SEPTEMBER 1, 2016

FIRST AMENDMENT TO THE
SUB-ADVISORY AGREEMENT
BY AND BETWEEN
CORNERSTONE ADVISORES INC.
AND
KAYNE ANDERSON CAPITAL ADVISORS, L.P.

This First Amendment (this "Amendment") to the Sub-Advisory Agreement (the "Agreement") dated as of May 1, 2014, by and between Cornerstone Advisors Inc., ("Adviser") and Kayne Anderson Capital Advisors, L.P. ("Sub-Adviser") is entered into as of September 1, 2016 (the "Effective Date") by the Adviser and Sub-Adviser pursuant to Section 11 of the Sub-Advisory Agreement.

The Agreement is hereby amended as follows:

(1) Schedule A to the Agreement is amended and restated in its entirety as set forth on the attached Schedule A.

Except as amended hereby, the Agreement shall remain unchanged and shall be in full force and effect.

This Amendment is intended to take effect on the Effective Date.

EXECUTED AND AGREED TO by the parties as of the date first written above by their duly authorized representatives:

MANAGER:                                          CORNERSTONE ADVISORS, INC.
KAYNE ANDERSON CAPITAL ADVISORS, L.P.

By: /s/ David Shladovsky                          By: /s/ Bruce  Duff
    --------------------                              ---------------
Name: David Shladovsky                            Name: Bruce Duff
Title: General Counsel                            Title: Chief Operating Officer

AMENDED
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
CORNERSTONE ADVISORS INC.
AND
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
(AMENDED EFFECTIVE SEPTEMBER 1, 2016)

The 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:

SUB-ADVISORY AGREEMENT

SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 5th day of September, 2014 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 Numeric Investors LLC, a Delaware limited liability company with its principal place of business at 470 Atlantic Avenue, Sixth Floor, Boston, MA 02210 (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"), as may be amended from time to time, 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- IA (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 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, hut 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

NUMERIC INVESTORS LLC

By: /s/ Dunyelle Rosen
    ------------------
Name: Dunyelle Rosen
Title: CCO & Regulatory Counsel

FUND                                                                 RATE
--------------------------------------------------------------------------------
Global Public Equity Fund                                         [REDACTED]
Public Alternatives Fund                                          [REDACTED]

CORNERSTONE ADVISORS INC.

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

NUMERIC INVESTORS, LLC

By: /s/ Dunyelle Rosen
    ------------------
Name: Dunyelle Rosen
Title: CCO & Regulatory Counsel

SCHEDULE A -- SUB-ADVISORY AGREEMENT

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 August 25, 2016 (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 Cornerstone Advisors Core Plus Bond 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 shall 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/ Michael Beattie
    -------------------------                       -------------------
Name: Elizabeth E. Prickett                     Name: Michael Beattie
Title: Managing Director                        Title: President

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 August 25, 2016

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
Cornerstone Advisors Core Plus Bond Fund

MORGAN LEWIS

October 31, 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: Acadian Emerging Markets Portfolio (the "Fund"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 272 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     T +1.215.963.5000
                          United States                   F +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
-------------------------------

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm in the Registration Statement on Form N-1A of The Advisors' Inner Circle Fund and to the use of our report dated December 24, 2015 on the financial statements and financial highlights of the Acadian Emerging Markets Portfolio, a series of shares of beneficial interest of The Advisors' Inner Circle Fund. Such financial statements and financial highlights appear in the October 31, 2015 Annual Report to Shareholders that is incorporated by reference into the Statement of Additional Information.

                                                          /s/ BBD, LLP
                                                          ------------
                                                          BBD, LLP

PHILADELPHIA, PENNSYLVANIA
OCTOBER 31, 2016

ACADIAN ASSET MANAGEMENT LLC

CODE OF ETHICS

Updated as of January 2016

Summary of Material Code Changes                                               5
Introduction                                                                   6
General Principles                                                             7
Scope of the Code                                                              8
Persons Covered by the Code                                                    8
Reportable Investment Accounts                                                 8
Securities Covered by the Code                                                 9
Blackout Periods and Restrictions                                             10
Short-Term Trading                                                            10
Old Mutual and Affiliate Stock                                                11
Securities Transactions requiring Pre-clearance                               11
          Initial Public Offerings                                            12
          Limited of Private Offerings                                        12
Exceptions specific to Certain Accounts and Transaction Types                 12
Standards of Business Conduct                                                 13
Compliance with Laws and Regulations                                          13
Conflicts of Interest                                                         14
          Conflicts among Client Interests                                    14
          Competing with Client Trades                                        14
          Disclosure of Personal Interest                                     14
          Referrals/Brokerage                                                 14
          Vendors and Suppliers                                               14
Market Manipulation                                                           14
Insider Trading                                                               15
          Material Non-public Information                                     15
          Penalties                                                           16
Gifts and Entertainment                                                       16
          General Statement                                                   16
          Gifts                                                               16
                    Receipt                                                   16
                    Offer                                                     17
                    ERISA,Taft Hartley and Public Plan Clients and Prospects  17
          Cash                                                                17
          Entertainment (Receipt and Offer)                                   17

          Expense Reports for Gifts and Entertainment                         17
          Conferences                                                         18
          Quarterly Reporting of Gifts and Entertainment                      18
Political Contributions and Compliance with the Pay-to-Play Rule
Requirements                                                                  18
Anti-bribery and Corruption Policy                                            19
Foreign Corrupt Practices Act                                                 19
Charitable Contributions                                                      20
Confidentiality                                                               20
Service on a Board of Directors                                               21
Partnerships                                                                  21
Other Outside Activities                                                      22
Marketing and Promotional Activities                                          22
Affiliated Broker-Dealers                                                     22
Compliance Procedures                                                         22
          Reporting of Access Person Investment Accounts                      22
          Duplicate Statements                                                22
          Personal Securities Transactions Pre-clearance                      23
          Pre-Approval of Political Contributions                             23
          Quarterly Reporting of Transactions                                 24
          Quarterly Reporting of Gifts and Entertainment                      24
          Quarterly Reporting of Private Investments                          24
          Quarterly Reporting of Political Contributions                      24
          Annual Reporting                                                    24
          New Hire Reporting                                                  25
Review and Enforcement                                                        25
Certification of Compliance                                                   25
          Initial Certification                                               25
          Acknowledgement of Amendments                                       26
          Annual Certification                                                26
Access Person Disclosure and Reporting                                        26
Recordkeeping                                                                 27
Form ADV Disclosure                                                           28
Administration and Enforcement of the Code                                    28
Responsibility to Know Rules                                                  28
Excessive or Inappropriate Trading                                            28


Updated as of January 2016                                                     3

Training and Education                                                        29
          New Hires                                                           29
          Annual                                                              29
Executive and Compliance and Risk Committee Approvals                         29
Report to Fund CCOs and Boards                                                29
Report to Senior Management                                                   29
Reporting Violations and Whistleblowing Protections                           29
Fraud Policy                                                                  30
Regulation FD                                                                 31
Sanctions                                                                     32
Further Information about the Code and Supplements                            33
Persons Responsible for Enforcement and Training                              33
Questions and Answers                                                         33
Appendices (in pdf only)
A. CFA Institute Asset Manager Code of Professional Conduct


Updated as of January 2016                                                     4

--------------------------------------------------------------------------------
SUMMARY OF MATERIAL CODE CHANGES
--------------------------------------------------------------------------------

The following is a summary of material changes made to the previous Code that
had been in effect since February 2015.

1.   Revised the Blackout policy to enable the Compliance Group to make
     exceptions in limited circumstances. (See Part 2, Section D, 1)

2.   Revised Entertainment policy to require employees to obtain written
     pre-approval from a supervisor before accepting entertainment if the
     anticipated value of the entertainment will exceed $500. (See Part 3,

Section E, 4)

3. Revised sections related to Gifts and Entertainment to Taft-Hartley and Public Plans to require compliance consultation. (See Part 3, Section E, 2(b) and 4)

4. Revised the section on Conferences to provide more clarity. (See Part 3,
Section E, 6)

5. Revised Pay-to-Play section to remove introductory paragraph. (See Part 3,
Section F)

6. Revised reporting and escalation process related to Code violations to involve the Compliance and Risk Committee as the primary recipient. (See

Part 4, Section H and Part 8, E)

7. Revised section on Sanctions for Code violations. (See Part 8, Section I)

8. Updated the US contact number to report fraud and other whistleblower incidents. (See Part 8, Section G)

--------------------------------------------------------------------------------
INTRODUCTION
--------------------------------------------------------------------------------

Acadian Asset Management LLC ("Acadian") is primarily a quantitative based
equity investment manager following over 35,000 securities on a daily basis.
With limited exceptions(1), daily buy and sell lists are generated
automatically via an optimizer, and are not the result of individual stock
selection or buy and sell decisions of any employee.  There is no "recommended"
list maintained.  As a result, on any given day it is possible that our trade
optimizer could recommend that any security in the universe of over 35,000 be
traded on behalf of a client.

With limited exceptions, Acadian engages in "program" trading through the
program trading desks of global securities brokers. No brokers or dealers
affiliated with Acadian are utilized for trading.

Acadian's Code of Ethics (the "Code") attempts to recognize this approach to
investment management by striking a balance in an effort to ensure that a
client is not materially impacted by the actions of Acadian or an Acadian
"Access Person" while continuing to permit such Access Persons to engage in
personal trading and activities that the firm deems permissible. Compliance
with the Code is a condition of employment.

Acadian has adopted this Code pursuant to Rule 204A-1 under the Investment
Advisers Act of 1940 (the "Advisers Act") and rule amendments under Section 204
of the Advisers Act. The Code sets forth standards of conduct expected of
Acadian's employees, and certain consultants, and contractors and addresses
conflicts that may arise from personal trading. Acadian has also adopted the
CFA Institute Asset Manager Code of Professional Conduct attached as Appendix
A.

The policies and procedures outlined in the Code are intended to promote
compliance with fiduciary standards by Acadian and our Access Persons. As a
fiduciary, Acadian has the responsibility to render professional, continuous
and unbiased investment advice, owes our clients a duty of honesty, good faith
and fair dealing, must act at all times in the best interests of our clients,
and must avoid or disclose conflicts of interests.

This Code is designed to:

o Protect Acadian's clients by deterring misconduct;

o Guard against violations of the securities laws;

o Educate Access Persons regarding Acadian's expectations and the laws governing their conduct;

o Remind Access Persons that they are in a position of trust and must act with complete propriety at all times;

o Protect the reputation of Acadian; and

o Establish policies and procedures for Access Persons to follow so that Acadian may determine whether Access Persons are complying with our ethical principles and regulatory requirements.

This Code is based upon the principle that the members of our Board of Managers, officers, and other Access Persons owe a fiduciary duty to, among others, our clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) materially serving their own personal interests ahead of clients; (ii) materially taking inappropriate advantage of their position with Acadian; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of

Updated as of January 2016 6

Acadian's Chief Compliance Officer to report violations of the Code to Acadian's Executive Committee, and if deemed necessary, to our full Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

SCHWAB COMPLIANCE TECHNOLOGIES

Schwab Compliance Technologies ("SCT") is utilized for all Code of Ethics reporting.

Our principles and philosophy regarding ethics stress Acadian's overarching fiduciary duty to our clients and the obligation of our Access Persons to uphold that fundamental duty. In recognition of the trust and confidence placed in Acadian by our clients and to give effect to the belief that Acadian's operations should be directed to benefit our clients, Acadian has adopted the following general principles to guide the actions of our Access Persons:

1. The interests of clients are paramount. All Access Persons must conduct themselves and their operations to give maximum effect to this belief by placing the interests of clients before their own.

2. All personal transactions in securities by Access Persons must be accomplished so as not to conflict materially with the interests of any client.

3. All Access Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the person's independence or judgment.

4. Personal, financial, and other potentially sensitive information concerning the firm, our clients, our prospects, and other Access Persons will be kept strictly confidential. Access Persons will only access this information if it is required to complete their jobs and will only disclose such information to others if it is required to complete their jobs and to deliver the services for which the client has contracted.

5. All Access Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect Acadian's reputation.

6. All Access Persons will comply with all laws and regulations applicable to our business activities.

The U.S. Securities and Exchange Commission (the "SEC") and U.S. federal law require that the Code not only be adopted but that it also is enforced with reasonable diligence.

The Compliance Group will keep records of any violation of the Code and of the actions taken as a result of such violations. Failure to comply with the Code may result in disciplinary action, including monetary penalties and the potential for the termination of employment. In addition, non-compliance with the Code can have severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits, and sanctions on your ability to remain employed in any capacity in the investment advisory business.

Updated as of January 2016 7

A. PERSONS COVERED BY THE CODE

Whether an individual is considered an "Access Person" or "Supervised Person" under the Code and thus subject to Code compliance is dependent upon various factors including: job responsibilities the individual has on behalf of the firm, type of access they have to certain internal portfolio construction, research, and trading databases, and whether they primarily work on-site. Ultimate determination as to whether any individual or action is subject to or exempt from the Code, or if a Code exception should be granted, is left to the Chief Compliance Officer.

An "Access Person(s)" may include employees, consultants, and contractors, whose job responsibilities require him or her to spend a significant amount of time working on-site or that give him or her access to Acadian's research and/or trading databases. Any individual that does not have access to Acadian's research and trading databases would typically not be considered an Access Person for purposes of the Code but would instead be considered a "Supervised Person".

Certain IMMEDIATE FAMILY MEMBERS(2), or other persons subject to the financial support of an Access Person, are subject to certain requirements imposed on an "Access Person" under the Code. For these individuals, an Access Person must report their covered investment accounts, pre-clear their personal securities transactions in covered securities, ensure their personal securities transactions comply with blackout and sixty-day trading restrictions, and provide duplicate copies of their account statements upon request.

Each Access Person should inform a Compliance Officer when their immediate family members change. Each Access Person is also required to ensure that any immediate family member as defined herein, or person subject to the Access Person's financial support, is complying with applicable Code requirement. Access Persons should educate these individuals on their requirements. Oversight is a must. Non-compliance with the Code by any of these individuals will have the same ramifications on the Access Person as if it were the employee who did not comply.

Members of Acadian's Board of Managers employed by Old Mutual, along with any other nonresident officer, director, manager or employee of Acadian, who is subject to another Code of Ethics that complies with Rule 204A-1 under the Advisers Act and whose Code has been reviewed and approved by Acadian's Chief Compliance Officer, or who does not have access to Acadian's internal research and trading information, shall be exempt from the Access Person requirements imposed by this Code.

B. REPORTABLE INVESTMENT ACCOUNTS

Each Access Person must report any accounts in which he or she has a direct or indirect beneficial interest and in which a security is eligible for purchase or sale. Examples of reportable accounts typically include:

o individual and joint accounts including accounts established through your employment with Acadian such as a 401K and/or deferred compensation account

o accounts in the name of an IMMEDIATE FAMILY MEMBER as defined in the Code

o accounts in the name of any individual subject to your financial support

o trust accounts

Updated as of January 2016 8

o estate accounts

o accounts where you have power of attorney or trading authority

o other types of accounts in which you have a present or future interest in the income, principal or right to obtain title to securities.

EXCEPTION: 529 plans that are not managed or offered by an affiliate are not considered a reportable account under the Code. Further, any transactions within such plans do not require pre-clearance or reporting on a holdings report.

C. SECURITIES COVERED BY THE CODE

For purposes of the Code and our reporting requirements, the term "covered security" will include the following:

o any stock or corporate bond;

o ETFs and Depositary Receipts (e. g. , ADRs, EDRs and GDRs);

o municipal, Government Sponsored Entities (GSE) and agency bonds;

o investment or futures contracts with the exception of currency;

o commodity futures;

o options or warrants to purchase or sell securities;

o limited partnerships meeting the SEC's definition of a "security" (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);

o UITs, foreign (offshore) mutual funds, and closed-end investment companies; ARE (3)

o shares of open-end mutual funds that advised or sub-advised by Acadian ,

o shares of open-end mutual funds advised or sub-advised by Acadian affiliates, including all companies under the Old Mutual umbrella(4); and

o private investment funds (including Acadian managed commingled funds), hedge funds, and investment clubs.

Additional types of securities may be added at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian's business changes.

However, the following are excluded:

o direct obligations of the U.S. government;

o bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

o shares issued by money market funds (domiciled inside or outside the United States); and

o shares of open-end mutual funds that ARE NOT advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual ownership umbrellas.

o 529 plans that are not managed or offered by an affiliate.

(4) Old Mutual, Acadian's parent company, provides Acadian with a quarterly update of all affiliated funds. Upon receipt by Acadian, the Compliance Group posts the list to the Compliance section of the intranet. These funds do not require pre-clearance prior to purchase however they must be reported on your year-end holdings report. Please consult this list when preparing the report.

Updated as of January 2016 9

D. BLACKOUT PERIODS AND RESTRICTIONS.

Acadian's quantitative investment process has the potential of recommending for purchase or sale on any given day among all of our client portfolios any of the over 35,000 securities covered in our potential investment universe. As a result, adoption of a hard blackout period of any length of time would severely restrict the ability of any Access Person to engage in personal trading. Acadian has determined that we will permit our Access Persons to continue to engage in personal trading in individual securities provided the Access Person's trade does not have a material negative impact on the execution price received by the client and the firm is not trading in that (or a related) security that day.(5) Access Persons will be permitted to trade subject to the following conditions:

(1) NO PERSONAL TRADES WILL BE PERMITTED IN ANY INDIVIDUAL SECURITY ON THE SAME DAY THAT ACADIAN TRADES THAT SECURITY OR A SIMILAR LINE OF THE SAME SECURITY ON BEHALF OF ANY CLIENT.

For purposes of clarity, this applies to any individual stock, bond, ETF, Depositary Receipt, and to any individual security underlying any Depositary Receipt or a different class of the security being traded. For example, the purchase of an ADR would not be permitted if we were trading in the underlying security and vice versa. On a case-by-case basis, an exemption to this restriction may be granted by a compliance officer if it is determined no harm will occur to our clients.

Acadian's Compliance Group may allow exceptions to this "blackout" policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present AND the equity of the situation strongly supports an exemption.

(2) SHORT-TERM TRADING RESTRICTION.

Access Persons are reminded that they are specifically prohibited from engaging in any form of market timing or short-term trading in mutual funds advised or sub- advised by Acadian or in any other covered security.

Acadian has adopted a sixty (60) day hold requirement in an effort to avoid conflicts of interests and to ensure that the interests of our clients are placed first. This requirement is intended to deter front running, market manipulation and the potential misuse of Acadian internal resources.

Acadian's Compliance Group may allow exceptions to this short-term trading restriction on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present AND the equity of the situation strongly supports an exemption.

Unless an exception is granted by the Compliance Group, no Access Person may execute opposing trades (buy/sell, sell/buy) in a covered security within sixty (60) calendar days. Trades made in violation of this prohibition are subject to being unwound. Otherwise, any profit realized on such short-term trades shall be subject to disgorgement to a charity or to a client if appropriate at the discretion of the Compliance Group.

Updated as of January 2016 10

An Access Person wishing to execute a short-term trade must request an exception when entering the Pre-Clearance request.

E. OLD MUTUAL STOCK OR OTHER AFFILIATE STOCK

FOR CLIENTS:

Acadian is restricted from purchasing or recommending the purchase or sale of Old Mutual stock or any Old Mutual affiliate stock ("OMAM securities") on behalf of our clients.

FOR ACCESS PERSONS:

Acadian Access Persons, Supervised Persons, or their immediate family members may invest in OMAM securities. To reduce the risk that such investment might be found to have resulted from insider trading or another violation of securities laws, Old Mutual has established a policy setting forth when trading in OMAM securities is not permitted or appropriate. This Policy applies to all Acadian Access Persons, Supervised Persons, or their immediate family members.

MANDATORY REQUIREMENTS/PROHIBITIONS OF OLD MUTUAL'S POLICY:

o Prohibits trading in any OMAM securities when in possession of material, nonpublic information ("MNPI")

o Prohibits communicating MNPI to any third-party unless for legitimate purposes.

o Prohibits engaging in any transaction involving any OMAM securities during a blackout period. Blackout periods will be communicated to Acadian compliance.

o Prohibits engaging in short sales of OMAM securities or trading in naked options.

o Requires obtaining PRE-CLEARANCE FROM OM(US)H COMPLIANCE prior to trading in any OMAM security.

Please send your pre-clearance request to Acadian compliance and we will facilitate on your behalf with OM(US)H Compliance.

Old Mutual is responsible for providing Acadian with an updated list of publicly traded affiliated companies. Any updates will be available through the Compliance Group.

F. SECURITIES TRANSACTIONS REQUIRING PRE-CLEARANCE

With limited exceptions noted in section G below, discretionary transactions executed by an Access Person in the following covered securities must be "pre-cleared" with the Compliance Group in accordance with the procedures outlined herein prior to execution:

o any stock or corporate bond;

o ETFs and Depositary Receipts (e. g. ADRs, EDRs and GDRs);

o investment or futures contracts with the exception of currency;

o options or warrants to purchase or sell securities;

o limited partnerships meeting the SEC's definition of a "security" (including limited liability and other companies that are treated as partnerships for U. S. federal income tax purposes);

o UITs, foreign mutual funds, and closed-end investment companies;

o shares of open-end mutual funds that ARE advised or sub-advised by Acadian (unless in the Acadian 401K or deferred compensation plan),

Updated as of January 2016 11

o private investment funds (including Acadian managed commingled funds), hedge funds, and investment clubs.

Additional types of securities may be added to the pre-clearance requirements at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian's business changes.

INITIAL PUBLIC OFFERINGS Acadian as a firm typically does not participate in initial public offerings (IPO). Access Persons must pre-clear for their personal accounts purchases of any securities in an IPO. Acadian will maintain a written record of any decision, and the reasons supporting the decision, to approve the personal acquisition of an IPO for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm's brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person's investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients.

LIMITED OR PRIVATE OFFERINGS Access Persons must pre-clear for their personal accounts purchases or sales of any securities in limited or private offerings (commonly referred to as private placements). Acadian will maintain a record of any decision, and the reasons supporting the decision to approve the personal acquisition of a private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm's brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person's investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Access Persons are permitted to invest in private offerings offered and/or managed by Acadian provided they meet the investment qualifications of the particular investment.

Investment accounts established through your employment with Acadian, including your 401K account and any deferred compensation account, are reportable accounts but are exempt from the requirements to pre-clear trades. Notwithstanding, if any of the holdings in these accounts are in "affiliated" funds you must report any holdings on your year-end holdings report. For example, this would include the required reporting of any affiliate-managed fund in the deferred compensation plan as well as in the 401K plan.

G. EXCEPTIONS SPECIFIC TO CERTAIN ACCOUNT AND TRANSACTION TYPES:

1. Transactions occurring within investment accounts in which the Access Person had no direct or indirect influence or control over the transactions do not require preclearance, are not subject to blackout or holding period restrictions, and do not require reporting on holding reports provided the following conditions are met:

o The account is disclosed to a compliance officer before trading commences and the compliance officer is provided with necessary documentation to confirm that the Access Person will not have direct or indirect influence over transactions in the account; and

o The Access Person and/or the investment manager for the account provides written confirmation periodically at the request of a compliance officer that the

Updated as of January 2016 12

Access Person did not have any direct or indirect influence on any of the transactions executed in the account.

Examples of such accounts include accounts where the Access Person has granted to a broker, dealer, trust officer or other third party non-Access Person full discretion to execute transactions on behalf of the Access Person without consultation or Access Person input or direction (an example would be Managed Accounts and the party directing the transaction has utilized such discretion).

2. Transactions occurring within a reported investment account that are part of an automatic dividend reinvestment plan or a pre-established dollar cost averaging type contribution plan do not require preclearance, are not subject to blackout or holding period restrictions, and do not require reporting on holding reports.

3. The following transactions in covered securities within a reported investment account are exempt from the Code's pre-clearance, blackout and short-term trading requirements but must be disclosed on year-end holding reports:

a. purchases or sales that are involuntary on the part of the Access Person

b. purchases or sales within Acadian's 401k or deferred compensation plans

c. purchases or sales effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of our securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired

d. purchases or sales of currencies and interest rate instruments or futures or options on them

e. purchases or sales of municipal, Government Sponsored Entities (GSE) and agency bond

f. purchases or sales of commodity futures

The Code sets forth standards of business conduct that we require of our Access Persons. Access Persons should maintain the highest ethical standards in carrying out Acadian's business activities. Acadian's reputation is one of our most important assets. Maintaining the trust and confidence of clients is a vital responsibility. This section sets forth Acadian's business conduct standards.

A. COMPLIANCE WITH LAWS AND REGULATIONS

Each Access Person must comply with all laws and regulations applicable to our business, including all securities laws, and all firm policies and procedures including, but not limited to, those found in thisCode of Ethics, the Compliance Manual, the IT Security Policy, and the Human Resources Manual. Access Persons are not permitted to:

a. engage in any act, practice, or course of conduct that operates or would operate as a fraud, deceit, or manipulative practice upon any person;

b. make false or misleading statements, spread rumors, or fail to disclose material facts;

Updated as of January 2016 13

c. engage in any manipulative practice with respect to securities, including price or market manipulation; or

d. utilize or transmit to others "inside" information as more fully described herein.

B. CONFLICTS OF INTEREST

As a fiduciary, Acadian has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of our clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest, including those between personal and Acadian related activities, and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Client specific conflicts are reviewed and addressed directly with the individual client. We conduct an ongoing review for actual and potential conflicts that may be systemic to Acadian and our processes. We disclose these conflicts as part of our Compliance Manual, which is typically updated annually, as well as in Form ADV, Part 2A, which is updated and delivered annually to each client. Examples of certain conflicts related to the Code include:

1. CONFLICTS AMONG CLIENT INTERESTS. Conflicts of interest may arise where Acadian or our Access Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Access Persons have made material personal investments, or accounts of close friends or relatives of Access Persons, etc.). Access Persons are prohibited from engaging in inappropriate favoritism of one client over another client.

2. COMPETING WITH CLIENT TRADES. As referenced in the section on Personal Transactions, an Access Person is prohibited from engaging in any securities transactions on the day Acadian trades in the security on behalf of a client and any other transaction that would result in a material negative impact to a client.

3. DISCLOSURE OF PERSONAL INTEREST. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having first disclosed to the Compliance Group any material beneficial ownership, business or personal relationship, or other material interest in the issuer. A member of the Compliance Group will analyze the conflict and determine the appropriate course of action including potential recusal of the Access Person from the decision of the placement of the security at issue on a no-buy list.

4. REFERRALS/BROKERAGE. Access Persons are required to act in the best interests of our clients regarding execution and other costs paid by clients for brokerage services. As part of this principle, Access Persons will strictly adhere to Acadian's policies and procedures regarding brokerage allocation, best execution, soft dollars and other related policies. Access Persons should refrain from undertaking personal investment transactions with the same individual employee at a broker-dealer firm with whom Acadian conducts business for our clients.

5. VENDORS AND SUPPLIERS. Each Access Person is required to disclose any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of Acadian. Access Persons with such interests are prohibited from negotiating or making decisions regarding Acadian's business with those companies.

Updated as of January 2016 14

C. MARKET MANIPULATION

Access Persons are prohibited from making any statements or taking any action intended to manipulate the price of a security or the market for a security. Manipulative conduct includes the creation or spreading of false rumors or other information intended to influence the price of a security. Access Persons are advised to ensure any statement that they may make in a public forum is true, accurate, and not misleading. This includes any statements that you may make independent of your employment with Acadian or beyond your authority as an Acadian employee, including via any personal blogs, websites or chat rooms.

Please note that Acadian policies currently prohibit all employees from conducting Acadian related investment business via personal email or through social media (Facebook, LinkedIn, etc.) sites.

D. INSIDER TRADING

As a general rule, it is against the law to buy or sell any securities while in possession of material, non-public information relevant to that security (sometimes called "inside information"), or to communicate such information to others who trade on the basis of such information (commonly known as "tipping"). Information is "material" as to a security if a reasonable investor would consider the information significant in deciding whether to buy, hold or sell the security, i.e., any information that might affect the price of the security. Material information can be positive or negative and can relate to virtually any aspect of the Company's business.

Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material non-public information and from communicating material non-public information to others in violation of the law. This specifically includes personally trading or informing others of the securities held in a client portfolio or transactions contemplated on behalf of any client.

INSIDER TRADING - MATERIAL NON-PUBLIC INFORMATION.

The term "material non-public information" relates not only to issuers but may also include Acadian's AUM, internal information, securities recommendations and client securities holdings and transactions. Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a company's securities. Examples of events or developments that should be presumed to be "material" with respect to Acadian's activities and not to be discussed outside Acadian would be:

o knowledge of a trend in revenues, earnings, or assets under management not yet fully disclosed to the public (Acadian AUM must not be released to the public until SEVEN BUSINESS DAYS after each month end);

o acquisition, material loss, or regulatory action;

o material change in the number of clients;

o significant legal exposure due to actual, pending or threatened litigation;

o a purchase or sale of substantial assets;

o changes in senior management or other major personnel changes; and

o changes in our auditors or a notification from its auditors that we may no longer rely on the auditor's audit report.

These examples are illustrative only; many other types of information may be considered "material," depending on the circumstances. The materiality of particular information is subject to reassessment on a regular basis. Information is "non-public" as to a security until it has been effectively communicated to the marketplace through a press release or other appropriate news media and enough time has elapsed to permit the investment market to absorb and evaluate the

Updated as of January 2016 15

information. In many cases, this process may require the passage of several trading days after any initial disclosure. If there can be any doubt whatsoever as to whether information has been effectively communicated to the marketplace, such information should be considered non-public until such time as there is no doubt. You should direct any questions about whether information is material to the Compliance Group.

INSIDER TRADING - PENALTIES

Both the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange ("NYSE") are very effective at detecting and pursuing insider trading cases and they have aggressively prosecuted insider traders and tippers. Any person who engages in insider trading or tipping can face a substantial jail term (up to 20 years), civil penalties of up to three times the profit gained (or loss avoided) by that person and/or his or her "tippee," and criminal fines of up to $5,000,000. In addition, if it is found that the Company failed to take appropriate steps to prevent insider trading, the Company may be subject to significant criminal fines and civil penalties of up to $1,000,000 or, if greater, three times the profit gained (or loss avoided) as a result of the insider trading.

You may also be sued by those seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, Acadian views seriously any violation of our insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal and reporting to legal and regulatory authorities.

BEFORE EXECUTING ANY TRADE FOR YOURSELF OR OTHERS, INCLUDING CLIENTS, AN ACCESS PERSON MUST DETERMINE WHETHER HE OR SHE HAS ACCESS TO MATERIAL NON-PUBLIC INFORMATION.

If you think that you might have access to material non-public information, you should take the following steps:

1. report the information and proposed trade immediately to the Chief Compliance Officer.

2. do not purchase or sell the securities on behalf of yourself or others, including clients.

3. do not communicate the information inside or outside Acadian, other than to the Chief Compliance Officer or his designee.

E. GIFTS AND ENTERTAINMENT

1. GENERAL STATEMENT

A conflict of interest occurs when the personal interests of Access Persons interfere or could potentially interfere with their responsibilities to Acadian and our clients. Access Persons may not accept inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Access Persons are expressly prohibited from letting gifts, gratuities or entertainment influence their selection of any broker, dealer or vendor for Acadian business. Similarly, Access Persons may not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to Acadian or the Access Person.

2. GIFTS

a. RECEIPT - No Access Person may receive gifts totaling more than de minimis value ($100 per calendar year) from any PERSON OR ENTITY that does business with or on behalf of Acadian. For example, regardless of the number of employees at XYZ

Updated as of January 2016 16

broker who provide a gift, the aggregate value of the gifts that can be accepted by an employee from all individuals associated with XYZ broker is $100.

Access Persons are expressly prohibited from soliciting any gift.

b. OFFER -- No Access Person may give or offer any gift of more than de minimis value ($100 per year) to existing clients or prospective clients. Access Persons may not give gifts if the intent is to retain or gain business. In certain countries in which we may conduct business, the offer of a gift may be a cultural norm. In such cases, it may be permissible to exceed the de minimis value provided the gift is reasonable in value and has been approved by a Senior Manager.

GIFTS TO ERISA, TAFT-HARTLEY, AND PUBLIC PLAN CLIENTS AND
PROSPECTS

Regulations relating to the investment management of ERISA, state or municipal pension funds, and Taft-Hartley clients often severely restrict or prohibit the offer of gifts of any value to their representatives. The Compliance Group should be consulted prior to providing any type of gift of any value to such clients or prospects as restrictions vary and many require detailed reporting be provided of such activity both by Acadian as provider and by the recipient. It is also advisable as a best practice to consult with the intended recipient before making such an offer.

3. CASH - No Access Person may give or accept cash gifts or cash equivalents to or from a client or prospective client or any other entity that conducts investment related business with or on behalf of Acadian.

4. ENTERTAINMENT - No Access Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do investment related business with or on behalf of Acadian. Access Persons may provide or accept an occasional business entertainment event, at a venue where business is typically discussed, such as dinner or a sporting event, of reasonable value, provided that the person or a representative of the entity providing the entertainment is present.

Written pre-approval from an Access Person's supervisor is required prior to accepting any entertainment if the anticipated value of the entertainment offered to the Access Person is reasonably expected to exceed $500.

Access Persons are expressly prohibited from soliciting any entertainment.

ENTERTAINMENT TO ERISA, TAFT-HARTLEY AND PUBLIC PLAN CLIENTS AND
PROSPECTS

Regulations relating to the investment management of ERISA, state or municipal pension funds, and Taft-Hartley clients often severely restrict or prohibit the offer of entertainment of any value (Including coffee, meals, drinks etc.) to their representatives. The Compliance Group should be consulted prior to providing any type of entertainment of any value to such clients or prospects as restrictions vary and many require detailed reporting be provided of such activity both by Acadian as provider and by the recipient. It is also advisable as a best practice to consult with the intended recipient before making such an offer.

5. DETAILED EXPENSE REPORTS REQUIRED FOR GIFTS AND ENTERTAINMENT

For all gifts and entertainment purchased for or provided to a client or prospect, make certain that the expense report submitted for reimbursement clearly discloses what was provided, the names of each individual recipient, and the organization that each recipient represented. Appropriate supporting receipts

Updated as of January 2016 17

must be provided. Certain ERISA, public plan clients, and Taft-Hartley plan clients require that we provide detailed gift and entertainment reports related to their representatives.

6. CONFERENCES -- Employee attendance at all third-party sponsored industry conferences is subject to supervisor approval. If the conference involves potential clients, prospects, or consultants, and Acadian's attendance at the conference will be paid for by the host or a third party (including conference fee, travel and lodging as examples), this should be disclosed prior to attendance to the Compliance Group. The Compliance Group will review, among other factors, the purpose of the conference, the conference agenda, and the proposed costs that will be paid or reimbursed by the third party. With the exception of the need to obtain prior supervisor approval, the above guidance does not apply to Old Mutual sponsored and hosted conferences.

It is against Acadian policy to sponsor or pay to attend any conference where our payment is a primary consideration of whether we will be awarded business from any client or prospective client who may be in attendance.

7. QUARTERLY REPORTING -- Acadian will require all Access Persons to report any gifts or entertainment received on a quarterly basis. Gifts and entertainment provided will be monitored through the periodic review of expense reports.

F. POLITICAL CONTRIBUTIONS AND COMPLIANCE WITH THE PAY-TO-PLAY RULE REQUIREMENTS

Acadian as a firm is prohibited from making political contributions. Political contributions requested by a client or prospect will be prohibited as these may be deemed as an attempt to retain or win business.

Rule 206(4)-5 (the "Rule") under the Advisers Act seeks to curtail "pay to play" practices by investment advisers that provide advisory services to a state or local government entity or to an investment pool in which a state or local governmental entity invests.

There are three key elements of the Rule:

(i) a two-year "time-out" from receiving compensation for providing advisory services to certain government entities after certain political contributions are made,

(ii) a prohibition on soliciting contributions and payments, and

(iii) a prohibition from paying third parties for soliciting government clients.

For purposes of the Code and the Rule, an "OFFICIAL" is any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate or successful candidate for elective office of a government entity, if the office: (i) is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity, or (ii) has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity.

A "GOVERNMENT ENTITY" includes all state and local governments, their agents, and instrumentalities, as well as all public pension plans and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans. These entities are typically pension plans that are separate legal entities from state and local governments, but have elected officials as board members.

Updated as of January 2016 18

To ensure Acadian complies with the Rule, all Acadian Access Persons will be required to adhere to the following procedures:

1. Submit a written pre-approval form to the Compliance Group and receive compliance approval prior to making any political contribution to an "official" (includes incumbents, candidates, and committees as defined above) of a "government entity", regardless of contribution amount.

2. Submit quarter--end and year-end reports of all political contributions made to any official of a government entity.

3. A prohibition from directly or indirectly soliciting political contributions on behalf of any official of a government entity if such individual can directly or indirectly influence the investment advisory business or from soliciting payments to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity. Pursuant to this provision, Access Persons are prohibited from:

o indirectly making political contributions to politicians through, for example, spouses, lawyers or affiliated companies;

o "bundling" a large number of small employee contributions to influence an election in the state or locality in which the Investment Adviser is seeking business;

o soliciting contributions from professional service providers;

o consenting to the use of Acadian's name on fundraising literature for a candidate; and

o sponsoring a meeting or conference which features an official as an attendee or guest speaker and which involves fundraising for the official (and, in this case, expenses incurred by the Access Person for hosting the event (such as the cost of the facility or refreshments, or reimbursement of any of the official's expenses for the event) would be a contribution by the Investment Adviser, thereby triggering the two-year "time-out" provisions of the Rule).

4. A prohibition on paying any non-regulated third party for soliciting advisory business from U. S. based government clients on our behalf.

Failure of each Access Person to adhere to the requirements of the Rule could result in Acadian being prohibited from receiving compensation from a government entity for a period of two-years from the date of the contribution.

ANTI-BRIBERY AND CORRUPTION POLICY AND RISKS RELATED TO EMPLOYEE ACTS INCLUDING POLITICAL CONTRIBUTIONS AND GIFTS/ENTERTAINMENT

The U.S. Foreign Corrupt Practices Act (the "FCPA") prohibits corrupt payments to foreign officials for the purpose of obtaining or keeping business. The person making or authorizing the payment must have a corrupt intent, and the payment must be intended to induce the recipient to misuse his official position to direct business wrongfully to the payer or to any other person. You should note that the FCPA does not require that a corrupt act succeed in its purpose. The offer or promise of a corrupt payment can constitute a violation of the statute. The FCPA prohibits any corrupt payment intended to influence any act or decision of a foreign official in his or her official capacity, to induce the official to do or omit to do any act in violation of his or her lawful duty, to obtain any improper advantage, or to induce a foreign official to use his or her influence improperly to affect or influence any act or decision. The FCPA prohibits paying, offering, promising to pay (or authorizing to pay or offer) money or anything of value. The prohibition extends only to corrupt payments to a foreign official, a foreign political party or

Updated as of January 2016 19

party official, or any candidate for foreign political office. A "foreign official" means any officer or employee of a foreign government, a public international organization, or any department or agency thereof, or any person acting in an official capacity.

Obligations imposed on Acadian employees go further than compliance with the FCPA. Bribery and corrupt business practices create unfair markets, erode public trust and stifle long-term economic development and are contrary to Acadian's values. Bribery or corruption in any manner or for any purpose or benefit will not be tolerated and any such action by an employee or the firm is strictly prohibited. Acadian employees must be committed to ethical and legal business conduct and must:

o Act legally and with integrity at all times to safeguard its staff members, resources, tangible and intangible assets, and our reputation;

o Create and maintain a trust-based and inclusive internal culture in which bribery and corruption are not tolerated;

o Conduct all business relationships in an ethical and lawful manner; and

o Cooperate fully with law enforcement and regulators locally within the bounds of local legislation.

Employees who deliberately breach the policy will be subject to disciplinary action, potentially leading to dismissal.

All Acadian employees are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. All employees must closely adhere to the gift and entertainment and the political contributions policies and procedures described herein. Any suspicions of bribery or corruption should be reported in accordance with the Whistleblowing policy set out in this Code. Acadian and all Acadian employees are expected to cooperate fully with any law enforcement or regulatory inquiry into any bribery or corruption allegation.

G. CHARITABLE CONTRIBUTIONS

Although Acadian encourages our Access Persons to be charitable, no donations should be made or should appear to have been made for the purpose of obtaining or retaining client business. No donations should be made in the name of any client if such a donation would result in a violation of the client's ethical requirements. This is typically the case with state and municipal clients.

Any request from a client or prospect for a charitable donation should be brought to the attention of a Compliance Officer. Any charitable donation made in response to a client or prospect request should be nominal as not to appear to have been made to obtain or retain the business and should be done in accordance with Acadian's charitable giving policies.

H. CONFIDENTIALITY

Access Persons have the highest fiduciary obligation to protect and keep confidential at all times sensitive non-public information related to our clients, prospects, Access Persons, and the firm. Please also refer to your obligations to protect information from disclosure under Insider Trading and Regulation FD sections of this Code. This information may include, but is not limited to, the following:

a. any prospect or client's identity (unless the client consents), any information regarding a client's financial circumstances, business practices, or advice furnished to a client by Acadian;

Updated as of January 2016 20

b. information on specific client accounts, including recent or impending securities transactions by clients and activities of the portfolio managers for client accounts;

c. specific information on Acadian's investments for clients (including former clients) and prospective clients and account transactions and holdings;

d. information on other Access Persons, including their social security numbers, financial account information and account numbers, compensation, benefits, position level and performance rating; and

e. information on Acadian's assets under management, business activities, including new services, products, research, technologies, investment process, and business initiatives, unless disclosure has been authorized by Acadian.

Access Persons should not access information on any client, prospect, or employee that is not required to perform their specific job functions. Access Persons should not discuss or release any non-public information that they may be authorized to access and view to any internal party or external party unless that party has a compelling business need to receive the information.

Access Persons should be sensitive to the problem of inadvertent or accidental disclosure, through careless conversation in a public place or the failure to safeguard papers and documents. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate. Any confidential information that must be transmitted over email or via the internet should also be protected in accordance with Acadian's IT Security Policy.

I. SERVICE ON A BOARD OF DIRECTORS

Prior to accepting a position as an officer, director, trustee, partner, or Controlling person in any other company or business venture not related to Acadian, or as a member of an investment organization (e.g., an investment club), Access Persons must disclose the position to the Compliance Group.

While the disclosure of Board membership or service on a charitable/non-profit organization is generally not required, disclosure and pre-approval would be required if your service involved participation on the finance, treasury, or investment committees or their functional roles or equivalents. Acadian may place specific restrictions on such service.

Each Board position should also be disclosed to the Compliance Group at least annually. Notice of such positions may be given to a compliance officer of any Fund advised or sub-advised by the Company.

As a firm policy, Acadian will restrict from our potential investment universe, and will not invest in or recommend client investment in, any publicly traded company for which an Acadian employee serves as a Board member.

J. PARTNERSHIPS

Any non-Acadian related non-investment partnership or similar arrangement, either participated in or formulated by an Access Person, should be disclosed to the Compliance Group prior to formation, or if already in existence at the time of employment, as part of New Hire reporting. Any such partnership interest should also be disclosed to the Compliance Group at least annually. Investment partnerships such as participating as a passive "partner" in a hedge fund would require pre-clearance and reporting on holdings reports.

Updated as of January 2016 21

K. OTHER OUTSIDE ACTIVITIES

Access Persons may not engage in outside business interests or employment that could in any way materially conflict with the proper performance of their duties as Access Persons of Acadian. All Access Persons should inform their Department Supervisor and Human Resources prior to accepting any employment outside of Acadian if it had the potential of impacting or conflicting with their responsibilities to Acadian. Supervisors will involve the Compliance Group as needed.

L. MARKETING AND PROMOTIONAL ACTIVITIES

Acadian has instituted policies and procedures relating to our creation and distribution of marketing, performance, advertising, and promotional materials to ensure compliance with relevant securities laws and GIPs. All oral and written statements made by Access Persons to the public, regardless of format or audience, must be professional, accurate, balanced and not misleading in any way.

M. AFFILIATED BROKER-DEALERS

Acadian has affiliated broker-dealers through the common ownership of our parent company and as a result of certain employees holding securities licenses. Acadian will not utilize the services of any of these firms to trade for the accounts of any firm client. Acadian will also abide by any restrictions imposed by a client regarding the use of any specific broker-dealer including those that may be an affiliate of a client.

Access Persons are expected to respond truthfully and accurately to all requests for information. With general exceptions as outlined below, any reports, statements or confirmations described herein, submitted through the SCT system, or created under this Code will be treated as confidential to the extent possible.

Access Persons should be aware that copies of such reports, statements or confirmations, or summaries of each, may be provided to their supervisors, to senior management, to Old Mutual's compliance, internal audit, legal or risk management teams, to compliance personnel and the Board of Directors of any registered investment company client, to outside counsel, and/or to regulatory authorities upon appropriate request. To the extent possible, efforts will be made to preserve the confidentiality of any personal information contained on any such report prior to providing is to the requesting party.

A. REPORTING OF ACCESS PERSON INVESTMENT ACCOUNTS

All Access Persons are required to notify the Compliance Group in writing of any investment account in which he or she has direct or indirect beneficial interest in which a security can be purchased.

B. DUPLICATE STATEMENTS

Acadian's Compliance Group, in its discretion, will determine if the receipt of duplicate investment account statements for any Access Person's investment account will further enhance the Compliance Group's ability to oversee and enforce the Code.

Updated as of January 2016 22

The purpose of receiving "duplicates" is to independently confirm Code compliance, especially as it relates to compliance with pre-clearance of trades, the blackout period, and reporting.

Duplicate investment account statements will typically be requested directly from the broker or adviser for any Access Person investment accounts where the Access Person exercises investment discretion over the account and has the ability to trade in covered securities including individual stocks, Acadian or affiliated managed funds, or other types of covered securities that may conflict with the type of investments Acadian makes for our clients.

Despite making such a request of a broker or adviser, we cannot guarantee a response. In such instances, the Compliance Group will make a determination if an alternative source of receiving statements should be pursued, including requesting statements directly from the Access Person.

Duplicate investment account statements are typically not requested or received for the following types of accounts:

o accounts in which individual stocks, bonds, Depositary Receipts, ETFs, and Acadian advised or sub-advised mutual funds cannot be purchased or sold;

o accounts where the Access Person has no direct or indirect influence or control over transactions in the account; and

o Acadian's 401K and deferred compensation plan accounts.

C. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

All Access Persons must strictly comply with Acadian's policies and procedures regarding personal securities transactions in covered securities including requesting pre-clearance before trading in a covered security.

PRE-CLEARANCE APPROVAL IS TYPICALLY ONLY EFFECTIVE ON THE DAY GRANTED.

Pre-clearance requests, once granted, are only effective until the close of the market on which the "cleared" security trades. If the trade is not executed before market close on the day the pre-clearance was requested and granted, then the request would need to be re-submitted the following day. For example, pre-clearance requests granted on Monday in the U.S. for a security trading in the U.S. are effective until the close of U.S. markets that Monday.

One exception relates to the pre-clearance of a security trading on a foreign exchange. A request to trade a security trading on a foreign exchange made after close of the exchange but prior to the reopen of the exchange for the next trading day would be approved until the close of that foreign exchange on the next trading day.

No one, including the Chief Compliance Officer, is authorized to approve his or her own trades.

D. PRE-APPROVAL OF POLITICAL CONTRIBUTIONS

Each Acadian employee or consultant who is an Access Person must submit a pre-approval request to a member of the Compliance Group and receive compliance approval prior to making any political contribution to any "official" of a "government entity" regardless of contribution amount. Please refer to the Political Contributions section of the Code s for the definition of official, government entity, and additional details.

Updated as of January 2016 23

E. QUARTERLY REPORTING

1. TRANSACTIONS

Within one month of each quarter end (i.e. end of April, July, October, and January) all Access Persons must submit a quarterly report to the Compliance Group to report either no reportable trading activity or all transactions involving covered securities in which they have direct or indirect Beneficial Ownership and the account in which the security was purchased or sold.

2. GIFTS AND ENTERTAINMENT

Each Access Person must submit a report within one month of each quarter end (end of April , July, October, and January) to report any gifts or entertainment received from any person or organization doing or seeking to do business with Acadian. Supervisor approval is required on any form where there is something to report. A report is required even if there is nothing to report but supervisor approval on such report is not required.

3. PRIVATE INVESTMENTS

Within one month of each quarter end (end of April, July, October, and January) all Access Persons must submit a report to certify that they either have no private investments to report or attest to all pre-existing private investments including any that were acquired within the previous quarter.

4. POLITICAL CONTRIBUTIONS

Each Access Person must submit a report within one month of each quarter end (end of April , July, October, and January) to report any political contributions made to any official of a government entity as defined in the Code. A signed report is required even if there is nothing to report.

F. ANNUAL REPORTING

By January 31 of each year, each Access Person must complete and submit a listing as of December 31 of the prior year of:

(1) each investment account in which they have a direct or indirect interest in which a security can be purchased;

(2) their investment holdings in covered securities (including a separate report for "private investments") including security name, share amount, price per share and principal amount;

(3) a listing of all non-Acadian and non-investment related directorships or partnerships in which they are involved; and

(4) a list of all political contributions made including candidate name, elected office, amount, and date.

(5) Any other reports requested by the Compliance Group specific to the Access Person.

Your year-end investment holdings report must contain ALL holdings in covered securities in ANY COVERED ACCOUNTS including those positions held in Acadian's 401K plan, and deferred compensation plan.

On an annual basis, each Access Person will also be required to provide certification of their receipt of the Code of Ethics and an acknowledgement of their obligation to comply with its requirements.

G. NEW HIRE REPORTING

New Access Persons are required to file the following attestations within TEN
(10) BUSINESS DAYS of their hire date:

     a.   Initial Affirmation acknowledging receipt of and compliance with the
          Code.

b. Initial Report of Reportable Investment Accounts.

c. Initial Report of Securities Holdings.

d. Access Person Partnership Involvement Relationship Report.

e. Access Person Report of Director/Relationship Involvement.

f. Access Person Report of Political Contributions for prior two years from hire date.

H. REVIEW AND ENFORCEMENT OF PERSONAL TRANSACTION COMPLIANCE AND GENERAL CODE COMPLIANCE

The Compliance Group will periodically review personal securities transactions reports and other reports submitted by Access Persons. The review may include, but not limited to, the following:

a. An assessment of whether the Access Person followed the Code and any required internal procedures, such as pre-clearance, including the comparison of "Pre- clearance" submissions to any account statements that may have been received from brokers, advisers or other sources;

b. Comparison of personal trading to any blackout period;

c. An assessment of whether the Access Person and Acadian are trading in the same securities and, if so, whether clients are receiving terms as favorable as the Access Person;

d. Periodically analyzing the Access Person's trading for patterns that may indicate potential compliance issues including front running, excessive or short term trading or market timing; and

e. Any pattern of trading or activity raising the appearance that the Access Person may be taking advantage of their position at Acadian.

Before any determination is made that a code violation has been committed by an Access Person, the Access Person will have the opportunity to supply additional explanatory material. If the Chief Compliance Officer initially determines that a material violation has occurred, he will prepare a written summary of the occurrence, together with all supporting information/documentation including any explanatory material provided by the Access Person, and present the situation to Acadian's Compliance and Risk Committee, and, if the CCO and Committee deem it necessary, to the Acadian Executive Committee or Board of Managers. Depending on the incident, Old Mutual's Legal and Compliance groups may become involved as well as outside counsel for evaluation and recommendation for resolution.

Acadian's CCO reports all Code violations and their resolution, regardless of materiality, to Acadian's Compliance and Risk Committee at least quarterly. Further, if the CCO and the Committee deem it necessary, a Code violation may also be reported to the Acadian Executive Committee, the Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

I. CERTIFICATION OF COMPLIANCE

1. INITIAL CERTIFICATION. Compliance with the Code is a condition of hire and ongoing employment at Acadian. Each Access Person is provided with a copy of the Code when hired and receives training on the Code from a Compliance Officer. Acadian requires all Access Persons to certifythat they have: (a)

Updated as of January 2016 25

received a copy of the Code; (b) read and understand all provisions of the Code; and (c) agreed to comply with the terms of the Code.

2. ACKNOWLEDGEMENT OF AMENDMENTS. Acadian will provide Access Persons with any material amendments to our Code and Access Persons will submit an acknowledgement that they have received, read, and understood the amendments to the Code. Acadian and members of our compliance staff will make every attempt to bring important changes to the attention of Access Persons.

3. ANNUAL CERTIFICATION. All Access Persons and supervised persons are required annually to certify that they have received, read, understood, and complied with the Code.

Acadian has certain disclosure obligations to our clients and regulators. Each Access Person has an immediate and ongoing obligation to notify a Compliance Officer if any of the responses to the questions listed below are "yes" or become "yes" at anytime.

(1) In the past ten years, have you:

(a) been convicted of or plead guilty to nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?

(b) been charged with any felony?

(2) In the past ten years, have you:

(a) been convicted of or plead guilty or nolo contendere ("no contest") in a domestic, foreign or military court to a misdemeanor involving:
investments or an investment related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

(b) been charged with a misdemeanor listed in 2(a)?

3. Has the SEC or the Commodity Futures trading Association (CFTC) ever:

(a) found you to have made a false statement or omission?

(b) found you to have been involved in a violation of SEC or CFTC regulations or statutes?

(c) found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) entered an order against you in connection with investment related activity?

(e) imposed a civil money penalty on you or ordered you to cease and desist from any activity?

4. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:

Updated as of January 2016 26

(a) ever found you to have made a false statement or omission, or been dishonest, unfair, or unethical?

(b) ever found you to have been involved in a violation of investment related regulations or statutes?

(c) ever found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) in the past ten years, entered an order against you in connection with an investment related activity?

(e) ever denied, suspended, revoked or otherwise prevented you from associating with an investment related business?

5. Has any self-regulatory organization or commodities exchange ever:

(a) found you to have made a false statement or omission?

(b) found you to have been involved in a violation of its rules?

(c) found you to have been the cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) disciplined you by barring or suspending you from association with other advisers or otherwise restricting your activities?

6. Has the authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?

7. Are you the subject of any regulatory proceeding?

8. Has any domestic or foreign court:

(a) in the past ten years, enjoined you in connection with any investment related activity?

(b) ever found that you were involved in a violation of investment related statutes or regulations?

(c) ever dismissed, pursuant to a settlement agreement, an investment related civil action brought against you by a state or foreign financial regulatory authority?

9. Are you now the subject of any civil proceeding that could result in a "yes" answer to item 8 above?

Acadian will maintain the following records pertaining to the Code in a readily accessible place:

o A copy of each Code that has been in effect at any time during the past five years;

o A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

Updated as of January 2016 27

o A record of all acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an Access Person (these records must be kept for five years after the individual ceases to be an Access Person of Acadian);

o Holdings and transactions reports made pursuant to the Code;

o A list of the names of persons who are currently, or within the past five years were, Access Persons;

o A record of any decision and supporting reasons for approving the acquisition of covered securities by Access Persons including IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted;

o A record of persons responsible for reviewing Access Persons' reports currently or during the last five years; and

o A copy of reports provided to the Board of Directors of any U. S. registered management investment company for which Acadian acts as adviser or sub-adviser regarding the Code.

Acadian will include on Schedule F of Form ADV, Part 2A a description of Acadian's Code and a description of conflicts identified with our investment process and operations. We will deliver a copy of Form ADV, Part 2A to each client annually and will provide a copy of our Code to any client or prospective client upon request.

RESPONSIBILITY TO KNOW THE RULES

Access Persons are responsible for their actions under the law and are therefore required to be sufficiently familiar with applicable federal and state securities laws and regulations to avoid violating them. Claimed ignorance of any rule or regulation or of any requirement under this Code or any other Acadian policy or procedure is not a defense for employee misconduct.

A. EXCESSIVE OR INAPPROPRIATE TRADING

Acadian understands that it is appropriate for Access Persons to participate in the public securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that limits potential conflicts with the interests of any client account. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades, or other measures as deemed appropriate by the Compliance Group), may compromise the best interests of any client if such excessive trading is conducted during the workday or using Acadian resources. Accordingly, if personal trading rises to such dimension as to create an environment that is not consistent with the Code, such personal transactions may be brought to the attention of the Access Person's supervisor and may not be approved or may be limited by the Compliance Group.

Updated as of January 2016 28

B. TRAINING AND EDUCATION

NEW HIRES

Employment at Acadian is contingent upon compliance with the Code. Each new hire receives a copy of the Code and must complete an affirmation of receipt and understanding. A member of the Compliance Group will meet with each new hire within their first week of employment to review the Code and to respond to any questions.

ANNUAL

Mandatory annual Code training is required for all Access Persons. This training will be developed and led if in person by members of the Compliance Group and will reinforce key sections of the Code as well as any other hot button areas as determined by business changes or regulatory focus.

C. EXECUTIVE COMMITTEE AND COMPLIANCE AND RISK COMMITTEE APPROVAL

The Code will be submitted to Acadian's Executive Committee, as representatives of the Board of Managers, annually for approval. Any material amendments will also be sent to the Executive Committee for approval. Such approvals will also be obtained from the Compliance and Risk Committee.

D. REPORT TO THE BOARD(S) OF INVESTMENT COMPANY CLIENTS

At the frequency requested and in compliance with Rule 17j-1 of the Investment Company Act of 1940, Acadian will comply with any reporting requirements imposed by the Board of Directors of each of our U.S. registered investment company clients as well as any other reporting related to our Code requested by any client. A copy of our Code is provided to clients and prospects upon request. Reports typically provided to Fund Board's include a description of any issues arising under the Code since the last report, information about material violations of the Code, sanctions imposed in response to such violations, and any material changes made to the Code. Acadian will also provide reports when requested certifying that we have adopted procedures reasonably necessary to prevent Access Persons from violating the code.

E. REPORT TO SENIOR MANAGEMENT

The Chief Compliance Officer will provide a report on a quarterly basis to Acadian's Compliance and Risk Committee noting any violations of the Code. Any material violations will be escalated promptly.

F. REPORTING VIOLATIONS AND WHISTLEBLOWING PROTECTIONS

Acadian is committed to fostering an environment of ethical and fair business conduct that requires all employees to act honestly and with integrity at all times. Employees are required to report to the Chief Compliance Officer or a senior manager all potential instances of serious malpractice, material violations of company policies, and material violations of the Code. Employees are required to cooperate fully with any and all investigations into such matters. Failure to adhere to these policies will be considered a violation of the Code and will subject the employee to disciplinary action including the potential for termination of employment.

Good faith reports of such potentially serious or material violations may be made without fear of retribution either directly to the Chief Compliance Officer or on a confidential basis via either a written statement in a sealed envelope or in any other way the Access Person feels is necessary

Updated as of January 2016 29

to preserve his or her confidentiality. A report can also be made to the Old Mutual Fraud Hotline listed in the Fraud section below. These reports will be treated as confidential and the source of the report protected to the extent permitted by law provided that the "whistleblower" (1) genuinely believes that the knowledge or suspicions disclosed are true and relate to serious malpractice; and (2) that the communication is clear from the outset that a confidential "whistleblowing" disclosure is being made. All such reports will be investigated promptly and thoroughly and all legal requirements will be complied with.

G. FRAUD POLICY

All Acadian employees are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. The commission of a fraud of any kind is prohibited. Failure by any Acadian employee to comply with this policy could result in disciplinary action being taken against that individual.

For the purpose of the Code, fraud is defined as: "Any deliberate action or inaction involving dishonesty or deception, which may result in the diminution of client account or shareholder value, either through financial loss or reputational damage, whether or not there is personal benefit to the fraudster."

WHAT CONSTITUTES FRAUD?

The legal definition of fraud may vary depending on the legal statutes of the various jurisdictions in which Acadian operates. In some jurisdictions, no precise legal definition of fraud exists, although many of the offenses referred to as fraud may be prohibited by local statute or be deemed criminal offenses by local statute. The term is generally used to describe acts such as:
deception, bribery, forgery, extortion, corruption, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion. Some examples of fraud include, among others:

o Dishonest or fraudulent activities, such as embezzlement, deceit, collusion or conspiracy

o Bribery, corruption or abuse of office

o Theft

o Abuse or misuse of company property

o Deliberate misapplication or misappropriation of company funds or assets

o Deliberate or suspicious unacceptable loss of assets in the care of any member of OMAM

o Forgery or alteration of documents

o Making use of or knowingly possessing forged or falsified documents

o Providing false or misleading information

o Deliberate theft, sale or misuse of sensitive documentation or information

o Deliberate false creation of records within or unauthorized amendments to databases, administration systems and accounting records

o Targeted attempts to use technology/electronic communications to hack or breach security controls

o Intentional destruction (excepted as allowed per our Record Management Policy) or suspicious disappearance of records

o Concealment of material facts

o Deliberate intentional misapplication of accounting principles

o Any improper act, which may damage the reputation of OMAM or any of its members

o Any similar or related activity or irregularity

Fraud can be perpetrated internally by employees or contractors, externally by clients, intermediaries or other third parties.

Updated as of January 2016 30

Any individual who is unclear as to what may constitute an act of fraud should seek further guidance from his/her direct manager or from the Chief Compliance Officer as appropriate.

WHAT SHOULD I DO IF I SUSPECT FRAUD HAS BEEN COMMITTED?

All staff is encouraged to immediately report any fraud that is suspected or discovered. Any such activity should be reported initially to their immediate manager and/or the Chief Compliance Officer, except where either of those individuals is suspected of involvement.

Immediate managers are responsible for reporting all instances of suspected or discovered fraud to the Chief Compliance Officer who is responsible for escalating as required under relevant firm policy.

The reporting of suspected or known fraud may be made and will be investigated in accordance with the Whistleblowing policies described within the Code and, if made in good faith, will be protected from retaliation. Acadian respects the right of an individual to retain anonymity when reporting fraud using the contact information provided below:

Molly Mugler, SVP,General Counsel
617.369.7321 mmugler@oldmutualus.com

Old Mutual Fraud Hotline 855 326 9742 (in US) 0800 0285 010 (in UK)

Webform URL:
WWW.REPORTLINEWEB.COM/OLDMUTUALHOLDINGS

International Webform:
HTTPS://IWF.TNWGRC.COM/OLDMUTUALHOLDINGS

H. REGULATION FD

As an affiliate of OM Asset Management plc ("OMAM"),a publicly traded company, Acadian is committed to fair disclosure of information related to Acadian or OMAM that could influence the value of OMAM's securities and will not act to advantage any particular analyst or investor, consistent with the United States Securities and Exchange Commission's (the "SEC's") Fair Disclosure Regulation ("Regulation FD").

OMAM will continue to provide current and potential investors with information reasonably required to make an informed decision on whether to invest in OMAM's securities, as required by law or as determined appropriate by OMAM management.

Acadian prohibits employees from making any disclosure of material nonpublic information about Acadian or OMAM to anyone outside Acadian (other than for business purposes to persons who first are obliged to maintain confidentiality with respect to such information) unless OMAM discloses it to the public at the same time in a manner consistent with Regulation FD. Examples of activities subject to this policy include:

o Quarterly earnings releases and related conference calls;

o Providing guidance as to OMAM's financial performance or results;

o Contact with financial analysts covering OMAM;

o Reviewing analyst reports and similar materials;

o Referring to or distributing analyst reports regarding OMAM;

o Analyst and investor visits;

o Speeches, interviews, seminars and conferences;

Updated as of January 2016 31

o Responding to market rumors;

o Responding to media inquiries regarding financial or other material events; and

o Postings on Acadian's or OMAM's website.

DEFINITIONS OF "MATERIAL" AND "NONPUBLIC"

Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or it could reasonably be expected to have a substantial effect on the price of OMAM's securities. While it is not practical to compile an exhaustive list, information concerning any of the following items specific to Acadian or OMAM should be reviewed carefully to determine whether such information is, or is not, material:

o Earnings, including whether OMAM will or will not meet expectations;

o Changes in Acadian assets under management;

o Material change in the number of clients;

o Mergers, acquisitions, tender offers, joint ventures, or changes in assets under management;

o Acquisition or loss of an important client or contract;

o Changes in senior management;

o Changes in compensation policy;

o A change in auditors or auditor notification that Acadian or OMAM may no longer rely on an audit report;

o A change in an auditor's opinion with respect to Acadian's or OMAM's financial statements;

o The issuance by the auditors of a going concern qualification;

o Financings and other events regarding OMAM's securities (e. g. , defaults on debt securities, calls of securities for redemption, repurchase plans, stock splits, public or private sales of additional securities);

o Transactions with directors, officers or principal security holders;

o Regulatory approvals or changes in regulations and any analysis of how they affect OMAM; and o Significant litigation.

"Nonpublic" information is information that has not been previously disclosed to the general public by means of a press release, SEC filing or other media for broad public access. Disclosure to even a large group of analysts or stockholders does not constitute disclosure to the public.

I. SANCTIONS

Any violation of the Code may result in disciplinary action including, but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

The following is a non-exclusive list of factors that will be considered when determining the appropriateness of any sanction related to a Code violation:

o What requirement was violated

o Client harm

o Frequency of occurences

o Evidence of willful or reckless disregard of the Code requirement

o Your honest and timely cooperation

--------------------------------------------------------------------------------
PERSONS RESPONSIBLE FOR CODE ENFORCEMENT
--------------------------------------------------------------------------------

          CHIEF COMPLIANCE OFFICER:            SCOTT DIAS
          SENIOR COMPLIANCE OFFICER:           CYNTHIA KELLY
          COMPLIANCE OFFICER:                  ALISON PEABODY
          COMPLIANCE OFFICER:                  KRISTIN WILL
          COMPLIANCE OFFICER:                  MICHAEL KELSEY

TRAINING AND CERTIFICATION

Training on Code requirements will be provided by members of the Compliance Group. Additional training on firm policies may also be provided by members of the Human Resources Group.

Acadian's Compliance and Risk Committee, Executive Committee, and our Board of Managers are also responsible for Code implementation and enforcement.

All Access Persons will be subject to annual Code of Ethics training. A copy the Code and any amendments will be provided to all Access Persons and supervised persons annually along with a request for a written acknowledgment of receipt and compliance.

Do not hesitate to contact any member of the Compliance Group with questions by either emailing COMPLIANCE-REPORTING@ACADIAN-ASSET.COM or contacting one of the individuals below.

CKELLY@ACADIAN-ASSET.COM or x6837
APEABODY@ACADIAN-ASSET.COM or x6875
KWILL@ACADIAN-ASSET.COM or x6849
MKELSEY@ACADIAN-ASSET.COM or x3531
SDIAS@ACADIAN-ASSET.COM or x3519

A. CFA Institute Asset Manager Code of Professional Conduct

Updated as of January 2016 33