or the Metropolitan West Funds, each of its series, and any proprietary, registered, open-end investment companies (mutual funds) advised by Metropolitan West Asset Management, LLC.

TIMCO - TCW Investment Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

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TSI - TCW Strategic Income Fund, Inc., and any other proprietary, registered, closed-end investment companies advised by TIMCO.

W WGA - Westgate Advisors, LLC, a U.S.-registered investment advisor controlled by The TCW Group, Inc.

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APPENDIX A

STANDARD OPERATING PROCEDURES FOR CONDUCTING ANTI-CORRUPTION DUE DILIGENCE AND THIRD-PARTY SCREENING

1. DETECTING COMPLIANCE ISSUES

To reduce the risk of inadvertent violations by the Firm of applicable anti-corruption laws and rules, proper due diligence must be conducted prior to all transactions where the Firm may be engaging Third Party Representatives, including placement agents or distributors, to operate or interact with clients or portfolio companies outside the U.S. Depending on the circumstances, due diligence of any transaction or engagement may include one or a combination of the following steps:

a. Reviewing correspondence, payment records, and other relevant materials related to the pertinent transaction partner or circumstance;

b. Requiring a party to submit a due diligence questionnaire response to the FIRM for review;

c. Performing a risk evaluation of locations known for unethical business practices;

d. Conducting a search of public records;

e. Conducting interviews of relevant parties;

f. Obtaining business references of potential transaction partners;

g. Conducting a due diligence investigation prior to the engagement of a new THIRD PARTY REPRESENTATIVE;

h. Conducting a background check on a potential transaction partner;

i. Contacting outside legal counsel as necessary; or

j. Taking other steps as appropriate.

In consultation with the Compliance Department, in determining the scope and parameters of the due diligence, the individual who is in charge of the transaction/engagement for the Firm is responsible for carrying out the appropriate due diligence. Once the due diligence is complete, the Compliance Department is responsible for approving all transactions or engagements based in part on the due diligence that was conducted.

2. ADDRESSING COMPLIANCE ISSUES

Any anti-corruption compliance issue that comes to the attention of any FIRM PERSONNEL must be reported to the GENERAL COUNSEL and addressed before proceeding with the relevant transaction or doing business with or through a THIRD PARTY REPRESENTATIVE.

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3. DOCUMENT DUE DILIGENCE PROCESS

The due diligence process in general, and any inquiry into the facts and circumstances of any anti-corruption issue, in particular, as well as the reasonable response to that inquiry, shall be documented in order to demonstrate that the response was reasonable.

As appropriate and necessary to demonstrate that the review was reasonable, the Compliance Department shall maintain records of documents, correspondence, and other materials reviewed or created as part of the FIRM'S due diligence and any review of a possible anti- corruption issue. All such records shall be retained for a period of at least five (5) years from the conclusion of the review.

4. SEEK GUIDANCE AS NECESSARY DURING THE PROCESS.

FIRM PERSONNEL must consult with the Compliance Department whenever encountering a situation involving any anti-corruption issue, including a RED FLAG, or any other similar situation.

5. IDENTIFY and report compliance issues, including RED FLAGS.

It is important for FIRM PERSONNEL to identify and report anti-corruption compliance issues in the ordinary course of business. To this end, the following shall apply to all FIRM PERSONNEL:

a. Familiarize yourself with the examples of RED FLAGS listed in this POLICY; Attend anti- corruption training as applicable so you can identify the types of situations that may raise RED FLAGS or other compliance concerns that are not enumerated in this Policy;

b. Be vigilant in detecting RED FLAGS; it is prohibited to "consciously avoid" or "close your eyes" to a violation or to a RED FLAG;

c. Look out for RED FLAGS both before and during a relationship with any transaction partner; and

d. If you have information concerning a potential RED FLAG, contact the GENERAL COUNSEL immediately.

No FIRM PERSONNEL who in good faith provides information regarding a possible RED FLAG will suffer any retaliation or adverse employment decision as a consequence of such report.

The existence of a RED FLAG does not necessarily mean that a violation has occurred or will occur. However, once a RED FLAG arises, FIRM PERSONNEL must report the RED FLAG to the GENERAL COUNSEL who will oversee a reasonable inquiry into the circumstances surrounding the RED FLAG. Upon request, other FIRM PERSONNEL will cooperate with and assist in the review of the RED FLAG. The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.

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[GRAPHIC OMITTED]

PRIME ADVISORS, INC.

CODE OF ETHICS

Current as of 4/1/2016

CODE OF ETHICS
for
PRIME ADVISORS, INC.

1. INTRODUCTION:

As a registered investment adviser, Prime Advisors, Inc. ("Prime") has a fiduciary duty to each and every one of its clients. Prime's duty is one of undivided loyalty, including avoiding any conflict of interest -- or the appearance of any conflict of interest -- between Prime, its employees, and its clients. This duty requires Prime to -- among other things -- 1) provide full and fair disclosure of all relevant facts and any potential or actual conflicts of interest, 2) demonstrate loyalty, confidentiality, and good faith, 3) provide recommendations that are suitable, and 4) seek best execution in all client transactions. Prime's policy is to protect its clients' interests, and to place those interests ahead of its own.

All Prime employees are covered by and agree to the terms of this Code of Ethics as a condition of employment. They must acknowledge, in writing, the receipt of this Code of Ethics, as well as any material amendments to it.

2. PERSONAL SECURITIES TRADING:

The personal trading and investment activities of employees and partners of investment advisory firms, as well as the advisory firms themselves, are subject to various federal securities laws, rules and regulations. When those affiliated with investment advisory firms invest for their own accounts, conflicts may arise between their interests and those of the firm's clients. These conflicts may include taking an investment opportunity from clients, using an advisory position to take advantage of available investments, front-running or scalping.

Prime allows its employees to maintain securities investment accounts provided any personal investing by an employee in any securities in which the employee has a beneficial interest is consistent with Prime's fiduciary duty to its clients and with regulatory requirements. Accordingly, employees of Prime may hold trading accounts subject to the following conditions:

o Initial and Annual Holdings Reports: Within ten days of the start of their employment, employees must disclose all securities holdings in which they have a beneficial interest. The employee is responsible to have their personal securities trading accounts set up on StarCompliance, and to confirm the initial holdings of the account at the time of set up. This same disclosure must be repeated annually.

o Opening/Closing Personal Securities Accounts: Employees must disclose the opening or closing of personal securities accounts within ten days of such action

to the Compliance Officer. The employee must initiate the process via StarCompliance to have the accounts added or removed. It is the responsibility of an employee of Prime to maintain updated account information and holdings on StarCompliance.

o Duplicate Broker Confirms and Statements: Employees must arrange for each brokerage account to be set up on StarCompliance, where the electronic and/or manual delivery of transactions and statements for the account(s) is record kept.

o Periodic Transactions Reports: Employees must complete and return a Quarterly Transaction Holdings Report via StarCompliance by the given deadline (usually 10 business days after the end of each quarter).

o Preclearance: Every employee must receive preclearance before purchasing or selling any covered securities for their investment accounts or any accounts in which the employee has a beneficial interest.

o Restricted Securities: Employees may not purchase or sell any restricted securities without permission.

o Blackout Periods: Employees may not buy or sell a covered security that Prime recommends unless at least 48 hours has elapsed since the last such recommendation, or unless it has been specifically exempted in this Policy.

o Investment Opportunities: Clients must be the first to receive investment opportunities when those opportunities are suitable for their portfolios. Employees may act upon such opportunities only after they are offered to Prime's clients, and, if applicable, the blackout period expires.

PROCEDURE

Prime Advisors, Inc. has adopted procedures to implement the firm's Code of Ethics policy regarding personal securities transactions, which can be summarized as follows:

o Every employee must receive preclearance before purchasing or selling any covered securities for their securities investment accounts or any accounts in which the employee has a beneficial interest.

o Employees have until 5 PM on the day following preclearance approval to complete any precleared transaction. Approved private placements and IPOs are an exception from this deadline.

Employees may not buy or sell covered securities that Prime recommends unless at least 48 hours has elapsed since the last such recommendation.

Employees may not buy or sell restricted securities. However, employees with restricted securities in their securities investment accounts or any accounts in which the employee has had a beneficial interest, before February 1, 2004, or who owned restricted securities before their employment with Prime, may sell those restricted securities after receiving preclearance.

DEFINITIONS:

BENEFICIAL INTEREST means having or sharing the power to vote, dispose or direct the disposition of any security or security investment account. Employees are presumed to have a beneficial interest in the securities or personal investment accounts of spouses, accounts of minor children or any dependent family member, joint or tenant-in-common accounts in which you are a participant, accounts for which you act as a trustee, executor or custodian, accounts over which you exercise control or have any investment discretion, and accounts of any individual to whose financial support you materially contribute.

Accounts restricted solely to the purchase and sale of mutual funds and/or 529 College Savings Plans are not subject to the Policy and do not require disclosure. However, if the account may trade other securities, it is subject to the Policy even if it holds only mutual funds.

All employees are required to the complete and sign an annual acknowledgment form as found in Prime's Code of Ethics. Your signature on the form will confirm that you have instructed all brokers for such accounts to send duplicate copies of account statements, or are set up on an electronic feed through Prime's Personal Securities Trading vendor, StarCompliance.

COVERED SECURITIES means initial public offerings, private placements, and any fixed income instrument except: direct obligations of the United States Government; bankers' acceptances, or bank certificates of deposit; and commercial paper and high quality short-term debt instruments, including repurchase agreements.

FULLY DISCRETIONARY ACCOUNT means a brokerage account in which an employee has a beneficial interest, and over which that employee has given complete investment discretion to an investment adviser.

RESTRICTED SECURITIES means any security issued by an entity that directly controls assets managed by Prime Advisors, Inc.

PRECLEARANCE means the process of: (1) completing a preclearance submission request via StarCompliance; (2) which will then automatically notify Prime's Compliance Officer, or other designated officer; and (3) receiving preclearance approval from the Compliance Officer, or other designated officer via StarCompliance.

The Chief Compliance Officer has the responsibility for the implementation and monitoring of our policy on personal securities transactions and activities, practices, disclosures and recordkeeping. He, or his designee, will review employees' reports of personal securities transactions for compliance with the firm's policies, including the Code of Ethics, regulatory requirements and the firm's fiduciary duty to its clients, among other things. Compliance Officers must preclear with the Chief Compliance Officer, who must preclear with a Compliance Officer.

3. MISUSE OF INSIDE INFORMATION:

Prime and its personnel may have access to confidential information about its clients or potential clients, investment advice provided to clients, securities transactions being affected for clients' accounts and other sensitive information. In addition, from time to time, Prime or its employees may come into possession of information that is "material" and "nonpublic" (each as defined below) concerning a company or the trading market for its securities.

It is unlawful for Prime or any of its employees to use such information for manipulative, deceptive or fraudulent purposes. The kinds of activities prohibited include "front-running", "scalping" and trading on inside information. "Front-Running" refers to a practice whereby a person takes a position in a security in order to profit based on his or her advance knowledge of upcoming trading by clients in that security which is expected to affect the market price. "Scalping" refers to a similar abuse of client accounts, and means the practice of taking a position in a security before recommending it to clients or effecting transactions on behalf of clients, and then selling out the employee's personal position after the price of the security has risen on the basis of the recommendation or client transactions.

Depending upon the circumstances, Prime and any employee involved may be exposed to potential insider trading or tipping liability under the federal securities laws if Prime or any employee advises clients concerning, or executes transactions in, securities with respect to which Prime possesses material, nonpublic information. In addition, Prime as a whole may be DEEMED to possess material, nonpublic information known by any of its employees, UNLESS Prime has implemented procedures to prevent the flow of that information to others within Prime.

Section 204A of the Investment Advisers Act of 1940 ("Advisers Act") requires that Prime establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by Prime and its employees.

Violations of the laws against insider trading and tipping by Prime employees can expose Prime and any employee involved to SEVERE criminal and civil liability. In addition, Prime and its personnel have ethical and legal responsibilities to maintain the confidences of Prime's clients, and to protect as valuable assets confidential and proprietary information developed by or entrusted to Prime.

Although Prime respects the right of its employees to engage in personal investment activities, it is important that such practices avoid any appearance of impropriety and remain in full compliance with the law and the highest standards of ethics. Accordingly, employees must exercise good judgment when engaging in securities transactions and when relating to others information obtained as a result of employment with Prime. If an employee has any doubt whether a particular situation requires refraining from making an investment or sharing information with others, such doubt should be resolved AGAINST taking such action.

a. General Policies and Procedures Concerning Insider Trading and Tipping

Prime has adopted the following policies and procedures to (i) ensure the propriety of employee trading activity; (ii) protect and segment the flow of material, nonpublic and other confidential information relating to client advice and securities transactions, as well as other confidential information; (iii) avoid possible conflicts of interest; and (iv) identify trades that may violate the prohibitions against insider trading, tipping, front-running, scalping and other manipulative and deceptive devices contained in federal and state securities laws and rules.

No employee of Prime shall engage in transactions in any securities while in possession of material, nonpublic information regarding such securities (so-called "insider trading"). Nor shall any employee communicate such material, nonpublic information to any person who might use such information to purchase or sell securities (so-called "tipping"). The term "securities" includes options or derivative instruments with respect to such securities and other securities that are convertible into or exchangeable for such securities.

o "MATERIAL" The question of whether information is "MATERIAL " is not always easily resolved. Generally speaking, information is "material" where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell the securities in question, or where the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the "total mix" of information available. Where the nonpublic information relates to a possible or contingent event, materiality depends upon a balancing of both the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the activities of the issue involved. Common, but by no means exclusive, examples of "material" information include information concerning a company's sales, earnings, dividends, significant acquisitions or mergers and major litigation. So-called "market information", such as information concerning an impending securities transaction may also, depending upon the circumstances, be "material". Because

materiality determinations are often challenged with the benefit of hindsight, if an employee has any doubt whether certain information is "material", such doubt should be resolved AGAINST trading or communicating such information.

o "NONPUBLIC" Information is "NONPUBLIC" until it has been made available to investors generally. In this respect, one must be able to point to some fact to show that the information is generally public, such as inclusion in reports filed with the SEC or press releases issued by the issuer of the securities, or reference to such information in publications of general circulation such as THE WALL STREET JOURNAL or THE NEW YORK TIMES.

o "ADVISORY INFORMATION" Information concerning (i) what securities are followed by investment managers; (ii) specific recommendations made to clients by investment managers; or (iii) prospective securities transactions by clients of Prime ("Advisory Information") is strictly confidential. Under some circumstances, Advisory Information may be material and nonpublic.

o "PROHIBITIONS " In the handling of information obtained as a result of affiliation with Prime or its employees:

i. Shall not disclose material, nonpublic or other confidential information (including Advisory Information) to anyone, inside or outside Prime (including immediate family members), except on a strict need-to-know basis and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient;

ii. Shall refrain from recommending or suggesting that any person engaging in transactions in any security while in possession of material, nonpublic information about that security;

iii. Shall abstain from transactions, for their own personal accounts or for the account of any client, in any security while in possession of material, nonpublic information regarding that security; and

iv. Shall abstain from personal transactions in any security while in possession of Advisory Information regarding that security.

b. PROTECTION OF MATERIAL, NONPUBLIC INFORMATION

No Prime employee shall intentionally seek, receive or accept information that he or she believes may be material and nonpublic except with the written approval of, and subject to any and all restrictions imposed by, Prime's Chief Compliance Officer.

On occasion, a company may, as a means to seek investors in restricted or private- placement securities issued by it, send to Prime materials that contain material, nonpublic or other confidential information.

Typically, such materials will be

accompanied by a transmittal letter (and an inner, sealed package) that indicates the confidential nature of the enclosed materials and that the opening of the inner package constitutes an agreement to maintain the confidentiality of the information. In this circumstance, any Prime employee receiving any such materials should NOT open the inner package, but should immediately consult with the Chief Compliance Officer.

In the event that a Prime employee comes into possession of information concerning any company or the market for its securities that the employee believes may be material and nonpublic, the employee should notify the Chief Compliance Officer immediately. In addition, such employee shall refrain from either disclosing the information to others or engaging in transactions (or recommending or suggesting that any person engage in transactions) in the securities to which such information relates, without the prior written approval of the Chief Compliance Officer.

c. PROTECTION OF OTHER CONFIDENTIAL INFORMATION

Information relating to past, present, or future activities of Prime, its clients or its potential clients that has not been publicly disclosed shall not be disclosed to persons, within or outside of Prime, except for a proper purpose. Employees are expected to use their own good judgment in relating to others information in these areas.

In addition, information relating to another employee's medical, financial, employment, legal, or personal affairs is confidential and may not be disclosed to any person, within or outside of Prime, without the employee's consent or for a proper purpose authorized by the Chief Compliance Officer.

d. PROCEDURES TO SAFEGUARD MATERIAL, NONPUBLIC AND OTHER CONFIDENTIAL INFORMATION

In the handling of material, nonpublic and other confidential information, including Advisory Information, Prime employees shall take appropriate steps to safeguard the confidentiality of such information. Access to client information is restricted to persons who "need to know" that information. When not in use, all documents (whether in paper or electronic form) containing confidential information should be stored in secure areas. Under no circumstances should confidential documents be left on desks, counter tops, or floors where others can see them. Nor should any Prime employee review or work on any confidential documents in any setting that would permit others to see the documents, such as in airplanes or public spaces.

4. Gifts and Entertainment

EMPLOYEES must not make business decisions that are or appear to be influenced by the giving or accepting of gifts, entertainment, or favors. ACCESS PERSON are prohibited from soliciting gifts, entertainment and charitable contributions.

o "ACCESS PERSON" means general partners or their equivalents; executive officers; and employees that solicit potential clients

In addition, no access person shall accept or give any gift of more than DE MINIMIS value ($100) from any person or entity per year that influences business with or on behalf of Prime. No access person shall accept a gift of cash, including gift cards. If an ACCESS PERSON receives any gift that might be prohibited under this Code, the access person promptly must inform the Compliance Department to determine resolution.

No access person shall give or accept entertainment (such as a meal, sporting event or other similar activity) of more than DE MINIMIS value ($250 per person per event).

Prime's Accounting and Compliance Departments monitor gifts and entertainment expenditures to ensure compliance with the above guidelines. Gifts received are also reviewed to gauge whether they fall within the DE MINIMIS values.

5. PAY TO PLAY:

The SEC initiated a Pay-to-Play rule on March 14, 2011. It is designed to curb government officials from awarding investment management contracts to advisors that made political contributions to those officials. Accordingly, this rule says that registered investment advisers (RIAs) may not receive compensation for advisory services to a "Government Entity" for two years after the RIA, or its "Covered Associates," make a political contribution to an "Official" of that entity who may select, or appoint someone to select, the RIA to manage governmental assets.

o "Covered Associates" means general partners or their equivalents; executive officers; and employees that solicit potential clients.

o "Official" means an incumbent, candidate or successful candidate for elective office, including any election committee for that person.

o "Government Entity" means any state or political subdivision of a state.

This rule also requires RIAs to collect and maintain records of its Covered Associates' contributions to Officials.

Prime's policy allows covered employees to make political contributions that are within the de minimis amounts provided in Rule 206(4)-5.

Specifically, there is an exception for contributions of $350 or less per election, per covered associate for any election in which that covered associate is entitled to vote. For purposes of this exception, a covered associate is "entitled to vote" for a person if such covered associate's primary residence is located in the area in which the official is running. However, any U.S. resident covered associate can make a de minimis contribution to an official seeking the U.S. Presidency. Second, the rule permits de minimis contributions of $150 or less per election, per covered associate for any election in which the covered associate is not entitled to vote. With respect to both exceptions, a

covered associate can contribute separately up to the full amount in both the primary and general elections without triggering the time-out.

Prime has identified its Covered Associates as its Senior Management Team and its other Portfolio and Investment Strategists that market to potential clients. It has notified those Covered Associates that they are subject to the Pay-to-Play rule. It will conduct quarterly surveys of these individuals, and any newly-hired individual added to this list. The first survey will be made on June 30, 2011, and will look back to March 14, 2011.

6. DUTY TO REPORT VIOLATIONS:

Any employee who becomes aware -- either directly or indirectly -- that another employee has violated this Code of Ethics has an affirmative duty to report that violation to Prime's Chief Compliance Officer, who has the duty of enforcement. In his absence, violations may be reported to Prime's Chief Administrative Officer. This extends to reporting violations committed by oneself.

7. SANCTIONS:

In the event an employee violates any part of this Code of Ethics, that employee may be subject to sanctions up to and including termination of their position with Prime.

MEMO TO THE BOARD OF DIRECTORS

From: Blaine O'Kelley, Chief Compliance Officer, Prime Advisors, Inc.

Date: October 20, 2015

We are presenting the results of Prime Advisors, Inc.'s Annual Review of 206(4)-7 Compliance Program to the Board for its review. This memo will be incorporated into Prime Advisors, Inc. Annual Business Risk Assessment files.

BACKGROUND

As a registered investment advisor, Prime Advisors, Inc. is required to by the the SEC to implement compliance policies and procedures designed to detect and prevent violations of Federal securities laws and protect the interests of investors by:

- Appointing a Chief Compliance Officer to administer the policies and procedures.

- Adopting and implementing written policies and procedures reasonably designed to prevent violations of the Investment Advisors Act of 1940 ("Act") by the investment advisor or any of its supervised persons. The policies and procedures must take into consideration the nature of the investment advisor's unique business operations and compliance risks.

- Reviewing annually the investment advisor's compliance policies and procedures to assess their accuracy and effectiveness. Investment advisors are not required to create any written work product in connection with these reviews but any written records procedures must be retained.