MORGAN LEWIS

August 28, 2017

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 portfolios of the Trust: Cambiar Opportunity Fund, Cambiar International Equity Fund, Cambiar Small Cap Fund, Cambiar Global Ultra Focus Fund (formerly, Cambiar Unconstrained Equity Fund), Cambiar SMID Fund, Cambiar Global Equity Fund and Cambiar International Small Cap Fund (the "Funds"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 284 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 Funds; 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 reference to our firm under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the incorporation by reference in Post-Effective Amendment No. 284 to the Registration Statement of The Advisors' Inner Circle Fund (Form N-1A: File No. 033-42484) of our report dated June 29, 2017, on the financial statements and financial highlights of the Cambiar Opportunity Fund, Cambiar International Equity Fund, Cambiar Small Cap Fund, Cambiar Global Ultra Focus Fund, Cambiar SMID Fund, Cambiar Global Equity Fund and Cambiar International Small Cap Fund (seven of the series constituting The Advisors' Inner Circle Fund) (the "Funds"), included in the Funds' Annual Report to shareholders for the year ended April 30, 2017.

                                                       /s/ Ernst & Young LLP

Philadelphia, Pennsylvania
August 25, 2017

CODE OF ETHICS

DEFINITIONS:
For purposes of this Code of Ethics:

ACCESS PERSON: is defined as any "supervised person" who has access to nonpublic information regarding clients' purchases or sales of securities, is involved in making investment recommendations to clients, or has access to such investment recommendations that are non-public. Access persons may include directors, officers, portfolio managers, and other employees, including administrative, technical and clerical personnel who have access to inside information. All officers and employees will be considered Access Persons unless exempted, in writing, by the Company's Chief Compliance Officer.

COMPANY OR DM COMPANY: includes Drexel Morgan & Co. ("DM"), The Haverford Trust Company ("HTC"), Haverford Trust Securities, Inc. ("HTSec"), Haverford Financial Services, Inc. ("HFS") and Drexel Morgan Capital Advisers ("DMCA").

COMPLIANCE OFFICER DESIGNEE: for purposes of personal transaction reporting, the Compliance Officer's Designee is Schwab Compliance Technologies, Web address:
https://client.schwabct.com/login.do.

DIRECTOR: is defined as any appointed or elected member of the board of directors of a DM Company who, with other directors, has the responsibility for determining and implementing the Company's policy.

DISINTERESTED DIRECTOR: Pursuant to the definition of Access Person provided in Rule 204A-1(e)(1)(ii) of the Investment Advisers Act of 1940, as the primary business of Drexel Morgan & Co. is not providing investment advice, any director on the Drexel Morgan & Co. Board who does not otherwise meet the definition of an Access Person will be deemed a Disinterested Director.

For purposes of the Company's insider trading and personal transaction reporting policies only, a director who attends an Investment Selection Committee meeting or a "Monday Morning" HTC meeting, thereby potentially possessing information regarding anticipated trades by any Company will be subject to the insider trading and transaction reporting policies discussed below. If a director does not attend an Investment Selection Committee meetings, or Monday Morning meeting the director shall be exempt from insider trade reporting. This definition does not apply to directors of DM, HFS or DMCA. In compliance with Rule 204A-1(e)(1)(ii) of the Investment Advisers Act of 1940:

o as providing investment advice is not the primary business of DM, directors who do not meet the definition of "Access Person" need not report personal trades. These individuals are considered Disinterested Directors;

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APRIL 2017

o as providing investment advice is the primary business of HFS and DMCA, individuals who meet the definition of "Access Person," INCLUDING ALL DIRECTORS, are required to report personal trades.

FEDERAL SECURITIES LAWS: include, but are not necessarily limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

COMPANY CHIEF COMPLIANCE OFFICER ("COMPANY CCO"): the Chief Compliance Officer of the company which the individual has his/her primary relationship with, as follows:

Drexel Morgan & Co.:                                      MarieElena Ness
Haverford Financial Services, Inc.:                       MarieElena Ness
Haverford Trust Securities, Inc.:                         MarieElena Ness
The Haverford Trust Company:                              MarieElena Ness
Drexel Morgan Capital Advisers, Inc.:                     Adrea Scaramucci

COMPANY PRESIDENT the President of the company which the individual has his/her primary relationship with, as follows:

Drexel Morgan & Co.:                                      George Connell
Haverford Financial Services, Inc.:                       Joseph McLaughlin
Haverford Trust Securities, Inc.:                         Binney Wietlisbach
The Haverford Trust Company:                              Binney Wietlisbach
Drexel Morgan Capital Advisers, Inc.:                     James McCabe

HOUSEHOLD MEMBER: is defined as a member of an Access Person's immediate family living in the same household as the Access Person including, but not limited to, the Access Person's spouse, children, parents and siblings.

POLITICAL CONTRIBUTION: includes any gift, subscription, loan, advance or deposit of money or anything of value made for the purpose of influencing the outcome of an election. This includes, but is not limited to, money provided for the benefit of incumbents and candidates for office, as well as to political parties and other entities involved in supporting candidates and influencing the public on issues of public policy.

CODE OF ETHICS
The Code is predicated on the principle that we owe a fiduciary duty to our clients. The Company expects that every officer, director and employee will conduct his or her personal investment activities in accordance with (i) the duty to place the interests of the Company's clients first at all times, (ii) the requirement that all personal securities transactions be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility, (iii) the fundamental ethical

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standard that an officer, director or employee should not take inappropriate advantage of his or her position, and (iv) applicable Federal Securities Laws.

In view of the foregoing, the Company has adopted this Code of Ethics to specify a code of conduct for certain types of securities transactions which might involve violation of Federal Securities Laws, conflicts of interest or an appearance of impropriety, and to establish reporting requirements and enforcement procedures. Any person who violates these policies is subject to disciplinary action by the Company, which may include immediate termination.

INSIDER TRADING
The purchase or sale of securities, whether for a person's own account or for the accounts of others (including clients), or the recommendation to others of the purchase or sale of securities by an officer, director or employee of the Company who possesses material "inside information" is unlawful under the Federal Securities Laws. A person in possession of material inside information must, before effecting transactions in the affected security, disclose to the public such information or, if unable to do so (E.G., in order to protect a corporate confidence), must abstain from trading in or recommending such securities until the information is disclosed to the public. Similarly, using material inside information for, or divulging material inside information only to one's clients, who then act on the basis of the information, violates the federal securities law.

The Company may have exposure to liability or penalties under Federal Securities Laws for insider trading or other improper use of information by its officers, directors or employees. Trading in the securities of a publicly-owned company while in possession of inside information may give rise to private damage lawsuits against the officer, director or employee and the Company. Disclosure of material inside information to a spouse or other relative, business or social acquaintance or other person who purchases or sells securities based on such inside information may also result in liability on the part of both the person providing the information (the "Tipper") and the person receiving the information (the "Tippee"), regardless of whether the Tipper personally benefited economically from the use of such information.

POLICY AGAINST TRADING WHILE IN POSSESSION OF INSIDE INFORMATION No officer, director, or employee may purchase or sell securities for his or her personal portfolio or for the portfolio of others, or recommend to others the purchase or sale of securities, while in possession of material inside information. This policy applies to every officer, director and employee and extends to activities within and outside their duties at the Company.

The term "insider trading" is not specifically defined in the Federal Securities Laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to the communication of material nonpublic information to others.

WHO IS AN INSIDER?
The concept of an "insider" is extremely broad. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a

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company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations.

WHAT IS MATERIAL INFORMATION?
Trading on inside information is not a basis for liability unless the information is material. Generally "material information" is defined as (i) information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decision to purchase, sell or hold a security, or (ii) information that is reasonably certain to have a substantial effect on the market price of a company's securities. Information that officers, directors and employees should consider material includes, but is not limited to:

o dividend changes (or a company's intent to declare a dividend)
o earnings estimates
o changes in previously released earnings estimates
o significant merger or acquisition proposals or agreements
o major litigation
o liquidity problems
o extraordinary management developments.

The list above is not intended to be complete and many items of information become material when taken together with other disclosed or undisclosed information. If there is any reasonable question about whether or not any particular material is material, the following rule should be observed: if there is any doubt that the information is material, the information should be treated as being material.

In addition, the knowledge that the Company or its affiliates is considering purchasing or selling a security, or recommending the purchase or sale of a security to clients, should ordinarily be considered inside information. The only exemption is certain Exempt Securities (as defined below), which, by their nature, are unlikely to be affected by such trades or recommendations.

WHAT IS NONPUBLIC INFORMATION?
Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in THE WALL STREET JOURNAL or other publications of general circulation would be considered public.

PENALTIES FOR INSIDER TRADING
Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and for their employers. A person may be subject to some or all of the penalties below, even if he or she does not personally benefit from the violation. Penalties include:

o civil injunctions
o disgorgement of profits
o jail sentences

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o fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited
o fines for the employer or other controlling person of up to the greater of $l,000,000 or three times the amount of the profit gained or loss avoided

IMPLEMENTATION OF THE INSIDER TRADING POLICY AND CODE OF ETHICS
The following procedures have been established to aid the officers, directors and employees of the Company in avoiding insider trading and certain other transactions which might involve a conflict of interest or an appearance of impropriety. The procedures have also been designed to aid the Company in preventing, detecting and imposing sanctions against persons who engage in insider trading and certain other transactions which might involve a conflict of interest or an appearance of impropriety. Every officer, director and employee of the Company must be provided with a copy of this Document, as well as any amendments, and must acknowledge receipt of same in writing. Additionally, every officer, director, and employee of the Company must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Company CCO.

IDENTIFYING INSIDER INFORMATION
Before trading in the securities of a company about which you may have potential inside information (for yourself or for others), you should ask yourself the following two questions:

1. Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that could substantially affect the market price of the securities if generally disclosed?

2. Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in THE WALL STREET JOURNAL or other publication of general circulation?

REPORTING SUSPECTED INSIDER INFORMATION
If after considering the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should follow the following procedures:

1. Report the matter immediately to the Company CCO or Company President.
2. Do not purchase or sell the securities on behalf of yourself or others, including private accounts managed by the Company, without prior written authorization of the Company CCO or Company President.
3. Do not communicate the information to any person (whether inside or outside the Company), other than to the Company CCO or Company President.
4. Upon a determination by the Company CCO or Company President that the information is material and nonpublic, instructions will be issued promptly to:

(a) halt temporarily all trading by the Company in the security or securities of the pertinent issuer and all recommendations of such security or securities;

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(b) ascertain the validity and nonpublic nature of the information with the issuer of the securities; and

(c) request the issuer or other appropriate parties to disseminate the information promptly to the public, if the information is valid and nonpublic.

5. In the event the information is not publicly disseminated, the Company will consult its counsel and request advice as to what further steps should be taken, including possible publication by the Company of the information, before transactions or recommendations in the securities are resumed.

6. Upon a determination by the Company CCO or Company President that the information is not material or public, you will be allowed to trade and communicate the information.

RESTRICTING ACCESS TO MATERIAL NONPUBLIC INFORMATION
Information in your possession that has been identified (by you or the Company CCO) as material and nonpublic may not be communicated to anyone, including persons within the Company, except as provided in this Section. Files containing material nonpublic information should be kept locked and access to computer files containing material nonpublic information should be restricted.

CONFIDENTIALITY OF INFORMATION
Investment decisions made by the Company, may not be disclosed to anyone including a spouse, other relative, or a social or business acquaintance.

PROCEDURES FOR PERSONAL SECURITIES ACCOUNTS
No Access Persons may, without prior written notification to and prior written approval from, the Company CCO or other Compliance team member, open or otherwise establish any account in which securities transaction can be effected an which the Access Person has a beneficial interest.

An Access Person is presumed to have a beneficial interest in, and to have established, an account that is held by:

a) the spouse of the Access Person;
b) a child of the Access Person or of the Access Person's spouse, provided that the child resides in the same household or is financially depended upon the Access Person;
c) any other related individual over whose account the Access Person has control;
d) any other individual over whose account the Access Person has control and to whose financial support the Access Person materially contributes.

For purposes of the Company's Insider Trading Policy, the following securities are exempt securities ("Exempt Securities"):

1. Securities issued by the Government of the United States (I.E., U.S. Treasury securities), short-term debt securities which are "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (which includes securities of the U.S. Government and its instrumentalities, including Fannie Mae and

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Freddie Mac), bankers' acceptances, bank certificates of deposit, commercial paper, and shares of unaffiliated registered open-end investment companies.
2. Securities purchased or sold in any account over which the officer, director or employee has no direct or indirect influence or control (for example, managed accounts).
3. Securities purchased or sold in a transaction which is non-volitional on the part of the officer, director or employee or Household Member, as applicable.
4. Securities acquired as a part of an automatic dividend reinvestment plan, including shares of affiliated mutual funds.
5. Securities acquired upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
6. Securities acquired or purchased under a BONA FIDE employee benefit plan or BONA FIDE employee stock option plan.

While Access Persons are permitted to maintain personal brokerage accounts with a firm of their choosing, accounts opened/maintained at one of the following firms are not subject to a reporting fee of $50/account which is assessed by the Compliance Officer's Designee and will be passed along to the employee who owns the effected account:

o Charles Schwab
o E*Trade
o Haverford Trust Securities, Inc.
o Merrill Lynch
o Morgan Stanley Smith Barney
o TD Ameritrade
o The Haverford Trust Company
o UBS
o Vanguard
o Wachovia/Wells Fargo

Accounts of current employees which have previously been reported are grandfathered and therefore not subject to the $50/account fee.

BLACKOUT LISTED SECURITIES
The Company CCO, or her designee, maintains a list of securities in which the Company is currently trading for clients and/or a list of securities currently being considered by the Investment Selection Committee for purchase or sale for clients (the "Blackout List"). The list is circulated to all employees of the Company after each Investment Selection Committee meeting and other times as may be appropriate. The list for a given meeting will also be circulated to any non-employee director who attended such Investment Selection Committee meeting. No employee may buy or sell any security on the Blackout List for his or her personal portfolio or the portfolio of a Householder Member until such security has been removed from the Blackout List. Similarly, no non-employee director who attends an Investment Selection Committee meeting may buy or sell any security on the Blackout List for his or her personal portfolio or the portfolio of a Householder Member until the such security has been removed from the Blackout List or, if earlier,

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the holding of the next Investment Selection Committee meeting which such non-employee director does not attend.

INITIAL PUBLIC OFFERINGS AND PRIVATE OFFERINGS
Purchases of securities in initial public offerings ("IPOs") and private offerings (those made without registration under the securities laws under an exemption) are treated differently than securities purchased in the open market. Participation in IPOs or private offerings is often speculative, and may not be consistent with the Company's overall policy for standards to be maintained by employees. In addition, in some cases an IPO or private offering may be a suitable investment for a particular account, and the participation therein by officers and employees may hinder the ability of such account to participate in such offering. Accordingly, regardless of whether or not the security is on the Blackout List, no employee or officer, nor any non-employee director, may purchase any security in an IPO or a private offering without first obtaining the written consent of the Company CCO and/or the Company President.

REPORTING PROCEDURES
As stated above, Access Persons must report all securities transactions by way of duplicate confirms and quarterly holding reports (whether effected through an account maintained at Haverford Trust Securities or otherwise) to the Company CCO or the her designee. This includes securities transactions by a Household Member.

The reporting procedures set forth below have been adopted in order to provide the Company with sufficient information to enable it to determine with reasonable assurance whether the provisions of this Code of Ethics are being observed by its employees, officers and directors.

INITIAL HOLDINGS REPORT
All officers, directors and employees must submit an initial holdings report listing all securities owned, as well as all brokerage or other securities accounts, to the Company CCO within 10 days of first becoming subject to the Code of Ethics' reporting requirements. The initial holdings report, which must be current as of a date no more than 45 days prior to the date the individual becomes an Access Person, should include all securities owned or securities accounts held by a Household Member and contain the following:

o the date the initial holding report is submitted to the Company CCO
o name and type of security
o ticker symbol or cusip number
o number of shares
o principal amount of each security owned
o custodian of the securities

DUPLICATE CONFIRMS AND QUARTERLY STATEMENTS
Each employee who is an Access Person shall submit duplicate confirms and quarterly statements to the Company CCO showing all securities transactions, even if he or she does not attend meetings of the Investment Selection Committee.

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All duplicate confirms and statements will be sent automatically to the Compliance Officer Designee from the various brokerage firms.

Confirms and statements shall include the name of the security, date and nature of the transaction (i.e., purchase, sale or other), quantity, price, and broker-dealer through which the transaction was effected.

If an officer, director or employee has no brokerage accounts with any other firms, they must provide the Company CCO with a signed statement stating such. All persons are personally responsible for notifying the Company CCO of any new accounts (for such person or other household members) that would require reporting under the Code of Ethics.

AUTOMATIC REINVESTMENT PLANS
Trades in unaffiliated mutual funds do not need to be reported. Officers, directors and employees who invest in affiliated mutual funds must report transactions, unless an automatic reinvestment plan is in effect or duplicate confirms and statements are sent to the Compliance designee.

POLITICAL CONTRIBUTIONS
HTC is prohibited from making domestic corporate contributions for political purposes. This includes contributions of "anything of value" such as the use of facilities, equipment and personnel unless reimbursement is made by political officials for said "value."

Except for HTC and HTSec, each DM Company is a registered investment adviser under the Investment Advisers Act of 1940 (the "Act"). The SEC has recently adopted Rule 206(4)-5 (the "SEC Rule") under the Act. The SEC Rule imposes record keeping and other requirements in connection with political contributions made by certain persons in an effort to reduce the influence of political contributions on the management of public assets. In addition, numerous governmental bodies (including, for example, the Commonwealth of Pennsylvania and the City of Philadelphia) have their own regulations and standards regarding political contributions. These rules contain both disqualification rules and reporting requirements. In order to address the requirements of the SEC Rule as well as requirements imposed by governmental bodies for which any DM company may seek to provide services, each DM Company is adopting the following Policy:

1. Beginning January 1, 2011, all political contributions made by any person described below must be reported to the Company CCO of the primary employing company of the individual.

2. Reporting of all political contributions will be required by any Covered Person. A Covered Person is any individual who is:

a. an employee of any DM Company;
b. a registered representative of HTSec;
c. an associated person listed on the Form ADV and for whom a U-4 is currently effective with respect to any one of the DM companies;
d. a director of any DM Company; and

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e. an employee, officer, consultant or director of any DM Company who is not otherwise included in the above if such person has as part of his or her duties the solicitation of business.

3. As indicated above, this Policy applies to almost every person who is an employee of or otherwise affiliated with any DM Company.

a. Note that any attempt to circumvent the Policy by doing indirectly what you are prohibited from doing directly under this Policy (e.g. funneling contributions through spouses or affiliated companies, soliciting or coordinating any Political Contribution, whether in cash or in kind, with the intent or for the purpose of influencing the obtaining or retaining of Municipal, State or Federal business for any DM affiliated companies) will be a violation of the Policy by the person orchestrating such contribution.

4. All Covered Persons are required to report all political contributions to the appropriate Company CCO.

a. All contributions in any amount must be reported to the appropriate Company CCO BEFORE the contribution is made, and cannot be made unless and until the Company CCO, or her designee, grants written permission.
b. In order to comply with SEC's on contributions limits, please note the following:

1. A Covered Person may contribute up to $350 to an official per election (with primary and general elections counting separately) if the Covered Person was entitled to vote for the official at the time of the contribution; and
2. A covered person may contribute up to $150 to an official per election (with primary and general elections counting separately) if the Covered Person was NOT entitled to vote for the official at the time of the contribution.

c. Any fundraising or bundling efforts on behalf of candidates for, or incumbents in, any election must be discussed with the Company CCO before being made and cannot be made without written authorization. Any funds you raise from others for such persons are attributable to you and, in turn, the Company. To the extent allowed by law, permission will be given to all such efforts.

5. This Policy requires reporting of all political contributions, even those made to political parties and to Political Action Committees.

6. Any Covered Person required by this Policy to report political contributions must submit the following information either electronically via e-mail, or in writing delivered to the appropriate Company CCO:

a. the name and title of the person who is proposing to make the contribution;
b. the exact person or entity to whom the contribution will be made;
c. the amount and anticipated date of the contribution;
d. the amount of any other contributions made by the donor to the same donee in the same campaign;

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e. whether the donor is legally entitled to vote for the candidate at the time the donation is made; and
f. whether you know of any connection between the candidate/incumbent and any governmental business that any DM Company currently has or is seeking to obtain.

7. Reports are encouraged to be filed as early as possible so that the Company CCO can review the facts and prohibit any particular proposed contribution if the facts warrant such action.

8. The Drexel Morgan & Co. CCO will maintain a database of all contribution reports filed by all persons regardless of the DM Company the reporting individual is affiliated with.

9. Failure by any person to report as required, or any attempt by any person to cause contributions to be made in a manner that would circumvent the reporting process, will be considered a breach of this Policy and the Code of Conduct applicable to all employees, and will be grounds for sanctions against such person, including dismissal.

GIFTS AND ENTERTAINMENT
Officers and Employees of The Haverford Trust Company should refer to that Company's Procedures for additional information regarding the giving or receiving of Gifts and Entertainment.

ACCEPTING GIFTS AND ENTERTAINMENT
It is the policy of the Company that no officer or employee may accept any gifts from a present or prospective client or supplier, regardless of value. The only exception will be where, with knowledge and approval of the CEO or President, the rejection of the gift will prove damaging to the Company, the gift is of nominal value and there is no corrupt intent as proscribed by federal law. In addition, only entertainment offered by clients or suppliers which is incidental to business meetings and that is customary, modest and occasional and does not have a corrupt intent may be accepted by an officer or employee.

CLIENT ENTERTAINMENT OR GIFTS
The above standards for the acceptance of gifts or entertainment do not apply to entertaining present or prospective clients or suppliers and to giving corporate gifts, etc. Normal business entertainment is appropriate, such as lunches, dinners, the theater, sporting events and the like. Excessive entertaining must be avoided, however, and it should be very clear that an individual representing the Company is not to provide directly or indirectly any money or other gratuity or the like to any individual, company, or government unit in return for doing business with the Company. Under no circumstances should any benefit or gift provided to any present or prospective client or supplier be of more than nominal value.

ANNUAL CERTIFICATION PROCEDURE
Each officer, director and employee is required to certify annually that he or she has read and understands this Code of Ethics, will abide by its terms and understands that he or she is legally bound by its terms. Each officer, director or employee is further required to certify that he or she

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has disclosed or reported all personal securities transactions by way of duplicate confirms and quarterly statements under the Code of Ethics.

ADDITIONAL PROCEDURES
The Compliance Officer or his or her designee shall review the reports received for personal transaction reporting and report to a Committee comprised of at least three members of the appropriate Company's Board of Directors:

1. any transaction that appears to evidence a violation of this Code of Ethics; and

2. apparent violations of the reporting requirement stated herein.

The Committee shall consider reports made to it hereunder and shall determine whether the policies established herein have been violated, and what sanctions, if any, shall be imposed on the violator including, but not limited to, a letter of censure, suspension or termination of employment of the violator, or the unwinding of the transaction and the disgorgement of any profits.

CONSULTATION
Any question which an officer, director or employee of the Company may have as to the applicability or interpretation of these policies in a particular case should be promptly submitted to the Company CCO for determination. Any violation of the Company's Code of Ethics must be promptly reported to the Company CCO.

EXCEPTIONS TO THIS CODE OF ETHICS
The Company CCO may make exceptions on a case-by-case basis of this Code of Ethics upon a determination that the conduct at issue involves a negligible opportunity for abuse or otherwise merits an exemption from the Code of Ethics. All such exemptions must be received in writing by the person requesting the exemption before becoming effective.

MISCELLANEOUS
This policy is not intended to be a statement of applicable law. It is not intended to create legal duties to anyone other than the Company. Its purpose is solely to provide guidance.

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

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THE DREXEL MORGAN COMPANIES
NEW EMPLOYEES
REPORT OF PERSONAL BROKERAGE ACCOUNTS

Complete Section I or II, as appropriate, and return to Mimi Ness or Adrea Scaramucci within 10 calendar days of your date of employment.

[ ] I. NO HOLDINGS TO REPORT

Neither I, nor any Household Member of mine, as defined in the Code of Ethics, currently have any brokerage accounts or securities holding to report in compliance with the Code of Ethics. I understand that if this changes, I must notify the Company Chief Compliance Officer within ten (10) days of such change.

[ ] II. HOLDINGS TO BE REPORTED

I, or a Household Member of mine, as defined in the Code of Ethics, currently have brokerage accounts or securities holdings to report in compliance with the Company's Code of Ethics.

[ ] I have attached a list of holdings, dated within 45 days of my employment of the Company.

[ ] I have attached a list of all accounts and included the following information for each account:

o Account Number
o Full Account Title
o Full Name of Account Custodian

_______________________                    _____________________________________
Date                                       Printed Name

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THE DREXEL MORGAN COMPANIES CODE OF ETHICS
CERTIFICATION

Pursuant to the requirements of the Drexel Morgan Companies Code of Ethics, which includes Drexel Morgan & Co., The Haverford Trust Company, Haverford Trust Securities, Inc., Haverford Financial Services, Inc. and Drexel Morgan Capital Advisers, Inc., the undersigned hereby certifies as follows:

1. I have read and understand the Code of Ethics.

2. I will abide by the Code of Ethics.

3. I intend to be legally bound hereby.

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SANDS CAPITAL MANAGEMENT, LLC

CODE OF ETHICS

(Amended March 2017)

      A.  Fraudulent Purchases or Sales ...................................   4
      B.  Initial Public Offerings and Limited Offerings ..................   5
      C.  Options and Short Sales .........................................   5
      D.  Blackout Periods ................................................   5
      E.  Securities Pre-Clearance ........................................   5
      F.  Prohibition on Short-Term Trading Profits .......................   6
      G.  Investment Clubs ................................................   6
      H.  Exempt Transactions .............................................   6
      I.  Hardship Exemptions .............................................   6
      J.  Directorships ...................................................   7
      K.  Sands Capital Ventures Investments ..............................   7
VI.   REPORTING AND CERTIFICATION REQUIREMENTS ............................   7
      A.  Duplicate Brokerage Statements ..................................   7
      B.  Initial Holdings Report .........................................   7
      C.  Annual Holdings Reports .........................................   8
      D.  Quarterly Transaction Reports ...................................   8
      E.  Exceptions to Reporting Requirements ............................   9
      F.  Annual Certifications ...........................................  10
      G.  Reporting of Code Violations ....................................  10
VII.  GIFTS & ENTERTAINMENT ...............................................  10
      A.  General Guidance on Gifts and Entertainment .....................  10
      B.  Additional Guidance on Gifts and Entertainment ..................  11
      C.  Reporting of Gifts & Entertainment ..............................  12
      D.  Exceptions ......................................................  12
VIII. REPORTS TO FUND CLIENTS .............................................  13

IX. SANCTIONS ........................................................... 13
X. OTHER DISCLAIMERS ................................................... 13
XI. RECORDS ............................................................. 13

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This Code of Ethics (this "CODE") is adopted by Sands Capital Management, LLC ("SANDS CAPITAL") pursuant to Section 204A of the Investment Advisers Act of 1940, as amended, and Rule 204A-1 thereunder, and Section 17(j) of the Investment Company Act of 1940, as amended, and Rule 17j-1 thereunder, to: (1) set forth standards of conduct, including compliance with the federal securities laws; (2) require reporting of personal securities transactions, including transactions in mutual funds advised and sub-advised by Sands Capital; and (3) require prompt reporting of violations of this Code.

This Code is applicable to supervised persons (as defined below) of Sands Capital, and to activities within and outside of their duties at Sands Capital. Each Supervised Person is required to read this Code carefully, sign and return to the Compliance Team the accompanying acknowledgement, and retain a copy of this Code in a readily accessible place for reference.

The Compliance Team will notify access persons (as defined below) of their reporting obligations under this Code. Any questions regarding this Code should be directed to the Chief Compliance Officer, a member of the Compliance Team or the General Counsel.

I. DEFINITIONS

"ACCESS PERSON" means (i) any supervised person who has access to nonpublic information regarding any client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; and (ii) any advisory person (as defined below). For this purpose, all supervised persons are presumed to be access persons.

"ACCREDITED INVESTOR" in the context of a natural person, includes anyone who earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonable expects the same for the current year, or has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person's primary residence).

"ADVISERS ACT" means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission.

"ADVISORY PERSON" means (i) any employee who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of covered securities by a Reportable Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to Sands Capital who obtains information concerning recommendations made to a Reportable Fund with regard to the purchase or sale of covered securities by the Reportable Fund.

"AUTOMATIC INVESTMENT PLAN" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

"BENEFICIAL OWNERSHIP" is interpreted in a manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, in determining whether a person has beneficial ownership of a security

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for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. (See ATTACHMENT A for more information about beneficial ownership.)

"CHIEF COMPLIANCE OFFICER" means the individual (or his or her designee) designated by Sands Capital as having the authority and responsibilities set forth in this Code; PROVIDED, HOWEVER, that if that individual proposes to engage in any conduct or transaction requiring approval or other action by the Chief Compliance Officer, the approval shall be granted or other action shall be taken by such other individual as Sands Capital shall designate.

"CONFLICTS OF INTEREST BOARD" means senior executives of Sands Capital or its affiliates that will assess and make recommendations with respect to certain conflicts of interest and related policies and procedures that are applicable to Sands Capital and/or its affiliates.

"CONTROL" has the meaning set forth in Section 2(a)(9) of the Investment Company Act. Section 2(a)(9) provides that "control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with the company. Ownership of more than 25% of a company's outstanding voting securities is presumed to give the holder control over the company. The facts and circumstances of a given situation may counter this presumption.

"COVERED SECURITY" means a security as defined in Section 202(a)(18) of the Advisers Act or Section 2(a)(36) of the Investment Company Act, and includes notes, bonds, stocks, convertible securities, preferred stock, options on securities, futures on broad-based market indices, exchange-traded Funds (ETFs), warrants and rights, and shares of closed-end Funds and Reportable Funds, but DOES NOT include direct obligations of the United States Government, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares issued by money market and other open-end (mutual) Funds.

"FEDERAL SECURITIES LAWS" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, and any rules adopted by the U.S. Securities and Exchange Commission under any of those statutes, the Bank Secrecy Act as it applies to registered investment advisers and investment companies, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the Department of the Treasury.

"FUND" means an investment company registered under the Investment Company Act.

"GENERAL COUNSEL" means the Chief Legal Officer of Sands Capital or his or her delegate.

"INITIAL PUBLIC OFFERING" means an initial public offering of securities, including any securities registered under the Securities Act of 1933.

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission.

"LIMITED OFFERING" means any offering of securities that is not a public offering, including any offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933.

"PUBLIC COMPANY" means any company whose securities are listed for trading on a public market, including those companies subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

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"PURCHASE OR SALE OF A SECURITY" includes, among other things, the writing of an option to purchase or sell a security.

"REPORTABLE FUND" means any Fund, or separate investment portfolio of such Fund, for which Sands Capital serves as an investment adviser as defined in
Section 2(a)(20) of the Investment Company Act. A list of Reportable Funds can be found on the intranet.

"SUPERVISED PERSON" means any partner, officer, director (or other person occupying a similar status or performing similar functions), or staff member of Sands Capital, or other person who provides investment advice on behalf of Sands Capital and is subject to the supervision and control of Sands Capital.

II. STATEMENT OF GENERAL PRINCIPLES

Sands Capital and the Supervised Persons owe fiduciary duties to Sands Capital's clients. As fiduciaries, Sands Capital and the Supervised Persons stand in a special relationship of trust, confidence, and responsibility with Sands Capital's clients. Accordingly, Supervised Persons must avoid activities, interests and relationships that might interfere, or appear to interfere, with acting in the best interests of clients. Supervised Persons must, at all times, observe the following general fiduciary principles:

1. in the course of fulfilling your duties and responsibilities to clients, you must place the interests of clients first;

2. you must conduct your personal securities transactions in compliance with this Code and in a manner that avoids any actual or potential conflict of interest or any abuse of your position of trust and responsibility; and

3. you must not take inappropriate advantage of your position.

Supervised Persons must comply with applicable federal securities laws and adhere to these general principles and the specific provisions of this Code. Supervised Persons may be held personally liable for any improper or illegal act. "Ignorance of the law" is not a defense. Technical compliance with this Code will not insulate a Supervised Person from scrutiny where his or her activities violate fiduciary duties owed to Sands Capital's clients. Conversely, a technical breach of this Code may not necessarily cause harm to Sands Capital or its clients and may require subjective analysis by the Compliance Team in order to determine impact and consequences.

III. DUTY OF CONFIDENTIALITY

Supervised Persons may not disclose confidential information (as described below) to any person unless (i) the recipient has a clear and compelling need to know such information, and (ii) such disclosure does not violate applicable law or any contractual covenant. Confidential information includes any nonpublic information obtained in the course of their duties at Sands Capital, including:

1. information of or regarding Sands Capital's (or its affiliate's) clients or prospective clients, including personal identifying information, such as name, address, Social Security Number or Tax Identification Number, and account information, such as recent or impending securities transactions by or on behalf of clients, account numbers and balances;

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2. information on Sands Capital's personnel, including pay, benefits, position level and performance ratings; and

3. information on the business of Sands Capital and its affiliates, including investment strategies, technologies and business activities.

IV. DISQUALIFIED PERSONS

Section 9 of the Investment Company Act prohibits persons who have committed various acts from serving in certain capacities with respect to mutual funds. Under Section 9(a), an "ineligible person" generally cannot serve as an employee, officer, trustee, member of advisory board, investment adviser, or principal underwriter of a Fund (each a "FUND POSITION"). Ineligible persons include:

1. persons with convictions within the last 10 years who are tied to securities transactions or employment in the securities field;

2. persons with permanent or temporary injunctions from acting in certain capacities in the securities arena;

3. persons who have an affiliate that is ineligible under clause (1) or (2) above; or

4. persons subject to an SEC order declaring them ineligible under Section 9 of the Investment Company Act.

The Chief Compliance Officer will monitor compliance with Section 9. A Supervised Person who becomes an "ineligible person" (or who believes he or she may have hired or employed an "ineligible person") as described above must promptly notify the Compliance Team.

V. PROHIBITED TRANSACTIONS AND CONDUCT

A. Fraudulent Purchases or Sales

Supervised Persons may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by any client:

1. employ any device, scheme or artifice to defraud the client;

2. make to the client any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. engage in any act, practice or course of business which would operate as a fraud or deceit upon the client; or

4. engage in any manipulative practice with respect to the client.

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B. Initial Public Offerings and Limited Offerings

Supervised Persons may not, directly or indirectly, acquire ownership of any security in an initial public offering or a limited offering without first obtaining written approval of the Chief Compliance Officer. In the event approval is granted, the Chief Compliance Officer will document the reasons for approval.

C. Options and Short Sales

Supervised Persons may not trade in options or sell securities "short" (except in the limited situations where an exchange traded fund, mutual fund, or foreign currency contract that is eligible for investment by the Supervised Person transacts in options or short sales).

D. Blackout Periods

Supervised Persons may not trade any security that is the subject of an "investment action" for a specified "blackout period." An "investment action" occurs when Sands Capital acts to add (or eliminate) a security to (or from), or increase (or reduce) the weighting of a security in the portfolio of an investment strategy. Specifically, Supervised Persons may not, directly or indirectly, purchase or sell any security involved in an investment action during the:

1. 10 calendar days before the beginning of the investment action;

2. during the investment action; and

3. 7 calendar days after completion of the investment action (an investment action is deemed completed on the date notification of such action is sent to advisory clients).

E. Securities Pre-Clearance

Supervised Persons are required to pre-clear all securities transactions (other than opened ended mutual funds, ETFs, annuities, fixed income products, including U.S. government securities, systematic investment plans, foreign currency contracts, receipt of spousal stock options or grants, and non-discretionary accounts). Pre-clearance requests for publicly traded securities must be submitted through the Compliance Science PTCC trading platform, and pre-clearance requests for private securities transactions must be submitted through email and sent to PRECLEARANCE@SANDSCAP.COM.

With regard to the window of trading 10 days prior to the start of an investment action, the Compliance Team will analyze any breaches to determine if the Supervised Person had prior knowledge of the investment action. In this regard, the Compliance Team will seek to ascertain if the investment action had been decided upon and communicated to Supervised Persons by the Portfolio Manager Decision Teams. If prior knowledge is not established, the breach will not be deemed a violation of this Code.

By requesting pre-clearance you represent that you (or the registered account holder):

1. have no knowledge of a pending investment action involving the security;

2. are not in possession of any material nonpublic information concerning the security to which this request relates;

3. are not engaging in any manipulative or deceptive trading activity; and

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4. the transaction does not violate the "Short-Term Trading" prohibition.

The Compliance Team has the discretion to approve or decline any pre-clearance request. Any pre-clearance that is granted is valid for the day your personal trade request is approved plus one (1) business day after approval is granted.

F. Prohibition on Short-Term Trading Profits

Supervised Persons may not profit from the purchase and sale of the same (or equivalent) covered securities, including Reportable Funds, within 30 calendar days. This prohibition DOES NOT APPLY to transactions resulting in a loss.

G. Investment Clubs

An investment club is a group of people who pool their money to make investments. Usually, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and each member may actively participate in investment decisions.

Supervised Persons may not form or participate in an investment club unless prior written clearance has been obtained from the Chief Compliance Officer or General Counsel. Generally, transactions by the investment club in which an access person has beneficial ownership or control are subject to the same pre-clearance and reporting requirements applicable to an individual's trades in covered securities.

H. Exempt Transactions

The prohibitions and restrictions of this Section V do not apply to:

1. purchases or sales effected in any account over which the Supervised Person has no direct or indirect influence or control;

2. purchases, sales or other acquisitions of securities that are non-volitional on the part of the Supervised Person, such as sales from a margin account pursuant to BONA FIDE margin calls, stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions;

3. purchases that are part of an automatic investment plan;

4. purchases effected upon the exercise of rights issued PRO RATA to all holders of a class of its securities, to the extent such rights were acquired from such issuer; and

5. acquisitions of securities through gifts or bequests.

I. Hardship Exemptions

A Supervised Person may submit to the Chief Compliance Officer or General Counsel a request for an exemption from the blackout period of the personal trading policy for an unforeseen hardship situation (e.g., the purchase of a home, a large unforeseen expense, such as a medical expense). All requests must be in writing and must state the reasons for the hardship. The Chief Compliance Officer or General Counsel will

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make a determination in light of all relevant facts and circumstances, including any actual or apparent conflict of interests generated by the possible exception when reviewing exceptions. These exceptions are granted rarely and only in extreme circumstances.

J. Directorships

Supervised Persons may not serve on the board of directors of any public company without first obtaining written approval of the Chief Compliance Officer or General Counsel. Supervised Persons may not serve as a member of the board of directors of any organization where Sands Capital directly serves as the investment manager of funds owned and/or directed by that organization without written approval from the Chief Compliance Officer.

K. Sands Capital Ventures Investments

Sands Capital's affiliate, Sands Capital Ventures, LLC, has offered, and from time to time is expected to offer, staff members the opportunity to invest directly or indirectly in privately held businesses. Staff members who choose to participate in such an investment may or may not receive allocations based upon availability, and accept all risks up to and including the loss of their total investment. Requests for investment must be pre-cleared by the Chief Compliance Officer, or her designee prior to closing the transaction.

Staff members who invest in Sands Capital Ventures' investment opportunities are typically required to represent that they are qualified to invest, including that they are accredited investors.

Privately-held securities acquired by staff members through Sands Capital Ventures that become eligible for trading on a public exchange will generally be locked-up for a period of time. Staff members may also be subject to an additional lock-up imposed by Sands Capital (generally three months) with respect to the shares acquired in the private markets and those acquired in the initial public offering. The Conflicts of Interest Board will be responsible for assessing conflicts of interest, if any, that may arise when staff members have interests in a private company that is conducting its initial public offering. Purchases of additional shares of any such company on the open market will be subject to the pre-clearance criteria and restrictions that apply generally under this Code.

VI. REPORTING AND CERTIFICATION REQUIREMENTS

Reports pursuant to this Section VI shall be made to and reviewed by the Compliance Team.

A. Duplicate Brokerage Statements

Supervised persons are required to instruct their broker-dealers, banks or other financial services firms to provide duplicate statements (no less than quarterly) for ANY ACCOUNT IN WHICH THEY HAVE ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP. These statements may be received electronically via the PTCC system or in traditional paper format.

B. Initial Holdings Report

No later than 10 days after becoming a Supervised Person, such person shall report the following:

1. the title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each covered

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security in which he or she has any direct or indirect beneficial ownership; or

2. in the event that the Supervised Person has no beneficial ownership in any covered securities, either a statement to that effect or the word "None" (or similar designation); and

3. the name of any broker, dealer or bank with which the Supervised Person maintains an account in which ANY securities are held for his or her direct or indirect benefit; and

4. the date the Supervised Person submits the report.

The information in an Initial Holdings Report must be current as of a date not more than 45 days prior to the date the person became a Supervised Person.

C. Annual Holdings Reports

On or before February 14(th) of each year, supervised persons must report the following:

1. the title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each covered security in which the Supervised Person has any direct or indirect beneficial ownership (generally, duplicate brokerage statements will be used to satisfy this requirement); or

2. in the event that he or she has no beneficial ownership in any covered securities, either a statement to that effect or the word "None" (or some similar designation); and

3. the name of any broker, dealer or bank with which the Supervised Person maintains an account in which ANY securities are held for his or her direct or indirect benefit; and

4. the date the Supervised Person submits the report.

The information in an Annual Holdings Report shall be current as of December 31(st) of the preceding year.

D. Quarterly Transaction Reports

No later than 30 days after the end of each calendar quarter, supervised persons must report the following:

1. WITH RESPECT TO ANY TRANSACTION DURING THE QUARTER in a covered security in which the Supervised Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership (generally, duplicate brokerage statements will be used to satisfy this requirement):

a. the trade date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security involved;

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b. the nature of the transaction (I.E., purchase, sale or any other type of acquisition or disposition);

c. the price of the covered security at which the transaction was effected; and

d. the name of the broker, dealer or bank with or through which the transaction was effected; or

e. in the event there were no such transactions during the quarter, either a statement to that effect or the word "None" (or some similar designation); and

f. the date the Supervised Person submits the report.

2. WITH RESPECT TO ANY ACCOUNT ESTABLISHED by the Supervised Person in which any covered securities were held DURING THE QUARTER for the direct or indirect benefit of the Supervised Person:

a. the name of the broker, dealer or bank with whom the account is established; and

b. the date the account was established; or

c. in the event there were no such accounts established during the quarter, either a statement to that effect or the word "None" (or some similar designation); and

d. the date the Supervised Person submits the report.

E. Exceptions to Reporting Requirements

A Supervised Person NEED NOT submit:

1. any report with respect to securities held in accounts over which he or she has no direct or indirect influence or control;

2. a transaction report with respect to transactions effected pursuant to an automatic investment plan;

3. a transaction report if the report would duplicate information contained in broker trade confirmations or account statements that are received by the Compliance Team with respect to such person, so long as the Compliance Team receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter; and

4. qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986, otherwise known as 529 plans that are not managed by Sands Capital.

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Any report required by this Section IV may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

F. Annual Certifications

Supervised Persons shall certify in writing at least annually that they (i) have read and understand this Code; (ii) recognize that they are subject to this Code; and (iii) will comply with the requirements of this Code, including reporting all information required to be reported by this Code.

G. Reporting of Code Violations

Each Supervised Person is required to notify the Chief Compliance Officer promptly if he or she knows of any violation of this Code. Failure to do so is a violation of this Code. In the event that a matter implicates the Chief Compliance Officer, notice of a violation may be provided to the General Counsel or another executive officer of Sands Capital.

Consistent with Sands Capital's policies, no person or group within Sands Capital shall retaliate, nor shall Sands Capital or any Supervised Person tolerate any retaliation by any other person or group within the firm, directly or indirectly, against anyone who, in good faith, reports any violation of this Code or provides assistance to management or any other person or group, including any governmental, regulatory or law enforcement body, investigating any violation of this Code.

Sands Capital shall not reveal the identity of any person who reports a violation of this Code and who asks that his or her identity as the person who made such report remain confidential. Sands Capital shall not make any effort, or tolerate any effort made by any other person or group, to ascertain the identity of any person who reports a violation anonymously, unless (i) such information is required to be disclosed by law or applicable legal process or by applicable securities or commodities exchange, self-regulatory organization, or other rules or regulations; or (ii) disclosure of such information, or ascertaining such identity, is supported by a clear and compelling interest of clients that is sufficient in the particular case to overcome an expectation of anonymity.

VII. GIFTS & ENTERTAINMENT

A. General Guidance on Gifts and Entertainment

Section 17(e)(1) prohibits the acceptance, by Supervised Persons, of gifts, entertainment, or any compensation (other than salary) from persons doing business, or hoping to do business with Sands Capital. By refusing inappropriate inducements of any kind, Supervised Persons will be preserving assets of far greater value: their good name, the reputation of Sands Capital, and our clients' financial welfare.

General rules for Supervised Persons:

o You may give and receive modest business gifts, and this policy is not intended to restrict normal business activity.

o You may not give or accept any gift of more than DE MINIMIS value (currently $250 per year) from any person, entity, client or prospective client that does business with or is seeking to do business with Sands Capital or its affiliates.

o Gifts of cash or cash equivalents may not be given or received regardless of value.

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o Gifts do not apply to ordinary and usual business entertainment, such as an occasional meal, sporting event, theater production or comparable entertainment event so long as it is neither so frequent nor so extensive as to raise any question of propriety.

At times it could be difficult to discern between a gift and entertainment. If you are attending an event with the giver of the tickets to the event it is typically considered entertainment. In comparison, gifts are given and used/consumed only by the Supervised Person and his/her family. Please refer to definitions below:

Gift
The term "gift" includes the giving or receipt of gratuities, merchandise and the enjoyment or use of property or facilities for weekends, vacations, trips, dinners, and the like, including transportation and lodging costs.

Business Entertainment
"Business entertainment" is a normal part of a business relationship and occurs when a Sands Capital staff member is in the presence of a business contact (either when the business contact is being entertained by a Sands Capital staff member or vice versa). Some examples may include meals, snacks, drinks, or sporting events.

Please contact the Compliance Team if you are unable to determine if something is a gift or entertainment.

B. Additional Guidance on Gifts and Entertainment

It is important to remember that some entities (e.g., clients or potential clients that are states, municipalities, or qualified retirement plans) have very stringent restrictions and/or prohibitions on the acceptance of gifts or business entertainment by the personnel. Care must be taken to ensure that Sands Capital does not inadvertently give a gift or provide business entertainment that might cause a business contact to violate any of these restrictions.

Public and Foreign Officials

Supervised Persons are prohibited from giving or providing any gift, including a personal gift, to any official of a Public Fund without the express prior approval of the Chief Compliance Officer or General Counsel. U.S. states may adopt rules that govern the provision of gifts and business entertainment. These rules may impose increased reporting requirements.

In addition, Sands Capital prohibits any Supervised Person or agent, either personally or on behalf of others, from making, offering or promising to make, authorizing or directing any payment of anything of value (including cash or property), directly or indirectly, to a foreign government official for the purpose of inducing or influencing the foreign government official to use his or her position in order to assist in obtaining or retaining business or securing any improper business advantage. Giving gifts to and receiving gifts from foreign officials is prohibited.

For more information on gifts and entertainment in relation to foreign public officials, see Sands Capital Management's FCPA policy and procedure, available on the intranet.

Financial Conduct Authority of the United Kingdom (FCA) Clients

Supervised Persons are prohibited from providing any gift, including a personal gift, to any client (or potential client), who is regulated by the Financial Conduct Authority of the United Kingdom (the

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"FCA"). In addition, when hosting or providing non-monetary benefits to a client (or potential client), Supervised Persons must assess whether all aspects of the benefit or event are designed to enhance the quality of the service to the client, including the location and nature of the venue. Hosting events or providing benefits is prohibited if they are not conducive to business discussions or if business discussions could better take place without them. Hosting sporting and social events or otherwise subsidizing entertainment, for example, is prohibited.

While activities/benefits such as hosting a meal, providing welcome bags at a client event or validating parking are not prohibited, they may require Sands Capital to disclose whatever information the client or potential client deems necessary to enable them to comply with FCA reporting regulations.

ERISA

In accordance with guidance from the Department of Labor the annual limit on gifts and business entertainment the annual limit on gifts and business entertainment provided to an ERISA plan fiduciary representative is $250. Generally meals provided at educational conferences, or associated with business meetings do not count towards the $250 annual limit.

o    Meals                             o    Advertising at union or Taft-Hartley
o    Gifts (e.g., holiday gifts)            fund related functions
o    Travel and lodging costs          o    Sponsorship of union conferences,
o    Bar bills                              picnics, other events
o    Sporting event tickets            o    Donations to union related charities
o    Theatre tickets                        or scholarship funds
o    Clothing or equipment             o    Conferences attended by union
o    Raffle donations                       officials, Supervised Persons, etc.
o    Retirement dinners                o    Receptions attended by union
o    Golf (including charity golf           officials, Supervised Persons, etc.
     tournaments)                      o    Donations for apprenticeship
o    Hole sponsorships for golf             graduation dinners
     tournament

C. Reporting of Gifts & Entertainment

All gifts of which you are the recipient must be reported in writing via email to the Chief Compliance Officer or General Counsel if the value is reasonably judged to exceed $250 per year. Reporting must include the name(s) of the giver, the date, the organization of the giver, a description of the gift or event, and the value or estimated value of the gift or event.

D. Exceptions

Exceptions to the gift limit may be made by the Chief Compliance Officer or General Counsel. Supervised Persons should request exceptions for personal circumstances in which the employee has a personal relationship with a third party (such as receiving or providing personal gifts as wedding gifts or gifts for the birth of a child).

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VIII. REPORTS TO FUND CLIENTS

Sands Capital shall furnish to the board of directors/trustees of each Reportable Fund, at the direction and timing specified by such boards, but no less frequently than annually, a written report that (i) describes any issues affecting the Reportable Fund arising under this Code or related procedures since the last report, including, but not limited to, information about material violations of this Code or such procedures and the sanctions imposed; and (ii) certifies that Sands Capital has adopted procedures reasonably necessary to prevent its Supervised Persons from violating this Code.

IX. SANCTIONS

Supervised Persons who violate this Code will be subject to such sanctions as deemed necessary and appropriate under the circumstances and in the best interest of clients. The range of sanctions include but are not limited to a written warning or reprimand, cancellation of trades, disgorgement of profits or sale of positions at a loss, restriction on trading privileges, fines, suspension of employment without pay, termination of employment, and/or referral to regulatory or law enforcement authorities.

X. OTHER DISCLAIMERS

Notwithstanding the foregoing and anything else contained in these policies and procedures, nothing in these policies and procedures is intended to prevent, delay or otherwise restrict a staff member's rights under applicable law to notify government authorities of suspected or actual wrongdoing by Sands Capital or its employees and representatives.

XI. RECORDS

Sands Capital shall maintain such records relating to this Code of Ethics, in the manner and as required by Rule 204-2(a)(12) under the Advisers Act and Rules 17f-1(f) and 31a-1(f) under the Investment Company Act.

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ATTACHMENT A

BENEFICIAL OWNERSHIP

As used in the Code of Ethics, beneficial ownership is interpreted in the same manner as it would be in determining whether a person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except that the determination of such ownership applies to all securities.

For the purposes of the Exchange Act, beneficial ownership includes:

(a) the receipt of benefits substantially equivalent to those of ownership through relationship, understanding, agreement, contract or other arrangements; or

(b) the power to vest or reinvest such ownership in oneself at once, or at some future time.

Using the above definition as a broad guideline, the ultimate determination of beneficial ownership will be made in light of the facts of the particular case. Key factors are the degree of the individual's ability to exercise discretion to invest in, sell or exercise voting rights of the security, and the ability of the individual to benefit from the proceeds of the security.

1. SECURITIES HELD BY FAMILY MEMBERS

As a general rule, a person is regarded as having beneficial ownership of a security held in the name of his or her spouse and their minor children. In the absence of special circumstances, these family relationships ordinarily confer benefits substantially equivalent to ownership.

In addition, absent countervailing facts, it is expected that a security held by a relative who shares the same household as the reporting person will be reported as beneficially owned by such person.

2. SECURITIES HELD BY A COMPANY

Generally, ownership of a security of a company does not constitute beneficial ownership with respect to the holdings of the company in the securities of another issuer. However, an owner of securities in a holding company will be deemed to have beneficial ownership in the holdings of the holding company where:

(a) the company is merely a medium through which one or several persons in a small group invest or trade in securities; and

(b) the company has no other substantial business.

In such cases, the persons who are in a position of control of the holding company are deemed to have beneficial interest in the securities of the holding company.

3. SECURITIES HELD IN TRUST

Beneficial ownership of securities in a private trust includes:

(a) the ownership of securities as a trustee where either the trustee or members of his or her immediate family have a vested interest in the income or corpus of the trust;

______________________________________________________________ [GRAPHIC OMITTED]

(b) the ownership of a vested beneficial interest in a trust; and

(c) the ownership of securities as a settlor of a trust in which the settlor has the power to revoke the trust without obtaining the consent of all the beneficiaries.

As used in this section, the "immediate family" of a trustee means:

(a) a son or daughter of the trustee or a descendent of either;

(b) a stepson or stepdaughter of the trustee;

(c) the father or mother of the trustee, or an ancestor of either;

(d) a stepfather or stepmother of the trustee; and

(e) a spouse of the trustee.

For the purposes of determining whether any of the foregoing relations exists, a legally adopted child of a person shall be considered a child of such person by blood.

4. MISCELLANEOUS ISSUES

Beneficial ownership does not include, however, a person's interest in portfolio securities held by:

(a) any holding company registered under the Public Utility Holding Company Act;

(b) any investment company registered under the Investment Company Act;

(c) a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan; and

(d) a business trust with over 25 beneficiaries.

Participation in a pension or retirement plan will result in beneficial ownership of the portfolio securities if plan participants can withdraw and trade the securities without withdrawing from the plan.

______________________________________________________________ [GRAPHIC OMITTED]

[GRAPHIC OMITTED]

CODE OF ETHICS

PARAMETRIC PORTFOLIO ASSOCIATES LLC

EFFECTIVE MARCH 2006 (AS REVISED JULY 1, 2017)

TABLE OF CONTENTS

I. Overview

II. Standards of Business Conduct

III. Policy on Personal Securities Transactions

A. Definitions

B. Applicability of the Policy

1. Who is Covered

2. What Accounts are Covered

C. Rules Applicable to All Access Persons

1. Use of a Designated Broker

2. Prohibited Practices

3. Pre-Clearance Requirements

4. Exempt Transactions

5. Restricted Transactions

6. Reporting Requirements

7. Managed Accounts

D. Administration

1. Maintenance of List of Access Persons

2. Review of Securities Reports

3. Certifications by Access Persons

4. Reports to Management and Trustees of Registered Investment Company Clients

5. Recordkeeping Requirements

6. Confidentiality

E. Violations and Sanctions

Parametric Code of Ethics -- July 1, 2017 Page 2

I. OVERVIEW

Parametric Portfolio Associates LLC ("Parametric") is an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. Parametric has adopted this written Code of Ethics (this "Code") in accordance with Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act.

All Parametric directors, officers, employees and interns are considered to be Access Persons of Parametric and are subject to this Code. In addition, any supervised person, such as a consultant, contractor or temporary employee who has access to nonpublic information regarding the purchase or sale of securities in Parametric client portfolios or is involved in making securities recommendations, is considered an Access Person and is subject to this Code.

II. STANDARDS OF BUSINESS CONDUCT

Parametric is committed to setting the highest ethical standards with regard to the business conduct of its employees and Access Persons(1). Parametric has adopted the following standards to promote an environment committed to ethical and professional excellence. By adhering to these standards and this Code, you will enable Parametric to develop and maintain the valued trust and confidence of its Clients and prospective clients.

As an Access Person of Parametric subject to this Code, you are expected to comply with the following standards of business conduct:

o You must comply with all applicable laws and regulations, including federal securities laws;
o You must comply with the fiduciary obligations outlined below; and
o You must comply with this Code.

You have a duty to promptly report any violation or apparent violation of this Code to the CCO or a member of Parametric's Compliance department ("Compliance"). This duty exists whether the violation or apparent violation is yours or that of another person subject to this Code. Retaliation against individuals who report violations or apparent violations of this Code in good faith is not permitted. Violators of this Code are subject to sanctions.

FIDUCIARY OBLIGATIONS

You have a duty to act in utmost good faith with respect to each Client, and to provide full and fair disclosure of all material facts, particularly where the interests of Parametric may be in conflict with those of a Client. Parametric has a duty to deal fairly and act in the best interests of its Clients at all times. The following fiduciary principles govern your activities and the interpretation/administration of these rules:

o The interests of Clients must be placed first at all times.

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o All of your personal Securities Transactions must be conducted consistent with the rules contained in this Code and in such manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility.
o You should never use your position with Parametric, or information acquired through your employment, in your personal trading in a manner that may create a conflict--or the appearance of a conflict--between your personal interests and the interests of Parametric or its Clients. If such a conflict or potential conflict arises, you must report it immediately to the CCO.

In connection with providing investment advisory services to Clients, this includes avoiding any activity which directly or indirectly:

o defrauds a Client in any manner;
o misleads a Client, including any statement that omits material facts;
o operates or would operate as a fraud or deceit on a Client;
o functions as a manipulative practice with respect to a Client; and
o functions as a manipulative practice with respect to securities.

These rules do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of this Code will not shield you from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to Clients.

III. POLICY ON PERSONAL SECURITIES TRANSACTIONS

A. DEFINITIONS

ACCESS PERSON includes (i) all directors, officers, employees and interns of Parametric; and (ii) any supervised person, such as a consultant, contractor and temporary employee, who has access to nonpublic information regarding the purchase or sale of securities in Client portfolios or is involved in making securities recommendations, as determined at the discretion of the CCO.

AFFILIATED FUND includes each investment company registered under the Investment Company Act of 1940 for which Parametric acts as the investment adviser or sub-adviser. Parametric's list of Affiliated Funds is maintained in ComplySci. Please consult ComplySci for the most current list of Affiliated Funds.

AUTOMATIC INVESTMENT PLAN means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

BENEFICIAL INTEREST with respect to Securities or a Securities Account generally means an interest where you or a member of your Immediate Family, directly or indirectly, (i) have investment discretion or the ability (including joint ability or discretion) to purchase or sell Securities or direct the disposition of Securities; (ii) have voting power over Securities, or the right to direct the voting of Securities; or (iii) have a direct or indirect financial interest in Securities (or other

Parametric Code of Ethics -- July 1, 2017 Page 4

benefit substantially equivalent to ownership of Securities). For purposes of this Code, "beneficial ownership" shall be interpreted in the same manner as it would be under Section 16 of the Securities and Exchange Act, as amended, and the rules and regulations thereunder.

CCO means the Chief Compliance Officer of Parametric or another person designated to perform the functions of the Chief Compliance Officer under various provisions of this Code.

CLIENT is any person or entity for which Parametric provides investment advisory services.

CLOSED-END FUND means any fund with a fixed number of shares and which does not issue and redeem shares on a continuous basis. While Closed-End Funds are often listed and trade on stock exchanges, they are not "Exchange Traded Funds" as defined below.

COMPLYSCI shall mean the Compliance Science system (also referred to as the Personal Trading Control Center ("PTCC")) utilized by Compliance for administering the Code of Ethics and monitoring personal trading by Access Persons.

CONTROL means with respect to (i) an entity, the power to exercise a controlling influence over the management or policies of the entity, unless such power is solely the result of an official position of such entity, (ii) an account, having investment discretion over the account, and (iii) an issuer (including an Affiliated Fund), a Beneficial Interest in more than 25% of the voting securities of the issuer.

DESIGNATED BROKER means any one of the following broker-dealer firms:
Ameriprise Financial; Charles Schwab; Chase Investment Services Corp; Citigroup; E*Trade; Edward Jones; Fidelity; Interactive Brokers; Merrill Lynch; Morgan Stanley; optionsXpress; Pershing Advisor Solutions; Raymond James; RBC Wealth Management; Robert W. Baird & Co.; Scottrade; Stifel Financial; TD Ameritrade; UBS; USAA; Vanguard; and Wells Fargo. Additional broker-dealers may be added or removed from this list over time. The most current list of Designated Brokers may be found in ComplySci.

EXCHANGE TRADED FUND is a registered open-end investment company or unit investment trust that can be traded on an exchange throughout the day like a stock. Examples of Exchange Traded Funds include SPDR S&P 500 ETF (ticker:
SPY), iShares MSCI Emerging Markets ETF (ticker: EEM), and PowerShares QQQ (ticker: QQQ).

EXCHANGE TRADED NOTE is a debt security traded on a national securities exchange that is not an investment company registered under the Investment Company Act of 1940. Examples of Exchange Traded Notes include SPDR Gold Shares (ticker: GLD) or iShares Silver Trust (ticker: SLV), grantor trusts, or exchange-traded limited partnerships.

IMMEDIATE FAMILY of any person includes his or her spouse, domestic partner, children and relatives living in his or her primary residence.

INITIAL PUBLIC OFFERING means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting

Parametric Code of Ethics -- July 1, 2017 Page 5

requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934. As used in this Code, the term "Initial Public Offering" shall also mean a one-time offering of stock to the public by the issuer of such stock which is not an initial public offering.

MANAGED ACCOUNT is an investment account in which you and your Immediate Family have no "direct or indirect influence or control." No direct or indirect influence or control exists over an account where, for example, (a) you or your Immediate Family member is a grantor or beneficiary of a trust managed by a third-party trustee and he or she has limited involvement in trust affairs, or
(b) the third-party manager (or other financial intermediary) acting as a third-party manager has discretionary investment authority over the account. However, direct or indirect influence or control will be deemed to exist where you or your Immediate Family member has discussions with the trustee or third-party manager that go beyond a summary, description or explanation of account positioning and/or activity. For example, any of the following actions by you or your Immediate Family member would qualify as "direct or indirect influence or control" over the account: (i) suggesting purchases or sales of investments to the trustee or third-party manager; (ii) directing the purchase or sale of Securities; or (iii) consulting with the trustee or third-party manager as to the purchase or sale of investments to be made in the account (including situations where the trustee or third-party manager requests input and/or permission from you or your Immediate Family member before entering into a transaction). Managed Accounts must be approved as such by the CCO (see section III.C.7 - Managed Accounts).

MID/LARGE CAP ISSUER is an issuer of Securities with an equity market capitalization of $3 billion or more.

MUTUAL FUND means open-end investment company registered under the Investment Company Act of 1940 (and does not include closed-end investment companies). For the avoidance of doubt, Exchange Traded Funds and Closed-End Funds are not considered to be Mutual Funds under this Code.

PRIVATE PLACEMENT means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(5) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933. A Private Placement thus includes any offer to you to purchase any securities, whether stock, debt securities, or partnership interests from any entity, unless those securities are registered under the Securities Act of 1933 or the Investment Company Act of 1940 (that is, are publicly offered/publicly traded securities).

SECURITIES shall include anything that is considered a "security" as defined in
Section 2(a)(36) of the Investment Company Act of 1940, including most kinds of investment instruments, including:

o Stocks & bonds
o Shares of Exchange Traded Funds
o Shares of Closed-End Funds
o Shares of Affiliated Funds
o Exchange Traded Notes

Parametric Code of Ethics -- July 1, 2017 Page 6

o Options on securities, on indexes and on currencies
o Investments in all kinds of limited partnerships
o Investments in unit investment trusts
o Investments in real estate investment trusts (REITs)
o Investments in private investment funds, hedge funds, private equity funds and venture capital funds
o Units and shares of non-U.S. unit trusts and non-U. S. funds

For purposes of this Code, the term "Securities" does NOT include:

o Direct obligations of the U.S. government
o Money-market instruments, including bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements
o Shares of money-market fund
o Shares of Mutual Funds, OTHER THAN shares of Affiliated Funds
o Currencies and currency forwards
o Commodities

SECURITIES ACCOUNT means, with respect to any Access Person, an account with a broker, dealer or bank in which Securities are held and traded and the Access Person or a member of his or her Immediate Family has a Beneficial Interest and/or Control.

SECURITIES TRANSACTION means a transaction (whether a purchase, sale or other type of acquisition or disposition, including a gift) in a Security in which the Access Person or a member of his or her Immediate Family has or acquires a Beneficial Interest and/or Control.

SMALL CAP ISSUER is an issuer of Securities with an equity market capitalization of less than $3 billion.

B. APPLICABILITY OF THE POLICY

1. WHO IS COVERED

This Policy applies to all Access Persons of Parametric and covers not only your personal Securities Transactions, but also those of your Immediate Family.

2. WHAT ACCOUNTS ARE COVERED

Unless the CCO determines otherwise based on your specific facts and circumstances, this Policy applies to Securities Transactions and holdings in:
(i) all accounts in which you or members of your Immediate Family have a direct or indirect Beneficial Interest; and (ii) all accounts that are directly or indirectly under your Control or the Control of a member of your Immediate Family.

Accounts that are generally covered by this Policy are referred to hereafter as Securities Accounts and include accounts that are:

Parametric Code of Ethics -- July 1, 2017 Page 7

o in your name;
o in the name of a member of your Immediate Family;
o of a partnership in which you or a member of your Immediate Family have a Beneficial Interest, or are a partner with direct or indirect investment discretion;
o a trust of which you or a member of your Immediate Family are a beneficiary and/or a trustee with direct or indirect investment discretion (on a sole or joint basis);
o of a closely held corporation, limited liability company or similar legal entity in which you or a member of your Immediate Family are a Controlling shareholder and have direct or indirect investment discretion over Securities held by such entity; and
o an account or trust holding Securities where you or a member of your Immediate Family have sole or shared investment discretion, or are otherwise deemed to have Control over the account.

Accounts that are NOT covered by this Policy include:

o Accounts that may only hold Mutual Funds, OTHER THAN Affiliated Funds;
o Qualified tuition program accounts established pursuant to Section 529 of the Internal Revenue Code of 1986 ("529 Plans"); and
o Eaton Vance Employee Retirement Plan accounts.

C. RULES APPLICABLE TO ALL ACCESS PERSONS(2)

THE FOLLOWING RULES WILL BE ENFORCED FOR ALL ACCESS PERSONS UNLESS OTHERWISE INDIVIDUALLY EXEMPTED OR PRE-APPROVED IN WRITING BY THE CCO.

1. USE OF A DESIGNATED BROKER

All Securities Accounts must be maintained with a Designated Broker, unless:

o the account holds only shares of Eaton Vance Corp. ("EVC") Securities that are publicly traded and are held with Computershare;
o the account is a Managed Account and has been approved as such by the CCO;
o the account is subject to a code of ethics or similar policy applicable to a member of your Immediate Family requiring an account be held at an entity other than a Designated Broker, in which case you must provide Securities Transactions and holdings information for such account to Compliance no less than quarterly and within 10 calendar days after the end of each calendar quarter; or
o you are located in Parametric's Australia office, in which case you must provide Securities Transactions and holdings information for each Securities Account to Compliance no less than quarterly and within 10 calendar days after the end of each calendar quarter.

Parametric Code of Ethics -- July 1, 2017 Page 8

You must initiate movement of all pre-established Securities Accounts to a Designated Broker within 30 calendar days after your employment date or the date you become an Access Person.(3)

2. PROHIBITED PRACTICES

a) INSIDER TRADING

You are prohibited from purchasing or selling ANY security, either personally or for a Client, while in possession of material, non-public information concerning the security or its issuer. Please refer to Parametric's Insider Trading Policy.

b) FRONT RUNNING

Front Running is the practice of effecting the purchase or sale of a Security for personal benefit based on the knowledge of one or more impending Client transaction(s) in the same or equivalent Security. (Example: A Portfolio Manager mentions that Parametric is selling all of its holdings of Company X and you know that the large trade will negatively affect the stock, so you put in a personal order to sell your shares of Company X before the Parametric order is sent to the market.)

c) MARKET MANIPULATION

Transactions intended to raise, lower or maintain the price of any security or to create a false appearance of active trading are prohibited.

d) DERIVATIVES AND OPTIONS TRADING

Derivatives transactions, including options, futures and swaps are prohibited.

e) SHORT-TERM TRADING

You may not sell a Security until at least 60 calendar days after the most recent purchase trade date of the same or equivalent Security. You may not repurchase a Security until at least 60 calendar days after the most recent sale trade date of the same or equivalent Security. You may not trade partial positions or use FIFO principles to enter into or trade out of positions of the same Security. (NOTE: Exempt Transactions below are not subject to this prohibition.)

f) INVESTMENT CLUBS

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You may not be a member of an investment club that trades in and owns Securities in which members have an interest.

g) PUBLIC COMPANY OWNERSHIP LIMIT

You may not own more than 0.5% of the outstanding shares of any one public company without written approval from the CCO.

3. PRE-CLEARANCE REQUIREMENTS

You are prohibited from engaging in the following transactions without written pre-approval as indicated.

a) EATON VANCE CORP. SECURITIES

You must pre-clear all transactions in publicly-traded Securities issued by Eaton Vance Corp. ("EVC") with the Treasury department of EVC, except that you do not have to pre-clear (i) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (ii) bona fide gifts of such EVC Securities that you may receive, or (iii) automatic, non-voluntary transactions involving such EVC Securities, such as stock dividends, stock splits, or automatic dividend reinvestments, or certain non-voluntary transactions initiated by a broker, dealer or bank with respect to such EVC Securities deposited in a margin account. Once obtained, pre-clearance is valid only for the day on which it is granted. (NOTE: The purchase or sale of publicly traded options on EVC Securities is prohibited.)

There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of EVC earnings information. You will normally be notified of these blackout periods, during which time trading in EVC Securities is prohibited.

To request preapproval before buying or selling EVC Securities, you must complete the EVC Personal Securities Transaction Pre-Approval Request Form, which can be found in ComplySci, and send it to the Eaton Vance Treasury department for approval (evstockapproval@eatonvance.com).

Failure to preclear transactions in EVC Securities may result in the imposition of a $300 fine to be donated to an acceptable charitable organization, as well as additional sanctions as outlined below in the section III.E - Violations and Sanctions.

b) INITIAL PUBLIC OFFERINGS

You may not purchase or otherwise acquire any Security in an Initial Public Offering, except with prior written approval from the CCO. Requests to purchase Securities in an Initial Public Offering will generally be denied by the CCO. Approval may be granted only in rare cases that involve extraordinary circumstances. Accordingly, Parametric discourages such applications. You may be given approval to purchase a

Parametric Code of Ethics -- July 1, 2017 Page 10

Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the bank's conversion from mutual or cooperative form to stock form, or the insurance company's conversion from mutual to stock form. Pre- clearance of Initial Public Offerings may be requested via ComplySci.

c) PRIVATE PLACEMENTS

You may not purchase or otherwise acquire any Security in a Private Placement, except with prior written approval from the CCO. (Note that a Private Placement includes virtually any Security that is not a publicly traded/listed Security.) Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Private Placement is appropriate for purchase by a Client, or when your participation in the Private Placement is suggested by a person who has a business relationship with Parametric or its affiliates or expects to establish such a relationship). Examples where approval may be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a closely held corporation or partnership started by a family member or friend. Pre-approval of Securities in a Private Placement may be requested via ComplySci.

4. EXEMPT TRANSACTIONS

The following transactions are exempt from sections III.C.5 - Restricted Transactions and III. C.6 - Reporting Requirements and the Short-Term Trading prohibition of this Code, unless noted otherwise:

o The purchase of Securities effected pursuant to an Automatic Investment Plan (the sale of Securities acquired under an automated investment plan is exempt from the Short-Term Trading prohibition but is subject to all other rules herein);

o Transactions effected by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Interest;

o Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Interest;

o Purchases or sales of Securities issued in qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code;

o Transactions effected in an approved Managed Account (note that there are reporting requirements and other restrictions related to Managed Accounts, as outlined below in section III. C. 7 - Managed Accounts); and

o The acquisition of Securities, such as stock grants and employee stock options, received as compensation from an employer or the purchase of stock through an

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employer's stock purchase plan ("ESPP"). (NOTE: The sale of Securities received from an employer or purchased via an ESPP is exempt from the Short- Term Trading prohibition but is subject to all other provisions of this Code. ) This provision does not apply to EVC Securities, which you are required to pre-clear.

5. RESTRICTED TRANSACTIONS

The following Securities Transactions are restricted as indicated, but do not require pre- clearance. These restrictions do not apply to Exempt Transactions of this Code, unless specified otherwise.

a) DAILY TRANSACTION VALUE LIMITS

o For fixed income securities, you may purchase or sell up to $100,000 per day per issuer.

o For Exchange Traded Notes, you may purchase or sell up to $100,000 per day per issuer.

o For Exchange Traded Funds and Closed-End Funds, you may purchase or sell up to $100,000 per day per issuer.

o For equities and REITs, you may purchase or sell up to $50,000 per day per Mid/Large Cap Issuer and up to $10,000 per day per Small Cap Issuer (as defined at time of transaction).

b) SHORT SALES

You may not sell short any Security, except that you may sell short a Security if you own at least the same amount of the Security you sell short (i. e. , selling short "against the box").

c) SAME-DAY MODEL TRANSACTIONS

You may not transact in a Security when you have actual knowledge that a same-day proprietary model and/or third-party investment manager model trade will occur in the same or equivalent Security and in the same direction (i. e. , purchase or sale).

At the discretion of the CCO, you may from time to time be temporarily restricted from transacting in certain Securities, if you have knowledge of significant model rebalances and/or access to such information. You would be notified of such temporary restriction in writing by the CCO.

d) TRADE ORDERS

All Securities trade orders must be same-day market orders. Securities trade orders that are open for longer than one trading day (i. e. , good-till-cancelled (GTC) and other carry-over orders) are prohibited.

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6. REPORTING REQUIREMENTS

a) INITIAL HOLDINGS REPORT

Within 10 calendar days of your employment date and/or initial designation as an Access Person, you must submit to Compliance a report of your Securities holdings, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held as of a date not more than 45 calendar days before you became an Access Person. Your report must also include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of Securities, whether stocks, bonds, funds, or other types and the date on which you submit the report to Compliance. Note that account statements may be provided, as long as all of the above information is contained within and the as-of date is not more than 45 calendar days before you became an Access Person.

b) ANNUAL HOLDINGS REPORT

Within 30 calendar days after each calendar year end, you must submit to Compliance a report of your Securities holdings, including the same Security information required for the Initial Holdings Report. The Annual Holdings Report is administered and submitted in ComplySci.

c) QUARTERLY TRANSACTIONS REPORT

Within 30 calendar days after each calendar quarter end, you must submit to Compliance a report of your Securities Transactions during the prior calendar quarter, including the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with whom the transaction was effected. The Quarterly Transactions Report is administered and submitted in ComplySci.

d) NEW ACCOUNTS

You must report new Securities Accounts to Compliance within 10 calendar days of establishing the account. You may do so by entering the account in ComplySci or notifying Compliance in writing. You may not purchase or sell Securities in the new account until the electronic data feed for the account has been established in ComplySci.

New Securities Accounts (not including Managed Accounts) of Access Persons registered with FINRA through Eaton Vance Distributors, Inc. ("EVD") are automatically approved for purposes of FINRA Rule 3210, if they are established with a Designated Broker. Any exception, whereby an Access Person registered with

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FINRA maintains a Securities Account with a broker, dealer or bank other than a Designated Broker, requires written consent of the EVD Chief Compliance Officer or designee.

7. MANAGED ACCOUNTS(4)

Managed Accounts must be approved as such in writing by the CCO. The CCO's approval of a Managed Account is contingent upon the provision of a signed letter from the broker, financial advisor, trustee or other control person other than you or your Immediate Family member (the "Discretionary Manager ") on the Discretionary Manager's letterhead containing the following representations(5):

o Neither you nor your Immediate Family member have any direct or indirect influence or control over the account, and in particular you do not:
o Suggest the purchase or sale of Securities to the Discretionary Manager;
o Direct the purchase or sale of Securities; or
o Consult with the Discretionary Manager as to the particular allocation of specific Securities investments to be made in the account (including situations where the Discretionary Manager requests input and/or permission from you or your Immediate Family member prior to proceeding).
o The relationship between the Discretionary Manager and you and your Immediate Family member is limited to a professional, client-adviser relationship (i. e. , the Discretionary Manager is not a family member or personal friend, and no Immediate Family member of yours is employed by the Discretionary Manager).
o All transactions in EVC Securities will be pre-cleared pursuant to this Code.

You must also acknowledge the above representations in writing to the CCO and agree to immediately notify the CCO if any of the above representations are no longer accurate.

Securities Transactions in approved Managed Accounts are exempt from the Short-Term Trading prohibition and section III. C. 5 - Restricted Transactions. However, you must ensure the Discretionary Manager provides account holdings and transactions information to Compliance either electronically via ComplySci, if possible, or via annual account statements within 30 calendar days after the end of the calendar year. Securities Transactions in Managed Accounts will be subject to review from time to time by the CCO to determine if any purchase or sale of a Security would have been prohibited pursuant to this Code, absent relying on the exemption provided herein.

Parametric Code of Ethics -- July 1, 2017 Page 14

Annually, within 30 calendar days of each calendar year end, you must re-certify in writing to the CCO the above representations regarding each Managed Account. Failure to do so will result in the account no longer qualifying as a Managed Account under this Code.

NOTE: There is no exemption from pre-clearance for Initial Public Offerings or Private Placements, even when such transactions are effected through a Managed Account. You should ensure the Discretionary Manager of your Managed Account(s) is aware of this restriction.

D. ADMINISTRATION

1. MAINTENANCE OF LIST OF ACCESS PERSONS

Compliance shall maintain a current and complete list of all Access Persons of Parametric. In addition, Compliance shall ensure each Access Person is aware of their status as an Access Person and each Access Person receives a copy of this Code.

2. REVIEW OF SECURITIES REPORTS

Compliance shall ensure that all Initial and Annual Holdings Reports and Quarterly Transactions Reports are reviewed in accordance with this Code.

3. CERTIFICATIONS BY ACCESS PERSONS

Each Access Person must certify at the time of hire and annually thereafter (within the timeframe established by Compliance) that he or she has read and understood the Code of Ethics, as revised (if applicable), and has complied and will comply with its provisions. In addition, upon any revision to the Code of Ethics, each Access Person must certify that he or she has read the Code, as revised, and understands and agrees to comply with its provisions.

4. REPORTS TO MANAGEMENT AND TRUSTEES OF REGISTERED INVESTMENT COMPANY CLIENTS

At least annually, the CCO shall submit to the Parametric Enterprise Management Committee ("EMC") and upon request the Board of Trustees of Registered Investment Company Clients a written report that (i) describes any issues arising under this Code since the last report to the EMC and/or the Board, including information about material violations and the sanctions imposed in response to material violations, and (ii) certifies that Parametric has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

5. RECORDKEEPING REQUIREMENTS

Parametric shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the Securities and Exchange

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Commission ("SEC") or any presentative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

o Copies of the Parametric Code of Ethics currently in effect and in effect at any time within the past five years;

o A record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained for at least five years after the end of the fiscal year in which the violation occurred;

o Copies of Access Persons' Quarterly Transactions Reports and Initial and Annual Holdings Reports, to be maintained for at least five years after the end of the fiscal year in which the report is made or information provided;

o A record of any approval to acquire a Security in an Initial Public Offering or in a Private Placement with the reasons supporting the approval, for at least five years after the end of the fiscal year in which the approval is granted;

o A record of all Access Persons, currently and within the past five fiscal years, who are or were required to make reports referred to in section III. C. 6 - Reporting Requirements;

o Copies of each certification referred to in paragraph 3 of this Administration section made by a person who currently is, or in the past five years was, subject to this Code, to be maintained for at least five years after the fiscal year in which the certification was made; and

o Copies of each report referred to in paragraph 4 of this Administration section above, to be maintained for at least five years after the end of the fiscal year in which it was made.

6. CONFIDENTIALITY

All reports and other documents and information supplied by any Access Person in accordance with the requirements of this Code shall be treated as confidential, but are subject to review as provided herein by Compliance, by senior management of Parametric, representatives of the SEC, or otherwise as required by law, regulation, or court order.

E. VIOLATIONS AND SANCTIONS

Any Access Person of Parametric who violates any provision of this Code may be subject to sanction, including, but not limited to, censure, a temporary or permanent ban on personal securities trading, disgorgement of any profit or taking of any loss, fines, and suspension or termination of employment. Each sanction shall be approved by the CCO. In the event the CCO violates any provisions of this Code, the CEO shall recommend the sanction to be imposed for approval by the EMC and the CCO of Eaton Vance.

In adopting and approving this Code of Ethics, Parametric does not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 204A-1 of the Investment Advisers Act or Rule 17j-1 under the Investment Company Act.

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THORNBURG INVESTMENT MANAGEMENT

CODE OF BUSINESS CONDUCT AND ETHICS

MARCH 2017

POLICY OBJECTIVES

Honesty and integrity are hallmarks of Thornburg Investment Management, Inc. ("TIM"). TIM has a fiduciary obligation to its Investment Clients, and seeks the highest standards of ethics and conduct in all of its business relationships.

This Code has been adopted by TIM pursuant to paragraphs (a)(1), (2), (4) and
(5) of Rule 204A-1 under the Investment Advisers Act of 1940 with the objectives of deterring wrongdoing and promoting (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (2) full, fair, accurate, timely and understandable disclosure in reports and documents which TIM files with the Securities and Exchange Commission and in other public communications made by TIM, (3) compliance with applicable governmental laws, rules and regulations, (4) prompt internal reporting of violations of this Code, and (5) accountability for adherence to this Code.

This Code, together with the separately adopted Personal Securities Transactions Policy, is intended to comprise TIM's code of ethics described in Rule 204A-1 under the Investment Advisers Act of 1940.

All records and reports created or maintained pursuant to this Code are intended solely for the internal use of TIM, are confidential, and in no event constitute an admission by any person as to any fact, circumstance or legal conclusion.

This Code is intended to function and harmonize with the Thornburg Investment Trust Code of Business Conduct and Ethics. Where appropriate or necessary, specific sections of this Code include a coordinating provision referencing the appropriate section of the Thornburg Investment Trust Code of Business Conduct and Ethics.

Please see the Glossary of Terms for definitions of terms used in this Code.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

As a registered investment adviser, TIM is subject to regulation by the Securities and Exchange Commission, and compliance with federal, state and local laws. TIM insists on strict compliance with the spirit and the letter of these laws and regulations. TIM expects its Supervised Persons to comply with all laws, rules and regulations applicable to its operation and business. Supervised Persons should seek guidance whenever they are in doubt as to the applicability of any law, rule or regulation regarding any contemplated course of action. TIM holds information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws. Please consult the various guidelines and policies which TIM has prepared in accordance with specific laws and regulations.
A good guideline, if in doubt on a course of action, is to ALWAYS ASK FIRST, ACT LATER -- IF YOU ARE UNSURE OF WHAT TO DO IN ANY SITUATION, SEEK GUIDANCE BEFORE YOU ACT.

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WHISTLEBLOWING/REPORTING FRAUDULENT, ILLEGAL OR UNETHICAL ACTIVITY

All Supervised Persons are required to report suspected fraudulent, illegal, or other unethical activity (including violations of this Code) to his or her supervisor immediately. Supervisors who are notified of any such activity must immediately report it to TIM's Chief Compliance Officer. Anyone who does not feel comfortable reporting this activity to the relevant supervisor may instead contact TIM's Chief Compliance Officer. No TIM employee shall take any disciplinary or retaliatory action against any individual for acting in good faith, reporting, or causing to be reported, violations of this Code or fraudulent, illegal, or unethical activity occurring at TIM, Thornburg Investment Trust or Thornburg Securities Corporation (or for assisting in an authorized investigation of such activity), whether such reporting is internal or involves any federal government agency, as described below. This prohibition against disciplinary action does not extend to disciplinary action for self-reported violations.

TIM has established an anonymous Contact Compliance form on the Thornburg intranet: HTTPS://WWW.GOTHORNBURG.COM/COMPLIANCE/CONTACT. An employee may also send a hard copy report anonymously to the Chief Compliance Officer via inter office mail.

Notwithstanding the foregoing, nothing in this Code or any employment agreement with TIM prohibits any Supervised Person from reporting possible violations of federal law or regulation to any government agency or entity, including but not limited to the Department of Justice, the SEC at the Office of the Whistleblower, or any agency Inspector General, or making other disclosures protected under the whistleblower provisions of federal law or regulation. Supervised Persons do not need the prior authorization of TIM to make such reports or disclosures and are not required to notify TIM if he or she makes such reports or disclosures.

SEC Office of the Whistleblower Telephone: 202.551.4790

CONFLICTS OF INTEREST

Each Supervised Person shall be scrupulous in avoiding any conflict of interest with regard to TIM's interest. A conflict of interest occurs when an individual's private interest interferes with the interests of TIM or its Investment Clients. A conflict situation can arise when a Supervised Person pursues interests that prevent the individual from performing his or her duties for TIM or an Investment Client objectively and effectively. Conflicts of interest also arise when a Supervised Person or member of the individual's family receives undisclosed, improper benefits as a result of the individual's positions with TIM. ANY CONFLICT OF INTEREST THAT ARISES IN A SPECIFIC SITUATION OR TRANSACTION, INCLUDING REPORTABLE OUTSIDE BUSINESS ACTIVITIES AS DISCUSSED BELOW, MUST BE DISCLOSED BY THE INDIVIDUAL AND APPROVED IN WRITING BY THE COMPLIANCE DEPARTMENT BEFORE TAKING ANY ACTION.

Matters involving a conflict of interest are prohibited as a matter of policy, except when approved by TIM's president or Chief Compliance Officer. Conflicts of interest may not always be evident, and individuals should consult with higher levels of management or legal counsel if they are uncertain about any situation. In no event, however, shall investment in any security made in accordance with TIM's Policy on Personal Securities Transactions (or comparable policy or code then in effect) be considered a conflict of interest with TIM.

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COMMENT: THIS SECTION RELATING TO CONFLICTS OF INTEREST IS SUBSTANTIALLY SIMILAR TO THE COMPARABLE SECTION IN THE THORNBURG INVESTMENT TRUST CODE OF BUSINESS CONDUCT AND ETHICS, BUT SUPERVISED PERSONS SHOULD RECOGNIZE THAT (I) THE TRUST'S CODE OF BUSINESS CONDUCT AND ETHICS GOVERNS CONFLICTS WITH INTEREST OF THE TRUST, RATHER THAN TIM AND ITS CLIENTS, AND (II) THE PROCEDURES FOR REPORTING AND RESOLVING CONFLICT UNDER THE TRUST'S CODE OF BUSINESS CONDUCT AND ETHICS IS DIFFERENT FROM THE PROCEDURE UNDER THIS CODE. IF AN INTEREST OF THE SUPERVISED PERSON APPEARS TO CONFLICT WITH AN INTEREST OF THE TRUST AND TIM), THE SUPERVISED PERSON SHOULD MAKE A DISCLOSURE AND SEEK ANY APPROVAL UNDER THE TRUST'S CODE OF BUSINESS CONDUCT AND ETHICS.

OBTAINING PRIOR APPROVAL FOR OUTSIDE BUSINESS ACTIVITIES. Prior to engaging in any Reportable Outside Business Activity, a Supervised Person must complete and submit an "Outside Business Activity Disclosure Form" (obtained from Compliance or TIM's intranet) to the Compliance Department, and receive written approval from the Compliance Department. Failure to obtain such written approval may result in disciplinary action up to and including termination. On an annual basis, all Supervised Persons will be required to certify their Reportable Outside Business Activities.

FAMILY MEMBER SERVING AS A DIRECTOR OF A PUBLIC COMPANY. Supervised Persons must disclose to Compliance any immediate family member (a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships) sharing the same household who serves as a director of a public company.

CORPORATE OPPORTUNITIES

Supervised Persons shall not take for themselves personally opportunities that are discovered through the use of their position with TIM, except with the approval of TIM's President or Chief Compliance Officer. Supervised Persons of TIM owe a duty to TIM to advance its legitimate interests when the opportunity to do so arises. In no event, however, shall investment in any security made in accordance with TIM's Policy on Personal Securities Transactions (or comparable policy or code then in effect) be considered a business opportunity of TIM.

COMMENT: THIS SECTION RELATING TO CORPORATE OPPORTUNITIES IS SUBSTANTIALLY THE SAME AS THE COMPARABLE SECTION ON THE THORNBURG INVESTMENT TRUST CODE OF BUSINESS CONDUCT AND ETHICS, BUT SUPERVISED PERSONS SHOULD RECOGNIZE THAT (I) THE TRUST'S CODE OF BUSINESS CONDUCT AND ETHICS GOVERNS OPPORTUNITIES OF THE TRUST, RATHER THAN TIM, AND (II) THE PROCEDURES FOR REPORTING AND OBTAINING AN APPROVAL UNDER THE TRUST'S CODE OF BUSINESS CONDUCT AND ETHICS IS DIFFERENT FROM THE PROCEDURE UNDER THIS CODE. IF AN OPPORTUNITY APPEARS TO RELATE BOTH TO THE BUSINESS OF THE TRUST AND TIM, THE SUPERVISED PERSON SHOULD MAKE DISCLOSURE AND SEEK ANY APPROVAL UNDER THE TRUST'S CODE OF BUSINESS CONDUCT AND ETHICS.

CONFIDENTIALITY

Supervised Persons shall exercise care in maintaining the confidentiality of any confidential information respecting TIM or its Investment Clients, except when disclosure is authorized or legally mandated. Supervised Persons should consult with TIM's Chief Compliance Officer or legal counsel if they believe that have a legal obligation to disclose confidential information. Confidential information includes nonpublic information of TIM that may be helpful to competitors, or otherwise harmful to TIM, or its

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Investment Clients. Confidential information also includes information respecting the portfolio holdings of Investment Clients (including particularly Investment Company Clients). The obligation to preserve confidentiality of this information continues after association with TIM ends.

COMMENT: ATTENTION IS DIRECTED TO THE INTERNAL CONFIDENTIALITY AND PRIVACY PROTECTIONS POLICY, WHICH APPEARS IN TIM'S MANUAL OF POLICIES AND PROCEDURES, AND WHICH WAS ADOPTED BY TIM TO PROTECT THE NONPUBLIC PERSONAL INFORMATION OF THE INVESTMENT CLIENTS OF TIM AND THE SHAREHOLDERS OF THORNBURG INVESTMENT TRUST. THIS SECTION RESPECTING CONFIDENTIALITY IS SUBSTANTIALLY THE SAME AS THE COMPARABLE SECTION IN THE THORNBURG INVESTMENT TRUST CODE OF BUSINESS CONDUCT AND ETHICS, EXCEPT THAT A SPECIFIC REFERENCE IS MADE TO INFORMATION RESPECTING PORTFOLIO HOLDINGS OF INVESTMENT CLIENTS.

FAIR DEALING

Supervised Persons should endeavor to deal fairly with Investment Clients, service providers and competitors, and shall not seek unfair advantage through improper concealment, abuse of improperly acquired confidential information, misrepresentation of material facts when the other party is known by the Supervised Persons to rely justifiably on the individual to disclose those facts truthfully, or improper and unfair dealing.

FOREIGN CORRUPT PRACTICES ACT

The Foreign Corrupt Practices Act (the "FCPA") strictly prohibits unauthorized facilitation payments to government officials of foreign countries, including the payment of any money or anything of value to a foreign official for the purposes of:

o Influencing any act or decision of a foreign official in his or her official capacity (including, but not limited to, obtaining approval for government issued permits, licenses or work visas);

o Inducing a foreign official to perform or abstain from performing any act in violation of the foreign official's lawful duty;

o Securing any improper business advantage; or

o Inducing a foreign official to use his or her official influence with a foreign government (or instrumentality thereof) to affect or influence any act or decision of such government in order to assist the inducer in obtaining or retaining business with the government, or directing such business to any person.

In addition, many foreign countries have rules and regulations restricting gifts to people who are employed by the government of that country. TIM intends to fully comply with all of those rules and regulations. If you are at all uncertain about the applicability of the FCPA, or similar laws, to any entertainment, gift or anything of value to any non-U.S. official, consult a Compliance Officer.

BUSINESS GIFTS AND ENTERTAINMENT

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage. No gift or entertainment should ever be offered, given, provided or accepted by any Supervised Person in connection with TIM's business unless it (1) is

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consistent with customary business practices, (2) is not excessive in value,
(3) cannot be construed as a bribe, payoff or kickback, (4) does not violate any laws or regulations and (5) is pre-cleared by Compliance if a government affiliated person (defined below) is involved, directly or indirectly. Receipt of gifts or entertainment by Firm personnel involved in the purchase or sale of registered investment company property that satisfies the criteria herein will not be deemed to be compensation for the purchase or sale of property as prohibited under Section 17(e)(1) of the Investment Company Act of 1940.

No Supervised Person shall provide to, or accept from, any client or prospective client, or person or entity that does or seeks to do business with or on behalf of TIM, more than $100 worth of gifts per year (this limit does not include nominal logo/promotional items). No Supervised Person may give or accept cash or cash equivalent gifts -- gift cards that are not exchangeable for cash, are not considered "cash equivalents." Supervised Persons may provide to, or accept from, any client or prospective client, or person or entity that does or seeks to do business with or on behalf of TIM, a business entertainment event such as a dinner, golf outing, theater or sporting event if the person or entity providing the entertainment is present and as long as the event is not extravagant or excessive so as to give the appearance of impropriety. Meals provided in TIM's office, a client's office, or in a similar business setting, shall not be deemed entertainment and TIM does not require Access Persons to report these activities in their quarterly reports, as described below.

On a quarterly basis, all Access Persons will be required to report by midnight on the last day of the second month after quarter end, all entertainment and gifts that were given and received within the previous quarter.

GIFTS AND ENTERTAINMENT TO GOVERNMENT AFFILIATED PERSONS. In addition to the restrictions noted above, no gift, entertainment or any other thing of value may be given, directly or indirectly, to any government affiliated person unless the giving of such thing of value is pre-approved by Compliance. A "GOVERNMENT AFFILIATED PERSON" includes, but is not limited to, any person affiliated with a governmental plan or a governmental entity, at any jurisdictional level. "Anything of value" is very broadly defined and includes, but is not limited to, logo/promotional items, meals (regardless of setting), drinks, business entertainment events, including participation in Thornburg campus seminars/events, and tickets to any type of event.

POLITICAL CONTRIBUTIONS AND POLITICAL ACTIVITY

Several federal and state regulations seek to prevent so-called "pay to play" practices by investment advisors, such as when an investment advisor makes campaign contributions to an elected official in order to influence the award of advisory contracts to manage government investment accounts. Many of these regulations restrict the ability of an investment advisor's directors, officers and employees to make or solicit political contributions.

IN ORDER TO AVOID A VIOLATION OF THESE REGULATIONS, ALL SUPERVISED PERSONS ARE PROHIBITED FROM ANY OF THE FOLLOWING ACTIVITIES, WHETHER DONE INDIVIDUALLY OR IN THE NAME OF TIM, UNLESS PRIOR APPROVAL HAS BEEN OBTAINED FROM TIM'S CHIEF COMPLIANCE OFFICER OR ANOTHER PERSON DESIGNATED BY TIM'S CHIEF COMPLIANCE OFFICER. If, after considering all relevant factors, the Chief Compliance Officer or his designee determines that the proposed activity will not violate applicable regulations, then the Chief Compliance Officer or his designee shall approve the proposed activity. In making these

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determinations, the Chief Compliance Officer or his designee may consult with other persons, including TIM's president and legal counsel.

1. Making a gift, subscription, loan, advance or deposit of money, or giving anything else of value (each, a "CONTRIBUTION"), to an incumbent, candidate or successful candidate for elective office of any State of the United States or political subdivision of a State of the United States.

2. Making a Contribution to a political action committee, political party or other entity organized to fund the political activities of an incumbent, candidate or successful candidate for elective office of any State of the United States or political subdivision of a State of the United States.

3. Working on behalf of an incumbent, candidate or successful candidate for elective office of any State of the United States or political subdivision of a State of the United States (e.g., volunteering on a political campaign), unless such work occurs outside of your normal working hours with TIM and involves no use of TIM's resources (e.g., TIM's office space or telephones).

4. Coordinating or soliciting any person (including a family member) or political action committee to make a Contribution to an incumbent, candidate or successful candidate for elective office of any State of the United States or political subdivision of a State of the United States, or to a state or local political party (e.g., hosting a fundraising event on behalf of any such candidate).

COMMENT: ATTENTION IS ALSO DIRECTED TO TIM'S THIRD-PARTY MARKETER POLICY, WHICH PLACES CERTAIN RESTRICTIONS ON THE ABILITY OF TIM TO USE A THIRD PARTY TO SOLICIT CLIENTS.

5. Doing indirectly anything which the preceding four numbered paragraphs would prohibit the Supervised Person from doing directly

COMMENT: EXAMPLES OF THE TYPES OF INDIRECT ACTIONS WHICH ARE PROHIBITED INCLUDE, BUT ARE NOT LIMITED TO, (A) A SUPERVISED PERSON COULD NOT FORM HIS OWN POLITICAL ACTION COMMITTEE AND MAKE CONTRIBUTIONS THROUGH THAT POLITICAL ACTION COMMITTEE WHICH THE SUPERVISED PERSON WOULD BE PROHIBITED FROM MAKING IN HIS OWN NAME; (B) A SUPERVISED PERSON COULD NOT FUNNEL CONTRIBUTIONS THROUGH THIRD PARTIES, SUCH AS ATTORNEYS, FAMILY MEMBERS, FRIENDS OR AFFILIATED COMPANIES; (C) MAKING A CONTRIBUTION TO A CHARITABLE ORGANIZATION AT THE REQUEST OF AN INCUMBENT, CANDIDATE OR SUCCESSFUL CANDIDATE FOR ELECTIVE OFFICE OF ANY STATE OF THE UNITED STATES OR POLITICAL SUBDIVISION OF A STATE OF THE UNITED STATES, IF THE PURPOSE IN MAKING SUCH A CONTRIBUTION IS TO INDUCE THAT INCUMBENT, CANDIDATE OR SUCCESSFUL CANDIDATE TO PROVIDE INVESTMENT ADVISORY BUSINESS TO TIM.

If you have any questions about these restrictions on political contributions and political activities, please contact TIM's Chief Compliance Officer or, in his/her absence, another member of the Compliance Department, before making the political contribution or participating in the political activity.

PROTECTION AND PROPER USE OF FIRM ASSETS

All Supervised Persons should endeavor to protect the assets of TIM and its Investment Clients, and pursue their efficient investment in accordance with TIM's business purposes. Any suspected incident of fraud or theft should be immediately reported for investigation as hereinafter described under the caption "Administration and Enforcement of the Code."

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The obligation of Supervised Persons to protect the assets of TIM includes its proprietary information. Proprietary information includes intellectual property such as trademarks and copyrights, as well as business, marketing and service plans, databases, records, salary information, unpublished financial data and reports. Unauthorized use or distribution of this information violates this Code.

INSIDER TRADING

All Supervised Persons should pay particular attention to potential violations of insider trading laws. Insider trading (also referred to as "trading on material nonpublic information," and which may include giving inside information to other persons) is both unethical and illegal, and will be dealt with if it occurs. SUPERVISED PERSONS ARE EXPECTED TO FAMILIARIZE THEMSELVES WITH THE POLICY ON INSIDER TRADING, ADOPTED BY TIM. If they have questions about these guidelines, they should consult with TIM's president, the Chief Compliance Officer, or TIM's legal counsel before making any trade for TIM or any personal trade, and before giving information to other persons.

COMMENT: ATTENTION IS DIRECTED TO TIM'S POLICY ON INSIDER TRADING, WHICH APPEARS IN COMPLIANCE'S MANUAL OF POLICIES AND PROCEDURES.

ADMINISTRATION AND ENFORCEMENT OF THE CODE CERTIFICATION

Each newly hired Supervised Person of TIM will be provided a copy of the Code. Each such individual must certify in writing within 30 days that they have received a copy of the Code, read and understand all provisions of the Code, and agree to comply with the applicable terms of the Code. TIM will provide its Supervised Persons with any amendments to the Code and will require all such individuals to certify in writing that they have received, read and understand the amendments. Each year the Chief Compliance Officer will conduct an annual meeting with Supervised Persons to review the Code. Supervised Persons will annually certify that they have read, understood and complied with the Code, that they have made all of the reports required by the Code and have not engaged in any prohibited conduct.

REPORTING VIOLATIONS

All Supervised Persons are required to promptly report any actual, apparent or suspected violations of the Code to the Chief Compliance Officer. If the Chief Compliance Officer or another compliance officer is not available the individual should report the violation to their immediate supervisor who is then responsible for reporting it to the Chief Compliance Officer. All reports will be treated confidentially to the extent permitted by law and investigated promptly.

SANCTIONS

Upon discovering a violation of this Policy, TIM may impose such sanctions as it deems appropriate, including, but not limited to, a letter of censure, fine, suspension or termination of the violator's employment.

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GLOSSARY

"ACCESS PERSON" means:

i. Any director or officer of TIM.

ii. Any Supervised Person of TIM, unless, in the Chief Compliance Officer's sole discretion, a particular Supervised Person does not have ongoing access to the Companies' headquarters or information systems.

iii. Individuals who are registered with the FINRA as an associated person of Thornburg Securities Corporation.

iv. Any director, officer, general partner or employee of any company in a Control relationship with TIM who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of Securities by any Investment Client, or whose functions relate to the making of any recommendations with respect to those purchases or sales.

v. Any natural person who is in a Control relationship with TIM and who obtains information concerning recommendations made to any Investment Client with regard to the purchase or sale of Securities by the Investment Client.

"CHIEF COMPLIANCE OFFICER" means, for purposes of this Code, TIM's chief compliance officer.

"FUND" means any series of Thornburg Investment Trust or any other Investment Company as to which TIM is an investment adviser or sub-adviser.

"INVESTMENT CLIENT" means any person with whom TIM has a contract to perform discretionary investment management services, including any series of an Investment Company.

"INVESTMENT COMPANY" means a company registered as such under the Investment Company Act of 1940.

"INVESTMENT COMPANY CLIENT" means any Investment Company (or series thereof ) as to which TIM is an investment adviser or investment sub-adviser.

"POLICY ON PERSONAL SECURITIES TRANSACTIONS" means TIM's written policy of that name, as revised from time to time. This Policy can be found in TIM's Manual of Policies and Procedures.

"REPORTABLE OUTSIDE BUSINESS ACTIVITY" means any activity wherein aTIM Supervised Person acts as an employee, independent contractor, sole proprietor, officer, director or partner of another person, or is compensated, or has a reasonable expectation of compensation, from any other person as a result of any business activity outside the scope of their relationship with the TIM or TSC..

"SUPERVISED PERSON" means any director, managing director, officer (or other person occupying a similar status or performing functions similar to any of those persons) or employee of TIM, and any other persons who are subject to TIM's supervision and control.

"TRUST" means Thornburg Investment Trust.

"TSC" means Thornburg Securities Corporation.

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CODE OF ETHICS

GENERAL

The Code of Ethics is predicated on the principle that ClariVest owes a fiduciary duty to its Clients.(1) Accordingly, Employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of Clients. At all times, ClariVest will:

o PLACE CLIENT INTERESTS AHEAD OF CLARIVEST'S -- As a fiduciary, ClariVest will serve in its Clients' best interests. In other words, Employees may not benefit at the expense of advisory Clients.

o ENGAGE IN PERSONAL INVESTING THAT IS IN FULL COMPLIANCE WITH CLARIVEST'S CODE OF ETHICS --Employees must review and abide by ClariVest's Personal Securities Transaction and Insider Trading Policies.

o AVOID TAKING ADVANTAGE OF YOUR POSITION -- Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with ClariVest, or on behalf of an advisory client, unless in compliance with the Gifts and Entertainment Policy set forth in the Compliance Manual.

o MAINTAIN FULL COMPLIANCE WITH THE FEDERAL SECURITIES LAWS -- Employees must abide by the standards set forth in Rule 204A-1 under the Advisers Act and Rule 17j-1 under the IC Act.

Any questions with respect to ClariVest's Code of Ethics should be directed to the CCO and/or the CEO or outside counsel. As discussed in greater detail below, Employees must promptly report any violations of the Code of Ethics to the CCO. All reported Code of Ethics violations will be treated as being made on an anonymous basis.

POTENTIAL RISKS

In developing these policies and procedures, ClariVest considered the material risks associated with administering the Code of Ethics. This analysis includes risks such as:

o Access persons engaging in various personal trading practices that wrongly use Non-Public Information. (These practices include but are not limited to trading ahead of Clients and passing Non-Public Information on to spouses and other persons over whose accounts the access person has control. )

o Access persons being able to front run Clients' trades and systematically move profitable trades to a personal account and let less profitable trades remain in Clients' accounts.

o Personal trading that is conducted in violation of ClariVest's policies and procedures set forth below, including personal trading conducted by dual employees.

o Personal trading that may detract from the ability of one or more Employees to perform services for Clients.

o The personal trading of Employees does not comply with certain provisions of Rule 204A-1 under the Advisers Act (and Rule 17j-1 of the IC Act), or with the provisions of the Code of Ethics.

o Access persons not being aware of what constitutes insider information.

o Employees serving as trustees and/or directors of outside organizations without prior approval. (This could present a conflict in a number of ways, for example, if ClariVest wants to recommend the organization for investment or if the organization is one of ClariVest's service providers. )

o Employees using firm property, including research, supplies, and equipment, for personal benefit.

o ClariVest or its "Covered Associates" make political contributions or coordinate political contributions in violation of Rule 206(4)-5, or their contributions are not monitored properly.

o Employees use social networking sites in a manner that could be construed as marketing on behalf of ClariVest.

ClariVest has established the following guidelines to effectuate and monitor ClariVest's Code of Ethics.

DEFINED TERMS

1. ACCESS PERSON - all of ClariVest's Employees who (1) have access to nonpublic information regarding any Client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund, or (2) are involved in making securities recommendations to Clients, or who have access to such recommendations that are nonpublic. ClariVest's outside directors are not Access Persons because they do not have the access or involvement described in the first sentence of this definition.

2. AUTOMATIC INVESTMENT PLAN - A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

3. BENEFICIAL OWNERSHIP - As set forth under Rule 16a-1(a)(2), which determines whether a person is subject to the provision of Section 16 of the 34 Act, and the rules and regulations thereunder, generally the term beneficial owner shall mean any person who, directly or indirectly, has or shares a direct or indirect "pecuniary interest" (i.e., some economic benefit) in the Security. This may also include securities held by members of an Employee's immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required hereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the securities to which the report relates.

4. CCO -- Tiffany Ayres, ClariVest's Chief Compliance Officer.

5. CEO -- Stacey Nutt, ClariVest's Chief Executive Officer.

6. CFO -- Jeff Jacobson, ClariVest's Chief Financial Officer.

7. CLIENTS - ClariVest's separate managed accounts, mutual funds and Investment Funds.

8. COMPLIANCE DEPARTMENT - ClariVest's employees who are designated to administer components of ClariVest's compliance program. The CCO is a member of, and is responsible for supervising, the Compliance Department.

9. CONTRIBUTION - A gift, subscription, loan, advance, deposit of money, or anything of value made to an Official, political party or political action committee, as applicable.

10. COVERED ASSOCIATE - (a) ClariVest's general partner, managing member or executive officer, or other individual with a similar status or function; (b) any Employee; (c) any political action committee controlled by ClariVest or by any of its Covered Associates; or (d) members of an Employees' immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent,

grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included.

11. COVERED INVESTMENT POOL - (a) any investment company registered under the IC Act that is an investment option of a plan or program of a Government Entity or (b) any investment company that would be an investment company under IC Act section 3(a) but for the exclusion provided by IC Act section 3(c)(1), 3(c)(7) or 3(c)(11).

12. EMPLOYEES -- ClariVest's "supervised persons", as defined in the Advisers Act, are its officers and employees.

13. FEDERAL SECURITIES LAWS - Means the 33 Act, 34 Act, the Sarbanes-Oxley Act of 2002, IC Act, Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

14. FRONT-RUNNING - A practice generally understood to be investment advisory personnel personally trading ahead of client accounts.

15. GOVERNMENT ENTITY - Any state or local government, any of its agencies or instrumentalities, or any public pension plan or other collective government fund, including any participant-directed plan such as a 403(b), 457 or 529 plan.

16. INSIDER TRADING - Although not defined in securities laws, insider trading is generally described as trading either personally or on behalf of others on the basis of material Non-Public Information or communicating material Non-Public Information to others in violation of the law.

17. LIMITED OFFERING -- An offering that is exempt from registration under the 33 Act pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505, or 506 of Regulation D.

18. OFFICIAL - An incumbent, candidate or successful candidate for elective office of a Government Entity.

19. REPORTABLE FUND -- Any fund for which ClariVest serves as the investment adviser as defined in section 2(a)(20) of the IC Act, or any fund whose investment adviser or principal underwriter controls ClariVest, is controlled by ClariVest, or is under common control with ClariVest, including any Mutual Fund.

20. REPORTABLE SECURITY -- Any Security, with five (5) exceptions: 1. Transactions and holdings in direct obligations of the Government of the United States; 2. Money market instruments -- bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; 3. Shares of money market funds; 4. Transactions and holdings in shares of other types of Funds, which are not Reportable Funds; and 5. Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in Funds which are not Reportable Funds.

21. SCALPING -- A practice generally understood to be investment advisory personnel personally benefiting from small gains in short-term personal trades in securities being traded in advisory accounts.

22. SECURITIES ACCOUNT - brokerage account in which any Securities are held.

23. SECURITY -- Means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

Capitalized terms used but not otherwise defined herein shall have the meaning given them in ClariVest's Compliance Manual.

GUIDING PRINCIPLES & STANDARDS OF CONDUCT

All Employees of ClariVest shall:

o Act in an ethical manner with the public, Clients, prospective clients, employers, Employees, colleagues in the investment profession, and other participants in the global capital markets;

o Place the integrity of the investment profession, the interests of Clients, and the interests of ClariVest above one's own personal financial interests;

o Adhere to the fundamental standard that you should not take inappropriate advantage of your position;

o Avoid any actual or potential conflict of interest;

o Conduct all personal securities transactions in a manner consistent with this policy;

o Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities;

o Practice, and encourage others to practice, in a professional and ethical manner that will reflect favorably on the Employee, ClariVest and the profession; and

o Comply with applicable provisions of the Federal Securities Laws.

1. PERSONAL SECURITY TRANSACTION POLICY

In order for ClariVest to minimize compliance risks such as Scalping, Front-Running or the appearance of a conflict of interest with the trading conducted for ClariVest Clients, Employees of ClariVest are prohibited from engaging in transactions in publicly-traded Reportable Securities that are equities or derivatives of equities (such as options, puts, calls, etc.) in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, except for (a) transactions in ETFs and derivatives of ETFs, (b) ownership as a result of employer sponsored compensation programs, (c) participation in an employer's qualified retirement plan, (d) exempt securities described below in "Reportable and Exempt Securities" or (e) exempt transactions described below in "Exceptions from Reporting Requirements". Subject to the following paragraph, employees are permitted to invest in privately-held Reportable Securities and publicly-traded Reportable Securities that are not equities or derivatives of equities (such as municipal bonds, etc.).

Employees may not participate in initial public offerings, and must have written pre-clearance from the Compliance Department for securities transactions involving limited offerings, including investments in an investment company advised or sub-advised by ClariVest that would be an investment company under IC Act section 3(a) but for the exclusion provided by IC Act section 3(c)(1), 3(c)(7) or 3(c)(11). (See "PRE-CLEARANCE" below for additional information.) For purposes of this policy a limited offering shall be a security that has a market capitalization of less than $500 million or security that is exempt from registration under the Securities Act of 1933. The Compliance Department shall (a) obtain from the Employee full details of the proposed transaction; and (b) except with respect to funds advised/sub-advised by ClariVest, conclude that the security does not fit the investment strategy recommended by ClariVest and if so, that no Clients have any foreseeable interest in ClariVest purchasing such security on their behalf. The Compliance Department may request a copy of any offering materials (subscription agreement, etc.) associated with the Limited Offering.

REPORTABLE AND EXEMPT SECURITIES

Reportable Securities are any Securities, with five (5) exceptions: 1. Transactions and holdings in direct obligations of the Government of the United States; 2. Money market instruments -- bankers' acceptances,

bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; 3. Shares of money market funds; 4. Transactions and holdings in shares of other types of Funds, which are not Reportable Funds; and 5. Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in Funds which are not Reportable Funds.

Commodities, futures and options traded on a commodities exchange, including currency futures are not considered securities. However, futures and options on any group or index of securities shall be considered securities.

BENEFICIAL OWNERSHIP

Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

The following are examples of indirect pecuniary interests in securities; provided however, this presumption may be rebutted:

o Securities held by members of Employees' immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included;

o Employees' interests as a general partner in securities held by a general or limited partnership; and

o Employees' interests as a manager/member in the securities held by a limited liability company.

Employees do not have an indirect pecuniary interest in securities held by entities in which they hold an equity interest unless they are a controlling equity holder or they share investment control over the securities held by the entity.

The following circumstances constitute beneficial ownership by Employees of securities held by a trust:

o Ownership of securities as a trustee where either the Employee or members of the Employees' immediate family have a vested interest in the principal or income of the trust;

o Ownership of a vested beneficial interest in a trust; and

o An Employee's status as a settlor/grantor of a trust, unless the consent of all of the beneficiaries is required in order for the Employee to revoke the trust.

For purposes of clarification, in no event will an account or pooled vehicle managed by ClariVest be subject to the Personal Security Transaction Policy, including by virtue of the fact that ClariVest receives a performance or incentive fee with respect to such account or vehicle.

REPORTING

QUARTERLY TRANSACTION REPORTS

Each Employee will work with the Compliance Department to ensure that such Employee's broker-dealers send ClariVest's Compliance Department duplicate trade confirmations and/or account statements of the Employee when possible, at a minimum, no later than thirty (30) days after the end of each calendar quarter.

Except as set forth in the following sentence, each Employee of ClariVest shall provide the Compliance Department with quarterly transaction reports that disclose all transactions in Reportable Securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership (except for exempt transactions listed in the section below entitled "Exceptions from Reporting Requirements").

The quarterly transaction reports from Employees shall contain disclosure of any transactions not reflected in a brokerage statement delivered to the Compliance Department within thirty (30) days of quarter end. If a brokerage statement does not include the information required on Attachment A, then that information must be reported on the quarterly transaction report. The quarterly transaction reports are due within thirty (30) days of quarter end and shall contain a confirmation by the Employee that the Employee has not engaged in any prohibited securities transaction. See Attachment A.

Employees shall also report on a quarterly basis, not later than 30 days after the end of the calendar quarter, the name of ANY brokerage account established by the Employee during the quarter in which any securities were held during the quarter for the direct or indirect benefit of the Employee, the date the account was established, and the date the report was submitted. Employees shall also report any brokerage account closed by the Employee during such quarter. See Attachment B.

The quarterly transaction reports and quarterly account opening/closing reports submitted by Employees are reviewed by the Compliance Department to confirm compliance with the Code of Ethics.

INITIAL AND ANNUAL HOLDINGS REPORTS

New ClariVest Employees are required to report all of their Reportable Securities holdings and Securities Accounts not later than 10 days after the commencement of their employment (See Attachment C for a copy of the Initial Securities Accounts Report and Attachment D for a copy of the Initial Holdings Report). These reports must be current as of a date not more than 45 days prior to the date the person becomes subject to this Code. Employees are permitted to retain any Reportable Securities held by them as of their hire date. If any Employee chooses to hold such Reportable Securities, it must obtain prior written approval from the Compliance Department should he/she ever want to sell any publicly-traded Reportable Security that is an equity or derivative of an equity (other than ETFs or derivatives of ETFs). (See "PRE-CLEARANCE" below for additional information.) The initial holdings reports and initial securities accounts reports submitted by Employees are reviewed by the Compliance Department to confirm compliance with the Code of Ethics.

Existing Employees are required to provide ClariVest with a complete list of Reportable Securities holdings and Securities Accounts on an annual basis, on or before February 14(th) of each year. The report shall be current at least as of December 31(st), which is a date no more than 45 days from the final date the report is due to be submitted. (See Attachment E for a copy of the Annual Securities Accounts Report and Attachment F for a copy of the Annual Holdings Report). The annual holdings reports and annual securities accounts reports submitted by Employees are reviewed by the Compliance Department to confirm compliance with the Code of Ethics.

In the event that an Employee submits brokerage or custodial statements to satisfy the initial and/or annual holdings report requirement, the Employee must be certain that such statements include the information found on the applicable Attachments.

FOR THE EMPLOYEE'S DIRECT OR INDIRECT BENEFIT. PLEASE NOTE THAT THIS REQUIREMENT

DOES NOT

EXCEPTIONS FROM REPORTING REQUIREMENTS

An Employee is not required to submit a transaction report with respect to transactions effected pursuant to an Automatic Investment Plan (such as a 401(k) or an employee stock ownership plan). The CCO will determine on a case-by-case basis whether an account qualifies for either of these exceptions.

EMPLOYEE ACCOUNTS MANAGED BY AN UNAFFILIATED MONEY MANAGER
ClariVest Employees MAY BE permitted to delegate investment authority of a personal brokerage account to an unaffiliated money manager. The Employee may not have any direct or indirect influence or control over the holdings or security transactions in the account, thus constituting a "fully-discretionary" account. Fully-discretionary accounts require PRE-APPROVAL and must be reported when opened on the Quarterly Account Opening/Closing Reporting Form, or, where applicable, on the Initial Securities Accounts Report and Annual Securities Account Report.

Quarterly, Employees will certify their compliance with ClariVest's Personal Security Transaction Policy by attesting that all security transactions were effected at the unaffiliated money manager's sole discretion. Annually thereafter, ClariVest will seek a certification from the unaffiliated money manager that they have not received nor taken instruction from the Employee requesting a transaction in any particular security. Note that the Employee is permitted to request a contribution to/withdrawal from the account, but the unaffiliated money manager must decide which securities to buy/sell, as applicable.

Finally, the Employee will work with the Compliance Department to ensure that it is receiving quarterly brokerage statements from its unaffiliated money manager.

TRADING AND REVIEW

ClariVest strictly forbids Front-Running client accounts, which is a practice generally understood to be Employees personally trading ahead of proposed client transactions. In order to minimize the risk of Front-Running, ClariVest prohibits personal securities transactions in most publicly-traded Reportable Securities as described above under "Personal Security Transaction Policy". The Compliance Department will closely monitor Employees' investment patterns to confirm compliance with these restrictions. The Compliance Associate will monitor the CCO's personal securities transactions for compliance with the Personal Security Transaction Policy.

If ClariVest discovers that an Employee is personally trading contrary to the policies set forth above, the Employee shall meet with the CCO and CEO to review the facts surrounding the transactions.

PRE-CLEARANCE

The following procedures shall apply to any situation in which an Employee must obtain pre-clearance for a trade. Employees shall request pre-clearance in writing (which includes requests by e-mail). Once pre-clearance is granted to an Employee, such Employee may only transact in that security for the time period specified by the Compliance Department. If the Employee wishes to transact in that security on any other day, they must again obtain pre-clearance from the Compliance Department.

REPORTING VIOLATIONS AND REMEDIAL ACTIONS

ClariVest takes the potential for conflicts of interest caused by personal investing very seriously. As such, ClariVest requires its Employees to promptly report any violations of the Code of Ethics to the CCO.

If any violation of ClariVest's Personal Security Transaction Policy is determined to have occurred, the CCO may impose sanctions and take such other actions as he/she deems appropriate, including, without limitation, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable client(s), if any, or given to a charity, as the CCO shall determine is appropriate.

No person shall participate in a determination of whether he or she has committed a violation of this Policy or in the imposition of any sanction against himself or herself; provided that such person may be given an opportunity to provide any explanations or additional information that the CCO may or may not consider in making his/her determination.

2. INSIDER TRADING POLICY

Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed to prevent the misuse of material, Non-Public Information by any person associated with such investment adviser. In accordance with Section 204A, ClariVest has instituted the following procedures to prevent the misuse of Non-Public Information.

Securities laws have been interpreted to prohibit the following activities:

o Trading by an insider while in possession of material Non-Public Information; or

o Trading by a non-insider while in possession of material Non-Public Information, where the information was disclosed to the non-insider in violation of an insider's duty to keep it confidential; or

o Communicating material Non-Public Information to others in breach of a fiduciary duty.

WHOM DOES THE POLICY COVER?

This policy covers all of ClariVest's Employees who (1) have access to nonpublic information regarding any Client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund, or (2) is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic. This policy also covers any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the Employee is an officer, director or 10% or greater stockholder and a partnership of which the Employee is a partner unless the Employee has no direct or indirect control over the partnership.

The Compliance Department will obtain information from Employees regarding any meetings with public company executives or representatives. The Compliance Department maintains a log of these visits and will review trading for evidence of inside information for 10 business days following the meeting.

Note that this policy does not cover ClariVest's outside board members, who do not have the access or involvement described in the first sentence of this subsection.

WHAT INFORMATION IS MATERIAL?

Individuals may not be held liable for trading on inside information unless the information is material. Information is generally viewed to be "material" where: (i) there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision; (ii) the disclosure of the information would be viewed by the reasonable investor as having significantly altered the 'total mix' of information made available; or
(iii) the disclosure of the information is reasonably certain to have a substantial effect on the market price of the security. Advance knowledge of the following types of information is generally regarded as Material:

o Dividend or earnings announcements

o Write-downs or write-offs of assets

o Additions to reserves for bad debts or contingent liabilities

o Expansion or curtailment of company or major division operations

o Merger, joint venture announcements

o New product/service announcements

o Discovery or research developments

o Criminal, civil and government investigations and indictments

o Pending labor disputes

o Debt service or liquidity problems

o Bankruptcy or insolvency problems

o Tender offers, stock repurchase plans, etc.

o Recapitalization

Information provided by a company could be material because of its expected effect on a particular class of a company's securities, all of the company's securities, the securities of another company, or the securities of several companies. The misuse of material Non-Public Information applies to all types of securities, including equity, debt, commercial paper, government securities and options.

Material Information does not have to relate to a company's business. For example, Material Information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material.

WHAT INFORMATION IS NON-PUBLIC?

In order for issues concerning inside trading to arise, information must not only be material, but also Non-Public.

Once material, Non-Public Information has been effectively distributed to the investing public, it is no longer classified as material, Non-Public Information. However, the distribution of Non-Public Information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, Non-Public Information does not change to public information solely by selective dissemination.

Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving material, Non-Public Information. Whether the "tip" made to the Employee makes him/her a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure.

The "benefit" is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of a quid pro quo from the recipient by a gift of the information. Employees may also become

insiders or tippees if they obtain material, Non-Public Information from acquaintances, at social gatherings, by overhearing conversations, etc.

SELECTIVE DISCLOSURE

Employees must never disclose proposed/pending trades to any client or other individual/entity outside of ClariVest (other than the entity trading the security for ClariVest), except in connection with the transition of a client's funds into or out of a ClariVest strategy. Additionally, ClariVest must be careful when disclosing the composition of Clients' portfolios without obtaining consent from the Compliance Department. Federal Securities Laws may specifically prohibit the dissemination of such information and doing so may be construed as a violation of ClariVest's fiduciary duty to Clients. Selectively disclosing the portfolio holdings of a client's portfolio to certain investors/outside parties may also be viewed as ClariVest engaging in a practice of favoritism. Including information regarding Clients' portfolio holdings in marketing materials and ClariVest's website is subject to the Compliance Department's approval in accordance with ClariVest's Marketing policy and procedures. All inquiries that are received by Employees to disclose portfolio holdings must be reported to the Compliance Department before such holdings are provided. In determining whether or not to approve the dissemination of holdings information, the Compliance Department will consider, among other things, how current the holdings information is. However, in no case will the Compliance Department approve the dissemination of holdings information that is less than one (1) month old (except for limited holdings information (such as top-ten holdings) or information provided in connection with an upcoming account funding or transition, which may be disseminated before it is one (1) month old). ClariVest may also maintain other practices applicable to holdings disclosure policies as agreed with clients.

ClariVest will provide Clients with certain information relating to the holdings or performance of their accounts, as requested. All Clients are provided with the opportunity to request such information to ensure that no selective disclosure of such information has occurred.

PROCEDURES TO FOLLOW IF AN EMPLOYEE BELIEVES THAT HE/SHE POSSESSES MATERIAL, NON-PUBLIC INFORMATION

If an Employee has questions as to whether they are in possession of material, Non-Public Information, they must inform the CCO as soon as possible. From this point, the Employee, CCO and/or CEO will conduct research to determine if the information is likely to be considered important to investors in making investment decisions, and whether the information has been publicly disseminated.

Given the severe penalties imposed on individuals and firms engaging in inside trading, Employees:

o Shall not trade the securities of any company in which they are deemed insiders who may possess material, Non-Public Information about the company.

o Shall not engage in personal securities transactions of any company, except in accordance with ClariVest's Personal Security Transaction Policy and the securities laws.

o Shall not discuss any potentially material, Non-Public Information with colleagues, except as specifically required by their position.

o Shall not proceed with any trading, etc. of a company if they possess material, Non-Public Information about that company until the CCO informs the Employee of the appropriate course of action.

ClariVest's Compliance Department will periodically review a sampling of employee emails and instant messages to look for evidence of violations of this policy. If the Compliance Department locates evidence of such activity, the CCO will inform the COO and/or CEO and discuss the appropriate response. The Compliance Department will maintain documentation regarding any such violations.

3. RESTRICTIONS ON SPREADING FALSE OR MISLEADING RUMORS

Market events in 2008 highlighted the potential impact of false rumors on stock prices, and regulators including the SEC responded by reminding market participants that they are prohibited from intentionally spreading false rumors to impact the financial condition of an issuer.

ClariVest Employees are prohibited from spreading rumors that they know are false or misleading with the intention of impacting a security price and/or profiting from its dissemination; for example, by shorting a stock and saying the company is in danger of collapse. If an Employee obtains information that it believes may be false or misleading, the Employee will notify the CCO before conducting any trading based on that information.

ClariVest's Compliance Department will periodically review a sampling of Employee emails and instant messages to look for evidence of violations of this policy. If the Compliance Department locates evidence of such activity, the CCO will inform the COO and/or CEO and discuss the appropriate response. The Compliance Department will maintain documentation regarding any such violations.

4. SERVING AS OFFICERS, TRUSTEES AND/OR DIRECTORS OF OUTSIDE ORGANIZATIONS

Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities.

As an outside board member or officer, an Employee may come into possession of material Non-Public Information about the outside company, or other public companies. It is critical that a proper information barrier be in place between ClariVest and the outside organization, and that the Employee does not communicate such information to other Employees in violation of the information barrier.

Similarly, ClariVest may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Employee must not be involved in the decision to retain or hire the outside organization.

Employees are prohibited from engaging in such outside activities without the prior approval from the Compliance Department. See Attachment G. Approval will be granted on a case by case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part 2A of Form ADV.

5. DIVERSION OF FIRM BUSINESS OR INVESTMENT OPPORTUNITY

Except in their role as a dual employee of Eagle, no Employee may acquire, or receive personal gain or profit from, any business opportunity that comes to his or her attention as a result of his or her association with ClariVest and in which he or she knows ClariVest might be expected to participate or have an interest in participating, without disclosing in writing all necessary facts to the CCO, offering the particular opportunity to ClariVest, and obtaining written authorization to participate from the CCO.

Any personal or family interest of an Employee in any ClariVest business activity or transaction must be immediately disclosed to the CCO. For example, if an Employee becomes aware that a transaction being considered or undertaken by ClariVest may benefit, either directly or indirectly, an Employee or a family member thereof, the Employee must immediately disclose this possibility to the CCO.

6. LOANS

No Employee may borrow funds from or become indebted to a client of ClariVest, except with respect to customary personal loans (e.g., home mortgage loans, automobile loans, lines of credit, etc.), unless the arrangement is disclosed in writing and receives prior approval from the CCO. No Employee may use ClariVest's name, position in a particular market or goodwill to receive any benefit on loan transactions without the prior express written consent of the CCO.

7. DEALINGS WITH GOVERNMENT AND INDUSTRY REGULATORS

Please refer to ClariVest's stand-alone Fraud and Corruption Prevention Policy for information regarding ClariVest's policies and procedures addressing payments to government and industry regulators and others.

It is expected and required that all Employees fulfill their personal obligations to governmental and regulatory bodies. Those obligations include the filing of appropriate federal, state and local tax returns, as well as the filing of any applicable forms or reports required by regulatory bodies.

All Employees are required to cooperate fully with management in connection with any internal or independent investigation and any claims, actions, arbitrations, litigations, investigations or inquiries brought by or against ClariVest.

8. IMPROPER USE OF CLARIVEST PROPERTY

No Employee may utilize the investment management property of ClariVest or utilize the services of ClariVest, its principals or Employees, for his or her personal benefit or the benefit of another person or entity (except in connection with ClariVest's business), without approval of the CCO. For this purpose, "investment management property" means both tangible and intangible property, including ClariVest funds, information, business plans, business opportunities, confidential research, intellectual property or proprietary processes, and ideas for new research or services.

Except for immaterial use, no Employee may utilize other property of ClariVest or utilize the services of ClariVest, its principals or Employees, for his or her personal benefit or the benefit of another person or entity, without approval of the CCO (except in connection with ClariVest's business). For this purpose, "other property" means both tangible and intangible property, including premises, equipment and supplies.

Notwithstanding the foregoing, certain employees of ClariVest, including ClariVest's the members of ClariVest's investment team and client service/marketing team, are dual employees of ClariVest and our affiliate Eagle. As dual employees, these individuals perform services for both ClariVest and Eagle. When they are performing services for ClariVest and its Clients, these employees are subject to the supervision and control of ClariVest. When they are performing services for Eagle and its clients, these employees are subject to the supervision and control of Eagle.

In performing services for Eagle and its clients, the investment team dual employees will be using property of ClariVest, including our investment processes, to manage certain products of Eagle. ClariVest has approved of this use of our property, and will receive compensation from Eagle in connection therewith.

DUAL EMPLOYEE POLICIES AND PROCEDURES
All dual employees of ClariVest and Eagle are subject to this Code of Ethics, including the personal trading restrictions set forth herein.

9. PROTECTION OF CLARIVEST'S NAME

Employees should at all times be aware that ClariVest's name, reputation and credibility are valuable assets and must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized use of ClariVest's name in any manner that could be misinterpreted to indicate a relationship between ClariVest and any other entity or activity.

10. EMPLOYEE INVOLVEMENT IN LITIGATION OR PROCEEDINGS

Employees must notify the CCO immediately if they become involved in or threatened with litigation or an administrative investigation or proceeding of any kind, are subject to any judgment, order or arrest, or are contacted by any regulatory authority. Employees must also notify the CCO immediately of changes to any disclosures in form U-4 or ADV Part 2B.

11. TRAVEL EXPENSES

Employees may charge against appropriate ClariVest accounts normal and reasonable travel and travel-related expenses incurred for a ClariVest business purpose. Such expenses may include meals and incidentals, travel costs (air, train, etc.), lodging expenses, business phone calls and other miscellaneous travel related expenses. When incurring such expenses, Employees must use reasonable judgment and generally be aware of escalating travel costs. While ClariVest has not prescribed limits on such expenses, ClariVest may reiterate its policy with Employees as necessary.

ClariVest will pay for travel expenses (airline, hotel, meals and incidentals) related to Employees' attendance at conferences, company visits, etc. In the event that any such expenses are included as part of the event (i.e. a broker-dealer charters a jet for numerous investment firms, including ClariVest, to visit a company, etc.), ClariVest shall determine the reasonableness of such expenses and may choose to approximate the value of such expenses and forward the third-party a reimbursement check. ClariVest has adopted this policy in order to avoid any perceived conflict of interest associated with our relationships with outside service providers.

12. POLITICAL CONTRIBUTIONS

POLICY STATEMENT ON CONTRIBUTIONS
ClariVest complies with SEC Rule 206(4)-5 regarding "pay-to-play" practices by investment advisers. ClariVest will not make any Contributions. No Contributions may be made by Covered Associates without the prior approval of the Compliance Department.

Rule 206(4)-5(d) makes it unlawful for any investment adviser covered by the rule and its Covered Associates to do anything indirectly which, if done directly, would result in a violation of this section. ClariVest will require its Employees to certify annually that they have not done anything indirectly which, if done directly, would result in a violation of Rule 206(4)-5.

POLITICAL CONTRIBUTION REVIEW AND APPROVAL FORMS
Before becoming an Employee, the prospective Employee must identify to the Compliance Department all relevant Contributions in the previous two years (these would include contributions by the Employee and its immediate family and controlled-PACs, each as described in the definition of "Covered Associate"). The form of the Political Contribution Review Form is attached as Attachment H.

Thereafter, each Employee must complete a Political Contribution Approval Form (attached as Attachment I) and receive authorization before any additional Contributions by a Covered Associate. A Covered Associate may be given permission for Contributions totaling up to $350 per election to an Official for

whom the individual is entitled to vote, and up to $150 per election to an Official for whom the individual is not entitled to vote, but approval on a Political Contribution Approval Form is required. Contributions to political parties and political action committees will generally be approved, but approval on a Political Contribution Approval Form is required. Where an employee has a periodic, on-going contribution to a political action committee (for example, in the case of union dues where a portion of the dues go to a PAC), the employee will be required to obtain pre-approval of such periodic contributions at least annually and/or when he/she becomes aware that the dollar amount of the contribution as changed.

Annually, each Employee must certify to ClariVest that (1) such Employee has informed the members of his/her immediate family sharing the same household of the pay to play policies and procedures set forth in ClariVest's Code of Ethics, (2) such Employee (and its immediate family and controlled-PACs, each as described in the definition of "Covered Associate") has complied with this policy, and (3) such Employee (and its immediate family and controlled-PACs, each as described in the definition of "Covered Associate") has requested and received all required approvals for each Contribution in the past year, or give ClariVest a report disclosing all Contributions made during that year. These certifications are part of ClariVest's annual Compliance Manual certification attached hereto.

CONTRIBUTION APPROVALS
No Contributions may be made without the prior written approval of the Compliance Department. The Compliance Department will notify the Covered Associate of approval or denial of clearance to make a Contribution. If a Covered Associate receives approval to make a Contribution, such Covered Associate must make that Contribution within the time period specified by the Compliance Department. If the Contribution is not made within such time period, the Covered Associate must request approval again. As set forth above, where an employee has a periodic, on-going contribution to a political action committee (for example, in the case of union dues where a portion of the dues go to a PAC), the employee will be required to obtain pre-approval of such periodic contributions at least annually and/or when he/she becomes aware that the dollar amount of the contribution as changed.

REVIEW OF CONTRIBUTIONS
ClariVest will review all Contributions made by its Covered Associates to monitor compliance with this policy. ClariVest reserves the right to require a Covered Associate to cancel and request a reimbursement of, at the Covered Associate's expense, any Contribution if ClariVest believes such Contribution might violate this policy or appears improper. Except as required to enforce this policy or to participate in any investigation concerning violations of applicable law, ClariVest will keep all such information confidential.

RESTRICTIONS ON SOLICITING OR COORDINATING CONTRIBUTIONS
ClariVest and its Covered Associates may not solicit or coordinate (1) Contributions for an Official of a Government Entity to which ClariVest is providing (or seeking to provide) advisory services or (2) any Contribution to a political party of a state or locality where ClariVest is providing or seeking to provide advisory services. ClariVest's Covered Associates must obtain pre-approval before they solicit or coordinate (1) Contributions for an Official of a Government Entity or (2) any Contribution to a political party of a state or locality. The form to use for this purpose is attached as Attachment J.

RECORDKEEPING

ClariVest's Compliance Department will keep records of:

o ClariVest's Covered Associates, including their name, title(s), and business and residence address (excluding the individuals set forth in part (d) of the definition of "Covered Associate", as they are not covered by the SEC's definition of "covered associate")

o All Government Entities that ClariVest has provided services to in the past five years (but not prior to September 13, 2010). Starting September 13, 2011, this will include Government Entities that are investors in Covered Investment Pools

o All Contributions made to an Official of a Government Entity in chronological order (including the name and title of the contributor and recipient, the amount, the date, and whether the contribution was subject to rule 206(4)-5's exception for certain returned contributions)

o All Contributions made to a political party in chronological order (including the name and title of the contributor and recipient, the amount, the date, and whether the contribution was subject to rule 206(4)-5's exception for certain returned contributions)

o All Contributions made to a PAC in chronological order (including the name and title of the contributor and recipient, the amount, the date, and whether the contribution was subject to rule 206(4)-5's exception for certain returned contributions)

13. SOCIAL NETWORKING

Although the SEC has not engaged in any formal rule-making with respect to the use of social networking websites by advisers, it is possible that the use of these sites could be deemed advertising depending on the content, context and recipient of the information disclosed on such a site. ClariVest is adopting this policy to minimize the risk that the use of these sites could be deemed advertising by ClariVest.

Employees are not restricted from accessing social networking sites such as Facebook, Twitter, LinkedIn or blogs from their work computers. However, any access by Employees from their work computers should be limited to reasonable, immaterial use. Moreover, use of social networking sites is subject to ClariVest's Employee Handbook, including, without limitation, the Operations Policies addressing Use of Communication Systems and Internet Code of Conduct.

Unless otherwise approved in writing by the Compliance Department, employees are prohibited from using social networking sites, blogs or bulletin boards to engage in marketing or advertising of ClariVest's products or services. Employees may not post any information on any social networking site, blog or bulletin board regarding ClariVest, its Clients or investments without pre-approval from the Compliance Department, other than the company name, the Employee's title and employment dates, information contained on ClariVest's website, and information contained in the Employees' approved bio. (An Employee may obtain a copy of their approved bio from the Compliance Department upon request.) If an Employee would like to post any additional information regarding ClariVest, its Clients or investments on a social networking site, blog or bulletin board, they must obtain pre-approval from the Compliance Department before posting. To be clear, Employees are not required to obtain pre-approval of their resumes before submitting them in a one-on-one communication with a prospective employer or job search firm.

Quarterly, the Compliance Department will request employee certification of compliance with this Social Networking policy. Additionally, a member of the Compliance Department will periodically search Facebook, LinkedIn and Google+ for a sample of employee profiles and will review the information contained therein to confirm it complies with the foregoing policy.

14. DISCLOSURE

ClariVest shall describe its Code of Ethics in Part 2A of Form ADV and, upon request, furnish Clients with a copy of the Code of Ethics.

The requirement to report on issues to ClariVest's Clients, including fund and ERISA Client's Boards, under this Code and securities regulations may include significant conflicts of interest that arise involving the personal investment policies, even if the conflicts have not resulted in a violation of this Code. For example, ClariVest may be required to report to a Client's Board if a Portfolio Manager is a director of a company whose securities are held by the client's portfolio.

If the CCO determines that a material violation of this Code has occurred, he or she shall promptly report the violation, and any enforcement action taken, to ClariVest's senior management. If ClariVest's senior management determines that such material violation appears to involve a fraudulent, deceptive or manipulative act, ClariVest will report its findings to the fund's Board of Directors or Trustees pursuant to Rule 17j-1.

RECORDKEEPING

ClariVest shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of regulatory authorities or ClariVest's management.

o A copy of this Code of Ethics and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

o A record of any violation of this Code of Ethics and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

o A record of all written acknowledgements (annual certifications) as required by the Manual for each person who is currently, or within the past five years was, an Employee of ClariVest.

o A copy of each report made pursuant to this Code of Ethics by an Employee, including any information provided in lieu of reports, shall be preserved by the Company for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

o A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code of Ethics, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

o The Company shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any Limited Offering by Employees for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

o [17j-1] A copy of each finding presented to the Board of a fund shall be preserved by ClariVest for at least five years after the end of the fiscal year in which the record is made, the first two years in an easily accessible place.

RESPONSIBILITY

The CCO will be responsible for administering the Code of Ethics. All questions regarding the policy should be directed to the CCO. ClariVest shall provide the Code of Ethics and all amendments to all Employees, and such Employees must annually acknowledge in writing their receipt and understanding of the Code of Ethics and such amendments.

[17j-1] In the event a material change is made to the Personal Trading Policy of the Code of Ethics, the CCO shall inform the CCO of any fund which is a Client of such material change to enable the fund CCO to ensure that such material change is approved by such fund's Board no later than six months after adoption of the material change.

ATTACHMENT A
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                      QUARTERLY TRANSACTION REPORTING FORM

REPORTING EMPLOYEE NAME: _______________ FOR QUARTER END: ______________________

I CERTIFY ALL THE INFORMATION IN THE FOLLOWING FORM IS TRUE AND I DID NOT
PARTICIPATE IN ANY PROHIBITED SECURITIES TRANSACTION PER THE CODE OF ETHICS FOR
THE SPECIFIED QUARTER .

SIGNATURE: _________________________________ DATE: _____________________________

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                             TYPE (E.G.,   TICKER
                               EQUITY;       OR
  NUMBER                       FIXED       CUSIP     PRINCIPAL   BUY (ACQUIRE)/    INTEREST RATE/                  BROKER, DEALER OR
OF SHARES   SECURITY NAME      INCOME)   (IF APP.)    AMOUNT     SELL (DISPOSE)       MATURITY       PRICE DATE          BANK
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In accordance with ClariVest's Code of Ethics, please provide a list of all reportable securities transactions that have occurred during the previous calendar quarter in any account in which you maintain a pecuniary interest; provided that you are not required to report (1) transactions reflected in brokerage statements provided to the Compliance Department within 30 days of the end of the calendar quarter or (2) transactions for which you obtained pre-approval.

ATTACHMENT B
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                QUARTERLY ACCOUNT OPENING/CLOSING REPORTING FORM

          REPORTING EMPLOYEE NAME: ___________________________________

        FOR QUARTER END: ______________________________________________
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In accordance with ClariVest's Code of Ethics, please provide a list of all
Securities Accounts that have opened/closed during the previous calendar
quarter in which you maintain a pecuniary interest.

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                                                                           DATE OF ACCOUNT      OPENED OR
NAME OF BROKER, DEALER OR BANK      ACCOUNT TITLE      ACCOUNT NUMBER       ESTABLISHMENT        CLOSED?
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I certify that this form fully discloses all of the newly opened accounts and closed accounts in which I have a pecuniary interest. Nothing in this report should be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the securities to which the report relates.

                                                                                ----------------------------------------
                                                                                Reviewed by: ___________________________
_______________________________
Print Name                                                                      Date of Review: ________________________

_______________________________          ________________________               Exception(s) Noted: ____N _______Y
Signature                                Date
                                                                                If Yes, Describe: ______________________
                                                                                ----------------------------------------

ATTACHMENT C

INITIAL REPORTING -- SECURITIES ACCOUNTS

Employee _______________________________________________ (PRINT NAME)

Information submitted current as of __________________________ (PRINT DATE)

In accordance with ClariVest's Code of Ethics, please provide a list of all Securities Accounts in which you have a pecuniary interest.

I certify that this form fully discloses all of the Securities Accounts in which I have a pecuniary interest.

________________________________________                        ________________
Signature                                                       Date


------------------------------------------------
Reviewed by: ___________________________

Date of Review: ________________________

Exception(s) Noted: ____No  _____Yes

If Yes, Describe: ______________________
------------------------------------------------

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 NUMBER                                       TYPE                  TICKER OR             PRINCIPAL AMOUNT
OF SHARES          SECURITY NAME          (E.G., EQUITY;              CUSIP
                                           FIXED INCOME)         (IF APPLICABLE)
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                             USE ADDITIONAL SHEETS AS NECESSARY.

I certify that this form fully discloses all of the reportable securities in which I have a pecuniary interest. Nothing in this report should be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the reportable security to which the report relates.

_______________________________________               __________________________
Signature                                             Date

----------------------------------------------
Reviewed by: ___________________________

Date of Review: ________________________

Exception(s) Noted: ____No  _____Yes

If Yes, Describe: ______________________
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ATTACHMENT E

ANNUAL REPORTING -- SECURITIES ACCOUNTS

Employee _______________________________________________ (PRINT NAME)

Information submitted current as of __________________________ (PRINT DATE)

In accordance with ClariVest's Code of Ethics, please provide a list of all Securities Accounts in which you have a pecuniary interest.

I certify that this form fully discloses all of the Securities Accounts in which I have a pecuniary interest.

______________________________________________        __________________________
Signature                                             Date

----------------------------------------------
Reviewed by: ___________________________

Date of Review: ________________________

Exception(s) Noted: ____No  _____Yes

If Yes, Describe: ______________________
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 NUMBER                                       TYPE                  TICKER OR             PRINCIPAL AMOUNT
OF SHARES          SECURITY NAME          (E.G., EQUITY;              CUSIP
                                           FIXED INCOME)         (IF APPLICABLE)
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                             USE ADDITIONAL SHEETS AS NECESSARY.

I certify that this form fully discloses all of the reportable securities in which I have a pecuniary interest. Nothing in this report should be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the reportable security to which the report relates.

______________________________________________        __________________________
Signature                                             Date

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Reviewed by: ___________________________

Date of Review: ________________________

Exception(s) Noted: ____No  _____Yes

If Yes, Describe: ______________________
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ATTACHMENT G

REQUEST FOR APPROVAL OF OUTSIDE ACTIVITY FORM

Name and address of company or organization: ___________________________________

Nature of organization's primary business or purpose: __________________________

Is this a public company? (YES/NO) If YES, stock symbol: _______________________

Complete description of anticipated role with organization:

Describe any compensation you will receive: ____________________________________

If this request for approval is granted:

> I agree to notify the Chief Compliance Officer of any change in the above information.

> I agree, for private or not-for-profit organizations, to seek approval to retain my position, as described above, if the organization decides to offer securities to the public, or ceases to maintain its not-for-profit status.

> I am aware of no other EMPLOYEES who are officers or directors of the organization noted above.

> I agree to adhere to the inside trading policies of both ClariVest Asset Management LLC ("ClariVest") and the organization, and not to communicate any material Non-Public information in my possession regarding the organization to ClariVest's investment advisory or research staff.

> I will avoid participation in discussions regarding service, investment management, or other arrangements with ClariVest or its affiliates, and will recuse myself from voting on any such matters.

Signature of Employee : ______________________________________ Date: ___________________________________________________

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NAME AND TITLE OF       NAME AND TITLE          AMOUNT DATE        ENTITLED TO        [Compliance Use only]
   CONTRIBUTOR          (including any                              VOTE FOR         Subject to exception for
                      city/county/state or                          RECIPIENT?         certain returned
                        other political                                                contributions under
                        subdivision) OF                                                Rule 206(4)-5(b)(3)?
                         RECIPIENT
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I certify that this form fully and accurately discloses all of the Contributions that I (or my immediate family and controlled-PACs, each as described in the definition of "Covered Associate") have made in the past 2 years.

______________________________________________        __________________________
Signature                                             Date

----------------------------------------------
Reviewed by: ___________________________

Date of Review: ________________________

Exception(s) Noted: ____No  _____Yes

If Yes, Describe: ______________________
----------------------------------------------

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NAME AND TITLE OF       NAME AND TITLE          AMOUNT DATE        ENTITLED TO        [Compliance Use only]
   CONTRIBUTOR          (including any                              VOTE FOR         Subject to exception for
                      city/county/state or                          RECIPIENT?         certain returned
                        other political                                                contributions under
                        subdivision) OF                                                Rule 206(4)-5(b)(3)?
                         RECIPIENT
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I certify that this form fully and accurately discloses all requested information regarding the Contribution that I (or or someone in my immediate family or a controlled-PAC, each as described in the definition of "Covered Associate") would like to make.

______________________________________________        __________________________
Signature                                             Date

----------------------------------------------
Reviewed by: ___________________________

Date of Review: ________________________

Approval Granted: ____No  _____Yes

If Yes, Describe: ______________________
________________________________________
________________________________________
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ATTACHMENT J

CONTRIBUTION COORDINATION APPROVAL FORM

Employee _______________________________________________ (PRINT NAME)

Information submitted current as of __________________________ (PRINT DATE)

I certify that this form fully and accurately discloses all requested information regarding the activity that I (or someone in my immediate family or a controlled-PAC, each as described in the definition of "Covered Associate") would like to engage in.

______________________________________________        __________________________
Signature                                             Date

----------------------------------------------
Reviewed by: ___________________________

Date of Review: ________________________

Approval Granted: ____No  _____Yes

If Yes, Describe: ______________________
________________________________________
________________________________________
----------------------------------------------

AJO

CODE OF ETHICS

AJO, while affirming its confidence in the integrity and good faith of its employees, principals, and associates ("employees" or "you"), recognizes that employees have or may have knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions made by or for its clients, and that if employees engage in personal transactions in securities that are eligible for investment by clients, these individuals could be in a position where their personal interests may conflict with the interests of the clients.

In view of the foregoing and of the provisions of Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act") and of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), AJO has adopted this Code of Ethics (the "Code") to specify and prohibit certain types of activities and transactions deemed to create actual conflicts of interest or the potential for conflicts, and to establish reporting requirements and enforcement procedures.

I. STATEMENT OF GENERAL PRINCIPLES

AJO has a fiduciary relationship with its clients and owes those clients the utmost duty of loyalty, good faith, and fair dealing. In order to uphold these important duties, and in recognition of the trust and confidence placed in AJO by its clients, AJO hereby adopts the following general principles to guide the actions of its employees:

A. The interests of the clients are paramount. AJO employees must place the interests of the clients before their own.

B. All personal transactions in securities or reportable funds by AJO employees must be accomplished so as to avoid conflicts of interest on the part of such personnel with the interests of any client.

C. All AJO employees must avoid actions or activities that would allow them to inappropriately profit or benefit from their position with respect to any client, or that otherwise bring into question the employee's independence or judgment.

D. All oral and written statements made by AJO employees in the performance of their duties must be professional, accurate, and not misleading.

II. SCOPE OF THE CODE

The Code addresses the personal trading and other securities-related conduct of AJO's employees and is an integral aspect of AJO's compliance program. AJO has developed other compliance policies and procedures, some of which may be applicable to you. AJO's chief compliance officer (CCO) or other personnel will notify you regarding the other compliance policies and procedures to which you must adhere.

A. Persons Covered by the Code

This Code applies to each of AJO's partners, officers, and employees, all of whom AJO deems to be "access persons" for purposes of the Code. In general, this Code also applies to the Family Members of access persons. Family Members are an access person's spouse, minor children, and relatives by blood or marriage living in the person's household. AJO's CCO may designate additional persons, such as independent contractors or consultants, as access persons subject to the Code from time to time as appropriate.

B. Securities Covered by the Code

The term SECURITY as used in this Code includes any stock, bond, future, investment contract or any other instrument that is considered a security under the Investment Advisers Act. The term SECURITY is very broad and includes items such as: (a) options on securities, on indexes, and on currencies; (b) limited partnerships; (c) foreign unit trusts and foreign mutual funds; and (d) private investment funds, hedge funds, and investment clubs.

The term SECURITY does NOT include: (a) direct obligations of the U.S. government; (b) bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; (c) shares issued by money market funds; (d) shares of open-end mutual funds; and (e) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds.

The Code governs any security in which you, as an access person, have any direct or indirect beneficial ownership, including interests in a trust, partnership, or retirement plan. For purposes of this Code, you are presumed to have beneficial ownership of securities or accounts held by any Family Members living in your household. A more comprehensive definition of beneficial ownership, and of other terms used herein, can be found in the Definitions section at the end of this Code.

This Code also governs investments in "reportable funds." A reportable fund means an investment company registered under the 1940 Act or similar legislation (or a series of such a company) for which AJO acts as adviser or sub-adviser. A current list of reportable funds can be found on AJO's intranet or can be obtained from a Compliance Officer.

III. PROHIBITED PURCHASES AND SALES OF SECURITIES

A. No employee shall, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by any client:

(1) employ any device, scheme, or artifice to defraud such client;

(2) make to such client any untrue statement of a material fact or omit to state to such client a material fact necessary in order to make the statements

     made, in light of the circumstances under which they are made, not
     misleading;

(3)  engage in any act, practice or course of business that would operate
     as a fraud or deceit upon such client; or

(4)  engage in any manipulative practice with respect to such client.

B. You may not purchase or sell, directly or indirectly, any security in which you have or by reason of such transaction acquire beneficial ownership, on a day during which the same (or a related) security is being purchased or sold by any client. You may not trade a security within three calendar days before a date when it is reasonably expected that a client will trade in the same (or a related) security. Exemptions from this prohibition are permitted as described in Article V below.

C. No employee may purchase or redeem shares of a reportable fund in violation of the policies and restrictions set forth in the reportable fund's prospectus or other offering document, including but not limited to the restrictions limiting the frequency of transfers into and out of the reportable fund that are designed to prevent so-called market timing.

D. Employees are generally prohibited from acquiring securities as part of an Initial Public Offering. Exceptions to this general prohibition may be made by the CCO.

E. No employee shall purchase a security offered in a Limited Offering without the specific, prior written approval of a member of AJO's compliance staff (a "Compliance Officer").

F. No employee shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) equity or equity derivative security (excluding mutual fund and ETF shares) within a 30-day period. Exceptions to this policy are permitted only with the approval of a Compliance Officer and then only in the case of emergency or extraordinary circumstances.

IV. POLICY STATEMENT ON INSIDER TRADING

AJO forbids any employee from trading, either personally or on behalf of others, including accounts managed by AJO, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading" and is a violation of the federal securities laws, punishable by a prison term and significant monetary fines for the individual and the investment adviser. AJO's policy applies to every principal, associate, and employee and extends to activities within and outside their duties at AJO. Any questions regarding AJO's policy and procedures should be referred to a Compliance Officer.

AJO CODE OF ETHICS 3

The term INSIDER TRADING is not defined in the federal securities laws but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an insider) or to communications of material nonpublic information to others. Securities that trade in the European Union are subject to the insider dealing and market manipulations prohibitions of the EU's Market Abuse Regulation (MAR). Under the MAR, inside information is defined as information of a precise nature, which has not been made public; relating, directly or indirectly, to one or more issuers of financial instruments or to one or more financial instruments; and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of a related derivative.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(1) Trading by an insider, while in possession of material nonpublic information, or

(2) Trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or

(3) Communicating material nonpublic information to others.

(4) Using inside information to cancel or amend orders or bids placed before the person possessed the inside information.(1)

(5) Recommending or inducing another person to engage in insider trading.

The concept of insider is broad. It includes principals, associates, and employees of a company. In addition, a person can be a temporary insider if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. AJO may become a temporary insider of a company it advises or for which it performs other services. For that to occur, the company must expect AJO to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before AJO will be considered an insider.

Trading on inside information is not a basis for liability unless the information is material. Material information generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that principals, associates, and employees should consider material includes, but is not

AJO CODE OF ETHICS 4

limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Any non-public information about a client should be considered material, including client holdings and actual or potential client trades.

Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in a publication of general circulation or readily accessible on the internet would be considered public.

Before trading for yourself or others in the securities of a company about which you may have potential inside information, ask yourself the following questions:

(1) Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

(2) Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

If, after consideration of the above, you believe the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

(1) Report the matter immediately to a Compliance Officer.

(2) Do not purchase or sell the securities on behalf of yourself or others.

(3) Do not communicate the information inside or outside AJO, other than to the Compliance Officer.

(4) After the Compliance Officer has reviewed the issue, you may be instructed to continue the prohibitions against trading and communication, or you may be allowed to trade and communicate the information.

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within AJO, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.

The role of the Compliance Officer is critical to the implementation and maintenance of AJO's policy and procedures against insider trading. AJO's supervisory procedures can be divided into two classifications -- prevention of insider trading and detection of insider trading.

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To prevent insider trading, AJO will, when it has been determined that a principal, associate, or employee of AJO has material nonpublic information:

(1) Implement measures to prevent dissemination of such information, and

(2) If necessary, restrict principals, associates, and employees from trading the securities.

To detect insider trading, the Compliance Officer will:

(1) Review the trading activity reports filed by each principal, associate, and employee, and

(2) Compare such activity to the trading activity of accounts managed by AJO.

V. PRECLEARANCE OF TRANSACTIONS

A. Except as provided in Article V, Section C, you must pre-clear each proposed transaction in securities with a Compliance Officer prior to proceeding with the transaction. No transaction in securities shall be effected without the prior written approval of the Compliance Officer. In determining whether to grant such clearance, the Compliance Officer shall refer to Article V, Section D, below. Preclearance of a securities transaction is generally valid for 24 hours but may be extended by a Compliance Officer if circumstances warrant such an extension.

B. In determining whether to grant approval for the purchase of a security offered in a Limited Offering by an employee, the Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a client and whether the opportunity is being offered to the employee by virtue of his or her position with AJO. (See also Article VII, Section F.)

C. The preclearance requirements of Article V, Section A, shall not apply to the following transactions:

(1) Purchases or sales over which the employee has no direct or indirect influence or control.

(2) Purchases or sales that are non-volitional on the part of the employee, including purchases or sales upon exercise of puts or calls written by the employee and sales from a margin account pursuant to a bona fide margin call.

(3) Purchases that are part of an automatic dividend reinvestment plan or other automated investment plan.

(4)  Purchases effected upon the exercise of rights issued by an issuer
     pro rata to all holders of a class of its securities, to the extent
     such rights were acquired from such issuer, and sales of such rights
     so acquired.

(5)  Fixed income securities.

(6)  Mutual funds and exchange-traded funds, including reportable funds.

(7)  The exercise of options on employer stock by a Family Member of an
     employee.

D. The following transactions shall be entitled to clearance by the Compliance Officer:

(1) Transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any client and which are otherwise in accordance with Rule 204A-1 and Rule 17j-1. Such transactions would normally include purchases or sales of up to 1,000 shares of a security if the issuer has a market capitalization of over $1 billion.

(2) Purchases or sales of securities that are not eligible for purchase or sale by any client as determined by reference to the 1940 Act and blue sky laws and regulations thereunder, the investment objectives and policies and investment restrictions of the clients and any undertakings made to regulatory authorities.

(3) Transactions that the Compliance Officer after consideration of all the facts and circumstances, determines to be in accordance with Article III and to present no reasonable likelihood of harm to a client.

VI. ADDITIONAL RESTRICTIONS AND REQUIREMENTS

A. No employee shall accept or receive any gift of more than US$50 in value from any person or entity that does business with or on behalf of AJO or a client. Employees may accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. You may not accept from a client, prospective client, or any entity that does business with or on behalf of AJO any gifts of cash or cash equivalents.

B. AJO employees are prohibited from making political or other contributions with the intent of obtaining investment advisory business from a governmental or quasi-governmental agency. Improper payments prohibited by this policy include bribes, kickbacks, excessive gifts or entertainment, or any other payment made or offered to obtain an undue business advantage. These payments should not be confused with reasonable and limited expenditures for gifts, business entertainment and other legitimate activities directly related to the conduct of AJO's business.

     The prohibition on bribery and other improper payments applies to all
     business activities, but is particularly important when dealing with
     government officials. The U.S. Foreign Corrupt Practices Act and similar
     laws in other countries strictly prohibit improper payments to gain a
     business advantage and impose severe penalties for violations. The
     following summary is intended to provide personnel engaged in international
     activities a basic familiarity with applicable rules so that inadvertent
     violations can be avoided and potential issues recognized in time to be
     properly addressed.

     The FCPA is a criminal statute that prohibits improper payments to
     government officials to influence performance of their official duties. The
     FCPA makes it unlawful for any U.S. company and its employees or agents to
     offer, promise, pay or authorize the payment of anything of value to any
     foreign official -- a term that is very broadly defined -- to help the
     company obtain or keep business or to secure some other improper business
     advantage. This prohibition applies whether the offer or payment is made
     directly or through another person.

     The penalties for violating the FCPA are severe. For a company, potential
     sanctions range from multi-million dollar fines and disgorgement of any
     business profits from an improper payment to loss of export privileges or
     eligibility to compete for U.S. government contracts. These sanctions are
     in addition to potential reputational damage and investigation and defense
     costs, which may arise even without a formal government prosecution. The
     penalties for individuals can be even more severe, including substantial
     fines and imprisonment.

C.   No AJO employee shall accept a position as a director, trustee, or general
     partner of a publicly traded company or partnership unless the acceptance
     of such position has been approved by the CCO as consistent with the
     interests of the clients. If board service is authorized, AJO employees
     serving as directors normally should be isolated from those making
     investment decisions through "Chinese wall" or other procedures. Employees
     shall not engage in outside business activities in the financial services
     industry or in any other business which competes with AJO unless such
     outside business activity has been approved by the CCO.

D.   You must direct each brokerage firm, investment adviser, mutual fund or
     bank at which the access person maintains a securities or reportable fund
     personal account to promptly send duplicate copies of such person's account
     statements and transaction confirmations to the CCO. Compliance with this
     provision can be effected by providing duplicate copies of all such
     statements and confirmations directly to the CCO within two business days
     of receipt by the employee.

E.   All non-public client information (including that of former clients),
     including portfolio holdings, should be considered confidential and should
     not be disclosed to anyone other than a) the client and its designated
     representatives


AJO                                    CODE OF ETHICS                          8

     and agents; b) AJO service providers who require the information to provide
     services to AJO and who have agreed to keep the information confidential;
     and (c) voluntary communication with the U.S. Securities and Exchange
     Commission or other regulator concerning possible securities law
     violations.

F.   Any employee who commits, witnesses, or discovers a violation of this Code
     must promptly report such violation to a Compliance Officer. No retaliatory
     measures will be taken or permitted against any employee for reporting a
     Code violation. Questions about this Code and its applicability should be
     directed to a Compliance Officer.

G.   You must comply with all applicable securities laws, including the
     prohibition on market manipulation under Section 9 of the Securities
     Exchange Act of 1934 and the European Market Abuse Regulation. Market
     manipulation includes price manipulation and other deliberate attempts to
     interfere with the free and fair operation of the securities markets and
     may encompass the spreading of rumors about an issuer. You must report to a
     Compliance Officer any conviction of a felony or other crime or
     disciplinary action covered by Item 11 of AJO's Form ADV or any other
     matter that could require disclosure in or amendment of the Form ADV.

VII. REPORTING OBLIGATIONS

A. INITIAL HOLDINGS REPORTs. You shall report to the Compliance Officer not later than 10 days after you become subject to this Code the following information:

(1) The title, number of shares, and principal amount of each security and each reportable fund in which you had any beneficial ownership when you became an access person subject to the Code;

(2) The name of any broker, dealer, or bank with whom you maintained an account in which any securities or reportable funds were held for your beneficial ownership as of the date you became an access person; and

(3) The date you submitted the report.

B. QUARTERLY TRANSACTION REPORTS. You shall report all security or reportable fund transactions, and any new personal accounts opened, to the Compliance Officer each quarter. In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated. Every report shall be made not later than 30 days after the end of a calendar quarter and shall contain the following information:

(1) With respect to any transaction during the quarter in a security or a reportable fund in which you had any beneficial ownership:

(i) The date of the transaction, title, number of shares, and principal amount of each security or reportable fund involved;

     (ii) The nature of the transaction (I.E., purchase, sale, or any
          other type of acquisition or disposition);

    (iii) The price of the security or reportable fund at which the
          transaction was effected;

     (iv) The name of the broker, dealer, adviser, mutual fund company, or
          bank with or through whom the transaction was effected; and

     (v)  The date you submitted the report.

(2)  With respect to any personal account established during the quarter
     in which any securities or reportable funds were held for your
     beneficial ownership:

     (i)  The name of the broker, dealer, adviser, mutual fund company, or
          bank with whom the account was established;

    (ii)  The date the account was established; and

   (iii)  The date you submitted the report.

C. ANNUAL HOLDINGS REPORTS. You shall report to the Compliance Officer not later than January 30 each year the following information:

(1) The title, number of shares, and principal amount of each security and reportable fund held for your beneficial ownership of December 31 the prior year;

(2) The name of any broker, dealer, adviser, mutual fund company, or bank with whom you or a Family Member maintains a personal account in which any securities or reportable funds were held for your beneficial ownership; and

(3) The date you submitted the report.

D. ANNUAL CERTIFICATION. You shall certify annually that you:

(1) Have read and understand this Code;

(2) Recognize that you are subject to the Code;

(3) Have complied with the Code; and

(4) Have disclosed and reported all personal securities and reportable fund transactions and holdings required to be disclosed or reported.

E.   You shall report the name of any publicly traded company (or any company
     anticipating a public offering of its equity securities) and the total
     number of its shares beneficially owned by you if such total beneficial
     ownership is more than 1/2 of 1% of the company's outstanding shares.

F.   If you own securities acquired in a Limited Offering, you shall disclose
     such ownership to the Compliance Officer if you are involved in any
     subsequent consideration of an investment in the issuer by AJO on behalf of
     a client. AJO's decision to recommend the purchase of such issuer's
     securities to any client will be subject to independent review by
     investment personnel with no personal interest in the issuer.

G.   The Compliance Officer shall submit confidential quarterly and annual
     reports with respect to his or her own personal securities transactions and
     holdings to an individual designated to receive his or her reports, who
     shall act in all respects in the manner prescribed herein for the
     Compliance Officer.

VIII. REVIEW AND ENFORCEMENT

A. AJO shall create and thereafter maintain a list of all access persons subject to the Code.

B. A Compliance Officer shall review all transactions and holdings reports submitted by such access persons. The Compliance Officer shall compare all reported personal securities transactions with completed portfolio transactions of the access persons and a list of securities being considered for purchase or sale by AJO to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Compliance Officer shall give such person an opportunity to supply additional explanatory material.

C. If the CCO determines that a material violation of this Code may have occurred, he may submit his written determination, together with the confidential quarterly report and any additional explanatory material provided by the individual, to AJO's outside counsel, who shall make an independent determination as to whether a material violation has occurred.

D. If it is determined that a material violation of this Code has occurred, AJO's Managing Principal and other principals shall impose upon the individual such sanctions as they deem appropriate.

E. No person shall participate in a determination of whether he or she has committed a violation of this Code or in the imposition of any sanction against himself or herself. If a securities transaction of the CCO is under consideration, AJO's Managing Principal shall act in all respects in the manner prescribed herein for the CCO.

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IX. RECORDS

AJO shall maintain records in the manner and to the extent set forth below, which records shall be available for examination by representatives of the U.S. Securities and Exchange Commission or other regulatory body.

A. A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place.

B. A record of any violation of this Code, and of any action taken as a result of such violation, shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs.

C. A copy of each report made by an access person pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place.

D. A record of all persons who are, or within the past five years have been, required to make reports pursuant to this Code or are required to review these reports shall be maintained in an easily accessible place.

E. A copy of each report required in Article X below must be maintained for at least five years following the end of the fiscal year in which it is made, the first two years in an easily accessible place.

F. AJO shall maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by access persons of Limited Offerings for at least five years after the end of the fiscal year in which the approval is granted.

X. MISCELLANEOUS

A. All reports of securities transactions and any other information filed with AJO pursuant to this Code shall be treated as confidential, except where AJO is required by law or by fiduciary obligation to disclose such information.

B. AJO may use an automated system for the administration of this Code. Transaction requests, holdings reports, certifications, or other communications submitted to such compliance system shall be deemed to have been submitted to a Compliance Officer under this Code.

C. AJO may from time to time adopt such interpretations of this Code as it deems appropriate.

D. AJO's compliance staff shall provide to AJO employees such training and education related to this Code as the compliance staff deems necessary.

E.   AJO's CCO shall report at least annually to AJO and, as requested, to the
     Board of Trustees of each reportable fund as to the operation of this Code
     and shall address in any such report any violations requiring significant
     remedial action and the need (if any) for further changes or modifications
     to this Code.

F.   As required by law or as requested by a reportable fund, the CCO shall
     certify to the Board of Trustees of the reportable fund that AJO has
     adopted procedures reasonably necessary to prevent Access Persons from
     violating AJO's Code of Ethics.

G.   The CCO shall submit this Code and all material changes to this Code to
     each reportable fund for review and approval no later than six months
     following the date of implementation of such material changes.

XI. DEFINITIONS

A. "Beneficial Ownership" of a security or reportable fund is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"). This means that a person should generally consider himself or herself the beneficial owner of any securities in which he or she has a direct or indirect pecuniary interest. In addition, a person should consider himself or herself the beneficial owner of securities or reportable funds held by (i) his or her spouse or minor children, (ii) a relative who shares his or her home, or (iii) other persons by reason of any contract, arrangement, understanding, or relationship that provides him or her with sole or shared voting or investment power over the securities held by such person.

B. "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933 (the "1933 Act") the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the 1934 Act.

C. A "Limited Offering" means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the 1933 Act.

D. "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security.

E. A "security" as defined in the Investment Advisers Act means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral- trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into

     on a national securities exchange relating to foreign currency, or, in
     general, any interest or instrument commonly known as a security, or any
     certificate of interest or participation in, temporary or interim
     certificate for, receipt for, guarantee of, or warrant or right to
     subscribe to or purchase, any of the foregoing.

F.   A "security held or to be acquired" by a client means any security which,
     within the most recent 15 days, (i) is or has been held by a client or (ii)
     is being or has been considered by AJO for purchase by a client. A
     "security held or to be acquired" also includes any option to purchase or
     sell, and any security convertible into or exchangeable for, securities
     held or considered for purchase under (i) or (ii).

G.   A security is "being purchased or sold" by a client from the time when a
     recommendation has been communicated to the person who places the buy and
     sell orders for a client until the time when such program has been fully
     completed or terminated.

This Code is effective April 1, 2017, and supersedes any prior version of the Code. (Originally adopted the 20(th) day of February 1996 and amended January 15, 1999; September 26, 2000; December 31, 2003; January 3, 2005; January 3, 2006; January 2, 2008; January 2, 2009; and May 30, 2014.)

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