INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 17th day of July, 2017 by and between The Advisors' Inner Circle Fund III (the "Trust"), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and Investec Asset Management North America, Inc. (the "Adviser"), a corporation with its principal place of business at 666 Fifth Avenue, 37(th) floor, New York, NY 10103.

W I T N E S S E T H

WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the Adviser to act as investment adviser to the Trust on behalf of the series set forth on Schedule A to this Agreement (the "Fund"), as such Schedule may be amended from time to time upon mutual agreement of the parties, and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

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

1. THE ADVISER'S SERVICES.

(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for the Fund, consistent with the investment objectives and policies of the Fund. The Adviser shall determine, from time to time, what securities or other investments (collectively, "securities") shall be purchased for the Fund, what securities shall be held or sold by the Fund and what portion of the Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of the Fund's assets or to otherwise exercise its right to control the overall management of the Fund.

(b) COMPLIANCE. The Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the

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

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

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

Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of the Fund in any contemplated or actual legal proceedings, including

but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Adviser will not be responsible for determining a Fund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held by the Fund, or for taking any action in connection with such proceeding, and the Trust expressly reserves this authority for itself.

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

The Adviser shall maintain separate books and detailed records of all matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under the 1940 Act (other than those records being maintained by any administrator, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records"). The Fund Books and Records shall be available to the Board during business hours and upon request, shall be delivered to the Trust upon the termination of this Agreement and shall be available with reasonable notice during any day the Trust the Adviser and the Adviser's parent located in the United Kingdom are open for business.

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

(f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to cooperate with and provide reasonable assistance to the Trust, any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Trust with respect to such information regarding the Fund as such entities may reasonably request from time to time in the performance of their obligations, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.

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

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

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

(b) BOARD AND FILINGS INFORMATION. The Adviser will provide the Trust with any information reasonably requested regarding its management of the Fund required for any meeting of the Board, or for any shareholder report, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy statement, or prospectus

supplement to be filed by the Trust with the Commission. The Adviser will make its officers and employees available to meet with the Board from time to time on due notice to review its investment management services to the Fund in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.

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

4. BROKERAGE.

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

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

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

(d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for the Fund,

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

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

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

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

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

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

(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed, and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively the "Disclosure Documents") that are provided to the Adviser for review and represents and warrants that, solely with respect to information about the Adviser and its investment strategy, such Disclosure Documents contain or will contain no untrue statement of any

material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) USE OF THE NAME "INVESTEC". The Adviser has the right to use the name "INVESTEC" in connection with its services to the Trust and that, subject to the terms set forth in Section 8 of this Agreement, the Trust shall have the right to use the name "INVESTEC" in connection with the management and operation of the Fund. The Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Adviser or the Trust

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

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

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

(h) BINDING AND ENFORCEABLE. Each party hereto represents and warrants that this Agreement is binding upon it and enforceable in accordance with its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights or general principles of equity.

(i) GENERAL COMPLIANCE. Each party hereto represents and warrants that it has complied with and will continue to comply with all laws, rules and regulations or court and governmental orders by which it is bound or to which it is subject in connection with the execution and performance of this Agreement.

(j) LICENSES. Each party hereto represents and warrants has and will continue to have all governmental, regulatory, self-regulatory and exchange licences, registrations, memberships, and approvals required to discharge its obligations under this Agreement

(k) REPRESENTATIONS. The representations and warranties in this
Section 7 shall be deemed to be made on the date this Agreement is executed and at the time of delivery

of the quarterly compliance report required by Section 3(a), whether or not specifically referenced in such report.

8. THE NAME "INVESTEC". The Adviser grants to the Trust a license to use the name "INVESTEC" (the "Name") as part of the name of the Fund. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of the Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name; the Trust acknowledges and agrees that, as between the Trust and the Adviser, the Adviser has the right to use, or authorize others to use, the Name. The Trust shall (1) only use the Name in a manner consistent with uses approved by the Adviser; (2) use its best efforts to maintain the quality of the services offered using the Name; and (3) adhere to such other specific quality control standards as the Adviser may from time to time promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser representative samples of any promotional materials using the Name and make any changes to such promotional or other materials as may be reasonably requested by the Adviser; and (b) change the name of the Fund within three months of its receipt of the Adviser's request, or such other shorter time period as may be required under the terms of a settlement agreement or court order, so as to eliminate all reference to the Name and will not thereafter transact any business using the Name in the name of the Fund; provided, however, that the Trust may continue to use, solely as reasonably necessary beyond such date, any supplies of prospectuses, marketing materials and similar documents that the Trust had on the date of such name change in quantities not exceeding those historically produced and used in connection with such Fund.

9. FUND MARKETING. The Trust permits the Adviser to (i) market the Funds; and (ii) include the Fund's performance in a composite performance presentation of similar accounts.

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

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

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

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

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

13. DURATION AND TERMINATION.

This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 13(c) and unless terminated automatically as set forth in
Section 13 hereof or until terminated as follows:

(a) The Trust may cause this Agreement to terminate upon at least thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or

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

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

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

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

14. CERTAIN DEFINITIONS. For the purposes of this Agreement:

(a) "Affirmative vote of a majority of the outstanding voting securities of the Fund" shall have the meaning as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.

(b) "Interested persons" and "Assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.

15. LIABILITY OF THE ADVISER.

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

(b) The Adviser, its affiliates and its and their respective officers, directors, members, principals, shareholders, controlling persons, partners, managers, employees, agents, affiliates or assigns shall be liable to the Fund for any loss, claims, damages, expenses or liabilities ("Losses"), as a result of (i) any investment made by the Adviser in contravention of: (a) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (b) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"); and (ii) the Losses described in subsection (c) below. Notwithstanding the foregoing and for the avoidance of doubt, the Adviser shall not be liable for any Losses in connection with any matters for which the Adviser is not responsible or does not perform a role as set forth in this Agreement.

(c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of
Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all Losses (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact made by the Adviser in any Disclosure Document or the Adviser's omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's non-performance of its duties hereunder; provided, however, that nothing herein shall be

deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. The Adviser shall neither be liable to any Indemnified Party for any Loss suffered as a consequence of any action or inaction of any administrator, custodian, distributor or transfer agent appointed by the Fund or the Trust. To the extent permitted by applicable law, the Adviser shall not be liable for indirect, special, incidental, punitive or consequential Losses.

(d) There is no capital guarantee with respect to the Adviser's management of the Fund and investors of the Fund may experience a capital loss. The Trust understands that investment decisions made for the Fund by Adviser are subject to various market, currency, economic, political, business and structural risks, and that those investment decisions will not always be profitable.

(e) The Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Adviser shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

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

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

18. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the owner ship of the Adviser within a reasonable time prior to such change being effected.

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

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

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

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

THE ADVISORS' INNER CIRCLE FUND III, on behalf of the Fund(s) listed on Schedule A

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

INVESTEC ASSET MANAGEMENT NORTH AMERICA, INC.

By: /s/ Dana A. Troetel
    -------------------
       Name: Dana A. Troetel
       Title: Head of Legal, Americas

By: /s/ Andre Van Heerden
    ---------------------
       Name: Andre van Heerden
       Title: Business Manager, North America

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED JULY 17, 2017 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
INVESTEC ASSET MANAGEMENT NORTH AMERICA, INC.

The Trust will pay to the Adviser as compensation for the Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the Fund in accordance the following fee schedule:

SUB-ADVISORY AGREEMENT

This Sub-Advisory Agreement ("AGREEMENT") is made as of December 5, 2016, between Fiera Capital Inc., a Delaware corporation located at 375 Park Avenue, 8th Floor, New York, NY 10152 ("MANAGER"), and Ellington Management Group, L.L.C., a Delaware limited liability company located at 53 Forest Avenue, Old Greenwich, CT 06870 ("SUB-ADVISER").

WITNESSETH:

WHEREAS, The Advisors' Inner Circle Fund III, a Delaware statutory trust ("TRUST"), is registered under the Investment Company Act of 1940, as amended ("1940 ACT"), as an open-end management investment company and has established one or more separate series of shares ("SERIES") with each Series having its own assets and investment policies; and

WHEREAS, Trust has retained Manager to provide investment advisory and administrative services to certain of the Series of the Trust pursuant to an investment advisory agreement dated December 5, 2016 ("INVESTMENT ADVISORY AGREEMENT"), which agreement specifically provides for the retention of a sub-adviser to provide the investment advisory services described therein; and

WHEREAS, the Manager desires to retain Sub-Adviser to furnish investment advisory and portfolio management services to the portion of each Series listed in Schedule A hereto that has been allocated to the Sub-Adviser by the Manager and to the portion of such other Series of Trust hereinafter established as agreed to from time to time by the parties ("ALLOCATED PORTION"), evidenced by an addendum to Schedule A (hereinafter "SERIES" shall refer to each Series which is subject to this Agreement), and the Sub-Adviser is willing to furnish such services, in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. SERVICES AND RESPONSIBILITIES OF THE SUB-ADVISER

1.1 INVESTMENT MANAGEMENT SERVICES. Subject to the general oversight of the Manager, and in accordance with the Series' investment objectives, policies and restrictions, the Sub-Adviser shall act as the investment subadviser to the Series and, as such, shall (i) formulate a continuing program for the investment of the assets of the Allocated Portion in a manner consistent with the Series' investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, as it may be amended from time to time by the mutual agreement of the parties hereto, and
(ii) determine from time to time securities or other assets/instruments to be purchased, sold, retained, borrowed or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. The Sub-Adviser shall determine what portion of the Allocated Portion's assets will be invested or held uninvested as cash or cash equivalents. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Series with respect to the Allocated Portion in the same manner and with the same force and effect as the Series itself might or could do with

respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Allocated Portion as the Manager may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Manager. No reference in this Agreement to the Sub-Adviser having full discretionary authority over the Allocated Portion's investments shall in any way limit the right of the Manager, in its sole discretion, to establish or revise policies in connection with the management of the Allocated Portion's assets or to otherwise exercise its right to control the overall management of the Allocated Portion's assets.

Upon written notice to the Sub-Adviser, the Manager has the right at any time to reallocate the portion of a Series' assets allocated to the Allocated Portion pursuant to this Agreement if the Manager deems such reallocation appropriate.

The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. Subject to seeking best execution, the Sub-Adviser is authorized to enter into executing broker agreements on behalf of the Series solely with respect to its management of the Allocated Portion, provided that the Sub-Adviser shall coordinate all such brokerage execution with the Series' prime broker and custodian. The Sub-Adviser is directed at all times to seek to execute transactions for the Allocated Portion in accordance with any written policies, practice or procedures that may be established by the Board of Trustees of the Trust (the "BOARD") or the Manager from time to time, consistent with those described in the Series' prospectus ("PROSPECTUS") and statement of additional information ("SAI"), as each may be amended from time to time, provided such policies, practice or procedures have been delivered to the Sub-Adviser with reasonably sufficient time to allow personnel of the Sub-Adviser to process prior to effecting portfolio transactions. In placing any orders for the purchase or sale of investments for the Series, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Allocated Portion "best execution", considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Manager or the Sub-Adviser, or any of their affiliated persons, except in accordance with the 1940 Act, the Investment Advisers Act of 1940, as amended ("ADVISERS ACT"), and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Series.

Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Board, on behalf of the Series, the Sub-Adviser agrees that it will not execute any portfolio transactions for the Allocated Portion with a broker or dealer which is (i) an affiliated person of the Series, including the Manager or any sub-adviser for the Series; (ii) a principal underwriter of the Series' shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. Each party hereto agrees that it will provide the other party with a written list of affiliated brokers and dealers and will, from time to time, update such list as necessary.

Subject to the appropriate policies and procedures approved by the Board, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Sub-Adviser and the Allocated Portion an amount of commission for effecting a Series transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities to the Series or its other advisory clients.

On occasions when the Sub-Adviser deems the purchase or sale of a security or other asset/instrument to be in the best interest of the Allocated Portion as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Allocated Portion and to its other clients over time.

Upon the Manager's reasonable request, the Sub-Adviser shall provide, or procure the provision of, reasonable assistance to the Manager, the custodian or recordkeeping agent for the Trust in order to help such party determine the value of any assets of the Allocated Portion, consistent with the procedures and policies stated in the Trust's registration statement on Form N-1A with respect to the Series, as amended and supplemented from time to time ("REGISTRATION STATEMENT"), and the Trust's Valuation Procedures, as may be amended and supplemented from time to time. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser or its affiliates who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees, upon reasonable notice from the Manager, shall be available for consultation when the Trust's Valuation Committee convenes; (ii) assisting the Manager or the custodian in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Allocated Portion, upon the reasonable request of the Manager or custodian; (iii) upon the reasonable request of the Manager or the custodian, providing information related to the pricing of portfolio securities; and (iv) maintaining records with respect to each instance of securities valuation assistance provided hereunder, and providing such information to the Manager or the Trust upon reasonable request, with such records being deemed Trust records. The parties acknowledge that the Sub-Adviser and the custodian or recordkeeping agent of the Series may use different pricing vendors, which may result in valuation discrepancies. Notwithstanding the foregoing, the Manager understands and agrees that the Board, and not the Sub-Adviser or any of its affiliates, is ultimately responsible for the valuation of all portfolio securities or other assets held by the Trust on behalf of the Series.

The Trust, on behalf of the Series, hereby authorizes any entity or person associated with the Sub-Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of

the Exchange Act and Rule 11a2-2(T) thereunder, and the Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

The Sub-Adviser shall discharge the foregoing responsibilities in compliance with applicable laws and regulations and consistent with the investment objectives, policies and restrictions of the Series as adopted by the Board, the investment guidelines set forth in Schedule B hereto, and subject to such further limitations as the Trust may from time to time impose on the Series, in each case as provided to the Sub-Adviser with sufficient prior written notice so as to allow reasonably sufficient time to allow personnel of the Sub-Adviser to comply.

The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust, Series or the Manager in any way or otherwise be deemed an agent of the Trust, Series or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Sub-Adviser.

The Manager and the Trust recognize that the Sub-Adviser and its affiliates have investments of their own and may act as investment managers for other third parties. The Manager and the Trust also recognize that the Sub-Adviser may be or become associated with other investment entities and engage in investment management for other third parties. Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the right of the Sub-Adviser to engage in, or to devote time and attention to the management of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association. The Sub-Adviser may on occasion give advice or take action with respect to other investment entities that it manages that differs from the advice given with respect to the Series. The Sub-Adviser acknowledges that it has policies and procedures in place to address any conflicts of interest that may arise from managing the Allocated Portion and its other investment entities.

Provision of Excess Cash:

Upon written notice to the Sub-Adviser, the Manager may temporarily allocate any unused portion of a Series' assets allocated to another sub-adviser of the Series to the Sub-Adviser. For the purposes of this Agreement, such other sub-adviser of the Series is referred to herein as the "PROVIDING SUB-ADVISER", such unused portion of the Providing Sub-Adviser's assets that is allocated to the Sub-Adviser hereunder is referred to herein as "EXCESS CASH" and each such allocation of Excess Cash to the Sub-Adviser is referred to herein as an "EXCESS CASH ALLOCATION". For the avoidance of doubt, the Manager shall have the sole authority to allocate and reallocate Excess Cash to and from the Sub-Adviser, and the Sub-Adviser expressly agrees that is has no authority to allocate or reallocate Excess Cash.

Upon the effective date of the Excess Cash Allocation, the Excess Cash shall be deemed to be part of the Sub-Adviser's Allocated Portion for purposes of this Agreement in all respects and the Sub-Adviser shall have the authority to manage the Excess Cash pursuant to the terms and conditions of this Agreement. However, notwithstanding the foregoing, the Excess Cash shall not be deemed to be part of the Allocated Portion for purposes of calculating the Sub-Adviser's compensation under this Agreement, and the Sub-Adviser agrees that it shall not be entitled to receive any compensation with respect to its management of the Excess Cash.

Upon written notice to the Sub-Adviser, the Manager may return all or a portion of the Excess Cash to the Providing Sub-Adviser ("RETURNED EXCESS CASH"). For the avoidance of doubt, any Returned Excess Cash shall not be deemed to be Excess Cash under this Agreement.

The Manager agrees to cooperate with the Series' administrator and take such actions as it deems necessary or appropriate to ensure that the value of the Excess Cash is appropriately recorded on the books and records maintained by the Series' administrator.

1.2 ADMINISTRATIVE SERVICES. The Sub-Adviser shall:

1.2.1 BOOKS AND RECORDS. Assure that all records required to be maintained and preserved by Trust and/or the Series with respect to securities transactions of the Allocated Portion are maintained and preserved by it or on its behalf in accordance with applicable laws and regulations.

1.2.2 REPORTS AND FILINGS. Provide reasonable assistance as requested in the preparation of (but not pay for) all periodic reports by Trust or the Series to shareholders of the Series and all reports and filings required to maintain the registration and qualification of the Series, or to meet other regulatory or tax requirements applicable to the Series, under federal and state securities and tax laws. The Sub-Adviser shall review draft reports to shareholders, Registration Statements and other documents provided to the Sub-Adviser (or portions thereof), in each case that relate to either the Sub-Adviser or the Series managed by the Sub-Adviser, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information contained in such reports or other documents as it relates to the Allocated Portion or the Sub-Adviser. Sub-Adviser will prepare and cause to be filed in a timely manner, if required, Form 13F and/or Schedule 13G with respect to securities held in the Allocated Portion.

1.2.3 REPORTS TO THE MANAGER AND THE BOARD OF TRUSTEES. Prepare and furnish to Manager and/or the Board such reports, statistical data and other information in such form and at such intervals as Manager and/or the Board may reasonably request; provided that the Sub-Adviser is provided with such notice of any new report, statistical data or other information as is reasonably sufficient to allow the Sub-Adviser to respond to such request. Sub-Adviser shall also make available to the Manager and the Board at reasonable times the portfolio managers of the Series and other appropriate personnel as mutually agreed by the Manager and Sub-Adviser, either in person or, at the mutual convenience of the Manager, the Board and the Sub-Adviser, by telephone or other electronic media, in order to review the investment policies, performance and other matters relating to the management of the Series in respect of the Allocated Portion.

1.2.4 NOTIFICATIONS AND CERTIFICATIONS TO MANAGER. The Sub-Adviser shall:

(i) Promptly notify the Manager in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser: (a) is, or will likely be, subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (b) fails to be registered as an investment adviser under the Advisers

Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (c) is the subject of an administrative proceeding or enforcement action by the U.S. Securities and Exchange Commission (the "SEC") or other regulatory authority; (d) is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority (i) involving the affairs of the Trust or the Manager or any of their affiliates or
(ii) which involves the affairs of the Sub-Adviser or its affiliates; or (e) is involved in any pending litigation or administrative proceeding brought against the Sub-Adviser or any of its management persons (as defined in Form ADV), in the case of each of clauses (d)(ii) and (e) that involves potential wrongdoing on the part of the Sub-Adviser or its affiliates in providing asset management or investment advisory services or is likely to have a material adverse effect on the Sub-Adviser's ability to perform its duties under this Agreement. The Sub-Adviser further agrees to notify the Series and the Manager promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Series' investment strategy or tactics that is not contained in the Registration Statement regarding the Series, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will notify the Trust, the Manager and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Series changes, or if there is, or there is expected to be, an actual change in control or management of the Sub-Adviser within the meaning of Sections 2(a)(4) and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively. The Sub-Adviser will promptly notify the Trust, the Manager and the Board of any change in the Sub-Adviser's financial condition which could materially impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub-Adviser's errors and omissions or professional liability insurance coverage below $10 million per claim and in the aggregate;

(ii) Provide the Manager, the Trust or the Board with such information and assurances (including certifications and sub-certifications) as the Manager, the Trust or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules and regulations, including requirements in connection with the Manager's, the Sub-Adviser's or the Board's fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of the Registration Statement, Form N-CSRs and Form N-Qs;

(iii) As reasonably requested by the Trust on behalf of the Trust's officers and in accordance with the scope of Sub-Adviser's obligations and responsibilities contained in this Agreement, provide reasonable assistance to the Trust in connection with the Trust's compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Specifically, the Sub-Adviser agrees to (a) certify periodically, upon the reasonable request of the Trust, that with respect to the Allocated Portion and the Sub-Adviser's provision of portfolio management services hereunder, it is in material compliance with all applicable "federal securities laws", as required by Rule 38a-l under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (b) upon request and reasonable prior notice, cooperate with third-party audits arranged by the Trust to evaluate the effectiveness of the Trust's compliance and internal controls; (c) upon request and reasonable prior notice, provide the Trust's chief compliance officer with direct access to its chief compliance officer (or his/her designee); (d) upon request and reasonable prior notice, provide the Trust's chief compliance

officer with periodic reports related to the Series; (e) promptly provide notice of any material compliance matters related to the Series; and (f) upon reasonable notice to and reasonable request, provide the Manager with access to the records relating to such compliance policies and procedures of the Sub-Adviser as they relate to the Series; and

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

1.2.5 OTHER SERVICES. The Sub-Adviser shall perform such other functions of management and supervision as may be reasonably requested by the Manager or the Trust, and agreed to by the Sub-Adviser.

2. REPRESENTATIONS

2.1 REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents warrants and agrees that:

(i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;

(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement;

(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (a "CODE OF ETHICS") and has provided the Manager and the Trust with a copy of such Code of Ethics and will provide copies of any future material amendments thereto;

(iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents, and the Manager and the Trust have been provided or have had the opportunity to inspect a copy or a summary of such policies and procedures and will be provided or will have the opportunity to inspect with any future amendments thereto;

(v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto;

(vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;

(vii) It shall comply with the laws and regulations regarding insider trading;

(viii) It maintains an appropriate level of errors and omissions

or professional liability insurance coverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency;

(ix) The Sub-Adviser has reviewed, and will in the future review, any Sub-Adviser Disclosure (as defined below) contained in the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Series (collectively the "DISCLOSURE DOCUMENTS") within a reasonable time following any such material being furnished to the Sub-Adviser by the Series or the Series' service providers and represents and warrants that, with respect to disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Allocated Potion and information relating to the Sub-Adviser (the "SUB-ADVISER DISCLOSURE"), either (a) such Disclosure Documents contain or will contain, no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Sub-Adviser will provide such information to the Series or the Manager which, if incorporated into the Disclosure Documents, would result in the Disclosure Documents not containing any untrue statement of any material fact or omitting any statement of material fact required to be stated therein or necessary to make the statements therein not misleading; and

(x) It (a) is a member of the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity pool operator and commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).

2.2 REPRESENTATIONS OF THE MANAGER: The Manager represents warrants and agrees that:

(i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; and

(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement;

(iii) It has adopted and implemented a Code of Ethics and has provided the Trust with a copy of such Code of Ethics and will provide copies of any future amendments thereto;

(iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Manager, its employees, officers, and agents, and the Trust has been provided a copy or a summary of such policies and procedures and will be provided with any future amendments thereto;

(v) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by the Investment Advisory Agreement it has entered into with the Trust and will promptly notify the Sub-adviser of the occurrence of any event that is likely to disqualify the Manager from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;

(vi) The Investment Advisory Agreement contains a

representation to the Trust that the Manager will comply, and cause the Series to comply, in all material respects with the 1940 Act, the Advisers Act and all other applicable laws and regulation to which it or the Series may be subject, including, without limitation, Subchapter M of the Internal Revenue Code of 1986, as amended, subject in each case to the obligations of SEI Investments Global Funds Services ("SEI") as set forth in one or more agreements by and among SEI and the Trust and/or SEI and the Manager; and

(vii) It (a) is a member of the NFA and is registered with the CFTC as a commodity pool operator, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its management of each Series, and (c) will notify the Sub-Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).

3. SUB-ADVISORY FEE

The Manager shall pay to the Sub-Adviser, as compensation for the Sub-Adviser's services hereunder, a fee, determined as described in Schedule C that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Manager within 30 days following the month to which such fee relates. A Series shall have no responsibility for any fee payable to the Sub-Adviser.

The Sub-Adviser will be compensated based on the Allocated Portion of Series assets allocated to the Sub-Adviser by the Manager. For the avoidance of doubt, Excess Cash is not deemed to be part of the Sub-Adviser's Allocated Portion for purposes of determining the Sub-

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

3.1 EXPENSES

During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than (x) the cost of securities (including brokerage commissions, if any) purchased for the Allocated Portion and (y) investment-related expenses reasonably incurred by the Sub-Adviser that are directly related to portfolio transactions and positions for the Allocated Portion (including direct expenses associated with the Allocated Portion's investments, transfer taxes and premiums, taxes withheld on foreign dividends, Foreign Account Tax Compliance Act (FATCA) withholding, investment-related interest expense, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees). Sub-Adviser shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Manager or the Trust to obtain shareholder approval of a new sub-advisory agreement with the Sub-Adviser as a result of a change in "control" (as such term is defined in Section 2(a)(9) of the 1940 Act) of the Sub-Adviser (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act of 1933, as amended, or any other applicable statute, law, rule or regulation, as a result of such change.

4. OWNERSHIP AND HOLDING PERIOD OF RECORDS

All records required to be maintained and preserved by the Series pursuant to the rules or regulations under Section 31(a) of the 1940 Act and maintained and preserved by the Sub-Adviser on behalf of the Series are the property of the Series and shall be surrendered by the Sub-Adviser promptly on request by the Series or the Manager; provided, that the Sub-Adviser may at its own expense make and retain copies of any such records. The Sub-Adviser agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records required to be maintained by Rule 31a-1 under the 1940 Act. Notwithstanding anything to the contrary, the Sub-Adviser shall be permitted to retain copies of the Series' books and records at its own cost and expense (and may retain originals and provide the Series or the Manager with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act or Rule 31a-1 under the 1940 Act).

5. TRANSACTIONS AND CUSTODY

The Sub-Adviser shall have the authority to instruct the custodian designated by the Trust (the "CUSTODIAN"): (i) to pay cash for securities and other property delivered to the Custodian, (ii) to deliver securities and other property against payment for the Series, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent

with the powers, authorities and limitations set forth herein. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein. All transactions will be consummated by payment to or delivery by the Custodian, or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Allocated Portion, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust, to the Manager and any other designated agent of the Series, including the Series' administrator, all investment orders for the Allocated Portion placed by it with brokers and dealers in the manner set forth in Rule 31a-1 under the 1940 Act and as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day. For purposes of the foregoing sentence, communication via electronic means will be acceptable as agreed to in writing from time to time by the Manager. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser.

6. REPORTS TO SUB-ADVISER

Manager shall furnish or otherwise make available to the Sub-Adviser such copies of the Registration Statement, financial statements, proxy statements, reports, and other information relating to the Series' business and affairs as the Sub-Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement or under applicable law or regulation.

7. CONFIDENTIALITY

Sub-Adviser will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement or as reasonably required to execute transactions on behalf of the Series, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the Sub-Adviser shall disclose such non-public information only if the Manager or the Board have authorized such disclosure by prior written consent, or if such information is or hereafter otherwise is known by the Sub-Adviser or has been disclosed, directly or indirectly, by the Manager or the Trust to others, or becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal, state or other governmental regulatory authorities or self-regulatory organizations, or to the extent such disclosure is reasonably required by auditors or attorneys of the Sub-Adviser in connection with the performance of their professional services or as may otherwise be contemplated by this Agreement. Sub-Adviser shall not disclose information regarding characteristics of the Series or Allocated Portion, trading history, portfolio holdings, performance information or any other related information to any third-party, except in compliance with the Trust's policies on disclosure of portfolio holdings or as required by applicable law or regulation. Notwithstanding the foregoing, subject to applicable law, the Sub-Adviser may disclose composite performance information or aggregated risk metrics information that includes information in respect of the Allocated Portion without any attribution to, or mention of, the Series (and which will not include information about the Series other than the Allocated Portion) without the prior written consent of the Manager. The Manager may file a form of this Agreement publicly provided that such form does not include fee terms, investment restrictions or limitations or other material

terms negotiated by the Manager and the Sub-Adviser, unless expressly required by law, regulation or the staff of the SEC. The Manager will not publicly disclose any version of this Agreement containing matters prohibited for public disclosure by the preceding sentence without first obtaining prior written consent of the Sub-Adviser, unless otherwise required by applicable law, rule or regulation.

Sub-Adviser may not consult with any other sub-adviser of the Series concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Series managed by the Sub-Adviser, except that such consultations are permitted between the current and successor sub-advisers of a Series in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.

The Manager shall not use, nor will it allow any investor in the Series to use, the information provided by the Sub-Adviser to trade for their own account or for the account of any other person or try to "reverse engineer" the investment and trading methodologies and strategies of the Sub-Adviser. In addition, the Manager will not disclose information regarding portfolio holdings of the Allocated Portion to any other sub-adviser of the Trust or any other person, except to the extent that such disclosure (i) is already publicly known,
(ii) is required or requested by applicable federal, state or other governmental regulatory authorities or any self-regulatory organizations or (iii) is to a service provider to the Trust (not including any other sub-adviser) that has a need to know such information in order to perform its duties for, or related to, the Trust. Sub-Adviser shall not use its knowledge of nonpublic information regarding the Series' portfolio(s) as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Series, it being understood and agreed that the foregoing shall not prohibit the Sub-Adviser's use of such information in the course of the Sub-Adviser's management of the Allocated Portion and any of its other client accounts following similar strategies in accordance with the terms of this Agreement.

Except as otherwise publicly known or ascertainable from public sources or is permitted under the Trust's policies on disclosure of portfolio holdings, the Manager will keep confidential and will not disclose to any person the specific portfolio holdings of the Allocated Portion, the amount and rate of the sub-advisory fee payable with respect to each Series' Allocated Portion and any other non-public information regarding the Sub-Adviser and its affiliated persons, except to the extent that such disclosure is required or requested by applicable federal, state or other governmental regulatory authorities or any self-regulatory organizations.

8. PROXY VOTING

The Sub-Adviser shall: (i) vote (or elect not to vote) all proxies solicited by or with respect to the issuers of securities in which the assets of the Allocated Portion may be invested in accordance with the Sub-Adviser's proxy voting policies and procedures, as presented to the Trust, and applicable law;
(ii) maintain records of all proxies voted on behalf of the Series in respect of the Allocated Portion; and (iii) provide information to the Trust, Manager or their designated agent in a manner that is sufficiently complete and timely to ensure the Trust's compliance with its filing obligations under Rule 30b1-4 of the 1940 Act.

9. USE OF NAMES AND LOGOS

The Series and the Manager shall have permission to use the Sub-Adviser's name and information about the Sub-Adviser as required by applicable law and in the marketing of the Series in written materials relating to the Series that refer to the Sub-Adviser and/or the Sub-Adviser's investment strategy, including without limitation the Series' registration statement, shareholder reports and other offering documents and marketing materials prepared for distribution to shareholders of the Series or the public (such materials, the "MARKETING MATERIALS"). The Series and the Manager agree to furnish such Marketing Materials to the Sub-Adviser (via email at an address designated by the Sub-Adviser from time to time), for its prior review and approval (which approval shall not be withheld or withdrawn as to information required by applicable law or in response to comments of regulatory or self-regulatory agencies and their staff and shall not in other respects be otherwise unreasonably withheld or withdrawn), provided the requirement for prior approval shall apply solely with respect to the use of the Sub-Adviser's name and information specifically concerning the Sub-Adviser and its investment strategy (the "SUB-ADVISER INFORMATION") and not to any other content of the Marketing Materials. If, following the furnishing of Marketing Materials, the Series or the Manager do not receive a written response from the Sub-Adviser with respect to such materials within five business days of its submission for approval, the content of such materials subject to the Sub-Adviser's approval shall be deemed accepted by the Sub-Adviser. The Sub-Adviser agrees that the Series and the Manager may request that the Sub-Adviser approve the use of a type of Marketing Material, and if approved by the Sub-Adviser, that the Series and the Manager need not obtain approval for each additional piece of Marketing Material that is of substantially the same type or form provided that the Sub-Adviser Information contained in such Marketing Material is substantially the same as previously approved by the Sub-Adviser, unless such consent is withdrawn in writing by the Sub-Adviser.

Except for the Marketing Materials, the Manager will not display or use any logo, trade name, trademark, service mark, design or abbreviation, contraction or simulation thereof of the Sub-Adviser or any of its affiliates without the prior written consent of the Sub-Adviser.

The Sub-Adviser shall not use the name or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Manager, the Trust, the Series or any of their affiliates in its marketing materials unless it first receives prior written approval of the Manager. It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name, is the valuable property of the party in question and its affiliates, and that each other party has the right to use such names pursuant to the relationship created by, and in accordance with the terms of, this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extent that continued use is not required by applicable laws, rules and regulations.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

(a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the Disclosure Documents only with respect to Sub-Adviser Disclosure.

(b) The Sub-Adviser shall be liable to the Series for any loss (including transaction costs) incurred by the Series as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law (the investments described in this subsection (b) collectively are referred to as "IMPROPER INVESTMENTS") if such loss arises from the Sub-Adviser's willful misfeasance, bad faith, or gross negligence or reckless disregard of its obligations and duties hereunder (collectively, the "SUB-ADVISER DISABLING CONDUCT").

(c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "INDEMNIFIED PARTY") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Sub-Adviser of this Agreement; (ii) any Improper Investment (if the loss arising from the Improper Investment is a result of any Sub-Adviser Disabling Conduct);
(iii) the Sub-Adviser's performance or non-performance of its duties hereunder to the extent that the Sub-Adviser's actions constitute Sub-Adviser Disabling Conduct; or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, for purposes of this
Section 10(c) solely with respect to the Sub-Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Sub- Adviser from and after the time that such Disclosure Document has been reviewed and approved by the Sub-Adviser, as contemplated in
Section 2.1(ix) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

(d) For purposes of clarification, except with respect to Sub-Adviser Disclosure, the Sub-Adviser shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser against any

liability to the Series to which the Sub-Adviser would otherwise be subject by reason of any Sub-Adviser Disabling Conduct.

(e) Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser's discharge of its obligations hereunder shall be liable to the Manager, its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other sub-adviser to the Series with respect to the portion of the assets of the Series not managed by the Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by the Manager or any other sub-adviser to the Series, which records are not (x) also maintained by the Sub-Adviser or
(y) to the extent such records relate to the Allocated Portion, otherwise available to the Sub-Adviser upon reasonable request, provided, in all cases, that the liability was not attributable to any Sub-Adviser Disabling Conduct.

(f) The Manager agrees to indemnify and hold harmless the Sub-Adviser and its affiliates and each of their respective members, partners, shareholders, managers, directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or its affiliates or such members, partners, shareholders, managers, directors, officers, agents or employees are subject, which are caused by (i) the Manager's willful misfeasance, bad faith, or gross negligence in the performance of the Manager's obligations and duties under this Agreement or obligations and duties to the Trust or a Series under the Investment Advisory Agreement, or by reason of the Manager's reckless disregard of such obligations and duties, or (ii) any untrue statement of a material fact contained in the Series' Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials or the omission to state therein a material fact which was required to be stated therein or necessary to make the statements therein not misleading, unless and to the extent such statement or omission was made in reliance upon, and is consistent with, the information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein; provided, however, that in no case is the Manager's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

11. AMENDMENT OR ASSIGNMENT OF AGREEMENT

Any amendment to this Agreement shall be in writing signed by the parties hereto; provided, that no such amendment shall be effective unless authorized on behalf of any Series (i) by resolution of the Board, including the vote or written consent of a majority of the Board who are not parties to this Agreement or interested persons of either party hereto, and (ii) as and to the extent required under the 1940 Act, by vote of a majority of the outstanding voting securities of the applicable Series. This Agreement shall terminate automatically and immediately in the event of its assignment.

12. TERM AND TERMINATION OF AGREEMENT

12.1 This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12.1(d) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows:

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

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

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

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

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

In the event of termination of this Agreement for any reason, the Sub-Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Series and with respect to any of its assets, except as expressly directed by the Manager or as otherwise required by any fiduciary duties of the Sub-Adviser under applicable law; provided, however, that in no event shall the obligations of the Sub-Adviser with respect to managing the Allocated Portion extend beyond the effective date of termination of the Agreement. In addition, the Sub-Adviser shall deliver the Series' Books and Records to the Manager by such means and in accordance with such schedule as the Manager shall direct and shall otherwise cooperate, as reasonably directed by the Manager, in the transition of portfolio asset management to any successor of the Sub-Adviser, including the Manager.

13. INTERPRETATION AND DEFINITION OF TERMS

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested person," "assignment" and "affiliated person," as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

14. CHOICE OF LAW

This Agreement is made and to be principally performed in the State of New York and except insofar as the 1940 Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York.

15. CHANGE IN THE SUB-ADVISER'S OWNERSHIP

The Sub-Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser which would constitute an assignment of this Agreement within a reasonable time prior to such change being effected.

16. ENFORCEABILITY

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

17. CAPTIONS

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

18. EXECUTION IN COUNTERPARTS; ELECTRONIC DELIVERY

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

Signatures on this Agreement may be communicated by electronic transmission (which shall include facsimile or email) and shall be binding upon the parties so transmitting their signatures.

19. CFTC DISCLOSURE

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

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.

FIERA CAPITAL INC.

By: /s/ Stephen McShea
----------------------
Name: Stephen McShea
Title: General Counsel

ELLINGTON MANAGEMENT GROUP, L.L.C.

By: /s/ Laurence E. Penn
------------------------
Name: Laurence E. Penn
Title: Vice Chairman

SUB-ADVISORY AGREEMENT

SCHEDULE A

SERIES OF THE ADVISORS' INNER CIRCLE FUND III

Fiera Capital Diversified Alternatives Fund

SUB-ADVISORY AGREEMENT

SCHEDULE B

INVESTMENT GUIDELINES

1. Sub-Adviser will manage an Allocated Portion, consisting of two strategies:

a. A primarily cash equity trading strategy, run as "equity market neutral."

b. A futures-based trading strategy.

2. Sub-Adviser will run the Allocated Portion with approximately equal risk contribution from each of the underlying strategies ("50/50"), with the option to over/underweight one strategy relative to the other with prior consent from the Manager.

3. Realized volatility of the combined sleeve is to be targeted at between 10% and 15% annualized standard deviation, based upon daily NAV changes of the Allocated Portion over a significant amount of trading days.

4. Each Allocated Portion will be limited to a maximum of 30% futures margin to equity.

5. Equity market neutral Allocated Portion to consist of a minimum of 50 stocks long, 50 stocks short, with a maximum of 350 stocks long, 350 stocks short.

6. Equity market neutral Allocated Portion to run a maximum net market exposure of +/-10%.

7. Equity market neutral Allocated Portion to have a maximum gross market value (longs plus shorts) of 400%.

SERIES                                              ANNUAL PERCENTAGE RATE OF
                                             COMPENSATION BASED ON EACH SERIES'
                                                AVERAGE DAILY NET ASSETS OF THE
                                                          ALLOCATED PORTION(1)


--------------------------------------------------------------------------------
Fiera Capital Diversified Alternatives Fund                   [Redacted]
--------------------------------------------------------------------------------

(1) As provided in the Agreement, the Allocated Portion for purposes of this Schedule C does not include the value of any Excess Cash.

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of July 17, 2017 by and between Investec Asset Management North America, Inc. (the "Adviser") and The Advisors' Inner Circle Fund III (the "Trust") (the "Agreement"), on behalf of the series of the Trust set forth in Schedule A attached hereto (the "Fund").

WHEREAS, the Trust is a Delaware statutory Trust organized under an Agreement and Declaration of Trust, dated December 4, 2013 (the "Declaration of Trust"), and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management company of the series type, and the Funds are each a series of the Trust;

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated July 17, 2017 (the "Advisory Agreement"), pursuant to which the Adviser provides investment advisory services to the Fund for compensation based on the value of the average daily net assets of the Fund;

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

NOW THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of every character incurred by the Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding any class-specific expenses, interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other non-routine expenses not incurred in the ordinary course of the Fund's business, such as litigation) ("Fund Operating Expenses"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Adviser.

1.2. MAXIMUM ANNUAL OPERATING EXPENSE LIMIT. The Maximum Annual Operating Expense Limit with respect to the Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of the Fund. The Maximum Annual Operating Expense Limit for the Fund contemplates that certain expenses for the Fund may be paid through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by the Fund.

1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with respect to the Excess Amount, each month the Fund Operating Expenses for the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month of the Fund

exceed the Maximum Annual Operating Expense Limit of such Fund, the Adviser shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Maximum Annual Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Adviser shall also remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount.

1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each fiscal year (or the termination of this Agreement if sooner), an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund under this Agreement with respect to the previous fiscal year shall equal the Excess Amount, if any, for such fiscal year.

2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

2.1. REIMBURSEMENT. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, for example, interest accruable on the Reimbursement Amount.

2.2. BOARD NOTIFICATION. The Fund shall provide to the Board a quarterly report of any reimbursements paid to the Adviser pursuant to this agreement.

2.3. METHOD OF COMPUTATION. To determine the Fund's accrual, if any, to reimburse the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses of the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses of the Fund for any month are less than the Maximum Annual Operating Expense Limit of such Fund, such Fund shall accrue into its net asset value an amount payable to the Adviser sufficient to increase the annualized Fund Operating Expenses of that Fund to an amount no greater than the Maximum Annual Operating Expense Limit of that Fund, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount. For accounting purposes, amounts accrued pursuant to this Section 2 shall be a liability of the Fund for purposes of determining the Fund's net asset value.

2.4. PAYMENT AND YEAR-END ADJUSTMENT. Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the

last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of the Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit for such fiscal year.

3. TERM AND TERMINATION OF AGREEMENT.

This Agreement shall continue in effect with respect to the Fund until the date indicated on Schedule A ("Initial Term End Date") and shall thereafter continue in effect from year to year for successive one-year periods, provided that this Agreement may be terminated, without payment of any penalty, with respect to the Fund:

(i) by the Trust, for any reason and at any time;

(ii) by the Adviser, for any reason, upon ninety (90) days' prior written notice to the Trust at its principal place of business, such termination to be effective as of the close of business on Initial Term End Date or as of the close of business on the last day of the then-current one-year period; or at such earlier time provided that such termination is approved by majority vote of the Trustees and the Independent Trustees voting separately; and

(iii) automatically upon the termination of the Advisory Agreement.

4. MISCELLANEOUS.

4.1. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2. INTERPRETATION. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust's Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.

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

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

4.5. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware without giving effect to the conflicts of law principles thereof, and the parties consent to the jurisdiction of courts, both state or federal, in Delaware, with respect to any dispute under this Agreement.

4.6. AMENDMENT. This Agreement may not be amended except pursuant to a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

4.7. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

4.8. ENTIRE AGREEMENT. This Agreement, including any schedules hereto (each of which is incorporated herein and made a part hereof by these references), represents the entire agreement and understanding of the parties hereto, and shall supersede any prior agreements.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

THE ADVISORS INNER CIRCLE FUND III, on behalf of the series of the Trust set forth in Schedule A

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

INVESTEC ASSET MANAGEMENT NORTH AMERICA, INC.

By: /s/ Dana A. Troetel
-----------------------
    Name: Dana A. Troetel
    Title: Head of Legal, Americas

By: /s/ Andre Van Heerden
-------------------------
    Name: Andre van Heerden
    Title: Business Manager, North America

--------------------------------------------------------------------------------
NAME OF FUND        SHARE CLASS     MAXIMUM ANNUAL        INITIAL TERM END DATE
                                    OPERATING EXPENSE
                                    LIMIT
--------------------------------------------------------------------------------
Investec Global     I               0.85%                 September 30, 2018
Franchise Fund
--------------------------------------------------------------------------------

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

THIS AMENDMENT to the custodian agreement between Advisors' Inner Circle Fund III (the "Trust"), acting on behalf of one or more of its series listed in Schedule 1 attached thereto and Brown Brothers Harriman & Co. ("BBH&Co." or the "Custodian") dated November 25, 2014, as amended from time to time (the "Agreement") is made as of September 12, 2017 (the "Amendment").

W I T N E S S E T H:

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

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

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

1. Each of the funds listed below shall be added to the Agreement as a new Fund (as defined in the Agreement) and hereinafter shall also be included when a reference to "Fund" is made in this Amendment or the Agreement, as applicable:

Investec Global Franchise Fund

2. Schedule 1 to the Agreement is hereby deleted in its entirety and replaced by Schedule 1 attached hereto.

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

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

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

By: /s/ Eruch A. Mody                        By: /s/ Dianne  M. Descoteaux
    -----------------                            -------------------------
Name: Eruch A. Mody                          Name: Dianne M.  Descoteaux
Title: Senior Vice President                 Title: VP & Secretary

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

LIST OF FUNDS AS OF SEPTEMBER 12, 2017

Knights of Columbus Core Bond Fund
Knights of Columbus International Equity Fund Knights of Columbus Large Cap Growth Fund Knights of Columbus Large Cap Value Fund Knights of Columbus Small Cap Equity Fund Knights of Columbus Limited Duration Bond Fund Logan Circle Partners Multi-Sector Fund
Logan Circle Partners High Yield Fund
Logan Circle Partners Core Plus Fund
PineBridge Dynamic Asset Allocation Fund Chiron Capital Allocation Fund
RWC Global Emerging Equity Fund
SGA International Small Cap Equity Fund
SGA International Equity Fund
SGA International Equity Plus Fund
SGA Global Equity Fund
Chilton Strategic European Equities Fund GQG Partners Emerging Markets Equity Fund BNP Paribas AM Absolute Return Fixed Income Fund BNP Paribas AM Global Inflation-Linked Bond Fund BNP Paribas AM Emerging Markets Debt Fund BNP Paribas AM MBS Fund
BNP Paribas AM Emerging Markets Equity Fund BNP Paribas AM U.S. Small Cap Equity Fund MFG Low Carbon Global Fund
MFG Infrastructure Fund
BNP Paribas AM US Inflation-Linked Bond Fund Investec Global Franchise Fund

MORGAN LEWIS

September 29, 2017

The Advisors' Inner Circle Fund III
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Re: Opinion of Counsel regarding Post-Effective Amendment No. 113 to the Registration Statement filed on Form N-1A under the Securities Act of 1933

(File No. 333-192858)

Ladies and Gentlemen:

We have acted as counsel to The Advisors' Inner Circle Fund III (the "Trust"), a Delaware statutory trust, in connection with the above-referenced registration statement (as amended, the "Registration Statement"), which relates to the Trust's units of beneficial interest, with no par value per share (collectively, the "Shares"), of the following portfolio of the Trust: Investec Global Franchise Fund (the "Fund"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 113 to the Registration Statement (the "Amendment") 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 State of Delaware certifying that the Trust is validly existing under the laws of the State of Delaware;

(b) the Trust's Agreement and Declaration of Trust and Amended and Restated 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 Agreement and

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

Declaration of Trust and Amended and Restated By-Laws and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares of the Fund; and

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

In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies, of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers 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 State of Delaware.

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

CODE OF ETHICS

FIDUCIARY DUTY -- STATEMENT OF POLICY

The Firm is a fiduciary of its Clients and owes each Client an affirmative duty of good faith and full and fair disclosure of all material facts. Most violations of fiduciary duty are associated with a violation of the general antifraud provisions contained in Section 206 of the Advisers Act. The SEC has made clear that these general antifraud provisions of Section 206 apply not only to Clients, but also to prospective Clients and in the case of fund(s) advised by the Firm, any investor or prospective investor in the fund. Mere negligence on the part of the Firm in breaching its fiduciary duty to a fund(s), or its investors or prospective investors, is sufficient to establish a violation under the Advisers Act. For example, the Firm must take care not to include false or misleading statements in private placement memoranda, Form ADV disclosures, investor reports, responses to "requests for proposals," or other disclosures to Clients, investors or prospective Clients or investors.

The adviser's fiduciary duty is particularly pertinent whenever the adviser is in a situation involving a conflict or potential conflict of interest. The Firm and all Employees must affirmatively exercise authority and responsibility for the benefit of Clients, and may not participate in any activities that may conflict with the interests of Clients except in accordance with this Manual. In addition, Employees must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of the Firm's Clients. Accordingly, at all times, the Firm must conduct our business with the following precepts in mind:

PLACE THE INTERESTS OF CLIENTS FIRST. The Firm may not cause a Client to take action, or not to take action, for its personal benefit rather than the benefit of the Client. For example, causing a Client to purchase a security owned by an Employee for the purpose of increasing the price of that security would be a violation of this Code. Similarly, an Employee investing for himself or herself in a security of limited availability that was appropriate for a Client without first considering that investment for such Client may violate this Code.

MODERATE GIFTS AND ENTERTAINMENT. The receipt of investment opportunities, perquisites, or gifts from persons doing or seeking to do business with the Firm could call into question the exercise of our independent judgment. Accordingly, Employees may accept such items only in accordance with the limitations in this Code.

CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN COMPLIANCE WITH THIS CODE OF ETHICS. This includes all pre-clearance and reporting requirements and procedures regarding inside information and personal and proprietary trades. While the Firm encourages Employees and their families to develop personal investment programs, Employees must not take any action that could result in violation of this Code of Ethics.

KEEP INFORMATION CONFIDENTIAL. Information concerning Client transactions or holdings may be material non-public information and Employees may not use knowledge of any such information to profit from the market effect of those transactions.

COMPLY WITH THE FEDERAL SECURITIES LAWS (AS DEFINED BELOW), FEDERAL COMMODITIES LAWS, AND ALL OTHER LAWS AND REGULATIONS APPLICABLE TO THE FIRM'S BUSINESS. Make it your business to know what is required of the Firm as an investment adviser, commodity pool operator and commodity trading advisor, and of you as an Employee of the Firm, under the Federal Securities Laws and federal commodities laws and integrate compliance into the performance of all duties. "Federal Securities Laws" includes the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC 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.

SEEK ADVICE WHEN IN DOUBT ABOUT THE PROPRIETY OF ANY ACTION OR SITUATION. Any questions concerning this Code of Ethics should be addressed to the Chief Compliance Officer, who is encouraged to consult with outside counsel, outside auditors or other professionals, as necessary.

The Policies and Procedures in this Code of Ethics implement these general fiduciary principles in the context of specific situations.

CLIENT OPPORTUNITIES

LAW

No Employee may cause or attempt to cause any Client to purchase, sell or hold any security for the purpose of creating any personal benefit for him or herself. Sections 206(1) and 206(2) of the Advisers Act generally prohibit the Firm from employing a "device, scheme or artifice" to defraud Clients or engaging in a "transaction, practice or course of business" that operates as a "fraud or deceit" on Clients. While these provisions speak of fraud, they have been construed very broadly by the SEC and used to regulate, through enforcement action, many types of adviser behavior that the SEC deems to be not in the best interest of Clients or inconsistent with fiduciary obligations. One such category of behavior is taking advantage of investment opportunities for personal gain that would be suitable for Clients. Another such behavior would be "front-running" a Client account. Front-running is the unethical practice of taking advantage of knowledge of a pending order or anticipated trade for one Client account to advantage (x) an Employee account, (y) a Firm account, or (z) another Client account by buying or selling ahead of the original Client account to advantage such other account. Front-running can occur by trading ahead of a Client trade in the same security or in a related security or financial instrument. Another category of such behavior would be to cause a Client to purchase, sell, or hold any security for the purpose of creating any benefit to Firm accounts or to Employee accounts.

POLICY

An Employee may not take personal advantage of any opportunity properly belonging to the Firm or any Client. This principle applies primarily to the acquisition of securities of limited availability for an Employee's own account that would be suitable and could be purchased for the account of a Client, or the disposition of securities from an Employee's account that would be suitable to be sold from the account of a Client.

An Employee may not cause an Employee account or Firm account to front-run a Client account. In addition, it is the Firm's policy that over time all Clients should be treated fairly and certain Clients should not be favored over other Clients.

An Employee may not cause or attempt to cause any Client to purchase, sell or hold any security for the purpose of creating any benefit to Firm accounts or to Employee accounts.

PROCEDURES

DISCLOSURE OF PERSONAL INTEREST. If an Employee believes that he or she (or a related account) stands to benefit materially from an investment decision that the Employee is recommending or making for a Client, the Employee must disclose that interest to the Chief Compliance Officer and obtain approval prior to making the investment.

RESTRICTION ON INVESTMENT. Based on the information given, the Chief Compliance Officer will decide whether to restrict an Employee's participation in the investment decision or investment. In making these determinations, the Chief Compliance Officer will consider the following factors: (i) whether the opportunity was suitable for any Client; (ii) whether any Client was legally and financially able to take advantage of the opportunity; (iii) whether any Client would be disadvantaged by the Employee's interest or participation; (iv) whether the Employee's interest is de minimis; and (v) whether the Employee's interest or participation is clearly not related economically to the securities to be purchased, sold or held by any Client.

RECORD OF DETERMINATION AND MONITORING. A memorandum concerning the investment opportunity and the disposition of the approval request will be prepared promptly and maintained by the Chief Compliance Officer.

In addition, the Chief Compliance Officer will monitor Employees' personal securities transactions to identify, and will investigate any instance of, an Employee purchasing (or otherwise acquiring beneficial ownership in) or selling, directly or indirectly, a security of limited availability or limited market interest, respectively, prior to making the opportunity available to Clients or instead of giving the opportunity to Clients.

Should a question exist concerning the appropriateness of a proposed transaction, it should be discussed in advance with the Chief Compliance Officer.

INSIDER TRADING

LAW

In the course of business, the Firm and its Employees may have access to various types of material non-public information about issuers, securities or the potential effects of the Firm's own investment and trading on the market for securities. Trading while in possession of material non-public information or communicating such information to others who may trade on such information is a violation of the securities laws. This conduct is frequently referred to as "insider trading" (whether or not one is an "insider").

While the law concerning insider trading is not static, it is generally understood to prohibit:

o trading by an insider while in possession of material non-public information, and in the case of an investment adviser, information pertaining to the adviser's positions or trades for its clients may be material non-public information;

o trading by a non-insider while in possession of material non-public 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;

o communicating material non-public information to others; or

o trading ahead of research reports or recommendations prepared by the Firm.

Concerns about the misuse of material non-public information by the Firm or Employees may arise primarily in two ways. First, the Firm may come into possession of material non-public information about another company, such as an issuer in which it is investing for Clients or in which its own personnel might be investing for their own accounts.

Second, the Firm as an investment adviser has material non-public information in relation to its own business. The SEC has stated that the term "material non-public information" may include information about an investment adviser's securities recommendations, as well as securities holdings and transactions of Clients.

WHO IS AN INSIDER? The concept of "insider" is 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 company's attorneys, accountants, consultants, and bank and the employees of such organizations. In addition, a person who advises or otherwise performs services for a company may become a temporary insider of that company. An Employee of the Firm could become a temporary insider to a company because of the Firm's and/or Employee's relationship to the company (E.G., by having contact with company executives while researching the company). A company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider or temporary insider.

WHAT IS MATERIAL INFORMATION? Trading on non-public 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 security. Information that Employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, knowledge of an impending default on debt obligations, knowledge of an impending change in debt rating by a statistical rating organization, and extraordinary management developments.

Material information does not have to relate to the issuer's business. For example, in one case the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter at THE WALL STREET JOURNAL was found criminally liable for disclosing to others the date that reports on various companies would appear in THE WALL STREET JOURNAL and whether those reports would be favorable or not. Similarly, there could be circumstances under which so-called "political intelligence" -- otherwise nonpublic information gleaned from interactions with government officials, either directly by employees or through "political intelligence" firms that provide information to such information for a fee - could be deemed material nonpublic information. In addition, as indicated, the SEC has stated that information concerning an investment adviser's holdings or transactions may be material non-public information.

In addition, as indicated, the SEC has stated that information concerning an investment adviser's holdings or transactions may be material non-public information.

WHAT IS NON-PUBLIC INFORMATION? Information is non-public 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 DOW JONES, REUTERS ECONOMIC SERVICES, THE WALL STREET JOURNAL or other publications of general circulation would be considered public.

WHAT IS TIPPING? Tipping involves providing material non-public information to anyone who might be expected to trade while in possession of that information. An Employee may become a "tippee" by acquiring material non-public information from a tipper, which would then require the Employee to follow the procedures below for reporting and limiting use of the information.

PENALTIES FOR INSIDER TRADING. Penalties for trading on or communicating material non-public information are severe, both for Employees involved in such unlawful conduct and the Firm, and may include fines or damages up to three times the amount of any profit gained or loss avoided.
A person can be subject to some or all of the applicable penalties even if he or she does not personally benefit from the violation.

POLICY

The Firm forbids any Employee to trade, either personally or on behalf of others, including Clients, while in possession of material non-public information or to communicate material non-public information to others in violation of the law. The Firm's insider trading prohibitions apply to all Employees and extend to activities within and outside their duties as Employees of the Firm.

In addition, it is the policy of the Firm that all information about Client securities holdings and transactions is to be kept in strict confidence by those who receive it, and such information may be divulged only within the Firm and to those who have a need for it in connection with the performance of services to Clients. Despite this blanket prohibition, some trades in securities in which the Firm has also invested for Clients may be permitted because the fact that the Firm has made such investments may not be viewed as material information (E.G., trades in highly liquid securities with large market capitalization). The personal trading procedures set forth below establish circumstances under which such trades will be considered permissible and the procedures to follow in making such trades.

PROCEDURES

IDENTIFICATION AND PROTECTION OF INSIDER INFORMATION. If an Employee believes that he or she is in possession of information that is material and non-public, or has questions as to whether information is material and non-public, he or she should take the following steps:

Report the matter immediately to the Chief Compliance Officer, who will document the matter; Refrain from purchasing or selling the securities on behalf of himself or herself or others; and Refrain from communicating the information inside or outside the Firm other than to the Chief Compliance Officer.

If the Chief Compliance Officer determines that an Employee is in possession of material non-public information, he or she will notify all Employees that the security is restricted. All decisions about whether to restrict a security, or remove a security from restriction, will be made by the Chief Compliance Officer. Restrictions on such securities also extend to options, rights and warrants relating to such securities. When a security is restricted, all new trading activity of such security shall cease, unless approved in writing by the Chief Compliance Officer. If trading in a security is restricted, Employees are prohibited from communicating that fact to anyone outside the Firm. A security will be removed from restriction if the Chief Compliance Officer determines that no insider trading issue remains with respect to such security (for example, if the information becomes public or no longer is material).

RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION. Documents and files that contain material non-public information must be secure in order to minimize the possibility that such information will be transmitted to an unauthorized person. Such documents and files must be stored in locked file cabinets or other secure locations and confidential information accessible by computer should be maintained in computer files that are password protected or otherwise secure against access by unauthorized persons. Employees may not discuss material non-public

information with, or in the presence of, persons who are not affiliated with the Firm or authorized to receive such information, and should thus avoid discussions of material non-public information in hallways, elevators, trains, subways, airplanes, restaurants and other public places generally. The use of speaker phones or cellular telephones also should be avoided in circumstances where such information may be overheard by unauthorized persons.

DETECTING INSIDER TRADING. To detect insider trading, the Chief Compliance Officer will review the trading activity of Client accounts, Employee accounts and other Firm accounts. It is also the responsibility of each Employee to notify the Chief Compliance Officer of any potential insider trading issues. The Chief Compliance Officer will investigate any instance of possible insider trading and fully document the results of any such investigation. At a minimum, an investigation record should include the following: (i) the name of the security; (ii) the date the investigation commenced; (iii) an identification of the account(s) involved; and (iv) a summary of the investigation disposition.

USE OF EXPERT NETWORKS. Although Karya does not currently utilize expert network groups, it may engage such groups in the future. Karya recognizes the possible risk that analysts may receive material, non-public information when speaking with industry experts and has therefore implemented the following policies and procedures designed to mitigate this risk:

o Analysts are not permitted to speak with a paid expert consultant that is an employee or former employee of a company (who has worked with the company in the previous two years, unless approved by the Chief Compliance Officer) about which the analyst is communicating regardless of whether the Firm owns the security. However, speaking with a franchise owner is permitted.

o Analysts must provide a verbal or e-mail disclaimer regarding the receipt of insider information prior to each call with an expert.

o Analysts will maintain records in the form of notes taken during the calls and provide these to the Chief Compliance Officer.

o If an analyst believes that they have received inside information, it must be immediately reported to the Chief Compliance Officer.

o Employees are required to attend periodic training sessions on insider trading issues.

MARKET RUMORS

LAW

PROHIBITION AGAINST INTENTIONALLY DISSEMINATING RUMORS. The knowing dissemination of false or misleading information with the intent to manipulate securities prices or markets is prohibited by law.(1)

POLICY

Karya strictly prohibits any Employee from intentionally disseminating false or misleading information about the markets, other market participants, counterparties, companies, securities or government policy decision-making. An Employee who violates this prohibition will be subject to appropriate sanctions including termination of employment.

PROCEDURES

PROCEDURES TO PREVENT THE INTENTIONAL DISSEMINATION OF RUMORS. Karya seeks to prevent the dissemination of market rumors by (i) instituting a strict prohibition against the intentional dissemination of rumors, (ii) instituting an e-mail review procedure to review the content of the Firm's e-mail communications, and (iii) providing adequate training for all Employees regarding Karya's policy.

It is particularly important that, if rumors are passed on (both inside and outside the Firm), the situation is addressed by ensuring that:

o The origin of the information is sourced (where possible);

o The information is clearly stated to be a rumor;

o No additional credence or embellishment is given to the rumor; and

o The information is clearly stated to be unsubstantiated/not verified.

An Employee who hears a rumor or other communication that he or she knows to be false must not pass that information on to others. If an Employee receives material non-public information (e.g., about a company, a market or a pending government policy making decision) that is presented as a rumor but the Employee believes that it may be a fact, the Employee must contact the Chief Compliance Officer immediately. The Employee should not discuss the information with any other Employee or non-Karya personnel.

PERSONAL SECURITIES TRANSACTIONS

LAW

Employee investments must be consistent with the mission of the Firm always to put Client interests first and with the requirements that the Firm and its Employees not trade on the basis of material non-public information concerning the Firm's investment decisions for Clients or Client transactions or holdings.

Rule 204A-1 under the Advisers Act requires in effect that a registered investment adviser's "access persons" report their transactions and holdings periodically to the Chief Compliance Officer and that the adviser review these reports.

Under the SEC definition, the term "access person" includes any Employee who has access to non-public information regarding Clients' purchase or sale of securities, is involved in making securities recommendations to (or in the case of a discretionary manager like the Firm, investment decisions on behalf of) Clients or who has access to such recommendations that are non-public ("Access Persons"). All Employees of Karya are deemed to be Access Persons.

TRANSACTION REPORTING REQUIREMENTS. All Access Persons must file with the Chief Compliance Officer initial and annual holdings reports and quarterly transaction reports with respect to all securities in his or her Access Person Accounts (as defined below) except holdings or transactions in the following securities ("Exempt Securities"):

o direct obligations of the Government of the United States;

o money market instruments, bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments;

o money market fund shares;

o shares of other types of open-ended mutual funds (although if the Firm acts as the investment adviser for a registered fund, Access Person transactions in shares of such fund will become reportable); and

o units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

FOR CLARIFICATION, EXCHANGE-TRADED FUNDS ("ETFS") ARE NOT EXEMPT SECURITIES AND MUST BE REPORTED PURSUANT TO THESE PROCEDURES.

In addition, Quarterly Transaction reports are not required by law to be filed for securities transactions effected pursuant to an automatic investment plan ("Automatic Investment Plan"). An 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.

Furthermore, Initial and annual holdings reports and quarterly transaction reports are not required to be filed by law with respect to holdings in and transactions effected for "Third-Party Controlled Accounts" as defined below because such accounts are not deemed Access Person Accounts.

ACCESS PERSON ACCOUNTS. "Access Person Accounts" are accounts in which the Access Person is the "Beneficial Owner" of the securities in the account. The "Beneficial Owner" of the securities in an account means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. The term pecuniary interest means the opportunity to profit or share in any profit from a transaction in the security. An Access Person is presumed to be the Beneficial Owner of accounts of the Access Person and immediate family members who share the Access Person's household. All such accounts are "Access Person Accounts." The Firm has determined to consider "Access Person Accounts" also to include accounts of others who share the Access Person's household, anyone to whose support the Access Person materially contributes and other accounts over which the Access Person exercises discretion or a controlling influence.

THIRD PARTY MANAGEMENT -- LACK OF DISCRETION. "Access Person Accounts" over which the Access Person does not exercise investment discretion (i.e., investment discretion has been delegated to a third-party) and/or have improper control or influence ("Third-Party Controlled Accounts") are exempted from certain reporting requirements as discussed below.

By way of illustration, an Access Person's investment in a third-party private investment fund must fully be reported on securities holdings and transaction holdings reports as long as the Access Person made the investment decision to invest in such private investment fund, but the underlying investments of such private investment fund are not required by law to be reported on the Access Persons securities transactions and holding reports since those are not within the discretion of the Access Person.

Additionally, if an Access Person engages a third-party professional manager that has full discretion to invest on behalf of the Access Person or sets up a blind trust that endows the trustee with full investment discretion, such investments made by the third-party manager or trustee are not required by law to be reported by the Access Person on securities holdings and transaction reports as long as the Access Person does not have investment discretion with respect to such investments or otherwise control or influence the decisions of the third-party manager or trustee (i.e., an investment made by a discretionary third-party manager or trustee on behalf of an Access Person).

However, the Access Person or any other Beneficial Owner of the account cannot delegate investment discretion on paper, but retain improper influence or control over the account in fact. For example, if the Access Person or another Beneficial Owner of the Access Person Account suggests or directs purchases or sales of specific investments to the trustee or third-party manager then the trust or account would not be a Third-Party Controlled Account as the Access

Person would directly or indirectly have improper control or influence, notwithstanding that all investment discretion has been delegated to the trustee or third-party professional adviser.

POLICY

It is the Firm's policy that all Employees of the Firm are Access Persons for purposes of Rule 204A-1 under the Advisers Act and must file all required reports, initial and annual holdings reports, and quarterly reports of transactions in Access Person Accounts. In addition, Access Persons must adhere to the following requirements in connection with their personal trading.

PRE-CLEARANCE - INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS. Access Persons must obtain the written approval of the Chief Compliance Officer prior to executing a transaction in shares of initial public offerings or private placements, including private placements of Karya. Employees must furnish any prospectus, private placement memoranda, subscription documents and other materials about the investment as the Chief Compliance Officer may request.

PRE-CLEARANCE - OTHER TRANSACTIONS. Certain transactions by Access Persons (except transactions in a Third-Party Controlled Account) are subject to pre-clearance by the Chief Compliance Officer according to the procedures set forth below. The following transactions by an Access Person (other than in a Third-Party Controlled Account) must be pre-cleared:

o corporate bonds and indices on corporate bonds;

o mortgage backed securities and indices on mortgage backed securities; and

o any discretionary futures or options on futures on fixed income, currency, interest rate or equity index contracts.

EXCEPTIONS TO PRE-CLEARANCE: Access Persons do not need to pre-clear the following types of transactions:

o purchases and sales of mutual funds, including funds offered within a 529 College Savings Plan;

o purchases and sales of unit investment trusts and ETFs;

o trades in any direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments including repurchase agreements;

o money market funds;

o purchases and sales of single name equities;

o futures and options on commodities;

o futures and options transacted in a pre-set trading model (as long as certification is given to CCO that all transactions are effected in such model).

NOTE: All transactions, including those exempt from the pre-clearance requirement (other than mutual funds not managed by Karya) are subject to the reporting requirements.

SHORT-TERM TRADING. Short-term trading in securities of issuers in which an Employee is an officer or director or the owner of 10% or more of a class of equity securities is subject to significant restrictions under the securities laws. Although other short-term trading activity is not strictly prohibited, as a matter of policy, the Firm strongly discourages short-term trading by Employees. The Firm does not permit day trading.

PROHIBITED TRANSACTIONS. No Access Person may trade in any account in any security subject to a restriction on trading issued by the Chief Compliance Officer under the Firm's insider trading policies and procedures set forth in this Code of Ethics or any other security specified by the Chief Compliance Officer. The securities subject to such restrictions will be noted by the Chief Compliance Officer on a list of restricted securities (the "Restricted List").

EXCESSIVE TRADING: Access Persons may not engage in excessive personal trading. Access Persons shall not make more than 60 transactions in any reporting quarter. Transactions that do not require pre-clearance are not included in the total, and buy and sell transactions respectively, executed in the same security on the same day, are considered to be one transaction (i.e. an approved transaction executed in lots throughout the day is considered one transaction).

MAINTAINING ACCESS PERSON ACCOUNTS. While the Firm encourages Employees to develop personal investment programs, it must be in a position to properly oversee the trading activity undertaken by its Employees. As a result, the Firm requires all Employees to provide duplicate account statements for all Access Person Accounts.

THIRD PARTY MANAGEMENT -- LACK OF DISCRETION. To deem a securities account over which an Access Person has Beneficial Ownership a Third-Party Controlled Account and not an Access Person Account, the Access Person must provide the Chief Compliance Officer with written documentation showing that someone else has been retained or has been granted investment discretion over the account and certify at least annually that neither the Access Person nor any other Beneficial Owner of such account suggests or directs purchases or sales of specific investments to the trustee or third-party.

PROCEDURES

RESTRICTED LIST. The Chief Compliance Officer will determine the securities to be placed on the Restricted List, which generally will include securities on which the Firm has received material non-public information. The Chief Compliance Officer will send a copy of the Restricted List by email to all Access Persons annually or when updated.

DUPLICATE STATEMENTS. For any account opened or maintained at a broker-dealer, bank or similar financial institution, each Employee shall be responsible for arranging for duplicate account statements to be sent directly to the Chief Compliance Officer at the following address:

Karya Capital Management LP 1330 Avenue of the Americas, Suite 520 New York, NY 10019 Attention: Chief Compliance Officer

Such statements must be provided upon issuance for the Employee's Access Person Accounts (other than Third-Party Controlled Accounts), and all such statements must be received no later than 30 days after the end of each quarter, except for accounts in which the Employee only transacts in Exempt Securities.

INITIAL AND ANNUAL HOLDINGS REPORTS. Each Access Person must file a holdings report disclosing all securities (other than Exempt Securities and those that have been previously reported on account statements received by the Firm) in any Access Person Account (other than Third-Party Controlled Accounts) on the Annual Personal Securities Holdings Report (see Appendix 3) or any substitute acceptable to the Chief Compliance Officer, no later than 10 days after becoming an Access Person, and annually thereafter during the month of January. Each such report must be current as of a date no more than 45 days before the report is submitted. With respect to each Access Person Account that is a Third-Party Controlled Account and/or in which the Access Person holds only Exempt Securities, the Access Person need only provide: (i) the name of the broker-dealer or bank with whom the Access Person Account is held; (ii) the account number; and (iii) the name on the account.

QUARTERLY TRANSACTION REPORTING REQUIREMENTS. Each Access Person must submit to the Chief Compliance Officer within 30 days after the end of each quarter a report of all securities transactions (other than transactions in Exempt Securities and in Third-Party Controlled Accounts) effected in each Access Person Account during such quarter on the Quarterly Securities Transaction Report (see Appendix 4). The report must include the name of the security, date of the transaction, quantity, price, nature of the transaction and name of the bank, broker-dealer or financial institution through which the transaction was effected. Information regarding such transactions need not be reported if duplicate account statements for all Access Person Accounts have been provided to the Chief Compliance Officer and the Employee certifies on the Quarterly Securities Transaction Report that all transactions have been reported. Employees must independently report securities that do not appear on the account statements or confirmations (E.G., any securities acquired in private placements or by gift or inheritance) on the Quarterly Securities Transaction Report (see Appendix 4). Even if no transactions are required to be reported, each Employee must submit such a report certifying that all transactions have been reported.

PRE-CLEARANCE. Preclearance and approval of personal investments helps Karya prevent certain investments that may conflict with Client trading activities. Each Employee who wishes to effect a transaction in the investments requiring pre-clearance as described above in the Policy portion of this Personal Securities Transaction section of the Manual must first obtain written

pre-clearance from the Chief Compliance Officer by completing a Personal Securities Transaction Pre-Clearance Form (Appendix 5). The Access Person will receive notification as to whether the proposed trade is approved or denied generally within a few hours of submission. If a proposed trade is approved, the approval is valid for the day in which the approval is given and the following business day, unless notified otherwise from the Compliance Officer. If the Access Person does not execute the transaction within the required timeframe or the information in the preclearance request changes, the Access Person must repeat the preclearance process prior to undertaking the transaction.

REVIEW AND AVAILABILITY OF PERSONAL TRADE INFORMATION. All information supplied under these procedures, including quarterly transaction and initial and annual holdings reports, will be reviewed by the Chief Compliance Officer for compliance with the policies and procedures in this Code of Ethics. A record of such review will be maintained by the CCO.

CONFIDENTIALITY. The Chief Compliance Officer will maintain records in a manner to safeguard their confidentiality. Each Employee's records will be accessible only to the Employee, the Chief Compliance Officer, senior officers and appropriate human resources personnel.

GIFTS, ENTERTAINMENT AND CONTRIBUTIONS

LAW

The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with the Firm could call into question the independence of its judgment as a fiduciary of its Clients. If the Firm and/or Employee were found to be acting in a position of undisclosed conflict of interest, it could be sanctioned under Section 206 of the Advisers Act.

In addition, ERISA prohibits the acceptance of fees, kickbacks, gifts, loans, money, and anything of value that are given with the intent of influencing decision-making with respect to any employee benefit plan. The acceptance or offering of gifts, entertainment or other items may be viewed as influencing decision-making and therefore unlawful under ERISA. Many public employee benefit plans are subject to similar restrictions.

Other federal laws and regulations prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. Finally, providing gifts and entertainment to foreign officials may violate the Foreign Corrupt Practices Act.

Regarding political contributions, the SEC has stated that investment advisers who seek to influence the award of advisory contracts by public entities by making political contributions to public officials may cause such officials to compromise their fiduciary duty to such entities.

POLICY

ACCEPTING GIFTS AND ENTERTAINMENT. On occasion, because of an Employee's position with the Firm, the Employee may be offered, or may receive, gifts or other forms of non-cash compensation from persons associated with a securities or financial organization (including brokerage firms or other investment management firms), vendors, Clients or prospective Clients of the Firm (each a "Business Relationship Entity" or "Business Relationship Person"). A Business Relationship Person does not include immediate or extended family members (e.g., spouse, in-laws, cousins, siblings, children). Exemptions from reporting may be requested of and granted by the Chief Compliance Officer on a case-by-case basis. Extraordinary or extravagant gifts (I.E., gifts that have an aggregate value of more than $100 during a calendar year from a single giver) from a Business Relationship Entity or Business Relationship Person are not permissible and must be declined or returned, absent written approval by the Chief Compliance Officer. Gifts of nominal value (I.E., gifts that have an aggregate value of no more than $100 during a calendar year from a single giver) and promotional items (E.G., pens, mugs) may be accepted provided that any such single nominal gift or promotional item with a value of more than $50 from a Business Relationship Entity or Business Relationship Person must be reported to the Chief Compliance Officer. Gifts should be sent to Employees at the Firm's offices and may not be sent to an Employee's home.

Employees may accept from any single Business Relationship Entity or Business Relationship Person during each calendar quarter, entertainment at which both the Employee and the giver are present (E.G., business lunches and dinners, and sporting and cultural events) and having an aggregate reasonable value of no more than $300 provided that any such single entertainment event with a value of more than $50 must be reported to the Chief Compliance Officer. Employees may not accept from any single Business Relationship Entity or Business Relationship Person during each calendar quarter any such entertainment that causes the aggregate $300 aggregate quarterly limit to be exceeded unless (i) there is a specific business purpose for such events; (ii) both the Employee and the giver are present; and (iii) the Employee's participation in the events exceeding the $300 aggregate quarterly limit has been approved in writing in advance by the Chief Compliance Officer.

Under the foregoing policy, if two employees from the same Business Relationship Entity separately entertain an Employee on two different occasions during the same calendar quarter and the Business Relationship Entity covers the expense of both events, then both events should be aggregated toward the $300 quarterly limit. However, if one or both of the entertainment events are paid for by the individuals providing the entertainment and not their employer then the two events would not be aggregated toward the $300 quarterly limit.

GIVING GIFTS AND PROVIDING ENTERTAINMENT. Employees may not give any gift(s) with an aggregate value in excess of $100 per calendar year to any single Business Relationship Person Unless approved by the Chief Compliance Officer in advance in writing. Employees may give such gift(s) having an aggregate value of $100 or less per calendar year to any Business Relationship Person provided that any such single gift with a value of more than $50 must be reported to the Chief Compliance Officer.

Employees may provide to any single Business Relationship Person during each calendar quarter, entertainment at which both the Employee and the recipient are present (E.G., business lunches and dinners, and sporting and cultural events) and having an aggregate reasonable value of no more than $300 per quarter provided that any such single entertainment event with a value of more than $50 must be reported to the Chief Compliance Officer. Employees may not provide to any single Business Relationship Person during a calendar quarter any such entertainment that causes the aggregate $300 quarterly limit to be exceeded unless (i) there is a specific business purpose for such event; (ii) both the Employee and the recipient are present; and (iii) the provision of such entertainment has been approved in advance in writing by the Chief Compliance Officer.

SCOPE OF POLICY. For the avoidance of doubt, these policies apply to gifts and entertainment from a Business Relationship Entity and Business Relationship Person regardless of whether the Employee has an independent social relationship with them unless the gifts or entertainment has specifically been exempted in writing by the Chief Compliance Officer.

CASH. No Employee may give or accept cash gifts or cash equivalents (E.G. gift cards, gift certificates) to or from a Business Relationship Entity or Business Relationship Person.

SOLICITATION OF GIFTS. All solicitation of gifts or gratuities is unprofessional and is strictly prohibited.

POLITICAL CONTRIBUTIONS: PAY-TO-PLAY. Political contributions to public officials may not exceed limits established under SEC rules for contributions to any one official per election. See "Marketing Practices -- Pay-to-Play Arrangements" below.

CHARITABLE CONTRIBUTIONS. Employees may not solicit charitable contributions in their position at the Firm from a Business Relationship Entity or a Business Relationship Person (including immediate or extended family relationships) without the prior approval of the Chief Compliance Officer, who shall maintain a record of each such solicitation. Employee charitable contributions and/or sponsorships solicited by a Business Relationship Entity or a Business relationship Person (including immediate and extended family relationships) having an aggregate value of more than $250 to any one person during each calendar quarter must be approved in advance by the Chief Compliance Officer. In addition, the Chief Compliance Officer will keep a record of charitable contributions and/or sponsorships solicited by a Business Relationship Entity or a Business Relationship Person (including immediate and extended family relationships) having an aggregate value of more than $250 to any one person during each calendar quarter.

CLIENT COMPLAINTS. Employees may not make any payments or other account adjustments to Clients in order to resolve any type of complaint. All such matters must be handled by the Chief Compliance Officer.

ERISA CONSIDERATIONS. Employees should never offer gifts or other favors for the purpose of influencing ERISA Client or prospective Client decision-making. Entertainment of ERISA or public plan trustees may be permissible if there is a business purpose for the entertainment (E.G., review of account performance), but any such entertainment must be consistent with any code of conduct of the plan.

PROCEDURES

GIFTS AND ENTERTAINMENT. If an Employee has been offered or receives or wishes to give a gift from or to any single Business Relationship Entity or Business Relationship Person during a calendar year that causes the aggregate $100 limit to be exceeded, the Employee must seek the approval of the Chief Compliance Officer in order to accept, retain or give such gift(s). If an Employee has been offered or received, or wishes to give, a nominal gift or promotional item with a value of more than $50 to any single Business Relationship Entity or Business Relationship Person, the Employee must report the acceptance, receipt or giving of such gift or promotional item to the Chief Compliance Officer.

If an Employee wishes to provide, or accept, any entertainment (as described in the policy section above) having an aggregate reasonable value in excess of $300 to, or from, any single Business Relationship Entity or Business Relationship Person during a calendar quarter, the Employee must seek the approval of the Chief Compliance Officer prior to accepting or providing such entertainment that causes the aggregate $300 limit to be exceeded. If an

Employee wishes to provide, or accept, any entertainment having a reasonable value of more than $50 to, or from, any Business Relationship Entity or Business Relationship Person, the Employee must report to the Chief Compliance Officer the acceptance or provision of such entertainment.

All pre-approvals and reporting of gifts and entertainment will be recorded in a gift and entertainment log kept by the Chief Compliance Officer. If there is any question about the appropriateness of any particular gift or entertainment, Employees should consult the Chief Compliance Officer

POLITICAL CONTRIBUTIONS. See "Marketing Practices -- Pay-to-Play Arrangements" below.

CHARITABLE CONTRIBUTIONS. Prior to soliciting charitable contributions from any Business Relationship Entity or Business Relationship Person, an Employee must receive the approval of the Chief Compliance Officer. In addition, prior to making any charitable contributions or sponsorships solicited by a Business Relationship Entity or Business Relationship Person having an aggregate value of more than $250 to any one person during each calendar quarter, an Employee must receive the approval of the Chief Compliance Officer. The Employee must notify the Chief Compliance Officer of amounts received from or given to such persons as a result of such solicitation. All such approvals must be documented and include information regarding the Employee, the charity, the date of the solicitation and the amounts received.

OUTSIDE BUSINESS ACTIVITIES

LAW

The Firm's fiduciary duties to Clients dictate that the Firm and its Employees devote their professional attention to Client interests above their own and those of other organizations.

POLICY

Employees may not engage in any of the following outside business activities without the consent of the Chief Compliance Officer. Employees may not:

o be engaged in any other business;

o be an officer of or employed or compensated by any other person for business-related activities;

o serve as general partner, managing member or in a similar capacity with partnerships, limited liability companies or private funds other than those managed by the Firm or its affiliates;

o engage in personal investment transactions to an extent that diverts an Employee's attention from or impairs the performance of his or her duties in relation to the business of the Firm and its Clients;

o have any direct or indirect financial interest or investment in any dealer, broker or other current or prospective supplier of goods or services to the Firm (other than ownership of publicly traded securities) from which the Employee might benefit or appear to benefit materially; or

o serve on the board of directors (or in any similar capacity) of another company, including not-for-profit corporations. Authorization for board service will normally require that the Firm not hold or purchase any securities of the company on whose board the Employee sits.

RESTRICTIONS ON ACTIVITIES. With respect to any outside activities engaged in by an Employee, the following restrictions shall be in effect: (i) the Employee is prohibited from implying that he or she is acting on behalf of, or as a representative of, the Firm; (ii) the Employee is prohibited from using the Firm's offices, equipment or stationery for any purpose not directly related to the Firm's business, unless such Employee has obtained prior approval from the Chief Compliance Officer; and (iii) if the activity was required to be and has been approved by the Chief Compliance Officer, the Employee must report any material change with respect to such activity.

PROCEDURES

Before undertaking any of the activities listed above, the Employee must provide to the Chief Compliance Officer detailed information regarding all aspects of the proposed activity. The

Employee may not undertake such activity until the Employee has obtained approval from the Chief Compliance Officer.

CONFIDENTIALITY

LAW

During the course of employment with the Firm, an Employee may be exposed to or acquire Confidential Information. "Confidential Information" is any and all non-public, confidential or proprietary information in any form concerning the Firm, its affiliates, their investments and investment strategies, or its Clients or any other information received by the Firm from a third party to whom the Firm has an obligation of confidentiality, regardless of when such information was produced or obtained by the Firm. Confidential Information includes documentation in any medium or format whatsoever, and all reproductions, copies, notes and excerpts of any documentation comprising or including any Confidential Information, as well as information orally conveyed to the Employee.

Confidential Information shall not include (i) any information which the Employee can prove by documentary evidence is generally available to the public or industry other than as a result of a disclosure by the Employee; or (ii) any information that the Employee obtains from a third party who is not subject to a confidentiality agreement with the Firm and who did not obtain that information directly or indirectly from the Firm.

POLICY

Employees (including Employees seconded to or providing services to the Firm who are deemed subject to this Manual) shall not at any time while employed or at any time after being employed (i) disclose, directly or indirectly, any Confidential Information to anyone other than personnel of the Firm; or (ii) use or appropriate any Confidential Information.

PROCEDURES

RESTRICTIONS ON COMMUNICATIONS OF CONFIDENTIAL INFORMATION. Each Employee agrees to inform the Chief Compliance Officer promptly if he or she (i) is seeking an exception in order to disclose Confidential Information in contravention of Firm policy; or (ii) discovers that someone else is making or threatening to make unauthorized use or disclosure of Confidential Information.

PHYSICAL SECURITY OF INFORMATION. Employees should avoid discussions of Confidential Information in hallways, elevators, trains, subways, airplanes, restaurants and other public places generally. Use of speaker phones or cellular telephones also shall be avoided in circumstances where Confidential Information may be overheard by unauthorized persons. Documents and files that contain Confidential Information must be kept secure in order to minimize the possibility that such Confidential Information will be transmitted to an unauthorized person. Confidential documents should be stored in locked file cabinets or other secure locations. Confidential databases and other Confidential Information accessible by computer should be maintained in computer files that are password protected or otherwise secure against access by unauthorized persons. All Employees should lock their computers at the end of each work day.

COMPANY PROPERTY. Employees may not physically remove Confidential Information from the premises of the Firm except consistent with and in furtherance of the performance of their duties to the Firm. All originals and copies of Confidential Information are the sole property of the Firm. Upon the termination of employment for any reason, or upon the request of the Firm at any time, each Employee promptly will deliver all copies of such materials to the Firm.

POLICIES AND PROCEDURES
REGISTRATION AND DISCLOSURE

REGISTRATION

LAW

REGISTRATION AS INVESTMENT ADVISER. The responsibility for regulating investment advisers is divided between the SEC and the states based on whether an adviser meets the SEC eligibility requirements. Entities that fall within the definition of "investment adviser" and have $100 million or more of "regulatory assets under management" ("RAUM"), calculated in accordance with the instructions to Form ADV, or $150 million or more of RAUM in the case of advisers managing only private funds, must register with the SEC. Entities that fall within the definition of "investment adviser" and have between $25 million and $100 million in RAUM must consider whether they are subject to registration under state law, although certain multi-state advisers may permissively register with the SEC. Once registered, an adviser is subject to the Advisers Act and all rules and regulations thereunder.

FORM ADV. Registration with the SEC is accomplished through filing Form ADV, which is divided into two parts. Both Part 1 and Part 2A, which is the Firm's narrative brochure, must be filed electronically with the Investment Adviser Registration Depository ("IARD") and are available to the public at http://adviserinfo.sec.gov/IAPD/Content/Search/iapd.OrgSearch.aspx. Part 2B brochure supplements, consisting of biographies of individuals providing certain advisory services, are not filed.

STATE NOTICE FILING REQUIREMENTS. If an adviser qualifies for SEC registration, it need not register with any state. However, states in which the adviser would otherwise be required to be registered but for the assets-under-management threshold may require notice filings and impose fees on SEC-registered advisers. State notice filings and payment of fees are accomplished through the IARD system. Certain states also may require the adviser to file a copy of its Form ADV Part 2A.

LICENSING OF INVESTMENT ADVISORY REPRESENTATIVES. Any Employee of the Firm who provides advice, solicits clients or manages portfolio assets in a state where he or she has a place of business may be required to be licensed in that state as an investment adviser representative if more than 10% of the Employee's Clients are natural persons (I.E., individuals) and the Employee has more than five Clients who are natural persons within one state. For these purposes, however, individuals with at least $1 million under management with the adviser or a net worth of more than $2 million are not counted as "natural persons." In the case of private funds, the fund, and not its investors, is treated as the Client for purposes of determining the need for investment adviser representative licensing.

The definition of "investment adviser representative" may vary from state to state. In some states, only those who provide advice or supervise the provision of advice in the state must be licensed. In

others, individuals who solicit advisory business also must be licensed. Licensing generally requires the person to pass the Series 65 or 66 exam administered by FINRA.

POLICY

REGISTRATION AS AN INVESTMENT ADVISER. The Firm is registered with the SEC as an Investment Adviser.

STATE NOTICE FILING REQUIREMENTS. It is the Firm's policy to comply with any applicable state notice filing requirements.

LICENSING OF INVESTMENT ADVISORY REPRESENTATIVES. The Firm manages only private funds, and accordingly, does not have any natural person clients as defined above. Accordingly, the Firm's Employees currently are not required to be licensed as investment adviser representatives.

PROCEDURES

FORM ADV. The Firm is registered with the SEC as an Investment Adviser and filed a Form ADV.

COMPLIANCE WITH STATE FILING REQUIREMENTS. The Chief Compliance Officer is responsible for making sure that notice filings are filed with the appropriate states and that applicable notice fees are paid through the IARD. The Chief Compliance Officer will review the list of Firm Clients in conjunction with state blue sky laws to determine those states in which the Firm will need to make notice filings. Generally, states are authorized to request from the Firm a copy of the Firm's Form ADV, Part 2A. The Chief Compliance Officer will respond to such requests and maintain evidence of transmittal of Part 2A of Form ADV.

DISCLOSURE

LAW

The disclosure requirements of the Advisers Act are designed to provide Clients and prospective Clients material information about the Firm. The Advisers Act and its rules prescribe disclosures that must be made in the Firm's brochure, which is its Form ADV Part 2A, and in the brochure supplements under Part 2B with respect to individuals who provide investment advice or determine investment policy.

FORM ADV. Form ADV is divided into Parts 1 and 2, and Part 2 is further subdivided into Parts 2A and 2B. Part 1 requests certain basic information about the Firm and its business, including its executive officers and owners, numbers and types of Clients, amount of assets under management and information about any "private funds" it manages.

Part 2A of Form ADV requires information concerning the Firm's business, including a description of advisory services provided and fees and other compensation charged, performance fees and side-by-side management of accounts with different fee structures, the types of Clients to which the Firm generally provides services, the Firm's methods of security analysis, investment strategies and risk of loss, disciplinary information about the Firm and its management, other financial industry activities and affiliations of the Firm and its management persons, the Firm's Code of Ethics, participation or interest in client transactions, brokerage practices, including soft dollar arrangements and directed brokerage, account review practices, client referrals and other compensation, custody, the nature of the Firm's investment discretion, voting of client securities and certain financial information.

Part 2B requires that a Plain English narrative brochure supplement be prepared with respect to any supervised person who (i) formulates investment advice and has direct client contact; or (ii) has discretionary authority over a client's assets, even if the supervised person has no direct client contact. Each client must receive a brochure supplement for each supervised person who provides services to such client. (There are exceptions for clients who receive only impersonal investment advice and pay fees of less than $500 per year, registered investment companies and registered business development companies, and certain knowledgeable employees who would be eligible to pay performance fees.) If advice is provided to a client by more than five persons, a current brochure supplement need only be provided for the five persons with the most significant responsibility for the day-to-day advice provided to the client.

Brochures and brochure supplements must be delivered "promptly" after revision of either document to add or materially change disclosure of a disciplinary event.

Boston Advisors, LLC Code of Ethics

Effective January 1, 2017

BOSTON ADVISORS, LLC
CODE OF ETHICS

I. INTRODUCTION

This Code of Ethics ("Code") has been established in accordance with the Investment Advisers Act of 1940 ("Advisers Act"), Rule 204A-1, and the Investment Company Act of 1940 ("Company Act"), Rule 17j-1. As a subadviser to mutual funds(1), Boston Advisors, LLC ("Boston Advisors") is subject to both rules. This Code intends to prevent and detect actual or potential conflicts of interest or unethical conduct by all officers, directors, (or other persons occupying a similar status or performing similar functions) and employees, as well as any other person who provides advice on behalf of Boston Advisors and is subject to Boston Advisors' supervision and control ("Supervised Persons"). All Supervised Persons of Boston Advisors shall receive this Code. This Code governs personal investing, securities transactions and related activities of Supervised Persons and certain family members. You are required to follow certain procedural requirements designed to enforce and verify compliance with the Code.

Sanctions have been established for violations of either substantive or procedural requirements. Sanctions may range from warnings and reversals of trades to suspension or termination of employment, and, in some cases, referral to regulatory agencies for civil or criminal proceedings.

It is your responsibility to read this Code carefully and understand the provisions that apply to you. You are required to sign an Acknowledgement Form which signifies your understanding of the terms of the Code and your consent to be governed by it. Questions related to this Code should be directed to the Chief Compliance Officer or another member of the Compliance Department. Should one believe, or have any reason to believe, that a violation of the Code has occurred or is about to occur, that person should contact the Chief Compliance Officer. This Code will be interpreted by the Chief Compliance Officer in a manner considered fair and equitable, but in all cases from the perspective of placing its clients' interests first. This Code is intended solely for internal use by Boston Advisors and does not constitute evidence that conduct violating this Code violates any federal or state securities laws. Boston Advisors does not intend for this Code to give rise to private rights of action that would not exist in the absence of this Code.

II. STATEMENT OF GENERAL POLICY

Boston Advisors seeks to foster a reputation for integrity and the highest standards of professionalism. The confidence and trust placed in us by our clients is something we value and strive to protect. Boston Advisors' and its Supervised Persons have a fiduciary obligation to at all times place the interests of its clients first and to first offer investment opportunities to clients before Boston Advisors or its Supervised Persons may act on them. To further that goal, Boston Advisors has created this Code to reassure that none of its Supervised Persons shall engage in any act, practice or course of conduct

BA, LLC Code of Ethics V. 2.6 Effective January 2017 2

that would violate the fiduciary duty owed by Boston Advisors and its Supervised Persons to our clients in accordance with various federal and state securities laws(2).

Without limiting in any manner the fiduciary duty owed by Boston Advisors and its Supervised Persons to clients, Boston Advisors believes that it is appropriate and desirable that our Supervised Persons purchase and sell Securities for themselves provided that such securities transactions comply with the spirit of and the specific restrictions and limitations set forth in this Code. Boston Advisors believes this approach fosters a continuing personal interest in such investments by those responsible for the supervision of Boston Advisors' clients' portfolios.

III. PROTECTION OF CLIENT AND OTHER NON-PUBLIC INFORMATION

3.1 GENERAL STATEMENT. Supervised Persons are prohibited from improperly disclosing or misusing Boston Advisors' securities recommendations and client holdings and transactions. All Supervised Persons are required to safeguard company information in such a way that it is protected from misuse, distribution or destruction. All Supervised Person workstations shall be password protected and Supervised Persons shall keep their passwords secure. Company and client documents and information are firm property and shall not be converted to personal use or distributed for personal use.

3.2 DISCLOSURE OF CLIENT IDENTITY AND SECURITIES TRANSACTIONS. With the exception of information already made public and except to the extent necessary to open and maintain client accounts, effectuate securities transactions and comply with applicable law, no Supervised Person may, without express permission by the client, directly or indirectly, communicate to any person who is not an Supervised Person or other approved agent of Boston Advisors (E.G., legal counsel) any non-public information relating to any client, including, without limitation: client identity or identifying information (I.E. social security number), client holdings, any purchase or sale considered on behalf of any client, etc.

3.3 DISCLOSURE OF HOLDINGS OF MUTUAL FUNDS SUBADVISED BY BOSTON ADVISORS. The Advisers Act Rule 204A-1 was adopted in response to a number of enforcement actions taken against various investment advisers alleging violations of their fiduciary obligations to clients, including mutual fund clients. One area of concern has been the disclosure of MATERIAL (as defined in the Glossary of Terms at the end of this Code) non-public information about fund portfolios which enabled persons affiliated and unaffiliated with the particular adviser to engage in market timing of fund.(3) Supervised Persons must abide the rules established by the Mutual Fund itself. Regarding the Mutual Funds subadvised by Boston Advisors, no disclosure of holdings is permitted without the prior written consent of the Chief Compliance Officer and only after at least 30 days have elapsed, consistent with the rules of each respective mutual fund and the Investment Company Act.

(3) Examples of enforcement actions include: In the Matter of Strong Capital Management, Inc. (adviser disclosed material nonpublic information about fund portfolio holdings to hedge fund, and permitted own chairman and hedge fund to engage in undisclosed market timing of funds managed by Adviser); In the Matter of Alliance Capital Management, L.P., (disclosure of material nonpublic information about certain mutual fund portfolio holdings permitted favored client to profit from market timing).

BA, LLC Code of Ethics V. 2.6 Effective January 2017 3

3.4 CONFIDENTIALITY. Confidentiality Obligation. Supervised Persons are responsible for maintaining the confidentiality of information entrusted to them as a result of their roles with the Company, except when disclosure is authorized or legally mandated. The sensitive nature of the investment business requires that the Company keep its customers' confidence and trust. Supervised Persons must be continuously sensitive to the confidential and privileged nature of the information to which they have access concerning the Company and its clients and customers, and must exercise the utmost discretion when discussing any work-related matters with third parties. Each Covered Person must safeguard the Company's confidential information and not disclose it to a third party
(other than a third party having a duty of confidentiality to the Company) without the prior consent of senior management.

What Is Confidential Information. "Confidential information" includes but is not limited to information, knowledge, ideas, documents or materials that are owned, developed or possessed by the Company or that in some other fashion are related to confidential or proprietary matters of the Company, its business, customers, shareholders, Supervised Persons or brokers. It includes all business, product, marketing, financial, accounting, personnel, operations, supplier, technical and research information. It also includes computer systems, software, documentation, creations, inventions, literary works, developments, discoveries and trade secrets. Confidential information includes any non-public information of the Company that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

Acknowledgment. All employees of the Company are expected to sign an acknowledgment regarding the confidentiality policy set forth above at the time they become employed with the Company.

Length of Confidentiality Obligations. Supervised Persons are expected to comply with the confidentiality policy not only for the duration of their employment or service with the Company, but also after the end of their employment or service with the Company.

Confidentiality Under the Code. All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly.

Whistleblower Exception. Nothing in this Code prohibits any Covered Person from providing information about a possible securities law violation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, without authorization from or notification to the Company or senior management.

IV. RESTRICTIONS ON PERSONAL TRADING AND RELATED ACTIVITIES

4.1 DEFINITION OF SECURITY AND BENEFICIAL INTEREST. In order to comply with the personal trading restrictions of this Code, you must have an understanding of the terms "Security" and "Beneficial Ownership" as used in the Code.

"SECURITY", as defined in Rule 204A-1, 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, transferable share, investment contract, certificate of deposit for

a security, any put, call, straddle, option or privilege on any security or on
any group or index of securities 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
warrant or right to subscribe to or purchase any of the foregoing type of
equity or debt instrument (such as common and preferred stocks, and corporate
and government bonds or notes), shares in offshore funds, municipal
obligations, closed end mutual funds and exchange traded funds and any
instrument representing, or any rights relating to, a security (such as
certificates of participation, depositary receipts, put and call options,
warrants, convertible securities and securities indices).

For purposes of Rule 204A-1 and the Code, all Securities require pre-clearance

under this Code, EXCEPT the following:

A. EXEMPT SECURITIES.

o Shares of registered open-end investment companies;

o Direct obligations of the U.S. Government;

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

o Shares of money market funds;

B. EXEMPT TRANSACTIONS.

o Purchases or sales of Securities for an account over which you have no direct or indirect influence or control, such as an account under full discretionary management with an SEC registered investment adviser;

o Purchases or sales of Securities which occur as a result of operation of law, or any margin call (provided such margin call does not result from your withdrawal of collateral within 10 days before the call); however, evidence of broker initiated margin call will be required to ensure that the transaction was not a voluntary sell.

o Purchases of Securities which are part of an Automatic Investment Plan;

o Automatic purchases of a money market fund as a result of a brokerage account sweep feature that invests idle cash;

o Purchases of Securities made by exercising rights distributed by an issuer pro rata to all other holders of a class of its Securities or other interests to the extent such rights were acquired by you from the issuer;

o Assignment of options or exercise of an option at expiration.

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o Acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

"BENEFICIAL OWNERSHIP" is defined as a direct or indirect "pecuniary interest" that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise). The term "pecuniary interest" in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a security or transaction whether or not the security or the relevant account is in your name. You are presumed under the Code to have an indirect pecuniary interest as a result of:

o Ownership of a security by your spouse or minor children;

o Ownership of a security by your other family members sharing your household (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law);

o Your share ownership, partnership interest or similar interest in the portfolio Securities held by a corporation, general or limited partnership or similar entity you control;

o Your right to receive dividends or interest from a security even if that right is separate or separable from the underlying securities; or

o Your right to acquire a security through the exercise or conversion of a "derivative."

4.2 GENERAL RESTRICTIONS ON INVESTING BY SUPERVISED PERSONS. Personal investing and securities transactions and related activities must be conducted in such a manner as to avoid any actual or potential conflict of interest or abuse of your fiduciary position of trust and responsibility. All personal securities transactions should be made in amounts that are consistent with your normal investment practices and with an investment outlook rather than a trading outlook. SHORT TERM TRADING ("DAY-TRADING") OR MARKET TIMING OF YOUR PERSONAL ACCOUNTS IS NOT PERMITTED. Repeated instances of short term trading or market timing may lead to a suspension of your personal trading privileges. You should not conduct your personal investing in such a manner that the amount of time dedicated to personal investing and securities transactions is at the expense of time that should be devoted to your work functions.

4.3 SPECIFIC RESTRICTIONS ON INVESTING BY SUPERVISED PERSONS.

TRADING ON INSIDE INFORMATION. Trading securities while in possession of material, non-public information or improperly communicating that information to others exposes an offender to stringent

penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten
years imprisonment. The Securities and Exchange Commission can recover the
profits gained or losses avoided through the violative trading, impose a
penalty of up to three times the illicit windfall and issue an order
permanently barring an offender from the securities industry.  Finally, an
offender may be sued by investors seeking to recover damages for insider
trading violations.  Regardless of whether a government inquiry occurs,
however, any violation of Boston Advisor's policy prohibiting insider trading
is viewed seriously by Boston Advisors.  Such violations constitute grounds for
disciplinary sanctions, including dismissal.  Boston Advisor's policy
prohibiting insider trading is drafted broadly and will be applied and
interpreted in a similar manner. Before executing any trade for yourself or
another person, including another client of Boston Advisors, you must determine
whether you have access to material, non-public information.  If you think you
might have access to material, non-public information, you should take the
following steps:

          o    Report the information and proposed trade immediately to the
               Chief Compliance Officer or another member of the Compliance
               Department;

          o    Do not purchase or sell the securities on behalf of yourself or
               others, including other clients of Boston Advisors; and

o Do not communicate the information inside or outside Boston Advisors other than to the Chief Compliance Officer, other member of the Compliance Department or Outside Counsel.

After the Chief Compliance Officer and/or Boston Advisors' Outside Counsel has reviewed the issue, the Chief Compliance Officer and/or Boston Advisors' Outside Counsel will determine whether the information is material and non-public and, if so, what action Boston Advisors should take.

o NO Supervised Person of Boston Advisors may purchase or sell any security while in possession of material, non-public information concerning the security.

o NO Supervised Person of Boston Advisors that knows of material, non-public information may communicate that information to any other person, other than as permitted in this Code.

o NO Supervised Person of Boston Advisors that knows of material, non-public information may recommend trading in securities, or otherwise cause the purchase or sale of any security, about which he or he has material, non-public information.

COMPETING WITH CLIENT TRADES. No Supervised Person may, directly or indirectly, purchase or sell a security in such a way that the Supervised Person knew, or reasonably should have known, that such a security transaction competes in the market with any actual or considered security transaction for any client of Boston Advisors or otherwise personally acts to injure any of our client's security transactions.

PERSONAL USE OF CLIENT TRADING KNOWLEDGE. No Supervised Person may use the knowledge of securities purchased or sold by any client of Boston Advisors or securities being considered for purchase or sale by

any client of Boston Advisors to profit personally, directly or indirectly, by
the market effect of such transactions.

INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS.  Without obtaining prior
written approval from the Chief Compliance Officer, no Supervised Person may,
directly or indirectly, purchase any security sold in an Initial Public
Offering or pursuant to a Private Placement Transaction.  Purchases of initial
public offerings and private placements are restricted because they present
actual or perceived conflicts of interest.(4)

In considering such a request from a Supervised Person, the Chief Compliance
Officer will take into account, among other considerations, whether the
investment opportunity should be reserved for Boston Advisors' clients, whether
the opportunity is being offered to you by virtue of your position at Boston
Advisors and whether the opportunity is likely to present actual or perceived
conflicts of interest with Boston Advisors' duties to its clients. It should be
understood that approval of these transactions will be given only in special
circumstances, and normally will be denied.

FUTURES AND RELATED OPTIONS.  Without the prior approval of the Chief
Compliance Officer, no Supervised Person shall use futures or related options
on a security to evade the restrictions of this Code.  In other words, no
Supervised Person may use futures or related options transactions with respect
to a security if this Code would prohibit taking the same position directly in
the security.

SHORT SELLING.  Short selling of securities is permitted. However, to avoid any
conflict of interest, you may not sell short securities that are held long in
your client accounts.

     V.   PRE-CLEARANCE REQUIREMENTS AND PROCEDURES

     5.1 GENERAL RESTRICTIONS. All Supervised Persons must pre-clear securities
transactions, unless exempt under Section VIII below. No personal securities
transactions requiring pre-clearance can take place prior to 3pm. The
pre-clearance system is accomplished with use of the Cordium Compliance Elf
System. Upon Compliance Department's receipt of the pre-clearance request, the
request will be reviewed as follows to determine if it is acceptable to be
traded by employee:

          1. The requested security will be compared to any trade placed that
     day (or will be placed that day) for a client account. If a trade has been
     placed or will be placed by end of day for a client account, the
     pre-clearance request will be denied.

          2. The requested security will be compared to the Institutional
     Restricted Lists. If the security is listed on the current Institutional
     Restricted List, the pre-clearance request will be denied.

3. The requested security will be compared to trades placed for mutual funds subadvised by Boston Advisors.

     5.2 PROCEDURES FOR PRE-CLEARANCE OF TRADES. Prior to 2 p.m. Supervised
Persons who wish to pre-clear securities transactions are required to enter a
trade request into Compliance Elf personal trading module. The personal trading
reviewer shall collect all pre-clearance requests and send an email listing the
securities, without reference to the party requesting pre-clearance. The email
shall be sent to all Portfolio Managers and the Trading Desk. If any Portfolio
Manager has already traded the security for a client or anticipates trading a
security before the end of the day, the Portfolio Manager shall reply to the
email request stating that the pre-clearance cannot be granted. The reviewer
shall also ensure that the most recent Restricted List is uploaded into
Compliance Elf so that the Compliance Elf system may compare it against the
pre-clearance request.

The security in question will be approved for employee trading if:

1. It has not been traded for a client that day, and

2. It is not on the current Institutional Restricted List; and

3. It is not on the current Mutual Fund Restricted List

For purposes of testing Mutual Fund Restricted Lists, all personal trades will be compared by Compliance Elf against the holdings of the mutual funds subadvised by Boston Advisors. The Compliance Elf system will automatically approve or deny the trade, via an email reply to the person requesting pre-clearance. The response by the reviewer is expected to be no later than 3pm.

Please see below for a further discussion of personal holding black-out periods applicable to mutual funds.

If the trade has not been executed by the end of the same trading day the pre-clearance request will lapse. In order to affect the trade the following day, a new pre-clearance request must be made.

All pre-clearance requests are checked by Compliance against Supervised Persons statements to ensure that no trade was executed: (1) without pre-clearance request and (2) that had been expressly denied.

VI. SUPERVISED PERSONS REPORTING OF TRANSACTIONS AND HOLDINGS

Each Supervised Person is responsible under the provisions of the Code to disclose to Boston Advisors its personal securities transactions and holdings.

6.1 INITIAL PERSONAL HOLDINGS REPORT. Upon hire, each Supervised Person must file with the Chief Compliance Officer an Initial Personal Holdings Report acceptable to the Chief Compliance Officer of all securities in which such Supervised Person has a Beneficial Ownership or as to which such Supervised Person has direct or indirect influence or control. The information must be as of the date the person became a Supervised Person. In each case, this report must contain the following information as to each such security and be submitted within 10 days of becoming a Supervised Person.

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o the title and type of security, ticker or CUSIP symbol, and number of shares or principal amount so owned or controlled;

o the name of any broker/dealer, or bank maintaining the account in which such security is held; and

o the date the report is submitted.

6.2 QUARTERLY STATEMENTS. Each Supervised Person is required to permit duplicate statements to be sent directly to the Compliance Department in one of the following three ways:

o Direct download into the Compliance Elf system (by entering your account credentials into Compliance Elf to "scrape" data, or

o By using one of Cordium's automated custodians who provide direct downloads to the Compliance Elf system, or

o By uploading holdings manually into the Compliance Elf system and providing duplicate custodian statements to the Compliance Department.

Whichever method you choose to disclose personal holdings, you are expected to assist the Compliance Department in getting access to your holdings statements.
The Compliance Department reserves the right to require Supervised Persons to maintain their accounts with select brokers for ease of receipt of information at a later date. Such quarterly statements must be received within 30 days of the end of the quarter.

6.3 ANNUAL INVESTMENT HOLDINGS REPORT. Each Supervised Person must file a Holdings Report as of January 30(th) of each year, acceptable to the Chief Compliance Officer, listing the personal securities holdings including securities in which such Supervised Person has Beneficial Ownership or over which such Supervised Person has direct or indirect influence or control for the period ended December 31(st) of the previous year and which contains the following information:

o the title and type of security, ticker or CUSIP symbol, and number of shares or principal amount so owned or controlled;

o the name of any broker/dealer, or bank maintaining the account in which such security is held; and

o the date the report is submitted.

Annual Holdings Reports must be less than 45 days old. No Report will be accepted that is more than 45 days old.

6.4 ANNUAL CERTIFICATION OF COMPLIANCE. Boston Advisors will distribute a certification form to each Supervised Person which must be completed annually (by paper or electronic means specified by the Chief Compliance Officer from time to time) that he or she (i) has read and understands the Code and

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recognizes that he or she is subject thereto, (ii) has complied with the requirements of the Code and (iii) has disclosed or reported all personal Securities transactions required to be disclosed or reported pursuant to the requirements of the Code.

6.5 COLLECTION AND REVIEW OF EMPLOYEE STATEMENTS BY COMPLIANCE. Account statements for portfolio managers and other employees who execute trades for client accounts will be collected and holdings may be manually entered and reconciled in APX. Account statements for all other employees will be collected and physical copies will be maintained by Compliance. All employee statements will be subject to Compliance Elf review to determine whether trades placed in employee accounts were 1. Pre-cleared and 2. Whether any trades occurred in employee accounts the same day as a client account. Further for employees whose accounts are reconciled and maintained in APX, additional analytics will be performed by Compliance to review for items such as overall performance, trends and portfolio turnover.

Confidentiality of employee accounts will be ensured with the following measures: 1. names and custodial account numbers for employee accounts will not be included in APX. 2. a confidential, randomly selected number will be assigned to each employee account by a member of the compliance department and will be maintained in a password protected file, 3. access to any account designated as an employee account will be limited and will not be available to unauthorized users in APX.

VII. ADDITIONAL PROVISIONS APPLICABLE FOR MUTUAL FUND CLIENTS

Because Boston Advisors manages mutual fund clients, we are subject to the provisions of the Investment Company Act as it relates to mutual funds and Rule 17j-1(5.)

7.1 MUTUAL FUND SEVEN-DAY BLACKOUT. No Employee shall, directly or indirectly, within a period of seven (7) calendar days before and after, purchase or sell any security that has been purchased or sold in a mutual fund managed, advised or subadvised by the firm.

The "seven days before" element of this restriction is based on the premise that an investment adviser can normally be expected to know, when it is affecting a personal trade, whether any Mutual Fund client will be trading in the same security seven days later. An investment adviser who manages Mutual Funds has an affirmative obligation to recommend and/or affect suitable and attractive trades for clients regardless of whether such trade will cause a prior personal trade to be considered in apparent violation

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of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in order to avoid a conflict with this restriction.

VIII. GIFTS/ENTERTAINMENT AND OUTSIDE BUSINESS ACTIVITIES

8.1 RECEIPT OF GIFTS AND ENTERTAINMENT. Generally Boston Advisors' aim is to deter providers of gifts or entertainment from seeking or receiving special favors from Supervised Persons. The concern is that gifts of more than a nominal value may cause Supervised Persons to feel placed in a position of "obligation" and/or give the appearance of a conflict of interest. Supervised Persons should not solicit any third party for any gift, gratuity, entertainment or any other item regardless of its value. Supervised Persons, including members of their immediate families, may accept or participate in "reasonable entertainment". Supervised Persons are encouraged to be guided by their own sense of ethical responsibility, along with any policies or guidelines adopted from time to time by Boston Advisors with respect to gifts and entertainment(6).

8.2 DINNER AND ENTERTAINMENT. Boston Advisors recognizes that building client relationships and promoting Boston Advisors within the asset management industry is often through client meetings. Client and third party intermediary relationships are stronger as a result of client contact, which usually takes place during meal sharing and entertainment. As a result, this Code of Ethics makes a distinction between Gifts and Entertainment. Importantly, Entertainment will be defined as an activity that Clients or Intermediaries (such as Brokers) attend together as part of relationship building. When Employees engage in Entertainment, such as dinner and tickets to sporting events, the dinner and entertainment value may exceed $100.00 as opposed to Gifts which may not exceed $100.00. The reason for this important distinction is that typically, in most urban settings the cost of dinner and a ticket to an event will often exceed $100.00.

8.3 REPORTING AND PRE-CLEARANCE OF GIFTS VS. DINNER AND ENTERTAINMENT.

A. DINNER AND ENTERTAINMENT, PROVIDED BY BOSTON ADVISORS TO EXISTING AND PROSPECTIVE CLIENTS. Dinner and Entertainment provided by Boston Advisors' employees to existing clients and prospective clients does not require either pre-clearance or reporting to the Compliance Department.

B. DINNER AND ENTERTAINMENT, PROVIDED BY INDUSTRY PARTICIPANTS (BROKERS, ETF SPONSORS, ETC.). All dinners and entertainment provided by Non-Client persons or companies to Supervised Persons requires Pre-Clearance Approval from the Compliance Department. Non-Client persons or companies include but are not limited to:

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Brokerage firms and individual brokers ETF Sponsors
Issuers of Securities
Placement Agents

In order to avoid a conflict of interest wherein Boston Advisors' Supervised Persons may use their authorization over Client accounts to the benefit of third parties (such as directing Client brokerage to a particular broker or purchasing an ETF for a Client Account), in return for dinner, entertainment or gifts provided by the third party to the Supervised Person, all dinner and/or entertainment required Pre-Clearance and Approval from the Compliance Department.

8.4 GIFTS. All gifts received by Supervised Persons from any person or entity that does business with or on behalf of Boston Advisors must be reported. In addition, no Supervised Person shall accept any gift or other thing of more than de minimus value from any person or entity that does business with or on behalf of Boston Advisors without obtaining prior written approval of the Chief Compliance Officer. Gifts valued at less than $100.00 would be considered de minimus. Gifts worth more than $100.00 would be considered a potential conflict of interest. Gifts in the form of entertainment must be Pre-Cleared prior to attending the event.

Examples of gifts are as follows:

o Tickets to a sporting or similar event (where the giver of gift is not in attendance with the Supervised Person)

o Cash, gift cards, clothes, jewelry, etc.

8.5 VALUE GUIDELINES AND REPORTING PROCESSES. The Chief Compliance Officer may, from time to time, issue guidelines as to the type and value of items that would be considered subject to this restriction. All employees are required to disclose the giving or receipt of gifts and/or entertainment via the Compliance Elf System. To report a gift/entertainment, complete a "Gift Receipt Notification" in Compliance Elf and include the following information: Name of gift giver, position of recipient/donor, and cost or value of gift. The Chief Compliance Officer will maintain a log of gifts given and received.

8.6 ACCEPTANCE OF GIFTS OR ENTERTAINMENT BY FUND ADVISORY PERSONNEL --SECTION 17(E)(1) OF THE INVESTMENT COMPANY ACT.

Because Boston Advisors serves as a subadvisor to mutual funds, Supervised Persons are subject to Section 17(e)(1) of the Investment Company Act. Per the Guidance Statement(7) investment advisers and employees of investment advisers to mutual funds are prohibited from accepting any compensation for the purchase or sale of any property to a mutual fund. The prohibition reflects the SEC's fundamental concern for the potential for mutual funds to be managed, or their portfolio securities selected, in the interest of their investment advisers and their affiliates rather than in the interest of the mutual fund's shareholders. As a result no Supervised Person is permitted to accept a Gift or

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Entertainment from a third party in relation to Boston Advisors' position as manager to a mutual fund without Pre-Clearance and Approval of the Compliance Department.

8.7 PAY TO PLAY PROHIBITIONS AND ANTI-CORRUPTION

TAFT-HARTLEY TRUST CLIENTS. No Supervised Person shall make any gift or other thing of any value to any Taft-Hartley trust client, prospective client or union official without obtaining prior written approval of the Chief Compliance Officer. (8)

GOVERNMENTAL CLIENTS AND PROSPECTIVE CLIENTS. No Supervised Person shall make any gift or other thing of any value to any governmental Client or prospective client in order to improperly influence them. Supervised Persons should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, meals, entertainment and other things of value) may be unacceptable and even illegal when they relate to government employees or others who act on a government's behalf. Therefore, Supervised Persons are required to comply with the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where the Company conducts business.

8.8 POLITICAL CONTRIBUTIONS.

Pay-to-play in the context of political contributions is the practice of making campaign contributions and payments to elected officials in an attempt to influence the awarding of advisory contracts for the management of public pension assets and similar government investment accounts. Rule 206(4)-5 of the Adviser's Act was adopted to address "pay-to-play" issues. The Rule limits the political contributions (federal, state and local) that advisers, its executives and certain of its employees can make. The restriction does not ban employees' rights to make political contributions; instead it bans the right of Boston Advisors to receive compensation for two years from when it or any employee made the payment.

As such, no Supervised Person shall make any payment, gift or other thing of value to a third party for solicitation or receipt of government related investment business (Federal, State and Local) ex: public pension funds. This restriction does not ban your right to make political contributions. Political contributions may be made; however, they will need to be disclosed to Boston Advisors for purposes of our testing of compliance with Rule 206(4)-5.

All employees are required to annually file a Political Contribution Disclosure Form via the Compliance Elf System. To access the Political Contribution Disclosure Form, please login to the Compliance Elf system and under "Questionnaires" and select the Political Contribution Disclosure Form Rule 206(4)-5, complete and submit.

8.9 PUBLIC COMPANY BOARD SERVICE AND OTHER AFFILIATIONS. No Supervised Person may serve on the board of directors of any publicly traded company, absent prior written approval by the Chief Compliance Officer. In addition, all employees are required to annually file the Employee Conflicts of

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Interest Disclosure and Certification Form, via the Compliance Elf System which requires disclosure of all outside business activities, associations with publicly traded companies and disclosure of any board memberships by the employee or his/her immediate family members. To access the Employee Conflicts of Interest Disclosure and Certification Form, please login to the Compliance Elf system and under "Questionnaires" select the Employee Conflicts of Interest Disclosure and Certification Form, complete and submit.

IX. RECORDKEEPING REQUIREMENTS

Boston Advisors is required to maintain and preserve records relating to this Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Each Supervised Person shall cooperate with Boston Advisors to meet its reporting requirements. Currently, Boston Advisors is required by law to maintain and preserve in an easily accessible place:

o a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years;

o a record of any violation of this Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;

o a copy of each report (or information provided in lieu of a report) submitted under this Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place;

o a list of all persons who are, or within the past five years were, required to make, or were responsible for reviewing, reports pursuant to this Code;

o a copy of each report provided to any Mutual Fund as required by paragraph (c)(2)(ii) of Rule 17j-1 under the Company Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and

o a written record of any decision, and the reasons supporting any decision, to approve the purchase by a Supervised Person of any security in an Initial Public Offering or Private Placement Transaction for a period of five years following the end of the fiscal year in which the approval is granted.

X. SANCTIONS

Any violation of the substantive or procedural requirements of this Code will result in the imposition of such sanctions as the Chief Compliance Officer may deem appropriate under the circumstances of the particular violation, as well as the violator's past history of violations. Violations, including those involving deception, dishonesty or knowing breaches of law or

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fiduciary duty, will be considered in one or more of the most severe violations regardless of the violator's history of prior compliance.

Sanctions may include, but are not limited to: cancellation of trade, a warning, a letter of caution, suspension or termination personal trading privileges, a fine, disgorgement of profits generated or payment of losses avoided, restitution to an affected client, suspension of employment without pay, demotion, termination of employment, referral to the SEC or other civil authorities or trade groups, referral to criminal authorities.

In applying sanctions, the Chief Compliance Officer will be directed by guidelines established by senior management from time to time; setting forth suggested sanctions for specific types of violations, including a schedule of escalating penalties for repeat violations in some areas.

XI GLOSSARY OF TERMS

"SUPERVISED PERSON" means:

i. Any of Boston Advisors' employees, officers or directors: (9)

a. Who has access to nonpublic information regarding any clients' purchases or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or

b. Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

"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 defined as: a direct or indirect "pecuniary" interest" that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security. The term "pecuniary interest" generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a security whether or not the security or the relevant account is in your name or is held in an ordinary brokerage or retirement plan account. Although this concept is subject to a variety of SEC rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:

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o Ownership of a security by your spouse or minor children

o Ownership of a security by your other family members sharing your household(10) (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in- law, and son- or daughter-in-law);

o Your share ownership, partnership interest or similar interest in the portfolio held by a corporation, general or limited partnership or similar entity you control;

o Your right to receive dividends or interest from a security even if that right is separate or separable from the underlying securities; or

o Your right to acquire a security through the exercise or conversion of a "derivative."

"CHIEF COMPLIANCE OFFICER" means Tanya A. Kerrigan or such other officer or Supervised Person of Boston Advisors designated from time to time by Boston Advisors to receive and review reports of purchases and sales by Supervised Persons, and to address issues of personal trading. "Alternate Designated Officer(s)" means the Supervised Person or Supervised Persons of Boston Advisors designated from time to time by Boston Advisors to receive and review reports of purchases and sales, and to address issues of personal trading and to act for the Chief Compliance Officer in his or her absence.

"CONTROL" means the power to exercise a controlling influence over the management or policies of Boston Advisors, unless such power is solely the result of an official position with Boston Advisors. Ownership of 25% or more of a company's voting stock is presumed to give the holder control of the company.

"INITIAL PUBLIC OFFERING" means an offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

"MATERIAL INFORMATION" generally means information that a reasonable investor would consider important in making an investment decision. Generally, this is information whose disclosure will have a substantial effect on the price of a company's securities. No simple "bright line" test exists to determine

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when information is material; assessments of materiality involve a highly fact-specific inquiry. Information dealing with the following subjects is likely to be found material in particular situations(11):

o proposals; plans or agreements (even if preliminary in nature) involving mergers, acquisitions;

o divestitures, recapitalizations and purchases or sales of substantial assets;

o earnings results or changes in earnings estimates;

o major changes in management; changes in dividends; changes in debt ratings; public offerings;

o significant litigation or government agency investigations; liquidity problems;

o pending statistical reports (e.g., consumer price index, money supply and retail figures, interest rate developments).

Material Information may be positive or adverse. If a lawsuit is brought alleging that insider trading occurred, the benefit of hindsight may be introduced in a proceeding to argue that the information was material. Accordingly, when in doubt about whether particular Nonpublic Information is material, please exercise extreme caution. Consult the Chief Compliance Officer or outside counsel before making a decision to disclose such information or to trade in or recommend securities to which that information relates.

"MUTUAL FUND" means an Investment Company registered as such under the Company Act (i.e., a "mutual fund") and for which Boston Advisors serves as investment adviser or subadviser.

"NONPUBLIC INFORMATION" means information that has not been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. To show that information is public, you should be able to point to some fact showing that it is widely disseminated; i.e., publication in daily newspapers, or disclosure in widely circulated public disclosure documents. Even when there has been public disclosure of information you learned about before its public disclosure, you generally must wait until public investors absorb the information before you can treat the information as public. Nonpublic Information may include:

o information available to a select group of analysts or brokers or institutional investors;

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o undisclosed facts that are the subject of rumors, even if the rumors are widely circulated;

o information that has been entrusted to a Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two or three days).

If you have questions as to the materiality of information or whether information is Nonpublic consult the Chief Compliance Officer or other member of the Compliance Department, Outside Counsel or assume that the information is "Nonpublic" and therefore it is confidential.

"OUTSIDE COUNSEL" means Laurin Blumenthal Kleiman, attorney with Sidely Austin, LLP

60 State Street, 36th Floor, Boston, MA 02109 +1 617 223 0372 lkleiman@sidley.com
www.sidley.com

"PRIVATE PLACEMENT TRANSACTION" means a "limited offering" as defined from time to time in Rule 17j-l under the 1940 Act. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act.

A "SECURITY", as defined in Rule 204A-1, 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, transferable share, investment contract, certificate of deposit for a security, any put, call, straddle, option or privilege on any security or on any group or index of securities 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 warrant or right to subscribe to or purchase any of the foregoing type of equity or debt instrument (such as common and preferred stocks, and corporate and government bonds or notes), shares in offshore funds, municipal obligations, closed end mutual funds and exchange traded funds and any instrument representing, or any rights relating to, a security (such as certificates of participation, depositary receipts, put and call options, warrants, convertible securities and securities indices).

A security is "BEING CONSIDERED FOR PURCHASE OR SALE" when a portfolio manager intends on executing a transaction, on behalf of a client, for purchase or sale of a particular security before the end of the trading day or has already executed a transaction for purchase or sale of a particular security on behalf of a client.

BA, LLC Code of Ethics V. 2.6 Effective January 2017 19

[PINEBRIDGE LOGO]

PINEBRIDGE CODE OF ETHICS

Effective: July 2017

PINEBRIDGE CODE OF ETHICS                                      [PINEBRIDGE LOGO]
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Definitions and Abbreviations .............................................    3
I. Introduction ...........................................................    5
II. Fiduciary Duties ......................................................    8
III. Code of Conduct ......................................................   10
IV. Insider Trading .......................................................   15
V. Personal Securities Transactions .......................................   20
VI. Outside Business Activities ...........................................   29
VII. Gifts & Entertainment ................................................   32
VIII. Political & Charitable Contributions ................................   36
Appendix A: Exempt Transactions ...........................................   38
Appendix B: Acknowledgement & Waiver Letter ...............................   40

Definitions and Abbreviations

ACCESS PERSON: For the purpose of this Code, all employees and Non-Executive Directors of PineBridge Investments are considered Access Persons. Access Persons may also include consultants, temporary workers, and interns, (each a "Contingent Worker") who have direct or indirect access to sensitive information. Sensitive information includes, but is not limited to, client or trade (PineBridge or personal) information, non-public information per the Insider Trading Policy set out within this Code, litigation-related and any information that the Contingent Worker's direct supervisor reasonably believes should be determined to be sensitive. It is the responsibility of the employee with direct supervision of a Contingent Worker to (1) determine whether the Contingent Worker has direct or indirect access to sensitive information; and
(2) notify the Compliance Department and Human Resources upon the hire and termination of a Contingent Worker.

NOTE: FOR PURPOSES OF THIS CODE, A PROHIBITION OR REQUIREMENT APPLICABLE TO ANY ACCESS PERSON APPLIES ALSO TO TRANSACTIONS IN SECURITIES OR RELATED SECURITIES FOR ANY ACCOUNT FOR WHICH THE ACCESS PERSON OR A HOUSEHOLD MEMBER HAS CONTROL AND/OR BENEFICIAL OWNERSHIP.

BENEFICIAL OWNERSHIP: A direct or indirect Pecuniary Interest in the securities or shares that an Access Person has. An Access Person is presumed to have a Beneficial Ownership interest in any Security held, individually or jointly, by the Access Person and/or a Household Member.

NOTE: ACCESS PERSONS SHOULD CONSULT THE COMPLIANCE DEPARTMENT IF IN DOUBT
AS TO WHETHER HE/SHE HAS BENEFICIAL OWNERSHIP OF SECURITIES.

CLIENT: An entity that has signed an agreement with PineBridge for the provision of discretionary or non-discretionary investment management services.

CLOSED-END FUND: Type of fund that has a fixed number of shares usually listed on a major stock exchange. Unlike open-ended mutual funds, closed-end funds do not issue and redeem shares on a continuous basis.

CONSULTANT: An individual or organization providing professional services to PineBridge Investments for a fee.

DE MINIMIS AMOUNT: Either Gifts or Entertainment from any single individual that in aggregate do not exceed $50 in value in a calendar month.

DISINTERESTED DIRECTOR/NON-EMPLOYEE INVESTMENT COMMITTEE PERSONNEL: A director of any Fund managed by PineBridge who is not in the position to influence the operations of a Client. Disinterested Directors are not subject to the requirements of this Code.

ENTERTAINMENT: An event where a business contact, counterparty or vendor is present with the employee and where business matters can be discussed.

EXCHANGE TRADED FUNDS (ETF): A fund that typically tracks an index, but can be traded like a stock. An ETF holds assets such as stocks, commodities or bonds, and trades close to its net asset value over the course of a trading day. Because ETFs are traded on stock exchanges, they can be bought and sold at any time during the day (unlike most mutual funds).

FUND: Registered open-end and closed-end investment companies or commingled vehicles advised or sub-advised by PineBridge.

GIFT: Anything of value that is received and/or offered from/to a business contact, vendor, counterparty or regulatory body.

HOUSEHOLD MEMBER: A member of an Access Person's family and/or legal dependent that shares the same residence as the Access Person.

INVESTMENT PERSONNEL: Any employee entrusted with the direct responsibility and authority, either alone or as part of a co-manager team or group, to make investment decisions affecting a Client's investment plans and interests, as well as other personnel, such as research analysts, trading personnel, individuals who provide information or advice to portfolio managers and those individuals who execute portfolio manager decisions.

MANAGER: Any employee who has one or more other employees who report to him or her.

NON-EXECUTIVE DIRECTOR: Any person appointed as a Non-Executive Director of PineBridge Investments, L.P.

PECUNIARY INTEREST: The opportunity to profit directly or indirectly or share in any profit derived from a transaction in a security.

PINEBRIDGE OR THE "FIRM": Member company of PineBridge Investments, L.P.

PRIVATE PLACEMENT: The sale of a bond or other security directly to a limited number of investors in a private offering (e.g. hedge fund and private equity fund).

RELATED SECURITY: Any instrument related in value to that Security, including, but not limited to, any option or warrant to purchase or sell that Security, and any Security convertible into or exchangeable for the Security.

SECURITIES: Any REIT, note, stock (including ADRs), treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, futures contracts and options traded on a commodities exchange, including: currency futures; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option or privilege on any security 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 security.

FOR THE PURPOSES OF THE CODE, PLEASE NOTE THE FOLLOWING:

- COMMODITIES ARE NOT CONSIDERED SECURITIES.

- FUTURES AND OPTIONS ON ANY GROUP OR INDEX OF SECURITIES ARE CONSIDERED SECURITIES.

STARCOMPLIANCE: A web based application used by Access Persons to submit all necessary forms/reports under the requirements of this Code. Access Persons must, whenever possible, use StarCompliance to comply with the reporting requirements of this Code. However, in cases where an Access Person does not have access to the system, the Access Person must receive approval from the Compliance Department prior to submitting any required forms/reports manually.

I. Introduction

A. PURPOSE

PineBridge believes that individual investment activities by its officers and employees should not be prohibited or discouraged. Nonetheless, the nature of the Firm's fiduciary obligations necessarily requires some restrictions on the investment activities of Access Persons and their Household Members.

Access Persons are agents of PineBridge. In managing assets for the Firm's Clients, Access Persons have a fiduciary responsibility to treat the Firm's Clients fairly. This duty requires a course of conduct, consistent with other statutory obligations, that seeks to be prudent and in the Client's best interest.

This Code of Ethics (the "Code") is intended to address three fundamental principles that must guide the personal investment activities of Access Persons in light of his or her fiduciary duties:

1. PLACE THE INTERESTS OF THE FIRM'S CLIENTS FIRST. As fiduciaries, Access Persons must avoid serving personal interests ahead of the interests of the Firm's Clients.

2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF ONE'S POSITION AS AN ACCESS PERSON.

3. CONDUCT PERSONAL INVESTING ACTIVITIES IN SUCH A WAY AS TO AVOID EVEN THE APPEARANCE OF A CONFLICT OF INTEREST WITH INVESTMENT ACTIVITIES UNDERTAKEN FOR THE FIRM'S CLIENTS.

This Code, along with other PineBridge policies and procedures, is designed to be consistent with the ethical and professional principals of conduct as identified in the CFA Institute's Asset Manager Code of Professional Conduct for which the Firm has claimed compliance.

This Code has been adopted pursuant to applicable regulations, which require that every registered investment company and registered investment adviser adopt a code of ethics regarding personal investment activities of persons having access to information about portfolio transactions of the Firm's Clients. In addition, investment advisers must keep certain records regarding personal investment activities of Access Persons and make them available for regulatory inspection.

B. COMPLIANCE WITH THIS CODE

Compliance with this Code and the applicable securities laws is a condition of employment or contract for services. A violation of this Code may be cause for disciplinary action by PineBridge, including termination of employment or service contract. Other disciplinary actions may include warnings and periods of "probation" during which all personal investment activities (except for specifically approved liquidation of current positions) are prohibited.

Meeting our responsibilities enables our business to succeed and grow, today and in the future. Each of us is expected to:

1. Understand and act according to this Code and the Firm's policies, applicable laws and regulations.

2. Seek guidance from management, compliance personnel or the Firm's legal counsel when you have questions.

3. Promptly report concerns about possible violations of this Code or applicable laws and regulations to management.

4. Participate in training to keep up-to-date on current standards and expectations. All Access Persons, with the exception of Non-Executive Directors, will receive an electronic mail requiring completion of Code of Ethics training.

No reason, including the desire to meet business goals, can ever be an excuse for violating laws or regulations.

MANAGER/SUPERVISOR RESPONSIBILITY: It is the responsibility of the employee with direct supervision of a Contingent Worker to: (1) determine whether the Contingent Worker has direct or indirect access to sensitive information; and
(2) to notify the Compliance Department and Human Resources upon the hire and termination of a Contingent Worker.

Each Manager is expected to fulfill the following additional responsibilities:

1. Serve as a role model for the highest ethical standards and create and sustain a culture of trust, honesty, integrity and respect.

2. Be a resource for Access Persons. Ensure that they are aware of, understand, and know how to apply this Code and the Firm's policies, applicable laws and regulations in their daily work.

3. Seek assistance from other Managers or the Firm's legal counsel, compliance officers or human resource professionals when unsure of the best response to any given situation.

4. Be proactive. Take reasonable actions to prevent and identify misconduct. Report situations that might impact the ability of Access Persons to act ethically on behalf of PineBridge.

Any transactions that appear to indicate a pattern of abuse of an Access Person's fiduciary duties to the Firm's Clients will be subject to scrutiny regardless of technical compliance with the Code.

THIS CODE SHALL BE SUPERSEDED BY LOCAL REGULATORY PRACTICES AS APPLICABLE. EACH REGIONAL COMPLIANCE OFFICER SHALL COMMUNICATE SUCH EXCEPTIONS TO ALL ACCESS PERSONS IN THEIR RESPECTIVE REGION.

ACCESS PERSONS ARE REQUIRED TO REPORT ANY VIOLATIONS OF THIS CODE TO THE CHIEF COMPLIANCE OFFICER (OR HIS OR HER DESIGNEE). MOST CONCERNS CAN BE RESOLVED BY TALKING TO AND WORKING WITH MANAGEMENT, HUMAN RESOURCES AND/OR COMPLIANCE. IF FURTHER REVIEW AND INQUIRY ARE REQUIRED, THE CHIEF COMPLIANCE OFFICER AND/OR OTHER APPLICABLE PARTIES WILL PROMPTLY INVESTIGATE ANY REPORTED ITEMS. ACCESS PERSONS WILL NOT FACE RETALIATION IF HE/SHE REPORTS VIOLATIONS OF THIS CODE. RETALIATION ITSELF CONSTITUTES A VIOLATION OF THIS CODE.

IN ADDITION, ACCESS PERSONS MAY ASK QUESTIONS, RAISE CONCERNS OR REPORT INSTANCES OF NON-COMPLIANCE WITH THIS CODE, PINEBRIDGE POLICIES OR APPLICABLE LAWS AND REGULATIONS BY CONTACTING THEIR REGIONAL COMPLIANCE OFFICER.

NOTE: TO THE EXTENT THAT ACCESS PERSONS ARE AWAY FROM WORK ON EXTENDED LEAVE AND WILL BE ACCESSING THE FIRM'S EMAIL OR COMPUTER SYSTEMS, THE ACCESS PERSON IS REQUIRED TO COMPLY WITH THE REQUIREMENTS OUTLINED IN THE CODE. SPECIAL ARRANGEMENTS REGARDING SUBMISSION OF PRE-CLEARANCE REQUESTS SHOULD BE CLEARED WITH THE COMPLIANCE DEPARTMENT PRIOR TO THE COMMENCEMENT OF LEAVE.

1. CERTIFICATE OF COMPLIANCE

Access Persons will receive a copy of this Code and any amendments as they are made. New hires are required to certify that they have received a copy of the Code and that they understand its contents. All Access Persons are required to certify their receipt and understanding of amendments to the Code. In

addition, all Access Persons other than Non-Executive Directors, must make annual certifications within 30 days of the calendar year-end using StarCompliance.

2. CODE VIOLATIONS

For the purpose of this policy, violations may include, but are not limited to, the failure to: (a) pre-clear a trade, (b) file a certification within established timeframes, (c) disclose a brokerage account, and (d) report a gift, entertainment, political contribution, or outside business activity in accordance with the Code. Violators of the Code may be reported to senior management and the Board of PineBridge Investments, L.P. and/or its subsidiaries. The General Counsel, Global Chief Compliance Officer and regional compliance officers have the ability to consider the application of the Code on a case-by-case basis including the ability to grant waivers, exceptions, or warnings as deemed appropriate, on the assumption that there is sufficient reason and any instances are appropriately documented.

o FIRST VIOLATION -- Following assessment of all relevant facts, the Compliance Department may issue a violation memo to the Access Person, with a copy sent to his or her direct supervisor and/or the senior manager of his or her business group. If deemed sufficiently serious, Human Resources may be consulted.

o SECOND VIOLATION -- The Access Person shall receive a disciplinary memo from the Compliance Department, with a copy sent to his or her direct supervisor, the senior manager of his or her business group, , and the Global Chief Compliance Officer. Using their discretion, Compliance may choose to include the Regional Head of Human Resources and the Regional Chief Executive Officer ("CEO"). The Access Person will be required to meet with the Firm's Global Chief Compliance Officer to discuss the importance of complying with this policy. An offending Access Person may be excluded from the bonus pool for a second violation at the discretion of PineBridge senior management.

o THIRD VIOLATION -- In addition to the disciplinary actions applicable to second violations, the Access Person shall be subject to disciplinary and/or monetary sanctions including but not limited to the following:
suspension of trading privileges, disgorgement of trading profits and/or termination of employment or service contract. The sanction shall be at the discretion of the senior manager of the Access Person's business group, and the Firm's CEO.

Please note that any violation of the Insider Trading Policy included in this Code may lead to immediate dismissal.

Compliance will retire a Code of Ethics violation from an Access Person's record following two (2) years of activity without incurring any new violations.

Certain countries may have procedures for handling violations that differ from those discussed above. In those countries, PineBridge will follow the local guidelines and not those included in the Code.

II. Fiduciary Duties

A. FRAUDULENT PRACTICES

If an Access Person purchases or sells, directly or indirectly, a Security or commodity, which is held or is to be acquired by a Client, the Access Person may not:

(1) employ any device, scheme or artifice to defraud a Client;

(2) make any untrue statement of a material fact or omit to state to a 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 which would operate as a fraud or deceit upon a Client; or

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

B. CONFLICTS OF INTEREST

Your position at PineBridge cannot be used for inappropriate personal gain or advantage to you or a member of your family. Any situation that creates, or even appears to create, a conflict of interest between personal interests and the interests of PineBridge and/or a Client must be avoided. Potential conflicts of interest should be reported to management, who will work with the compliance officer assigned to your business to determine how best to handle the situation.

CORPORATE OPPORTUNITIES

Access Persons are prohibited from taking for themselves or directing to a third party a business opportunity that is discovered through the use of PineBridge corporate property, information or position, unless PineBridge has already been offered and declined the opportunity. Access Persons are prohibited from using corporate property, information or position for personal gain to the exclusion of PineBridge and from competing with PineBridge.

PERSONAL RELATIONSHIPS

Immediate family members, members of your household and individuals with whom you have a close personal relationship should never improperly influence business decisions.

C. DISPENSING INFORMATION

Access Persons must obtain prior written approval from the Compliance Department before dispensing any reports, recommendations or other information concerning securities holdings or securities transactions for Clients to anyone, other than the Clients themselves. No approval is needed if such persons have a business need for this information as a part of their normal duties and activities. Access Persons may disclose this information if:

(1) there is a public report containing the same information;

(2) the information is dispensed in accordance with compliance procedures established to prevent conflicts of interest between PineBridge and a Client; or

(3) the information is reported to directors or trustees of a Client or to an administrator or other fiduciary of a Client and if these persons receive the information in the course of carrying out their fiduciary duties.

NOTE: THE ABOVE DOES NOT APPLY TO CERTAIN INFORMATION THAT IS REQUIRED TO BE DISPENSED BY REGISTERED INVESTMENT COMPANIES.

III. Code of Conduct

This section of the Code discusses general standards of conduct that must be followed. Any Access Person who has knowledge of, or in good faith suspects, a violation of any of these laws, regulations or policies must report them promptly to the compliance officer assigned to your business.

A. ACCESS PERSON PRIVACY

PineBridge respects the personal information and property of Access Persons. Access to personal information or Access Persons property is only authorized for appropriate personnel with a legitimate reason to access such information or property. Nonetheless, from time to time, PineBridge may access and monitor Access Person internet usage and communications. Subject to local laws, Access Persons shall have no expectation of privacy with regard to workplace communication or use of PineBridge information technology resources.

B. CUSTOMER PRIVACY AND DATA SECURITY

PineBridge Clients expect us to carefully handle and safeguard the business and personal information they share with us. Access Persons must never compromise a PineBridge Client's trust by disclosing private information other than to those with a legitimate business need to know.

The classification of information as personal information or business data may differ by country. Access Persons who handle customer information are responsible for knowing and complying with applicable information privacy and information security laws. In all cases Access Persons must maintain appropriate physical, administrative and technical safeguards for personal information and business data.

Access Persons must be especially vigilant in following laws, regulations and policies when transferring personal information and business data across country borders. Access persons should raise any questions about information privacy and/or data security they have to their manager, Legal, or Compliance.

C. RELATIONS WITH BUSINESS PARTNERS

The Firm's business partners(1) serve as extensions of PineBridge. When working on behalf of PineBridge, business partners are expected to adhere to the spirit of the Code, and to any applicable contractual provisions. Access Persons must ensure that business partners do not exploit their relationship with PineBridge or use the Firm's name in connection with any fraudulent, unethical or dishonest transaction.

D. FAIR DEALING

PineBridge seeks competitive advantages only through legal and ethical business practices. Access Persons must conduct business in a fair manner with customers, service providers, suppliers and competitors. Access Persons must not disparage competitors or their products and services. Improperly taking advantage of anyone through manipulation, concealment, abuse of privileged information, intentional misrepresentation of facts or any other unfair practice is not tolerated. (Please also refer to the Firm's Global Anti-Corruption Policy for additional information.)

E. ANTITRUST AND FAIR COMPETITION

PineBridge competes vigorously and fairly around the world. PineBridge seeks to maintain and grow its business through superior products and services, not through improper or anti-competitive practices. PineBridge strives to understand and comply with global competition and anti-trust laws. These laws are complex. Access Persons who are unsure of appropriate practices should consult with the compliance officer assigned to their business for additional information and clarification.

The following guidelines will help ensure fair business conduct and appropriate competition.

Do:

o Obtain information about the Firm's competitors only from lawful and appropriate sources.

o Comment on competitors or their products or services based only on factual information.

Do not:

o Agree formally or informally with a competitor to fix prices or other terms of sale, rig bids, set production or sales levels, or allocate customers, markets, or territories.

o Discuss any of the following with a competitor: prices, bids, customer sales, commissions, terms of sale, profits, margins, costs, production, inventories, supplies, marketing plans or other competitively sensitive information.

o Attend meetings with competitors at which competitively sensitive information, including the subjects mentioned in the above two bullets, is discussed.

o Agree with others outside of PineBridge as to which suppliers or customers to do business with.

o Make unsubstantiated or untruthful comparisons to competitors or their products or services.

F. SAFEGUARDING PINEBRIDGE RESOURCES

To best serve our customers and shareholders, it is vital that Access Persons demonstrate proper care and use of our resources.

1. PHYSICAL PROPERTY

The Firm's property, including real estate, equipment and supplies, must be protected from misuse, damage, theft or other improper handling.

Generally, the Firm's property is meant solely for the Firm's business, though incidental personal use, such as local telephone calls, appropriately limited personal use of email, minor photocopying or computer use is permitted.

2. INTELLECTUAL PROPERTY

The Firm's intellectual property consists of any business ideas or information that PineBridge owns, such as unique products and methodologies. PineBridge protects its intellectual property through

patents, trademarks and copyrights. Access Persons are required to safeguard the confidential information and trade secrets belonging to PineBridge and its business partners.

3. FUNDS

The Firm's funds are to be used responsibly and solely for the Firm's business. Corporate credit cards issued to employees for payment of business expenses may not be used for personal expenses. Access Persons have a responsibility to safeguard PineBridge funds from misuse or theft and ensure that PineBridge receives good value when spending the Firm's funds. You should only seek reimbursement for actual, reasonable and authorized business expenses.

4. INFORMATION TECHNOLOGY SYSTEMS

The Firm's information technology systems include computers, networking resources, email systems, telephone, voice systems and other computer-processed information. Each of us has a responsibility to protect these systems and the data resident on these systems, from improper access, damage or theft.

Subject to applicable local laws, PineBridge may have the right to review all electronic mail and other electronic information to determine compliance with this Code, laws, regulations or the Firm's policy. All electronic information, including without limitation emails, instant messages, and voicemails sent or received from the Firm's computer, Blackberry or other handheld electronic device, or work station may be subject to review.

The electronic mail system is the Firm's property and is intended for business purposes. Occasional, incidental, appropriate personal use of the email system may be permitted if the use does not interfere with any employee's work performance, have undue impact on the operation of the email system, or violate any other PineBridge policy, guideline, or standard.

Email messages and any other communications sent or received using the Firm's information technology systems are not to be used to create, store, or transmit information that is hostile, malicious, unlawful, sexually explicit, discriminatory, harassing, profane, abusive or derogatory. These systems also are not to be used to intentionally access web sites, which contain illegal, sexually explicit or discriminatory content.

G. MONEY LAUNDERING PREVENTION

PineBridge is committed to meeting its responsibilities to help prevent money laundering and terrorist financing. These responsibilities generally include identifying clients, monitoring client activity and reporting suspicious or unusual activity consistent with applicable laws. Access Persons are required to abide by anti-money laundering programs established by PineBridge and its business units. Suspicious activity reporting requirements are time sensitive. Access Persons should contact their manager or the compliance officer responsible for money laundering prevention as soon as they have a concern that an activity may be unusual or suspicious. (Please also refer to the Firm's Global Anti-Money Laundering Policy for additional information.)

H. ECONOMIC SANCTIONS

In compliance with U.S. and other applicable economic sanctions programs, Access Persons are prohibited from conducting business with or benefiting designated governments, individuals and entities (such as suspected

terrorists and narcotics traffickers), as well as individuals and entities that are located in, have certain dealings with or are nationals or agents of particular countries. To determine if a government, individual or entity is subject to these prohibitions, consult with a member of the Compliance Department. (Please also refer to the Firm's Global Economic Sanctions Policy for additional information.)

I. COMMUNICATING WITH REGULATORS AND OTHER GOVERNMENT OFFICIALS

Inquiries from regulators, outside the normal course of the Firm's regulatory relationships, must be reported immediately to the regional compliance officer before a response is made. Financial reporting related inquiries may be responded to by authorized members of the Finance Department. Responses to regulators must contain complete, factual and accurate information. During a regulatory inspection or examination, documents must never be concealed, destroyed or altered, nor should lies or misleading statements be made to regulators. Requests from auditors are subject to the same standards.

J. GOVERNMENT BUSINESS

Doing business with governments may present different risks than business in the commercial marketplace. Laws relating to contracts with international, federal, state and local agencies generally are more stringent and complex. Certain conduct and practices that might be acceptable in the commercial setting are prohibited in the public sector. You should therefore consult with management, or the compliance officer assigned to your business before you make any decision about doing business with government entities.

K. FORMER GOVERNMENT OFFICIALS

PineBridge is committed to compliance with all laws and regulations applicable to any Access Person who has previously worked in government. Many jurisdictions have laws and regulations in place that are designed to prohibit former government officials from taking improper advantage of his or her previous position. Any Access Person who has served as a government official, in any capacity, must be aware of and comply with all laws and regulations applicable to former government officials.

L. ANTI-CORRUPTION AND BRIBERY

PineBridge is committed to compliance with all applicable laws and regulations designed to prevent violations of the Foreign Corrupt Practices Act ("FCPA") and other U.S. and international anti-bribery laws.

Access Persons must never use improper means to influence another's business judgment. No PineBridge employee, agent, or independent contractor may provide bribes or other improper benefits, financial or otherwise, to another person in order to obtain or retain business, bring about the improper performance of a relevant function or activity, or an unfair advantage in any business interaction that involves PineBridge, our customers, or employees. Applicable laws, regulations and government agencies define improper benefits very broadly and continue to expand the definition (e.g. the hiring of children of foreign government officials). Payments or promises to pay something of value to obtain or retain business or otherwise secure an improper advantage must never be made to a government official or employee, or other public officials who hold legislative, administrative or judicial positions. Government officials may include senior management of enterprises that are controlled or owned in whole or in part by a government.

Anti-corruption laws also prohibit the creation of inaccurate or false books and records and they require companies to develop and maintain adequate controls regarding corporate assets and accounting. All

PineBridge employees and officers are required to comply with all applicable PineBridge policies and procedures. (Please also refer to the Firm's Global Anti-Corruption Policy for additional information.)

M. WHISTLEBLOWER PROTECTION POLICY

PineBridge must adhere to all applicable laws and regulations. The support of all Access Persons is needed to assist PineBridge in achieving compliance with applicable laws and regulations. If any Access Person reasonably believes that a policy, practice, or activity of PineBridge, or of another individual or entity with which PineBridge has a business relationship is in violation of an applicable law or regulation, a report must be filed by that Access Person with the Compliance Department. PineBridge will seek to protect the identity of the individuals making the report and Access Persons may remain anonymous. Access Persons may submit such reports via the PineBridge Speak Up Program, which offers both phone and web reporting methods. The PineBridge Speak Up Program is available on the PineBridge Intranet homepage (Source > Employee > PineBridge Speak Up Program).

PineBridge will not retaliate against an Access Person who, in good faith and with reasonable belief, has made a report with the Compliance Department or lawfully provided information to or assisted the Securities Exchange Commission ("SEC") or any other relevant regulator concerning some practice of PineBridge, or of another individual or entity with whom PineBridge has a business relationship, on the basis of a reasonable belief that the practice is in violation of an applicable law or regulatory requirement. Although internal reporting is encouraged, no one may take any action to impede an individual from communicating with the SEC or other regulatory body about a possible securities law violation. In addition, certain individuals reporting such practices (subject to restrictions and requirements) may be eligible for a reward. For further information, please contact the Compliance Department.

IV. Insider Trading

Insider trading refers to the buying and selling of a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, non-public information about the security.

Insider trading laws generally prohibit:

(1) Trading by an insider, while in possession of material, non-public information;

(2) 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

(3) Communicating material, non-public information to others in breach of a fiduciary duty.

A. MATERIAL INFORMATION

Material information generally is information that an investor would consider important in making his or her investment decision or information that is reasonably certain to have a substantial effect on the price of a company's securities. Material information does not have to relate directly to a company's business.

Information is considered material if it relates to matters such as:

(1) dividend or earnings expectations;

(2) write-downs or write-offs of assets;

(3) proposals or agreements involving a joint venture, merger, acquisition, divestiture or leveraged buy-out;

(4) criminal indictments, civil litigation or government investigations;

(5) substantial changes in accounting methods;

(6) major litigation developments;

(7) bankruptcy or insolvency; or

(8) public offerings or private sales of debt or equity securities.

NOTE: THE ABOVE LIST OF EXAMPLES IS NON-EXHAUSTIVE. PLEASE CONTACT THE LEGAL OR COMPLIANCE DEPARTMENT WITH ANY QUESTIONS REGARDING THE MATERIALITY OF INFORMATION.

Information provided by a company can be material because of its expected effect on a particular class of the company's securities, all of the company's securities, the securities of another company or the securities of several companies. This policy applies to all types of securities, as well as any option related to that security.

B. NON-PUBLIC INFORMATION

Non-public information is information that has not generally been made available to investors. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an insider is also considered non-public information.

For non-public information to become public, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace. Once the information has been distributed, it is no longer considered non-public. Disclosure in a national business and financial wire service (e.g., Dow Jones, Bloomberg or Reuters), a national news service (AP), a national newspaper (e.g., THE WALL STREET JOURNAL or THE NEW YORK TIMES), or a publicly disseminated disclosure document (a proxy statement or prospectus) constitutes public information.

NOTE: GENERALLY, INFORMATION IS CONSIDERED NON-PUBLIC UNTIL 24 HOURS AFTER PUBLIC DISCLOSURE.

1. INFORMATION PROVIDED IN CONFIDENCE

Occasionally, one or more Access Persons may become temporary insiders because of a fiduciary (a person or entity to whom property is entrusted for the benefit of another) or commercial relationship.

As an insider, PineBridge has a fiduciary responsibility not to breach the trust of the party that has communicated the material, non-public information by misusing that information. The fiduciary duty arises because PineBridge has entered or has been invited to enter into a commercial relationship with the client or prospective client and has been given access to confidential information solely for the corporate purposes of that client. The obligation remains regardless of whether PineBridge ultimately participates in the transaction.

2. INFORMATION DISCLOSED IN BREACH OF DUTY

Even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information in circumstances where (i) a person knows, or should know, that a corporate insider or tipper is disclosing information in breach of the fiduciary duty he/she owes the corporation and its shareholders and (ii) the corporate insider or tipper is receiving a personal benefit, directly or indirectly, from the disclosure of the information. A prohibited personal benefit could include a present or future monetary gain, a benefit to one's reputation, an expectation of quid pro quo from the recipient or the recipient's employer by a gift of the inside information. The definition of a prohibited personal benefit continues to be litigated in the courts and the regulators seek to expand the definition.

A person may, depending on the circumstances, also become an insider when he/she obtains material, non-public information by happenstance. This includes information derived from social institutions, business gatherings, overheard conversations, misplaced documents and tips from insiders or other third parties.

C. GUIDANCE ON INSIDER TRADING

Any Access Person who is uncertain as to whether the information he/she possesses is material, non-public information should take the following steps immediately:

(1) Report the matter to the Compliance Department;

(2) Refrain from purchasing or selling the securities on behalf of oneself or others, including Clients managed by the Access Person; and

(3) Refrain from communicating the information inside or outside of PineBridge, other than to the Compliance Department.

The Compliance Department will instruct the Access Person on how to proceed.

D. PENALTIES FOR INSIDER TRADING

The penalties for insider trading are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to civil and/or criminal penalties even if he/she does not benefit personally from the violation.

E. PROCEDURES TO IMPLEMENT THE POLICY AGAINST INSIDER TRADING

1. TRADING RESTRICTIONS AND REPORTING REQUIREMENTS

a) No Access Person who possesses material, non-public information relating to PineBridge or any of its affiliates or subsidiaries, may buy or sell any securities of PineBridge or engage in any other action to take advantage of, or pass on to others, such information.

b) No Access Person who obtains material, non-public information which relates to any other company or entity in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under the securities laws, may buy or sell securities of that company or otherwise take advantage of, or pass on to others, such information.

c) Access Persons shall submit reports concerning each Securities transaction and should verify their personal ownership of such Securities.

d) Access Persons should not discuss any potentially material, non-public information concerning PineBridge or other companies except as specifically required in the performance of their duties.

2. INFORMATION BARRIER POLICY

Information barriers are designed to restrict the flow of inside information and to prevent Access Persons on the public side (e.g., trading desks) from gaining access to material, non-public information, which came from the private side.

Please refer to the PineBridge Compliance Manual for a more detailed description of the Information Barrier Policy.

a. CROSS-BARRIER PROCEDURES

A "cross-barrier communication" is a communication between an Access Person on the public side and Access Person on the private side. The communication can be in the form of a conversation, an email, a memo, a research report or any other communication of an Access Person's opinion about the value of a security.

Access Persons are permitted to have cross-barrier communications regarding (a) investments generally, which communications do not relate to any specific issuer (e.g. industry related investment communications) and (b) communications which are issuer specific, but which

involve only public information (only if such communication is monitored by the Legal or Compliance Department).

Access Persons on the private side of the information barrier are prohibited from communicating non-public information (including impressions or information derived from non-public information) regarding an issuer of public securities to any Access Person on the public side of the information barrier unless the communication is notified in advance and monitored by the Compliance Department and the public side has agreed to receive the information prior to the information being communicated.

The Access Person who was brought across the barrier must maintain the confidentiality of the information received at all times and may use it only for the business purposes for which it was disclosed.

b. THE WATCH LIST

The Watch List is a highly confidential list of companies about which PineBridge may have received or may expect to receive material, non-public information. The contents of the Watch List and any related restrictions imposed by the Compliance Department are extremely confidential therefore access to the Watch List is very limited.

i. PLACEMENT OF SECURITIES ON/OFF THE WATCH LIST

A company normally will be placed on the Watch List when PineBridge has received or expects to receive material, non-public information concerning that company. This usually occurs when PineBridge is involved in an assignment or transaction that has not been publicly announced or when PineBridge otherwise determines that there is a need to monitor the trading activity in such company.

A company will be removed from the Watch List at the request of the person who initiated placement on the list, usually when the company's involvement in the transaction relating to the company has ended. Companies also may be removed from the Watch List when they are moved to the Restricted List.

ii. IMPLEMENTATION AND MONITORING

The person who initially places a company on the Watch List is responsible for notifying the Compliance Department when it should be removed. The Compliance Department maintains the Watch List. In addition, the Compliance Department monitors trading activity in any company on the Watch List.

c. THE RESTRICTED LIST

The Restricted List is a confidential list of companies that are subject to restrictions in trading. Restrictions apply to trading for Advisory Clients, proprietary accounts, and trading

for Access Person and related accounts.(2) Companies on the Restricted List are to be kept confidential and are not to be disclosed to anyone outside of PineBridge.

i. PLACEMENT OF SECURITIES ON/OFF THE RESTRICTED LIST

The placement of a company on the Restricted List generally restricts all trading in the securities of that company. Since a company may be placed on the Restricted List for a number of reasons, no inferences should be drawn concerning a company or its securities due to its inclusion on such list.

A company will be removed from the Restricted List at the request of the person who initiated placement on the list, usually when the company's involvement in the transaction relating to the company has ended.

For public companies in which an Access Person (other than a Non-Executive Director) sits on the Board of Directors or acts in a similar capacity, the relevant issuer will be placed on the Restricted List upon notification to Compliance. Access Persons (other than Non-Executive Directors) are required to report their "outside business activities" or "related board level activities" in StarCompliance (see "Outside Business Activities" within this Code).

ii. IMPLEMENTATION AND MONITORING

The Compliance Department is responsible for placing or removing a Security from the Restricted List and has the ultimate responsibility for maintaining the Restricted List.

3. CONFIDENTIALITY

In carrying out business activities, Access Persons often learn confidential or proprietary information about PineBridge, its customers, suppliers and/or third parties. Access Persons must maintain the confidentiality of all information entrusted to them, except where disclosure is authorized or legally required.

F. ANTI-FRAUD AND ANTI-MANIPULATION

In connection with the purchase or sale of any Securities, Access Persons shall not, directly or indirectly, (i) employ any device, scheme or artifice to defraud, (ii) make any untrue statement of a material fact or omit to state a material fact, (iii) engage in any act, practice or course of business which would operate as a fraud or deceit, (iv) engage in any manipulative practice, or (v) trade ahead of or in conflict with an investment recommendation.

V. Personal Securities Transactions

A. TRADING IN GENERAL

Access Persons may not knowingly engage in the purchase or sale of a Security or Related Security (other than an Exempt Security, as explained below) of which they have Beneficial Ownership (other than an Exempt Transaction, as explained in Appendix A) and which, within seven (7) calendar days before and after the transaction (also known as the "Blackout Period"):

(1) is being considered for purchase or sale by a Client, or

(2) is being purchased or sold by a Client.

The Blackout Period restriction applies on an issuer-level basis, such that an employee may be prohibited from placing an equity trade where the Firm is placing a fixed-income trade in the same issuer. In certain circumstances, the Compliance Department may provide an exception to an Access Person that permits the Access Person to trade within seven (7) calendar days of a Client transaction. If an Access Person has been unable to receive approval for a pre-clearance request for 30 calendar days due to Advisory Client transactions, the Access Person may contact the Compliance Department and the Compliance Department will undertake an analysis (which may include factors such as prior exceptions granted, the Access Person's group and its relation to the Security in question, and the Firm's current and prior trading of the Security), and may attempt to designate a day on which the Access Person may transact. Such an exception may only be given when closing a position (either in part or in full) and will typically be in instances where PineBridge has not transacted on the prior business day.

S&P 500 EXEMPTION TO THE BLACKOUT PERIOD:

The Blackout Period does not apply to Securities(3) in the S&P 500 Index where the quantity of Securities requested for pre-clearance is 500 shares or fewer for the period described above as the Blackout Period.

1. EXEMPT SECURITIES

Exempt Securities are Securities that do not have to be pre-cleared or reported to the Compliance Department and are not subject to the short-term trading limitation requirement of this Code.

The following are Exempt Securities:

i. Securities that are direct obligations of the U.S. and foreign governments (e.g., U.S. Treasury and agency obligations);

ii. Bankers' acceptances, bank certificates of deposit, commercial paper, money market funds and certain high quality debt instruments (e.g., structured notes / deposits

including currency linked notes, interest rate linked notes and index-linked notes), including repurchase agreements. ADRs do not fall into this category;

NOTE: HIGH QUALITY DEBT INSTRUMENTS ARE INTERPRETED TO MEAN ANY INSTRUMENT THAT IS RATED IN ONE OF THE TWO HIGHEST RATING CATEGORIES BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.

iii. Shares of unaffiliated registered open-end investment companies (e.g. open-end non- affiliated mutual funds), annuities, or other commingled vehicles.

NOTE 1: EXCHANGE TRADED FUNDS ("ETFS") AND
CLOSED-END FUNDS DO NOT REQUIRE PRE-CLEARANCE

IN STARCOMPLIANCE, BUT ACCOUNTS HOLDING THESE
INSTRUMENTS ARE NOT EXEMPT FROM REPORTING
UNDER THE CODE AND MUST BE DISCLOSED IN
STARCOMPLIANCE.

NOTE 2: ACCOUNTS THAT ONLY HAVE THE ABILITY
TO INVEST IN EXEMPT SECURITIES (SUCH AS

UNAFFILIATED MUTUAL FUNDS, CERTAIN 529 PLANS
INVESTING IN ONLY EXEMPT SECURITIES, AS WELL
AS 401(K) PLANS INVESTING IN ONLY EXEMPT
SECURITIES, SUCH AS THE PINEBRIDGE 401(K)
PLAN) ARE NOT REQUIRED TO BE REPORTED IN
STARCOMPLIANCE.

iv. Any transactions and/or holdings in Securities in a blind trust over which an Access Person has no direct or indirect influence, control or knowledge. An Access Person must notify the Compliance Department of the establishment of such blind trust as part of their initial certifications on StarCompliance or of any opening of such blind trust thereafter. Documentation must be provided to the Compliance Department as evidence that the Access Person has no direct or indirect influence, control or knowledge of the transactions.

v. Investment linked insurance policies.

vi. Compulsory savings plans for the retirement of residents (e.g. mandatory provident fund/occupational retirement schemes in Hong Kong, central provident fund in Singapore, or equivalent in other jurisdictions).

NOTE 1: IN ADDITION TO THE ABOVE, THERE ARE
CERTAIN TRANSACTIONS DESIGNATED BY THE

COMPLIANCE DEPARTMENT AS EXEMPT ("EXEMPT
TRANSACTIONS"), WHICH ARE NOT REQUIRED TO BE
PRE-CLEARED, BUT ARE REQUIRED TO BE REPORTED
TO COMPLIANCE. THESE TRANSACTIONS ARE
DISCUSSED IN APPENDIX A.

NOTE 2: AN ACCOUNT WITH NO HOLDINGS, AND
WHERE THE ACCESS PERSON HAS NO INTENT TO USE

THE ACCOUNT GOING FORWARD, DOES NOT HAVE TO
BE REPORTED TO THE COMPLIANCE DEPARTMENT AND
IS NOT SUBJECT TO THIS CODE. HOWEVER, ANY
SUBSEQUENT ACTIVITY IN SUCH ACCOUNTS MUST BE
REPORTED.

2. CIRCUMSTANCES REQUIRING PRE-CLEARANCE

All Access Persons must obtain pre-clearance via StarCompliance and/or from the Compliance Department prior to purchasing or selling a Security that is neither an Exempt Security nor can be bought or sold in an Exempt Transaction.

a. PRE-CLEARANCE APPROVAL: Once received, pre-clearance approval is valid for the same day and the next trading day through the market close in which the security is being traded (THE "APPROVAL PERIOD"). For example, if a Hong Kong based employee receives trading approval for a security traded on the Hong Kong exchange on Friday, that approval is valid for Friday and Monday, up until the Hong Kong market close on Monday. If an approval is received after trading hours, the approval remains valid only for the next trading day. For example, if a Hong Kong based employee receives trading approval for a security traded on the Hong Kong exchange after the Hong Kong market close on a Friday, the approval is valid for Friday and through Monday's market close.

When determining the length of the approval period for securities traded on a foreign market, employees must look to the local market time in which the security is being traded and then apply the pre-approval rules. For the avoidance of doubt, an approval received by an Access Person in Asia relating to any transactions in US Securities is dependent on the US market in which the security is being traded. For example, if a Hong Kong employee receives trading approval for a security traded on a US exchange on Monday 10:00am (CHST), then the approval expires on Monday 4:30pm (EST), which is Tuesday 4:30am (CHST).

To avoid confusion, the trade request approval generated from the system will contain a "Local Expiry Date/Time", indicating the end of the Approval Period. An order that is not executed within the Approval Period must be re-submitted for pre-clearance approval. Approval for a private placement purchase or initial public offerings ("IPOs") is valid until the closing of the private placement transaction or IPO period.

Access Persons wishing to enter a limit order for a Security that is neither an Exempt Security nor can be bought or sold in an Exempt Transaction are only permitted to enter limit orders that are good for the day they are entered ("Day Order"). ACCESS PERSONS MAY NOT ENTER LIMIT ORDERS WITH DURATIONS EXCEEDING A DAY (E.G., GOOD-TIL-CANCELLED, STOP LOSS) FOR TRANSACTIONS OTHER THAN EXEMPT SECURITIES OR SECURITIES THAT CAN BE BOUGHT OR SOLD IN AN EXEMPT TRANSACTION.

b. PROCEDURES FOR APPROVAL: Access Persons must request pre-clearance electronically, using StarCompliance. Pre-clearance approval is granted if the purchase or sale complies with this Code and the foregoing restrictions.

Non-Executive Directors are not subject to the pre-clearance requirement referred to above unless at the time of the transaction, knew or, in the ordinary course of fulfilling the Non-Executive Director's official duties as a director of PineBridge, should have known that: (a) PineBridge engaged in a transaction in the same security within the last seven (7) calendar days or is engaging or going to engage in a transaction in the same security within the next seven (7) calendar days; or (b) PineBridge has within the last seven (7) calendar days considered a transaction in the same security or is considering a transaction in the same security within the next seven (7) calendar days. In addition, the following requirements of this Policy, Sections V. A.3, 4, 5 and 7 do not apply to Non-Executive Directors.

3. INITIAL PUBLIC OFFERINGS(4)

The purchase of equity Securities in IPOs by Access Persons can create an appearance that such personnel have taken inappropriate advantage of their positions for personal benefit. Accordingly, Access Persons who are Investment Personnel are prohibited from purchasing an IPO. All other Access Persons must obtain pre-clearance from the Compliance Department prior to participating in an IPO.

4. PRIVATE PLACEMENTS

Access Persons must obtain prior written approval from the Compliance Department before acquiring Beneficial Ownership of any Securities offered in a Private Placement (other than a Private Placement sponsored by PineBridge). Access persons may be requested to supply to Compliance copies of any private placement memorandum, subscription documents, offer sheets, term sheets or other written documentation pertaining to the deal. Approval will be given only if it is determined that the investment opportunity should not be reserved for Advisory Clients and that the opportunity to invest has not been offered to the Access Person by virtue of his or her position.

Access Persons must disclose investments in a Private Placement if an investment in the issuer of the Private Placement is being considered for a Client and the Access Person is involved in the decision making process. A decision to make such an investment must be independently reviewed by the Access Person's manager or a Managing Director who does not have Beneficial Ownership of any Securities of the issuer.

Upon approval from the Compliance Department, the Private Placement must be reported in StarCompliance and confirmation of the purchase must be provided to the Compliance Department once complete. Private Placements sponsored by PineBridge are not required to be reported in StarCompliance nor is confirmation of purchase required to be provided to Compliance since PineBridge already maintains a record of all investors, including Access Persons, in a PineBridge sponsored fund.

5. SHORT-TERM TRADING

Access Persons are prohibited from:

o Realizing profits from selling a Security fewer than 30 calendar days after the purchase of the position (i.e. trade date + 30 days).

o Realizing profits from closing a short position within 30 calendar days of opening the position (i.e. trade date + 30 days).

o Realizing a profit on a put or call option (whether through expiration or through automatic execution) fewer than 30 calendar days after the purchase or sale of the underlying position (i.e. trade date + 30 days).

o To clarify with an example, if a trade is executed on January 1st, it cannot be sold at a profit until February 1(st). If that position is sold on January 31(th) or earlier, it will be considered a violation.

A last-in, first-out ("LIFO") methodology will be applied to a series of Securities purchases for determining compliance with this holding rule. (Note: gains are calculated differently under this rule than they would be for tax purposes.)

There are a few exceptions to this prohibition: (1) Exempt Securities; (2) ETFs that track an index; (3) futures and options on ETFs; (4) redemption of funds with a cooling off period; (5) non-volitional margin calls (employees receiving margin calls that result in hardship should contact their local Compliance Department); (6) hardship exemptions, which may be approved by the Compliance Department in extreme circumstances; and (7) any other special exemption approved by Compliance PRIOR to the profit being realized. Hardship exemptions and special exemptions must be approved in advance of trading. Please contact the Compliance Department with any questions.

The Compliance Department will monitor short-term trading and address any abuses of short-term trading profits on a case-by-case basis. If an abuse is discovered, Access Persons may be required to disgorge any profits realized on personal trades executed within 30 days. Day trading by Access Persons is strictly prohibited.

Personal trading in unusually high frequency is discouraged. The Compliance Department may contact any Access Person and/or his or her supervisor deemed to be trading with excessive frequency.

6. MARKET TIMING

Market Timing is the short-term trading in and out of predominantly US registered investment companies, generally those that are focused on non-US investments using information that is publicly known, but not yet reflected in the share price. Furthermore, more sophisticated market timers have taken advantage of disparities between the last quoted price of a Fund's underlying portfolio securities and potentially inaccurate fair valuation of those securities. Market timing by Access Persons is strictly prohibited whether or not the market timing relates to products advised or sub-advised by PineBridge.

7. GIFTING OF SECURITIES / INHERITANCE

The gifting of Securities or receiving of securities from an inheritance is permitted without pre- clearance. Nonetheless, these Securities must be disclosed in StarCompliance and reported.

B. REPORTING

1. DISCLOSURE OF HOLDINGS AND ACCOUNTS

Access Persons must disclose via the "Initial Holdings Report" or through direct registration in StarCompliance to the Compliance Department, whether they have a direct or indirect Beneficial Ownership and/or control of any Securities or affiliated fund accounts within 10 calendar days of commencement of employment (such information must be current as of a date no more than 45 days prior to employment).

If an Access Person subsequently opens a new account of which he/she has Beneficial Ownership and/or control (whether or not this account holds reportable Securities), the Access Person must notify the Compliance Department via StarCompliance within 10 calendar days following the

opening of such account. Securities held in certificate form that are not held in street name must also be reported to the Compliance Department via StarCompliance. Accounts that only have the ability to invest in Exempt Securities (such as unaffiliated mutual funds, 529 Plans investing in only Exempt Securities, and
401(k) Plans investing in only Exempt Securities) as defined in the Exempt Securities section above are not required to be reported. All reports submitted to the Compliance Department will be treated as confidential.

Any Access Person who fails to report his or her holdings or the opening of a new brokerage account in accordance with this Code shall be deemed to be in violation of this Code.

ANNUAL HOLDINGS REPORT

Access Persons must provide and certify on an annual basis, a report of their accounts and beneficial holdings within 30 days after the calendar year end. The information must be current as of a date no more than 45 days prior to the submission of the report.

2. TRANSACTIONS FOR ACCESS PERSONS

Access Persons must arrange for the Compliance Department to be provided, on a timely basis, duplicate copies of confirmations for all transactions in an account that is Beneficially Owned and/or controlled by such Access Person. Duplicate copies of periodic statements for the account also must be provided. In order for the Access Person to arrange the delivery of duplicate confirmations and statements, the Access Person must notify the Compliance Department of the broker-dealer(s) from which the Compliance Department will request these documents. If possible, Access Persons should arrange for the Compliance Department to receive electronic statements directly from the broker-dealer.

NOTE 1: ELECTRONIC BROKER FEEDS

ACCESS PERSONS EMPLOYED BY PINEBRIDGE ENTITIES IN THE AMERICAS, AND HOUSEHOLD MEMBERS OF THOSE ACCESS PERSONS, SHOULD MAINTAIN PERSONAL SECURITIES ACCOUNTS IN WHICH THEY HAVE A BENEFICIAL INTEREST AT BROKERAGE FIRMS THAT PROVIDE TRANSACTION DATA ELECTRONICALLY TO PINEBRIDGE. IF AN AMERICAS ACCESS PERSON MAINTAINS AN ACCOUNT(S) PRIOR TO JOINING PINEBRIDGE WITH BROKERAGE FIRMS THAT DO NOT PROVIDE DATA ELECTRONICALLY TO PINEBRIDGE, HE/SHE MAY BE ASKED TO MOVE THE ACCOUNT(S) TO A BROKERAGE FIRM THAT DOES WITHIN 60 DAYS OF EMPLOYMENT. THE APPROVED BROKERS LIST IS AVAILABLE ON STARCOMPLIANCE AND SOURCE. ACCESS PERSONS OUTSIDE OF THE AMERICAS SHOULD ALSO ENDEAVOR TO PROVIDE TRANSACTION DATA THROUGH ELECTRONIC DELIVERY WHERE POSSIBLE. WHERE ELECTRONIC BROKERAGE FEEDS ARE NOT AVAILABLE, ACCESS PERSONS MUST COORDINATE THE COMPLIANCE DEPARTMENT'S RECEIPT OF ALL TRANSACTION AND STATEMENT INFORMATION.

NOTE 2: NON-DISCRETIONARY / MANAGED ACCOUNTS, IN WHICH AN ACCESS
PERSON DOES NOT HAVE TRADING DISCRETION AND THE ACCOUNT IS MANAGED BY A THIRD PARTY AND WHO EXECUTES TRADES AND MANAGES AN ACCOUNT ON BEHALF OF THE ACCESS PERSON, ARE REQUIRED TO BE REPORTED. TRANSACTIONS IN SUCH ACCOUNTS DO NOT REQUIRE PRE-CLEARANCE AND ARE NOT SUBJECT TO THE BLACKOUT PERIOD OR SHORT-TERM TRADING RULES, HOWEVER REPORTING IS STILL REQUIRED. THEREFORE, FOR SUCH DISCRETIONARY / MANAGED ACCOUNTS, ACCESS PERSONS MUST ENSURE THEY PROVIDE DUPLICATE CONFIRMATIONS AND STATEMENTS TO THE COMPLIANCE DEPARTMENT, OR FOR ACCESS PERSONS LOCATED IN THE AMERICAS, BROKERAGE FIRMS THAT PROVIDE TRANSACTION DATA ELECTRONICALLY TO PINEBRIDGE MUST BE USED (PER NOTE 1 ABOVE).

QUARTERLY TRANSACTIONS CERTIFICATION -- FOR ACCESS PERSONS
LOCATED OUTSIDE OF THE AMERICAS

Access Persons who are located outside of the Americas are required, within 30 days after the calendar quarter, to complete a report of all transactions in Securities of which the Access Person had Beneficial Ownership and/or control (except for those Securities classified as Exempt Securities).

Access Persons who are located outside of the Americas must complete the report even if no reportable transactions occurred during the quarter.

EXCEPTIONS TO REPORTING REQUIREMENTS

A Non-Executive Director is not subject to the reporting requirements of B.1 or B.2 above; however, a quarterly report under B.2 is required if the Non-Executive Director, at the time of the transaction, knew or, in the ordinary course of fulfilling the Non-Executive Director's official duties as a director of PineBridge, should have known that: (a) PineBridge engaged in a transaction in the same security within the last seven (7) calendar days or is engaging or going to engage in a transaction in the same security within the next seven (7) calendar days; or
(b) PineBridge has within the last seven (7) calendar days considered a transaction in the same security or is considering a transaction in the same security within the next seven (7) calendar days.

--------------------------------------------------------------------------------------------------
                                     TRANSACTIONS & SECURITIES MATRIX
--------------------------------------------------------------------------------------------------
                               PRE-CLEARANCE     REPORTING
TYPE / DESCRIPTION               REQUIRED?       REQUIRED      ADDITIONAL INFORMATION
--------------------------------------------------------------------------------------------------
TRANSACTION IN NON-                 ^                ^
EXEMPT SECURITY
(e.g. common stock)
--------------------------------------------------------------------------------------------------
TRANSACTION IN AN EXEMPT            X                X
SECURITY
(e.g. mutual fund)
--------------------------------------------------------------------------------------------------
EXEMPT TRANSACTION
(e.g. ETF)                          X                ^
--------------------------------------------------------------------------------------------------
TRANSACTIONS IN PINEBRIDGE          X                ^
SPONSORED FUNDS
--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------
TRANSACTIONS IN IPOS                ^                ^         INVESTMENT PERSONNEL are
                                                               prohibited from purchasing
                                                               an IPO.
--------------------------------------------------------------------------------------------------
PRIVATE PLACEMENTS                  ^                ^         PRE-CLEARANCE: Submit request
                                                               through StarCompliance Module
                                                               REPORTING: Signed
                                                               subscription/deal documents
                                                               must be provided through the
                                                               StarCompliance system or via
                                                               email to
                                                               starcompliance@pinebridge.com.
--------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
                             BROKERAGE ACCOUNTS MATRIX
----------------------------------------------------------------------------------------------------------
                                                    PAPER BROKER
                                                    STATEMENTS SENT
                                     E-FEED         TO LOCAL
                       REPORTING     CONNECTION     COMPLIANCE
TYPE / DESCRIPTION     REQUIRED      AVAILABLE?     DEPARTMENT?     ADDITIONAL INFORMATION
----------------------------------------------------------------------------------------------------------
ACTIVE BROKERAGE           ^             ^               X          ACTIVE BROKERAGE ACCOUNT AT
ACCOUNT FOR                                                         NON-E-FEED BROKER THAT CANNOT
ACCESS PERSON                                                       BE TRANSFERRED: Certain
LOCATED IN THE                                                      accounts may not be able to
AMERICAS                                                            switch brokers (e.g. a
                                                                    compensation plan); if this is the
                                                                    case, reporting is required by way
                                                                    of arranging for copies (paper or
                                                                    pdf) of broker statements to be
                                                                    sent to StarCompliance with the
                                                                    coordination of local Compliance
                                                                    Department, which may utilize the
                                                                    MetaSource manual data entry
                                                                    service.
----------------------------------------------------------------------------------------------------------
ACTIVE BROKERAGE           ^             ^               ^          POSSIBLE E-FEED CONNECTION: If
ACCOUNT FOR                                                         the Non-U.S. Employee has an
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
ACCESS PERSON                                                       account at an e-feed broker, the
LOCATED OUTSIDE THE                                                 Employee should authorize the
AMERICAS                                                            e-feed connection. If not,
                                                                    duplicate copies (paper or pdf)of
                                                                    statements must be sent to your
                                                                    local Compliance department.
----------------------------------------------------------------------------------------------------------
ACTIVE BROKERAGE           X             X               X          REQUIREMENTS: An account
ACCOUNTS THAT ONLY                                                  holding only Exempt Securities,
INVEST IN EXEMPT                                                    and where the Access Person
SECURITIES                                                          has no intent to invest in non-
(e.g. several 529                                                   Exempt securities going forward,
plans, several 401K                                                 does not have to be reported.
plans)                                                              However, any subsequent activity
                                                                    subject to this Code in such
                                                                    accounts must be reported.
----------------------------------------------------------------------------------------------------------
INACTIVE BROKERAGE         X             X               X          REQUIREMENTS: An account with
ACCOUNT                                                             no holdings, and where the
                                                                    Access Person has no intent to
                                                                    use the account going forward,
                                                                    does not have to be reported.
                                                                    However, any subsequent activity
                                                                    subject to this Code in such
                                                                    accounts must be reported.
----------------------------------------------------------------------------------------------------------

VI. Outside Business Activities

"OUTSIDE BUSINESS ACTIVITIES" include service as an employee, consultant, board member, partner, officer, director, owner or trustee of an organization that is not an affiliate of PineBridge.

Given the nature of the Firm's business, the Firm's duties to its clients and equity owners, and the role of investment and financial advisory professionals generally, Access Persons who engage in outside business activities may face numerous and significant potential conflicts of interest. Prior to pursuing any such outside business activities, Access Persons (other than Non-Executive Directors) must:

o receive written approval from the Access Person's supervising Managing Director or department head if the outside business activity includes service on a board or similar body;

o promptly complete a declaration under the Outside Activity section found on STARCOMPLIANCE, which will be reviewed and approved or disapproved (as appropriate) by the Compliance Department and the Access Person's supervisor;

o if the outside business activity includes service on a board of directors or similar body, obtain the Acknowledgment and Waiver Letter described below if required; and

o receive written approval from your Supervising Managing Director for a presentation, talk, or service on a panel in which you are offered an honorarium.

Hiring managers must obtain information regarding Outside Business Activities from potential new hires prior to extending an offer to proactively identify any potential conflicts of interest. An initial disclosure of outside business activities must be made to the Compliance Department at the commencement of employment.

Service on the board of directors or as a director (or other similar roles) of a company in which PineBridge or one of its managed portfolios or funds has invested, and which is part of the employee's job responsibilities, is considered as an outside business activity under this Policy. Such activity is not required to be pre-cleared, but must be reported to the Compliance Department via StarCompliance within 30 days of being appointed to the position.

NOTE: IF THE BOARD POSITION IS FOR A PUBLIC COMPANY (I.E., THE COMPANY IS LISTED ON AN EXCHANGE), COMPLIANCE MUST BE NOTIFIED PRIOR TO SUCH APPOINTMENT. PUBLIC COMPANIES THAT HAVE AN ACCESS PERSON AS A BOARD MEMBER WILL BE ADDED TO THE RESTRICTED LIST UNTIL THE ACCESS PERSON NO LONGER SERVES IN A CAPACITY IN WHICH MNPI COULD BE OBTAINED.

GENERAL GUIDELINES

When engaged in an approved outside business activity, Access Persons must:

o when a potential conflict of interest may arise, always make decisions in the best interest of PineBridge and our customers -- not to advance personal interest;

o remain aware of how personal activities can lead to potential conflicts, such as taking a second job with or making an investment in a PineBridge customer, vendor or competitor;

o discuss with your manager any situation that could be perceived as a potential conflict of interest; and

o proactively address situations that may put your interests or those of a family member or friend in potential conflict with PineBridge.

SERVICE ON OUTSIDE BOARDS

The Compliance Department will determine procedures to prevent the misuse of material, non-public information, which may be acquired through service on the board of a company, as well as other procedures or investment restrictions, which may be required to prevent actual or potential conflicts of interest.

In certain circumstances, the corporation or other entity in which the board governs must provide the Access Person with written assurances (an "ACKNOWLEDGMENT AND WAIVER LETTER") regarding potential conflicts that may arise from time to time. The Acknowledgement and Waiver Letter should include an acknowledgement by the company that potential conflicts may exist, that the Access Person will resolve those conflicts in favor of PineBridge, and that the Firm has waived any such conflicts. The Compliance Department may determine, based on the nature of the activity of serving on the Board, the position the Access Person holds on the board, the job function of the Access Person at PineBridge, among other things, whether the Acknowledgement and Waiver Letter is required. Depending on the facts and circumstances, the Compliance Department will notify the Access Person if the Acknowledgement and Waiver Letter is required. A form of Acknowledgement and Waiver Letter is attached to this Code of Ethics as Appendix B.

In addition to complying with the policies and procedures set forth in this Code, Access Persons must be vigilant in identifying and managing the potential conflicts of interest that may arise by virtue of their service on a board. Depending on the circumstances, these conflicts may require the Access Person to recuse him- or herself from deliberations of the board. In some cases, it may be necessary to resign from the board entirely. Access Persons should seek guidance from the Legal or Compliance Department as to how these potential conflicts may be best addressed.

INSOLVENT COMPANIES

Access Persons should also be aware that corporations that are insolvent or operating in the so-called "zone of insolvency" may present particular legal challenges for officials and directors, including expansion of fiduciary duties to include the corporation's creditors, as well as its shareholders. The case law relating to duties of directors of insolvent corporations is unsettled, and may vary considerably from jurisdiction to jurisdiction. Access Persons serving on a board that becomes insolvent or enters the vicinity of insolvency should seek legal guidance promptly from the board's legal counsel.

SERVICE AS A PUBLIC OFFICIAL(5)

Before serving as a public official or running for elected office, an Access Person must obtain prior written approval from the Firm's General Counsel or his or her designee. It is important that personal political activities or interests do not conflict with responsibilities at PineBridge or imply the support of PineBridge.

Specifically:

o The Firm's name should never be used by employees running for a political office, other than to identify PineBridge as their employer;

o holding or campaigning for political office by a PineBridge employee must not create, or appear to create, a conflict of interest with the Firm's duties;

o PineBridge funds or other PineBridge assets are never to be used for political purposes, including political advocacy ("lobbying") without first consulting the Legal or Compliance Department;

o only authorized representatives can make corporate contributions to political candidates for public office on behalf of PineBridge; and

o because laws and regulations governing corporate political activities and contributions are complex, the Legal or Compliance Department must be consulted regarding contributions to ensure such contributions and activities are permitted and consistent with the Firm's business strategy for the region.

To avoid even the appearance of any conflict with the Firm's interests, employees who participate in community support efforts outside of PineBridge sponsored programs should never imply the Firm's endorsement of the effort.

EXCEPTIONS

The term "outside business activities" generally is not intended to include service to any organization that is (I) a personal holding company or (II) an entity identified in Section 501(c)(3) of the US Internal Revenue Code (provided that it is an unpaid position). A "PERSONAL HOLDING COMPANY" is an entity that:

o is wholly-owned by the Access Person and/or members of the Access Person's immediate family;

o is used solely for the Access Person's personal investments;

o is not actively managed;

o does not have any dealings with PineBridge or its Clients; and

o does not compete with PineBridge.

The approvals required for outside business activities are not required for activities relating to those exempted organizations. However, these activities must be reported in StarCompliance.

Activities such as ownership or directorship of a company whose sole purpose is to hold a property that generates passive rental income, membership on the board of a residence and other similar activities will not be considered outside business activities and are exempt from the approval and reporting requirements. If you have any questions on activities not specifically mentioned, please contact the Compliance Department.

In addition, Consultants or Contingent Workers deemed Access Persons are not required to disclose their primary employer as an Outside Business Activity. For example, if PineBridge hires a Consultant from ABC Consulting Firm and the Consultant is determined to be an Access Person, the Consultant is not required to disclose ABC Consulting Firm as an Outside Business Activity.

VII. Gifts & Entertainment

THIS SECTION SHOULD BE READ IN CONJUNCTION WITH THE "GIFTS AND ENTERTAINMENT MATRIX" ON PAGE 36.

Modest Gifts and appropriate Entertainment can help strengthen business relationships, but these business courtesies, whether given or received by PineBridge employees, must never improperly influence business decisions or bring about the improper performance of a Relevant Function or Activity(6). Accordingly, it is best practice to monitor the offer and receipt of Gifts and/or Entertainment. In all matters related to Gifts or Entertainment, it is the responsibility of the Access Person to exercise good judgment.

The below requirements related to Gifts and Entertainment apply in most regions; however local thresholds and reporting procedures may exist in certain jurisdictions. Additionally, certain clients or counterparties (e.g. government entities and/or plans) may have stricter rules and prohibitions regarding giving or receiving gifts and entertainment. Please consult your regional policies and procedures or discuss with your regional compliance officer. Please note that amounts are stated in US dollars.

1. GENERAL GUIDELINES:

Offering and/or accepting Gifts and Entertainment is appropriate provided there is a business purpose, the expense incurred is ordinary and necessary, and the Gift or Entertainment falls within this Code and all relevant laws and regulations. Special care must be taken when providing Gifts and Entertainment to officials or employees of governments or government owned or controlled enterprises or other officials who hold legislative, administrative or judicial positions. When providing Gifts or Entertainment to government officials or employees of government owned or controlled enterprises, you are required to abide by local law and the Firm's anti-corruption policies. Access Persons should:

(1) never allow business Gifts and Entertainment, whether given or received, to improperly influence business decisions or bring about the improper performance of a relevant function or activity;

(2) remember if the donor is not present(7), then the Entertainment is subject to Gift policies;

(3) respect local and cultural sensitivities when exchanging business Gifts and Entertainment;

(4) never provide or accept extravagant Gifts or lavish Entertainment;

(5) never offer or receive anything that could be considered a bribe or other improper payment or Gift;

(6) never solicit Gifts, favors or Entertainment;

(7) ensure that Gifts and Entertainment are reasonable, ordinary, in good taste, customary and lawful in the country or region where they are exchanged; and

(7) In the case of PineBridge offering hotel lodging to prospective or existing clients, this is permitted for only the night(s) related to the event (no extra nights) and should be reported as "Entertainment Given" in StarCompliance. Hotel lodging requires Managing Director approval. See "Entertainment Given" on the next page for details.

(8) never offer or accept cash or cash equivalent (i.e., gift cards) in any amount.

Access persons are expected to consult with the Compliance Department if they have any questions regarding Gifts or Entertainment.

2. GIVING GIFTS:

Access Persons (other than Non-Executive Directors) giving Gifts to prospective or existing clients or counterparties must submit a Gifts and Entertainment Disclosure on StarCompliance for all Gifts within 30 business days of giving the Gift.(8) Access Persons may not provide Gifts to a prospective or existing client exceeding $100 in aggregate in any calendar year. Any exception to the $100 limit must be approved in writing by the Access Person's supervising Managing Director in advance of giving the Gift. Access Persons are generally prohibited from providing Gifts valued at more than $150, however, exceptions may be granted in certain instances provided that prior approval is received from the regional head of compliance and line of business supervisor.

3. RECEIVING GIFTS:

All Gifts received(9) by Access Persons (other than Non-Executive Directors) exceeding the De Minimis Amount must be reported via the Gifts and Entertainment Disclosure on StarCompliance within 30 business days of the date of receipt of such Gift. In addition, Gifts valued at more than $100 must be approved by the Access Person's supervisor within five (5) business days. While PineBridge has adopted a prohibition on Gifts valued at more than $150, certain Gifts in excess of $150 received by Access Persons may be accepted, provided that they be shared among the department receiving the Gift. The manager of the department receiving the gift is responsible for seeing that the gift is reported via StarCompliance. Where such a Gift cannot be reasonably shared amongst employees (as in the case of an item of clothing), the Gift may be accepted and subsequently donated to charity. This includes, among other things, gratuities and Gifts received by Access Persons for speaking engagements.

If you are offered a Gift that does not meet the above criteria, politely decline the Gift. If declining a Gift would be offensive or hurt a business relationship, accept the Gift on behalf of PineBridge and submit a written Gift report to your supervisor, and work with your supervisor and the Compliance Department to determine the appropriate disposition of the Gift.

4. ENTERTAINMENT GIVEN:

Entertainment given that costs less than $150 does not have to be reported. Any entertainment given by an Access Person (other than a Non-Executive Director) that costs in excess of $150 (per person, per event) must be approved by a supervisor and reported through StarCompliance within 30 business days of providing such Entertainment. If there are multiple Access Persons giving the Entertainment, then only one Access Person needs to report the Entertainment in StarCompliance so long as all Access Persons are named within the report.

(9) Employees that are Registered Representatives of PineBridge Securities LLC may not offer or receive gifts in excess of $100 and must report all gifts given or received, regardless of the amount.

5. ENTERTAINMENT RECEIVED:

Access Persons (other than Non-Executive Directors) must obtain prior written approval from a supervisor before accepting entertainment in excess of $150 (per person, per event), and must report through the StarCompliance system all Entertainment received exceeding the De Minimis Amount within 30 business days of the receipt of such Entertainment.

Entertainment includes but is not limited to: meals, cocktails, outings (e.g. golf, theater tickets, concerts, sporting events) and holiday parties when the third party provider is in attendance.

In the event that Entertainment is not pre-planned, or occurs at the time of client or other meetings, reporting into StarCompliance and disclosure to your manager should occur as soon as possible and should only be accepted if you reasonably believe your accepting the Entertainment will not create the appearance that the Entertainment is intended to influence or reward the receipt of business, or otherwise affect an employee's decision-making.

Entertainment received from a Contact(10) equal to or less than $150 may be accepted without approval as long as it is not frequent in nature, (more than once a month per Contact). All entertainment received exceeding the De Minimis Amount must be reported in the StarCompliance system.

In addition to this policy, Access Persons must also comply with travel and entertainment policies developed by PineBridge.

------------------------------------------------------------------------------------------------------------------------------------
                                             GIFTS AND ENTERTAINMENT MATRIX
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        STARCOMPLIANCE           SUPERVISOR APPROVAL
                                                                                        REPORTING REQUIRED            REQUIRED
------------------------------------------------------------------------------------------------------------------------------------
Gifts Given(11)          Less than or equal to $100 per person per year                 Yes                         No
------------------------------------------------------------------------------------------------------------------------------------
                         Greater than $100 per person per year                          Yes                         Yes
------------------------------------------------------------------------------------------------------------------------------------
                         Greater than $150 per person per year                          Not permitted(12)
------------------------------------------------------------------------------------------------------------------------------------
Gifts Received(13)       No more than $50 in cumulative from the person during the      No                          No
                         calendar year
------------------------------------------------------------------------------------------------------------------------------------
                         Less than or equal to $100, but more than $50 from an          Yes                         No
                         individual in any given calendar year
------------------------------------------------------------------------------------------------------------------------------------
                         Greater than $100, but less than $150 per person per year      Yes                         Yes
------------------------------------------------------------------------------------------------------------------------------------
                         Greater than $150 per person per year                          Not permitted
------------------------------------------------------------------------------------------------------------------------------------
Entertainment Given      Less than or equal to $150 (per person, per event)             No                          No
------------------------------------------------------------------------------------------------------------------------------------
                         Greater than $150 (per person, per event)                      Yes                         Yes
------------------------------------------------------------------------------------------------------------------------------------
Entertainment            No more than $50 in cumulative from the person during the      No                          No
Received                 calendar month
------------------------------------------------------------------------------------------------------------------------------------
                         Greater than $50 in cumulative per person per month and        Yes                         No
                         less than or equal to $150 per person, per event(13)
------------------------------------------------------------------------------------------------------------------------------------
                         Greater than $150 (per person, per event)                      Yes                         Yes
------------------------------------------------------------------------------------------------------------------------------------

(12) Exceptions may be granted in certain instances provided that prior approval is received from the regional head of compliance and line of business supervisor.

(13) In addition, no more than $150 per month can be received from a Contact without supervisor approval.

VIII. Political & Charitable Contributions

A. POLITICAL CONTRIBUTIONS

PineBridge is committed to complying with all applicable regulations related to political contributions. Certain of these regulations may disqualify PineBridge from seeking business from a potential client on the basis of a contribution made by an employee. Employees are required to abide by policies and procedures covering political contributions established by PineBridge and regional compliance departments. Contact your manager or your local compliance officer if you have any questions on the policies that are applicable to you. For the purposes of this policy, a "Covered Associate" is defined as an employee of PineBridge Investments LLC or PineBridge Galaxy LLC (both US SEC registered investment advisers).

In order to avoid current or potential future conflicts of interest, Covered Associates, together with their spouse and dependent Household Members(14), MUST OBTAIN PRIOR APPROVAL FROM COMPLIANCE THROUGH THE STARCOMPLIANCE SYSTEM BEFORE MAKING ANY POLITICAL CONTRIBUTIONS TO ANY STATE OR LOCAL US GOVERNMENT OFFICIAL OR CANDIDATE. Covered Associates, together with their spouse and dependent Household Members, are prohibited from making political contributions to any state or local US government official, entity or political party (including incumbents, candidates or successful candidates for elected office, including any election committees) that in aggregate are in excess of the following limits:

A. Up to $150 per candidate, per election to candidates for whom the Covered Associate is not entitled to vote;

B. Up to $350 per candidate, per election to candidates for whom the Covered Associate is entitled to vote(15) ; and

C. Up to $350 per Political Party, Political Action Committee ("PAC") or similar organization established in support of a Political Party or particular candidate per election, as long as the contribution to the Political Party, PAC or similar organization is not used to indirectly exceed the limits in A. and B. above.

Please note that these limits apply to all states and political subdivisions of states (e.g. cities, counties, municipalities, etc.), including pools of assets sponsored or established by a state or local government (e.g. pension plans for government employees).

However, these limits and the requirement to obtain prior approval from Compliance do not apply to candidates for Federal office (US Senate, House of Representatives, or presidency) who do not currently hold any state or local government office. In addition, although this Policy is limited to also include dependent Household Members, it should be very clear that no Covered Associate may indirectly seek to circumnavigate the intent of this rule through other individuals or means, such as through privately owned corporations.

Covered Associates are prohibited from compensating (or coordinating or soliciting) any third party (such as a placement agent or PAC) to solicit advisory business from a US government official, entity or political party (as

(15) A person is "entitled to vote" for an official if the person's primary residence is in the locality in which the official seeks election.

described in further detail above), unless the third party is registered as either a US broker-dealer or investment adviser and has certain similar restrictions in place. Americas Compliance must be consulted prior to: (1) hiring/using any such service; and (2) any change in the third party's activities, where the third party may solicit business in the US.

The policy also includes providing "in-kind" non-cash contributions to a political campaign. For example, the use of the Covered Associates' or Firm's time or resources to benefit any state or local US government official, entity or political party would be subject to the above limits.

Note for all Covered Associates: The SEC's adopting release (Release No. IA-3043) to the rule regarding "Political Contributions by Certain Investment Advisers" provides further guidance such that PineBridge Investments LLC and Covered Associates must never "funnel payments through third parties, including, for example, consultants, attorneys, family members, friends or companies affiliated with the adviser as a means to circumvent the rule."

Non-compliance with this section may result in disciplinary action, up to, and including termination of employment. Covered Associates may be required to certify their compliance with the above requirements on a periodic basis.

Any request for exceptions must be made to Americas Compliance prior to any contribution being made.

B. CHARITABLE CONTRIBUTIONS TO GOVERNMENT RELATED OR GOVERNMENT SPONSORED CHARITIES

PineBridge may, from time to time, provide sponsorship and/or assistance to bona fide charities, educational establishments, community groups and other organizations, whether in the form of funds, assets, services, or other types of support (collectively "Charitable Contributions").

All contributions must be for a bona fide charitable purpose, and must not conflict with the terms of the Code of Ethics, or any other PineBridge policy. Access Persons (other than Non-Executive Directors) must receive pre-approval for a Charitable Contribution through the StarCompliance system under "Outside Activity" for:

A. Any Charitable Contribution, either personally or on behalf of PineBridge, requested by a government official (or by a government official through the use of a third party).

B. Any Charitable Contribution on behalf of PineBridge to a non-US entity (whether located in the US or abroad).

Appendix A: Exempt Transactions

INTRODUCTION

The Firm's Code provides that no Access Person may knowingly engage in the purchase or sale of a Security (other than an Exempt Security) or Related Security of which he/she has Beneficial Ownership and/or control (other than an Exempt Transaction), and which, within seven (7) calendar days before and after the transaction:

1. is being considered for purchase or sale by a Client, or

2. is being purchased or sold by a Client.

The Code provides further that classes of transactions may be designated as Exempt Transactions by the Compliance Department.

DESIGNATION OF EXEMPT TRANSACTIONS

In accordance with the Code, the Compliance Department has designated the following classes of transactions as Exempt Transactions, based upon a determination that the transactions do not involve any realistic possibility of a violation of applicable regulations. Unless otherwise noted, the following transactions do not require pre-clearance, BUT ARE SUBJECT TO THE REPORTING REQUIREMENTS OF THE CODE (i.e., reported in StarCompliance via an electronic broker feed or by way of the Compliance Department receiving paper or pdf confirms and statements from the broker). Exempt Transactions are subject to the 30 day short-term trading limitation, unless otherwise noted:

1. Transactions in affiliated Funds

2. Purchases or sales of Securities that are not eligible for purchase or sale by Advisory Clients, for example, shares in closely held or family held companies. (Note: Not subject to the 30 day short term trading limitation.)

3. Purchases of Securities under automatic or dividend reinvestment plans. (Note: Not subject to the 30 day short term trading limitation.)

4. Purchases of Securities 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 an Access Person has Beneficial Ownership. (Note: Not subject to the 30 day short term trading limitation.)

5. Purchases of Securities by exercise of rights granted to employees under employee stock ownership plan.

6. Acquisitions or dispositions of Securities as a 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 an Access Person has Beneficial Ownership. (Note: Not subject to the 30 day short term trading limitation.)

7. Acquisitions of Securities by the exercise of rights which are granted to borrowers/policyholders of financial institutions which apply for a public listing of their shares and offer "Free" shares to existing borrowers/policyholders.

8. Transactions in ETFs and Exchange Traded Notes. (Note: The 30 day short-term trading limitation does NOT apply to ETFs.)

9. Transactions in closed-end funds.

10. Foreign Currency transactions. (Note: The 30 day short-term limitation does not apply. There is no requirement to report or pre-clear any normal foreign exchange transactions (e.g. converting Euros for US Dollars) or report holdings in foreign currency.)

11. Futures, options trading and spread betting on broad based indices, such as the S&P 500. (Note: The 30 day short-term limitation does not apply. All other spread betting must be pre-cleared.)

12. Acquisition of securities due to involvement in an approved Outside Business Activity (as defined in this Code).

13. The gifting of Securities or receiving securities from an inheritance (as mentioned in Section V on page 25 of this Code).

Appendix B: Acknowledgement & Waiver Letter

BY FIRST CLASS MAIL

[Date]

[Address]

ACKNOWLEDGEMENT AND WAIVER

Dear [Board Member]:

This letter will confirm the understanding between [__________] (the "COMPANY") and you regarding certain matters relating to your service on the Board of Directors of the Company (the "BOARD").

The Company has been informed by you that you are employed by a member company of PineBridge Investments, which provides investment advisory, financial and other related services to a range of clients. In that regard, you may owe certain fiduciary and other duties to such clients and to PineBridge Investments (collectively, the "PINEBRIDGE PARTIES"). From time to time, these duties may conflict with your duties to the Company, its shareholders or the Board (the "COMPANY PARTIES") that may arise as a member of the Board.

To the extent permitted under applicable law, the Company hereby waives any conflicts arising from your duties to the PineBridge Parties. Without in any way limiting the foregoing, the Company acknowledges and agrees that (I) you will resolve any such conflict in all respects in favor of the relevant PineBridge Parties; (II) such conflicts from time to time may cause you to recuse yourself from deliberations of the Board or any of its committees, or to withdraw from the Board; and (III) you will be under no obligation or duty to the Company Parties (or any of them) with respect to business opportunities that you become aware of other than in connection with your service on the Board, including, without limitation, any such opportunities that you become aware of in connection with your employment by PineBridge Investments.

The Company acknowledges that you are serving on the Board strictly in your individual capacity and not as an agent or designee of any PineBridge Party.

To the extent practicable, the Company and the Board will undertake to inform you of any conflicts that exist or that may arise from time to time between the Company Parties, on one hand, and the PineBridge Parties, on the other hand.

Nothing in this letter is intended, nor shall it be deemed, in any way to limit any indemnity, release, exculpation or similar rights and protections to which you are entitled under applicable law, the Company's organizational documents or any other agreement or instrument.

Very truly yours,

[Name of the Company]

By: [Authorized Officer of the Company -- Name / Title]

By: [Chairman of the Board of Directors -- Name / Title]

POLICY | CODE OF ETHICS |

INVESTEC ASSET MANAGEMENT
GLOBAL CODE OF ETHICS

[GRAPHIC OMITTED]

POLICY | CODE OF ETHICS |

CONTENTS

1. GENERAL INTRODUCTION BY THE CHIEF EXECUTIVE OFFICER 2

2. MANAGEMENT OF CONFLICTS OF INTEREST 4

3. TREATING CUSTOMERS FAIRLY 8

4. CONFIDENTIALITY OF CLIENT AND BUSINESS INFORMATION 11

5. HANDLING OF INSIDE INFORMATION 14

6. PERSONAL ACCOUNT DEALING 18

7. DISCLOSURE OF OUTSIDE INTEREST 21

8. THIRD PARTY BENEFITS - PROVISION OR RECEIPT OF BENEFITS (GIFTS, ENTERTAINMENT, HOSPITALITY, EVENTS AND OTHER BENEFITS) 24

APPENDICES

A Regulatory regime -- Inside Information

B Regulatory regime -- Benefits (gifts, entertainment, hospitality, events and other benefits)

DECLARATIONS

Initial declaration of understanding and acceptance for new employees

All new employees globally are required to provide initial declarations of understanding and acceptance of the Global Code of Ethics. To ensure ongoing compliance with the Global Code of Ethics, all employees globally are required to re-confirm adherence on an at least annual basis.

NOTE

IAM Compliance recognises that the firm operates globally in many jurisdictions, meaning that it is possible that aspects of this Global Code of Ethics may differ from local jurisdictional standards in a particular region. If there appears to be a conflict between this Global Code of Ethics and local laws, or if you have questions regarding the interpretation of applicable laws, please contact IAM Compliance promptly for clarification. As a general principle, when there is a difference between the IAM policies that apply to you, and the laws of the jurisdictions in which you conduct business, the more restrictive requirement will prevail.

POLICY | CODE OF ETHICS | GENERAL INTRODUCTION

1. GENERAL INTRODUCTION BY THE CHIEF EXECUTIVE OFFICER

WHY WE NEED A GLOBAL CODE OF ETHICS

The directors and leadership of our firm are committed to ensuring that Investec Asset Management and subsidiary companies (together "IAM") comply with applicable legislative, regulatory and market requirements, including conducting themselves in accordance with best business practice and ethical standards across the many jurisdictions in which we operate. To put it another way, it is incumbent on us, as the managers of our clients' investments, to display in every activity the highest levels of ethical and professional conduct, to ensure that our clients' interests are always protected, and that acceptable levels of market conduct prevail in all markets in which we conduct business and serve clients.

Consequently, we expect our people (including staff members, full-time, part-time, consultants and non-executives) to observe and maintain the highest standards of honesty, integrity and fair dealing and to act with due skill, care and diligence in all dealings with our clients specifically, and with the market in general. The regulators' focus on ''conduct risk'' which similarly is concerned with managing the risk that our conduct, as we operate our business on a day-to-day basis, could have a negative impact on outcomes for our clients or the market in general.

This Global Code of Ethics ("Code") has been developed to delineate what is acceptable personal and professional behaviour for all employees, as well as to set out certain legal and regulatory requirements with which all employees must comply. If we all conduct ourselves within the letter and spirit of this Code, we will go a long way to ensuring the correct outcomes for our clients and the markets in which we operate.

Constantly displaying the highest standards of honesty, integrity and fair dealing internally and externally is not only expected of IAM employees, but also forms part of your employment contract and any breach will be viewed as serious misconduct, which may lead to disciplinary action. A copy of this Global Code of Ethics will have been provided to you at the start of your employment and you are routinely notified of any changes to the Code. You are required to comply with the Global Code of Ethics and to report any suspected or actual breaches to the relevant Head of Compliance in your region or office.

Our firm will not survive, let alone prosper, without the trust of our clients and the wider market. It is therefore vital that all of us act with integrity and care all the time. It is an honour and privilege to be entrusted with other people's money, but with that comes the expectation of the highest possible ethical conduct. This Global Code of Ethics symbolises IAM's collective commitment to ethical conduct, but is by no means an exhaustive set of rules. IAM remains driven by principles, rather than solely by rules.

IMPORTANT QUESTIONS YOU NEED TO BE ABLE TO ANSWER

I put the following questions to you and challenge you to ensure that you are fully conversant with the correct responses. If you do not know the answers, you need to study this Global Code of Ethics carefully.

1) General Ethical Principles:
o Are you aware of the global and local policies and procedures that apply to you as an employee of IAM in general and in your business function / role specifically?
o Are you familiar with your duty to bring all breaches / violations of the Global Code of Ethics and the applicable laws, rules and regulations, as applicable, to the attention of Compliance immediately?
o Are you familiar with IAM's whistle-blowing processes?
o Are you aware that failure to observe the standards set out in this Global Code of Ethics will lead to disciplinary action which may include dismissal?

2) Management of Conflicts of Interest:
o Have you familiarised yourself with what may constitute a conflict of interest?
o Are you aware that IAM's rules and guidance in relation to conflicts of interest are not only there to put our clients' interests first, protect our reputation and avoid damage to the firm, but also to protect your reputation and career?

POLICY | CODE OF ETHICS | GENERAL INTRODUCTION

o The provision or receipt of gifts, entertainment, hospitality and other benefits may result in a conflict of interest or regulatory sanction. Have you therefore familiarised yourself with the pre-approval process required to manage this risk?
o Do you know that any potential or actual conflict of interest must be escalated to line management and IAM Compliance immediately?

3) Conduct Risk / Treating Customers Fairly ("TCF"):
o Are you constantly aware of your obligation to conduct yourself properly in accordance with the various laws, rules and regulations of the jurisdictions in which you operate?
o Are you constantly aware of your obligation to put your clients' interests ahead of those of yourself and the firm to ensure that clients are always treated fairly?

4) Confidentiality of Client and Business Information:
o Do you keep client and business information confidential at all times?

5) Handling of Inside Information:
o Are you aware that the use or dissemination of inside information for gain is a criminal offence?
o Are you familiar with our policy regarding inside information, including the procedures to be followed at all times?

6) Personal Account Dealing:
o Are you aware that our policy with regard to personal account dealing protects you, our clients, and the firm from conflicts of interest?
o Are you familiar with the concepts of personal account dealing, what instruments are in scope and the meaning of affiliated persons, who are also bound by our personal account dealing policy and rules?

7) Disclosure of Outside Interests:
o Are you familiar with what constitutes outside interests, and have you made and updated your disclosure(s) as required by the policy?

SCOPE

Ideally, the Global Code of Ethics would include reference to all potential ethical and conflicts scenarios, but they are typically so diverse in nature that procedures cannot necessarily address them all. It is the responsibility of each and every one of us to ensure that IAM acts with integrity at all times. If you are ever in doubt about a situation or your position, please consult with IAM Compliance promptly as to the most appropriate action to take to avoid breaching the letter or the spirit of this Global Code of Ethics or the law. Our clients expect impeccable behaviour from all our people.

IMPORTANCE

Thank you for your assistance in ensuring we maintain high ethical standards and conduct ourselves at all times in the interests of our clients and the market in general.

POLICY | CODE OF ETHICS | MANAGEMENT OF CONFLICTS OF INTEREST

        MANAGEMENT OF CONFLICTS OF INTEREST

        CONTENTS

        1. PURPOSE                                                             5

        2. SCOPE                                                               5

        3. POLICY                                                              5

        4. CONTROL PROCESSES                                                   6

        5. REGULATORY CONSIDERATIONS                                           7

        6. CONDUCT RISK/TREATING CUSTOMERS FAIRLY                              7

POLICY | CODE OF ETHICS | MANAGEMENT OF CONFLICTS OF INTEREST

1. PURPOSE

o To ensure that Investec Asset Management Ltd and Investec Asset Management Holdings (Pty) Ltd and their subsidiary companies (together "IAM") properly manage potential conflicts of interest with their clients.
o To ensure that conflicts of interest are prevented or otherwise managed such that they do not influence IAM, its employees or third parties to act in a manner which is not in the best interest of IAM's clients.
o To ensure that IAM does not cause its clients to be in the position of having conflicting interests with each other that are unmanaged or undisclosed.
o To ensure that the reputation of neither IAM nor the financial markets generally are damaged by their poor management of potential or actual conflicts of interest.
o To ensure that any potential or actual conflict of interest is escalated to line management and reported to IAM Compliance and, where appropriate, to the Global Conflicts Committee.
o To ensure that the investigation of any potential or actual conflict of interest is conducted in a timely and professional manner and all applicable client, regulatory and legal requirements are satisfied.
o To ensure that any potential or actual conflict of interest is recorded and reported within the business and to clients, regulators and the relevant authorities as appropriate.

2. SCOPE

Global policy. Communication to be made via a variety of means, including IAM Compliance induction processes, training and annual declarations, with updates distributed by email as appropriate.

3. POLICY

IAM has a fiduciary duty to clients and will always seek first to avoid, and second to manage any possible conflicts that may occur through its normal business activities so that there is no risk of damage to clients' interests or possible reputational risk to IAM. One of the biggest assets IAM has is its reputation amongst its clients, the financial markets and its peers.

All employees are responsible for identifying and escalating to line management and IAM Compliance potential or actual conflicts. This requirement applies to any conflict of interest which may arise or potentially arise between IAM and a client and which may possibly result in damage or potential damage to the client(s) or to the reputation of IAM. This requirement applies also to potential or actual conflicts of interest between clients and between an employee and a client.

Any new actual conflict may be escalated to the Global Conflicts Committee for discussion as to the related risk, possible remediation measures and any other actions required to mitigate or manage away the conflict.

Also refer to the full IAM Conflicts of Interest Policy for more details.

DISCLOSURE AND REGULATION

Generally(1), the regulators require that if a firm is not able to prevent or reasonably manage away a conflict of interest which could lead to a risk of damage to a client's interests, then the firm must clearly advise the general nature and / or source of conflict of interest to the specific client before undertaking business for that client. Such notice should be a last resort; the main aim being to prevent the conflict so that such a notice should not be necessary. If notice is necessary it should be made in a durable medium (by paper, email or other hard copy) and contain sufficient detail to enable the specific client to take an informed decision as to whether to continue to carry out business with the firm.

POLICY | CODE OF ETHICS | MANAGEMENT OF CONFLICTS OF INTEREST

The rules of the UK Financial Conduct Authority ("FCA"), the SA Financial Services Board ("FSB") and the US Securities and Exchange Commission ("SEC"), amongst others, contain requirements regarding the management of conflicts of interest. Similar rules apply in the other jurisdictions in which IAM has offices, fund ranges or in which it operates. IAM therefore aims to apply best practice from across those jurisdictions.

The word ''client'' is used here to include institutional and private clients, funds, and underlying fund investors as possible conflicts could arise in any of these relationships.

IAM is a member of the Investec financial services group ("Investec Group'). IAM has sister companies such as Investec Bank and other entities within the Investec Group that carry out activities, such as treasury, stock-broking or corporate finance activities which could be seen to conflict with IAM. However, the ownership structure, with IAM's independent reporting line within Investec Group and an operational structure including business entity ring-fencing mechanisms, ensures that no undue influence may be brought to bear by Investec Bank or any other group companies on IAM.

IDENTIFICATION AND MANAGEMENT OF POTENTIAL CONFLICTS OF INTEREST

IAM has identified a number of potential conflicts of interest in the asset management industry, including the following examples, and endeavours to avoid or manage any potential conflict with any client:

o POTENTIAL CONFLICT: IAM OR AN EMPLOYEE MAY BE IN A SITUATION WHERE A TRADE ERROR HAS OCCURRED AND THEY NEED TO DECIDE HOW THE POSITION SHOULD BE CORRECTED. The Treating Customers Fairly policy highlights how clients' interests must be prioritised to ensure that they are treated fairly.

o POTENTIAL CONFLICT: IAM OR AN EMPLOYEE COULD MIS-USE INFORMATION ON A CLIENT WHICH IT COMES ACROSS DURING THE RELATIONSHIP WITH THE CLIENT. The Confidentiality policy requires employees to protect and not abuse client confidentiality.

o POTENTIAL CONFLICT: IAM MAY DEAL ''ON-OWN-ACCOUNT'' OR IAM EMPLOYEES COULD USE INFORMATION GAINED THROUGH THEIR EMPLOYMENT TO EXECUTE TRANSACTIONS AHEAD OF THOSE FOR CLIENTS. IAM chooses not to deal ''on-own-account'' but rather dedicates its resources to managing its clients' portfolios. The Handling of Inside Information policy and the Personal Account Dealing policy apply to all employees and prohibit personal account deals where there may be a conflict with any known or proposed client deal.

o POTENTIAL CONFLICT: AN EMPLOYEE COULD HAVE AN INTEREST IN OR A DIRECTORSHIP OR SOME OTHER RELATIONSHIP TO A COMPANY IN WHICH IAM MAY INVEST CLIENTS' PORTFOLIOS OR TO AN OUTSOURCE PARTY OR SERVICE PROVIDER. The Disclosure of Outside Interests policy requires employees to disclose and take into account any outside interests which could cause a conflict.

o POTENTIAL CONFLICT: IAM MAY PROVIDE OR RECEIVE GIFTS OR ENTERTAINMENT TO OR FROM SUPPLIERS, BROKERS, FINANCIAL INTERMEDIARIES, CLIENTS AND OTHERS WITH WHOM IT CARRIES ON BUSINESS. The Third Party Benefits policy (covering all gifts, entertainment, hospitality, events and other benefits) prohibits certain forms of gift or entertainment etc. and requires various pre-approval levels for other forms of gifts, entertainment, hospitality, events and other benefits so that any unusual or frequent levels can be monitored and if necessary prohibited to ensure that IAM's conduct remains unbiased.

4. CONTROL PROCESSES

o Employees are aware, through induction and routine compliance refresher training and reminders, that any suspected conflict of interest must be reported to line management and IAM Compliance.
o The Conflict of Interests policy together with the Global Code of Ethics provides procedures and guidance within the business.
o The Global Conflicts Committee will independently consider possible new conflicts and review individual actual real conflicts as they arise.
o IAM Compliance may identify potential or actual conflicts of interest during monitoring or during the review of breaches, complaints, gifts and entertainment, etc.

POLICY | CODE OF ETHICS | MANAGEMENT OF CONFLICTS OF INTEREST

o Potential or actual conflicts relating to a specific business area or fund range would be reviewed and included in the IAM Compliance reporting for that area / fund range.

5. REGULATORY CONSIDERATIONS

Our clients, regulators, trustees / depositaries of the funds, and auditors require that systems and controls are in place to prevent or, if not possible to prevent, manage, disclose and if necessary ultimately give notice of any conflict of interest.

6. CONDUCT RISK/TREATING CUSTOMERS FAIRLY

To ensure that conflicts of interest do not influence IAM, its employees or third parties to act in a manner which is not in the best interest of IAM's clients.

POLICY | CODE OF ETHICS | TREATING CUSTOMERS FAIRLY

TREATING CUSTOMERS FAIRLY

CONTENTS

1. PURPOSE 9

2. SCOPE 9

3. POLICY 9

4. CONTROL PROCESSES 10

5. REGULATORY CONSIDERATIONS 10

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY 10

POLICY | CODE OF ETHICS | TREATING CUSTOMERS FAIRLY

1. PURPOSE

o To ensure that Investec Asset Management Ltd and Investec Asset Management Holdings (Pty) Ltd and their subsidiary companies (together "IAM") acts in the best interests of their clients and treat them fairly.

o To ensure that the reputation of neither IAM nor the financial markets generally are damaged by poor or unfair treatment of clients.

o To ensure that any potential or actual unfair treatment of clients is escalated to line management and reported to IAM Compliance.

o To ensure that the investigation of any potential or actual unfair treatment of clients is conducted in a timely and professional manner and all applicable client, regulatory and legal requirements are satisfied.

o To ensure that any potential or actual unfair treatment of clients is recorded and reported within the business and to clients, regulators and the relevant authorities as appropriate.

2. SCOPE

Global policy. Communication to be made via a variety of means, including IAM Compliance induction processes, training and annual declarations, with updates distributed by email as appropriate.

3. POLICY

Treating Customers Fairly ("TCF") is a regulatory approach that seeks to ensure that clearly articulated client fairness outcomes are demonstrably delivered by regulated financial institutions. TCF has been implemented by the FCA in the UK and the FSB in South Africa with similar principles being advocated by other regulators. TCF is deemed core to IAM's approach to managing its conduct risk and has therefore been adopted in its Global Code of Ethics.

IAM recognises that the needs of all stakeholders in the business -- owners, employees and clients --must be addressed for long-term success to be achieved. TCF is a summary expression for the process of addressing the needs of clients which is consistent both with IAM's approach to business and with the regulatory principles. TCF is a core business competence and must be considered every day throughout the activities that we all undertake.

TCF provides for six client outcomes with which the financial services industry needs to comply. These six client outcomes are reflected below:

--------------------------------------------------------------------------------
KEY DRIVER                 CLIENT OUTCOMES
--------------------------------------------------------------------------------
1. Culture                 Clients can be confident that they are dealing with
                           firms where the fair treatment of clients is central
                           to the corporate culture.
--------------------------------------------------------------------------------
2. Marketing               Products and services marketed and sold in the retail
                           market are designed to meet the needs of identified
                           client groups and are targeted accordingly.
--------------------------------------------------------------------------------
3. Information             Clients are provided with clear information and are
                           kept appropriately informed before, during and after
                           the point of sale.
--------------------------------------------------------------------------------
4. Advice                  Where clients receive advice, the advice is suitable
                           and takes account of their circumstances.
--------------------------------------------------------------------------------
5. Product                 Clients are provided with products that perform as
                           firms have led them to expect, and the associated
                           service is of an acceptable standard and as they have
                           been led to expect.
--------------------------------------------------------------------------------
6. Barriers                Clients do not face unreasonable post-sale barriers
                           imposed by firms to change product, switch provider,
                           submit a claim or make a complaint.
--------------------------------------------------------------------------------

The business of asset management can be seen as the manufacture and sale of "products" which will, in the main, be in the form of investment services. These may take the legal form of pooled investment funds open generally to investors or of tailored client-specific segregated investment mandates. TCF issues could arise at any stage in the "life cycle" of a product -- at creation, in the sales process or during

--------------------------------------------------------------------------------
1. Product Design                          - how IAM develops a new product

2. Marketing Strategy and Literature       - how IAM markets the product

3. Sales and Distribution                  - how IAM distributes the product

4. Post-sale Client Support                - how IAM administers the product

5. Product Performance                     - how IAM resolves errors or breaches

6. Feedback and Complaint Handling         - how IAM responds to complaints
--------------------------------------------------------------------------------

TCF is key to how IAM does business, and all employees should be aware of how TCF impacts on their roles.

4. CONTROL PROCESSES

o Employees are aware, through induction and routine compliance refresher training and reminders, of their responsibilities to ensure that clients are treated fairly.
o The Global Code of Ethics provides procedures and guidance within the business.
o IAM Compliance may identify potential unfair treatment of clients during monitoring or during the review of breaches, complaints, gifts and entertainment, etc.
o Potential or actual unfair treatment of clients' interests relating to a specific business area or fund range would be reviewed and included in the IAM Compliance reporting for that area / fund range.

5. REGULATORY CONSIDERATIONS

Our clients, regulators, trustees / depositaries of the funds, and auditors require that systems and controls are in place to prevent the unfair treatment of clients.

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY

To ensure that by adhering to the principles of TCF, IAM, its employees and third parties act in a manner which is in the best interest of IAM's clients.

POLICY | CODE OF ETHICS | CONFIDENTIALITY OF CLIENT AND BUSINESS INFORMATION

CONFIDENTIALITY OF CLIENT AND BUSINESS INFORMATION

CONTENTS

1. PURPOSE 12

2. SCOPE 12

3. POLICY 12

4. CONTROL PROCESSES 13

5. REGULATORY CONSIDERATIONS 13

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY 13

POLICY | CODE OF ETHICS | CONFIDENTIALITY OF CLIENT AND BUSINESS INFORMATION

1. PURPOSE

o To ensure that Investec Asset Management Ltd and Investec Asset Management Holdings (Pty) Ltd and their subsidiary companies (together "IAM") safeguard client and business information.
o To ensure that the reputation of neither IAM nor the financial markets generally are damaged by loss or mis-use of client or business information.
o To ensure that any potential or actual loss or mis-use of client or business information is escalated to line management and reported to IAM Compliance.
o To ensure that the investigation of any potential or actual loss or mis-use of client or business information is conducted in a timely and professional manner and all applicable client, regulatory and legal requirements are satisfied.
o To ensure that any potential or actual loss or mis-use of client or business information is recorded and reported within the business and to clients, regulators and the relevant authorities as appropriate.

2. SCOPE

Global policy. Communication to be made via a variety of means, including IAM Compliance induction processes, training and annual declarations, with updates distributed by email as appropriate.

This policy should be read in conjunction with the Information Classification Policy and the Secure and Acceptable Usage Policy as these provide further detail on IAM's expectations of its staff.

3. POLICY

Employees of IAM have a duty to treat as confidential all client, business and firm information of which they become aware as a result of their position at IAM(2). A clear-desk policy is advocated at all times.

All employees who come into possession of non-public information concerning IAM, the Investec Group, its clients and client dealings, must safeguard the information and ensure that they do not communicate it, intentionally or inadvertently, to any person external to IAM (including family members and friends). Such non-public information should only be used for the purpose of which the employee received it and should only be divulged to other employees who have a need to know that information in order to carry out their job responsibilities. Employees must ensure that neither they nor any of their affiliated persons intentionally or inadvertently use such non-public information, such as client personal data or investment research, for their own purposes or benefit: any such usage will be deemed to be against the Global Code of Ethics and subject to disciplinary action.

IAM complies with the Data Protection Act in the UK, the Protection of Personal Information Act in SA and similar legislation in other jurisdictions in which it operates. All client information must be kept secure, whether in electronic or paper form and access must be limited to those who need to know in order to enable them to provide a service to the relevant client. No client information should be removed from the office for purposes not related to servicing the client. Use of client information for marketing purposes is prohibited without the client's prior consent and should be discussed with IAM Compliance.

All employees must handle client and non-public corporate information with discretion and not discuss it in public places where it can be overheard such as lifts, restaurants, taxis, aeroplanes, hallways, and social gatherings. In addition, care should be taken when using mobile phones in public spaces. Emailing of client or other business information to a personal email address is prohibited as the security levels are likely to be lower and so the risk of the records being hacked higher.

Employees should only use information to which IAM is entitled and not knowingly use confidential information belonging to any third parties, including (but not limited to) information from previous employers.

All information (whether hard copy or electronic) and all programmes or systems developed by IAM remain the property of IAM. Information, programmes and systems of IAM may not be copied for use

POLICY | CODE OF ETHICS | CONFIDENTIALITY OF CLIENT AND BUSINESS INFORMATION

other than for IAM or removed from IAM. Any departing employee must ensure that any information belonging to IAM is returned to IAM before they leave IAM's employment.

4. CONTROL PROCESSES

o Employees are aware, through induction and routine compliance and data security refresher training and reminders, of their responsibilities to ensure that clients' information, and other information they may be aware of as a result of their position at IAM, is kept confidential.
o The Global Code of Ethics provides procedures and guidance within the business.
o IAM Compliance may identify potential loss or mis-use of client or business information during monitoring or during the review of breaches, complaints, gifts and entertainment, etc.
o Potential or actual loss or mis-use of client or business information relating to a specific business area or fund range would be reviewed and included in the IAM Compliance reporting for that area / fund range.

5. REGULATORY CONSIDERATIONS

Our clients, regulators, trustees / depositaries of the funds, and auditors require that systems and controls are in place to ensure the confidentiality of client and business information.

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY

To ensure that information regarding clients and IAM is kept confidential at all times and not open to loss or mis-use.

POLICY | CODE OF ETHICS | HANDLING OF INSIDE INFORMATION

HANDLING OF INSIDE INFORMATION

CONTENTS

1. PURPOSE 15

2. SCOPE 15

3. POLICY 15

4. CONTROL PROCESSES 16

5. REGULATORY CONSIDERATIONS 17

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY 17

POLICY | CODE OF ETHICS | HANDLING OF INSIDE INFORMATION

1. PURPOSE

o To ensure that Investec Asset Management Ltd and Investec Asset Management Holdings (Pty) Ltd and their subsidiary companies (together "IAM") achieve the highest standards of market conduct and abide by the rules and regulations relating to market abuse in all markets in which it operates.
o To ensure that the reputation of neither IAM nor the financial markets generally are damaged by incidents or allegations of market abuse or mis-use of material non-public price sensitive information ("inside information").
o To ensure that any approach by a broker to IAM or its employees with potential or actual inside information is initially routed away from the portfolio managers to IAM Compliance.
o To ensure that any potential or actual case of use of inside information is escalated to line management and reported to IAM Compliance.
o To ensure that the investigation of any potential or actual case of use of inside information is conducted in a timely and professional manner and all applicable client, regulatory and legal requirements are satisfied.
o To ensure that any potential or actual case of use of inside information is recorded and reported within the business and to clients, regulators and the relevant authorities as appropriate.

2. SCOPE

Global policy. Communication to be made via a variety of means, including IAM Compliance induction processes, training and annual declarations, with updates distributed by email as appropriate.

3. POLICY

PRICE SENSITIVE INFORMATION

IAM is a global multi-specialist investment manager, managing third party portfolios across geographies, markets, asset classes and investment strategies. IAM's investment team and other staff members are from time to time recipients of material non-public price sensitive information ("inside information").

MANAGEMENT OF INSIDE INFORMATION

The efficient management and control of inside information is key to ensuring that IAM achieves the highest standard of market conduct and abides by the rules and regulations relating to market abuse in all markets in which it operates. ''Insider dealing / insider trading'' is defined in the laws and regulations of the regulatory regimes IAM is subject to and includes trading and tipping off others to trade on the basis of inside information. Due to the global nature of IAM's business employees may be subject to one or more regulatory regimes and IAM's policies and procedures are designed to account for issues which may arise under any regime. The sections below summarise IAM's policy for managing inside information.

CONFIDENTIALITY:

Information acquired in relation to companies being invested in on behalf of clients must be kept confidential unless it is already publicly known. All information in relation to a proposed or actual investment transaction must be treated as confidential. Employees of IAM must only use investment information for the purposes of IAM business and must safeguard such information by ensuring that they do not discuss it or disclose it to anyone other than those who have a need or a right to know the information.

In particular, discussing or imparting inside information to individuals who are not employees of IAM (including close family and friends) is strictly prohibited, and constitutes both a crime and a serious breach of the Global Code of Ethics.

POLICY | CODE OF ETHICS | HANDLING OF INSIDE INFORMATION

Confidentiality restrictions cease only when inside information ceases to be inside information, normally when it becomes publicly available.

INSIDE INFORMATION LEADING TO EMBARGO ACROSS THE HOUSE:

Where employees of IAM are in possession of inside information, the security or securities concerned will be embargoed until the information ceases to be inside information, meaning that IAM may not deal in the security or securities, except in very limited circumstances. Personal account dealing in the security or securities concerned is not permitted.

CHINESE WALLS:

Circumstances may dictate that (on a temporary or permanent basis) a ''Chinese Wall'' should be created within IAM to form an information barrier. It is at the discretion of IAM Compliance in agreement with the CIOs to determine that this is necessary in the specific circumstances, and to decide how the Chinese wall is to be implemented.

CONTROLS OVER INSIDE INFORMATION:

In order to manage inside information effectively and in order for an information barrier to be effective various control measures should be adopted as appropriate in relation to:

o the recording of the inside information and who is being treated as an insider.
o the allocation of a code name, as appropriate, and the manner in which it may be used.
o where and how inside information may be discussed or disclosed, including in meetings and by phone (landline or mobile/cell) and general prohibitions on talking to the media.
o how and by whom inside information may be handled and stored, including IT access.
o how inside information should be handled and secured if it has to be accessed outside of the office.

Full details of the restrictions and controls are available and will be advised to an employee at the time he / she becomes an insider.

WHAT AN EMPLOYEE SHOULD DO IF THEY ARE, OR BELIEVE THAT THEY ARE, IN RECEIPT OF INSIDE INFORMATION:

If an employee receives or suspects they may have inadvertently received inside information, they must not discuss it with anyone else but rather contact IAM Compliance immediately.

If an employee is unsure whether information they receive is deemed to be ''inside information'', advice must be obtained immediately from IAM Compliance.

INTERNAL PROCEEDINGS

Employees suspected of market abuse are additionally subject to IAM's internal disciplinary investigations and processes. Even if an individual's conduct does not warrant further penalties from the authorities, it may be sufficient to constitute a disciplinary offence resulting in dismissal. Any form of suspicious transaction or conduct must be immediately reported to IAM Compliance.

4. CONTROL PROCESSES

o Portfolio managers, traders / dealers and all other employees are aware of their responsibilities, through induction and routine compliance refresher training and reminders, to ensure that any call or contact from a broker or issuer regarding potential or actual inside information will be passed immediately to IAM Compliance.
o The Global Code of Ethics provides procedures and guidance within the business.
o IAM Compliance may identify potential or actual use of inside information during monitoring.
o Potential or actual use of inside information relating to a specific business area or fund range would be reviewed and included in the IAM Compliance reporting for that area / fund range.

POLICY | CODE OF ETHICS | HANDLING OF INSIDE INFORMATION

5. REGULATORY CONSIDERATIONS

Our clients, regulators, trustees / depositaries of the funds, and auditors require that systems and controls are in place to ensure that IAM and its employees are not open to the mis-use of inside information.

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY

To ensure that access to potential or actual inside information does not influence IAM, its employees or third parties to act in an illegal manner or a manner which is not in the best interests of IAM's clients.

POLICY | CODE OF ETHICS | PERSONAL ACCOUNT DEALING

PERSONAL ACCOUNT DEALING

CONTENTS

1. PURPOSE 19

2. SCOPE 19

3. POLICY 19

4. CONTROL PROCESSES 20

5. REGULATORY CONSIDERATIONS 20

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY 20

POLICY | CODE OF ETHICS | PERSONAL ACCOUNT DEALING

1. PURPOSE

o To ensure that Investec Asset Management Ltd and Investec Asset Management Holdings (Pty) Ltd and their subsidiary companies (together "IAM") achieve the highest standards of market conduct, protect their clients from potential prioritisation by employees of their own interests over those of their clients, and also protect their employees from possible misuse of information they gain from their employment.
o To ensure that the reputation of neither IAM nor the financial markets generally are damaged by potential incidents or allegations of market abuse, due to employees misusing information or prioritising their own interests over those of clients.
o To ensure that any potential or actual case of potentially unfair prioritisation or advantage gained over a client is escalated to line management and reported to IAM Compliance.
o To ensure that the investigation of any potential or actual case of potentially unfair prioritisation or advantage gained over a client is conducted in a timely and professional manner and all applicable client, regulatory and legal requirements are satisfied.
o To ensure that any potential or actual case of potentially unfair prioritisation or advantage gained over a client is recorded and reported within the business and to clients, regulators and the relevant authorities as appropriate.

2. SCOPE

Global policy. Communication to be made via a variety of means, including IAM Compliance induction processes, training and annual declarations, with updates distributed by email as appropriate.

3. POLICY

The Global Code of Ethics must be read with the Personal Account Dealing Policy ("PAD Policy") as the sections below only highlight the main points of the PAD Policy.

HIGHLIGHTS:

o The PAD rules form an on-going part of an individual's contract of employment and failure to comply may constitute serious misconduct, which will lead to disciplinary action and could result in dismissal.
o PAD rules apply to all staff and related/ affiliated persons and executive directors (refer to PAD Policy for definitions).
o All new employees are required to provide a statement of all securities held beneficially by themselves and their affiliated persons to IAM Compliance within 10 days of joining IAM. For Southern African employees, all South African securities held need to be transferred to Investec Securities Limited ("ISL"), and IAM Compliance advised.
o All PAD needs to be approved in accordance with the PAD Policy.
o A PAD request form needs to be completed via the IAM Compliance site and requisite approvals must be obtained prior to any deals taking place globally. These deals need to be subsequently evidenced by contract notes.
o Security transactions (refer to types of "affected securities" and type of transactions, as well as exceptions, in PAD Policy) require pre-approval from the Dealing Desk and from IAM Compliance. Additional permission may be required in some specific cases, e.g. , for a proposed deal in smaller company stock which may be held in client portfolios. No trading for 15 days on either side of a client deal is permitted unless a waiver is in force for deals in liquid securities on specific named major world stock exchanges.
o Investment in in-house packaged products, such as funds and unit trusts, also needs to be approved in accordance with the PAD Policy. There are exceptions for in-house packaged product deals equal to or below
[pound]20,000 / R300,000 / USD30,000 / HKD225,000 or other currency equivalent, and for investments in money market funds.
o Use of inside information or knowledge of likely future client dealing (''front-running'') are prohibited.

POLICY | CODE OF ETHICS | PERSONAL ACCOUNT DEALING

o No speculative trades are allowed: stock and or cash must always be available in the employee's account before a deal can be placed. There is also a prohibition on short-selling, and dealing which could lead to financial difficulties.
o The mandatory minimum holding period for affected securities is six months (including any form of derivative instrument), before any subsequent sale of the affected security is allowed.
o Employees need to be aware of adherence to Investec Group restrictions, of which they will be notified from time to time as there is a prohibition on dealing in funds or securities potentially using inside information or which are on the group restricted list or subject to an Investec closed period. Also refer to the section on ''Investment Principles'' in the PAD Policy.
o Employees subject to the US Investment Advisers Act (including those who sub-advise US registered investment companies) must submit quarterly transactions reports to IAM Compliance within 30 days of the end of each calendar quarter.
o On an annual basis, all employees must submit an annual holdings report/declaration to IAM Compliance.
o If an employee becomes aware of a breach or violation of the PAD Policy they should advise IAM Compliance immediately.
o Employees may be required to close out or reverse deals that were effected in non-compliance with the PAD Policy.

ALL EMPLOYEES MUST FAMILIARISE THEMSELVES WITH THE PAD POLICY, AND ANY SPECIFIC LOCAL REQUIREMENTS, BEFORE DEALING.

4. CONTROL PROCESSES

o Employees are aware, through induction and routine compliance refresher training and reminders, of their responsibilities to ensure that they comply with the PAD rules.
o The Global Code of Ethics and IAM PAD Policy provide procedures and guidance within the business.
o IAM Compliance monitors the various holding and transaction reports as well as the contract note / brokerage confirmations.
o Breaches of the Global Code of Ethics and PAD Policy are reviewed and included in IAM Compliance reporting.
o Disciplinary action will be taken against individuals breaching the PAD Policy.

5. REGULATORY CONSIDERATIONS

Our clients, regulators, trustees / depositaries of the funds, and auditors require that systems and controls are in place to ensure that IAM's employees are not open to accusations of unfair prioritisation or gaining an advantage over a client through their personal account dealing(3).

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY

To ensure that IAM's employees are not open to accusations of unfair prioritisation or of gaining an advantage over a client through their personal account dealing.

POLICY | CODE OF ETHICS | DISCLOSURE OF OUTSIDE INTERESTS

DISCLOSURE OF OUTSIDE INTERESTS

CONTENTS

1. PURPOSE 22

2. SCOPE 22

3. POLICY 22

4. CONTROL PROCESSES 23

5. REGULATORY CONSIDERATIONS 23

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY 23

POLICY | CODE OF ETHICS | DISCLOSURE OF OUTSIDE INTERESTS

1. PURPOSE

o To ensure that Investec Asset Management Ltd and Investec Asset Management Holdings (Pty) Ltd and their subsidiary companies (together "IAM") achieve the highest standards of market conduct, ensuring that their employees are not engaged in any private or personal interest that may conflict, or potentially conflict, with the interests of IAM, clients or the wider Investec group.
o To ensure that the reputation of neither IAM nor the financial markets generally are damaged by possible incidents or allegations of misconduct, due to employees being engaged in an interest which may conflict, or potentially conflict, with the interests of clients.
o To ensure that any outside interest is reported to IAM Compliance and escalated to line management where appropriate.
o To ensure that the investigation of any potential or actual case of conflict arising from an outside interest is conducted in a timely and professional manner and all applicable client, regulatory and legal requirements are satisfied.
o To ensure that any potential or actual case of possible conflict arising from an outside interest is recorded and reported within the business and to clients, regulators and the relevant authorities as appropriate.

2. SCOPE

Global policy. Communication to be made via a variety of means, including IAM Compliance induction processes, training and annual declarations, with updates distributed by email as appropriate.

3. POLICY

The directors and leadership of IAM believe that employees must be professional in their conduct and devote their business energies to the interests of their clients. Employees may not engage in any practice or pursue private or personal interests that may conflict, or potentially conflict, with the interests of IAM, clients or the Investec Group. The IAM Board views outside business interests as a key risk issue as this may result in reputational risk to the firm or inside information, which needs ring fencing and declaration. The non-disclosure of outside business interests will be deemed to be in breach of IAM's Global Code of Ethics. IAM Compliance will conduct reviews to ensure all outside business interests are adequately disclosed.

The existence of a conflict of interest could have a negative impact on the reputation or financial wellbeing of IAM and/or the employee and is to be avoided or managed in accordance with the Conflicts of Interest Policy.

WHAT CONSTITUTES AN OUTSIDE INTEREST?

All employees are required to declare any business activity, investment or position of office (together referred to as "outside interests") that is performed by themselves, or by an affiliated person (outside of their normal employment, unless that is in the financial services sector)

Herewith some examples of what may constitute an outside interest:

o Financial or proprietary interest (including beneficial holdings) in a company, trust or similar vehicle or any asset class (e. g. mineral or mining rights, commercial property)
o Appointment as a director (executive or non-executive) or trustee or similar role to any of the entities referred to above or as a director (executive or non-executive) of any listed company.
o Involvements in investment clubs, or other investment-related projects or firms.
o Involvement with, or appointment to, any types of office in clubs, societies, private companies, non-profit organisations, etc. where this involvement or role might materially impinge on an employee's time in the office and/or cause a possible conflict of interest.

The above is not exhaustive, but provides a prime list of possible outside interests for guidance purposes only. Any uncertainty needs to be clarified with IAM Compliance.

POLICY | CODE OF ETHICS | DISCLOSURE OF OUTSIDE INTERESTS

Outside business interests may also expose employees to inside / material non-public price sensitive information. Employees should be cautious, familiarise themselves with the Handling of Inside Information section of this Global Code of Ethics, and report any inside / (material) non-public information immediately to IAM Compliance.

PRE-APPROVAL OF OUTSIDE INTERESTS

All employees are required to obtain pre-approval for any business activity, business investment, or position of office (together referred to as "outside interests") that is performed or held outside of their normal IAM roles. In addition they must notify IAM of any similar material business interests or positions held by their affiliated persons which may impact on the employee's own independence if they need to make a decision between a company to which they and their affiliated persons have links and one to which they have no links.

INVESTEC ASSET MANAGEMENT / INVESTEC GROUP RELATED DIRECTORSHIPS

These must be disclosed to IAM Compliance who will make the required submission to Company Secretarial. Employees may not earn any directors fees from Investec Group related directorships.

PRE-APPROVAL AND AMENDMENT PROCESS

Pre-approval requests and any amendments to previous declarations must be submitted on the Outside Interest Register via the IAM Compliance site. Pre-approvals and amendments will be vetted and approved directly on the Outside Interest Register. IAM Compliance will review all disclosures and amendments, and may investigate any outside interest which could be deemed to be a conflict of interest.

ANNUAL DECLARATION PROCESS

All employees are required to provide an annual declaration of their outside business interests via the IAM Compliance site.

4. CONTROL PROCESSES

o Employees are aware, through induction and routine compliance refresher training and reminders, of their responsibilities to ensure that they comply with the rules on Disclosure of Outside Interests.
o The Global Code of Ethics provides procedures and guidance within the business.
o IAM Compliance may identify outside interests during monitoring.
o Breaches of the Global Code of Ethics would be reviewed and included in IAM Compliance reporting.

5. REGULATORY CONSIDERATIONS

Our clients, regulators, trustees / depositaries of the funds, and auditors require that systems and controls are in place to ensure that IAM's employees are focused on their clients and that any outside interests do not distract from that duty of care.

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY

To ensure that IAM's employees are focused on the interests of their clients and do not further their own personal interests, potentially at the clients' expense.

POLICY | CODE OF ETHICS |

THIRD PARTY BENEFITS - PROVISION OR RECEIPT OF BENEFITS (GIFTS,
ENTERTAINMENT, HOSPITALITY, ETC.)

CONTENTS

1. PURPOSE 25

2. SCOPE 25

3. POLICY 25

4. CONTROL PROCESSES 26

5. REGULATORY CONSIDERATIONS 26

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY 26

POLICY | CODE OF ETHICS |

1. PURPOSE

o To ensure that employees of Investec Asset Management Ltd and Investec Asset Management Holdings (Pty) Ltd and their subsidiary companies (together "IAM") do not influence and are not influenced by third parties to act improperly through the provision or receipt of monetary or non- monetary benefits.
o To ensure that the reputation or interests of IAM, its customers and the financial markets generally are not damaged by the perception of improper influence.
o To prohibit the offering, provision or acceptance of all monetary and non-monetary benefits to or from third parties except those that have been pre-approved through a formal process.
o To ensure that all applicable regulatory and legal requirements relating to the provision of monetary and non-monetary benefits are met.
o To ensure sufficient records are maintained and management information provided to give necessary assurance to senior management.

2. SCOPE

This is a global policy, although regulations and laws may differ in different jurisdictions. There should be no conflict between this policy and local laws but if in doubt and proposed monetary or non-monetary benefit must not be provided or received without first consulting with IAM Compliance.

3. POLICY

IAM is committed to conducting its business with utmost integrity and probity. High standards of ethical behaviour are a core value and must be displayed at all times both internally and externally. IAM demands a consistent and uncompromising display of the moral strength of the firm and its employees and our behaviours must promote trust. Our global Anti-Bribery and Corruption policy covers activity that could be seen to be bribery or corruption. This policy relates to lower level activity that, while neither bribery nor corruption, might nevertheless influence a third party or an employee to act in an improper way.

The provision or receipt of benefits, even of relatively modest value, has been identified by financial regulators as activity that can create conflicts of interest that lead to poor outcomes for investors and/or market participants.

Business meetings, conferences, seminars and similar events are vital in ensuring knowledge of our products is transferred to intermediaries (and therefore that investors benefit from a higher quality of service from those intermediaries). Financial regulators are concerned however that excessive hospitality and other benefits associated with business events could lead to provider bias or other poor outcomes.

IAM is committed to ensuring that our products are recommended to investors on the basis of their merits and in recognition of the needs of the investor. IAM does not seek to obtain or retain clients by inappropriately encouraging or rewarding product sales through the provision of improper benefits. IAM seeks to prevent any employee from engaging in conduct that may be construed as encouraging or rewarding inappropriate investments in our products.

Employees are PROHIBITED from offering, providing or accepting any monetary or non-monetary benefit from 'third parties' except those below agreed de minimis levels or for which prior approval has been granted through the approval process. A 'third party' is any individual or organisation with whom IAM has an actual or potential business relationship. For clarity this does not include purely personal relationships unrelated to an employee's position in IAM although we do expect all employees to use their judgement to identify where there could be a potential conflict of interest even in their personal relationships.

De minimis levels, below which a benefit is excluded from this policy, are agreed between Compliance and senior management and circulated to employees periodically. Different provisions may apply according to an employee's business unit and jurisdiction. Employees must familiarise themselves with the current agreed de minimis provisions in the jurisdiction from which they normally operate and (where

POLICY | CODE OF ETHICS |

different) the jurisdiction in which the benefit is provided or received. Where two sets of provisions apply, benefits must meet both in order to be permitted. It is the employee's responsibility to ensure any benefit falls within the de minimis provisions; if in doubt, employees should seek approval through the normal process rather than use the de minimis provisions.

There may be occasions when an unsolicited benefit is offered to or received by an employee from a third party with insufficient prior notice to enable the approval process to be followed. IAM prefers that such offers are refused but recognises it may on rare occasions be impolite or impractical to do so. Where this does occur, employees must complete the approval process as soon as possible following the provision or receipt of such benefit. The employee may be required to donate the item (or its value equivalent in cash) to charity or take other action as directed by IAM Compliance to eliminate the risk of a conflict of interest.

Similarly there may be rare occasions when it is not possible to seek prior approval for the provision of a benefit to a third party. Under these circumstances approval must be sought at the first opportunity after the event. Allowance for approval after the event is expected to be exceptional and only for modest food/drink where it was genuinely not possible to seek approval in advance. Employees will be required to demonstrate that they could not reasonably have sought prior approval. Where the benefit is something that itself was booked in advance (for example a restaurant meal) it will normally be the case that it was also possible to seek approval in advance.

IAM Compliance will review cases where approval has been sought after the event, or the de minimis provisions have been used. Repetitive questionable approvals sought after the event will result in further investigation and may be determined to be a breach of the policy.

4. CONTROL PROCESSES

o Employees are aware that they are prohibited from offering, providing or receiving monetary or non-monetary benefits except those below agreed de minimis levels or for which they have prior approval through the approval process. Employees must consent to this policy on recruitment and at least annually thereafter.
o The approval process is maintained by IAM Compliance and takes into account all relevant regulatory and legal requirements.
o Where a benefit is paid for using a corporate credit card, line managers should not sign off the expense without evidence of a completed approval.
o Tight controls are in place around the use of corporate monies and any unusual items in expense claims will be queried by line management or Finance. Finance will report to IAM Compliance any items expensed without prior approval.
o Contracts for suppliers to events or for contributions towards third-party organised events will be reviewed by IAM Compliance before being passed to authorised signatories for signature.

5. REGULATORY CONSIDERATIONS

Global regulators variously require that systems and controls are in place to prevent the improper receipt or provision of monetary or non-monetary benefits.

6. CONDUCT RISK / TREATING CUSTOMERS FAIRLY

This policy seeks to ensure IAM employees and third parties are not improperly influenced to behave in a way that might result in poor outcomes for investors as a result of a conflict of interest relating to the provision or receipt of monetary or non-monetary benefits.

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APPROVAL MECHANISM
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RESPONSIBLE        SCOPE       APPROVER                   DATE OF APPROVAL         EFFECTIVE DATE
OFFICER
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Anne Gallagher     Global      General Counsel            SEPTEMBER 2016           IMMEDIATE
                               -------------------------------------------------
                               Global Risk Committee      OCTOBER 2016
                               -------------------------------------------------
                               IAM Boards                 NOVEMBER 2016
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DATE OF NEXT REVIEW:

September 2017