ADVISORS' INNER CIRCLE FUND (Form: 485BPOS, Received: 12/21/2017 17:07:53)

AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2017

File No. 033-42484
File No. 811-06400

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 289 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 290 /X/

THE ADVISORS' INNER CIRCLE FUND
(Exact Name of Registrant as Specified in Charter)

One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Address of Principal Executive Offices, Zip Code)

1-800-932-7781
(Registrant's Telephone Number)

Michael Beattie
c/o SEI Investments
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

Copy to:

Sean Graber, Esquire                               Dianne M. Descoteaux, Esquire
Morgan, Lewis & Bockius LLP                        c/o SEI Investments
1701 Market Street                                 One Freedom Valley Drive
Philadelphia, Pennsylvania 19103                   Oaks, Pennsylvania 19456

It is proposed that this filing become effective (check appropriate box)

/ / Immediately upon filing pursuant to paragraph (b)
/X/ On December 27, 2017 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / On [date] pursuant to paragraph (a) of Rule 485

THE ADVISORS' INNER CIRCLE FUND

PROSPECTUS

DECEMBER 27, 2017

ALPHAONE NEXTGEN TECHNOLOGY FUND
INSTITUTIONAL CLASS SHARES (AOTIX)
INVESTOR CLASS SHARES (AOTAX)

ALPHAONE VIMCO SMALL CAP VALUE FUND
INSTITUTIONAL CLASS SHARES (VIMIX)
INVESTOR CLASS SHARES (VIMOX)

INSTITUTIONAL CLASS SHARES AND INVESTOR CLASS SHARES

INVESTMENT ADVISER:

ALPHAONE INVESTMENT SERVICES, LLC

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED

THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ABOUT THIS PROSPECTUS

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN
EASILY REVIEW THIS IMPORTANT INFORMATION. FOR DETAILED INFORMATION ABOUT EACH
FUND, PLEASE SEE:

                                                                            PAGE
ALPHAONE NEXTGEN TECHNOLOGY FUND ..........................................    1
     INVESTMENT OBJECTIVE .................................................    1
     FUND FEES AND EXPENSES ...............................................    1
     PRINCIPAL INVESTMENT STRATEGIES ......................................    2
     PRINCIPAL RISKS ......................................................    2
     PERFORMANCE INFORMATION ..............................................    4
     INVESTMENT ADVISER ...................................................    4
     PORTFOLIO MANAGER ....................................................    4
ALPHAONE VIMCO SMALL CAP VALUE FUND .......................................    5
     INVESTMENT OBJECTIVE .................................................    5
     FUND FEES AND EXPENSES ...............................................    5
     PRINCIPAL INVESTMENT STRATEGIES ......................................    6
     PRINCIPAL RISKS ......................................................    7
     PERFORMANCE INFORMATION ..............................................    8
     INVESTMENT ADVISER AND INVESTMENT SUB-ADVISER ........................    8
     PORTFOLIO MANAGERS                                                        8
SUMMARY INFORMATION ABOUT THE PURCHASE AND SALE OF FUND
     SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION ................   10
MORE INFORMATION ABOUT RISK ...............................................   11
MORE INFORMATION ABOUT FUND OBJECTIVES
     AND INVESTMENTS ......................................................   13
INFORMATION ABOUT PORTFOLIO HOLDINGS ......................................   14
INVESTMENT ADVISER ........................................................   14
INVESTMENT SUB-ADVISER ....................................................   15
PORTFOLIO MANAGERS ........................................................   15
ALPHAONE VIMCO SMALL CAP VALUE FUND RELATED
      PERFORMANCE DATA ....................................................   17
PURCHASING, SELLING AND EXCHANGING FUND SHARES ............................   18
PAYMENTS TO FINANCIAL INTERMEDIARIES ......................................   26
OTHER POLICIES ............................................................   27
DIVIDENDS AND DISTRIBUTIONS ...............................................   31
TAXES .....................................................................   31
ADDITIONAL INFORMATION ....................................................   32
FINANCIAL HIGHLIGHTS ......................................................   33
HOW TO OBTAIN MORE INFORMATION ABOUT THE FUNDS .....................  Back Cover

ALPHAONE NEXTGEN TECHNOLOGY FUND

INVESTMENT OBJECTIVE

The investment objective of the AlphaOne NextGen Technology Fund (the "Fund") is to seek long-term capital appreciation.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Redemption Fee (as a percentage of amount redeemed, if shares redeemed have been held for less than 90 days) 2.00%

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                            INSTITUTIONAL CLASS      INVESTOR CLASS
                                                                   SHARES                SHARES
Management Fees                                                    0.90%                 0.90%
Distribution (12b-1) Fees                                          None                  0.25%
Other Expenses(1)                                                  2.85%                 2.85%
Acquired Fund Fees and Expenses(1)                                 0.01%                 0.01%
                                                                  -------               -------
Total Annual Fund Operating Expenses                               3.76%                 4.01%
Less Fee Reductions and/or Expense Reimbursements(2)              (2.35)%               (2.35)%
                                                                  -------               -------
Total Annual Fund Operating Expenses After Fee                     1.41%                 1.66%
Reductions and/or Expense Reimbursements

(1) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(2) AlphaOne Investment Services, LLC (the "Adviser" or "AlphaOne") has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding 12b-1 Fees, interest, taxes, brokerage commissions, Acquired Fund Fees and Expenses, and extraordinary expenses (collectively, "excluded expenses")) from exceeding 1.40% of the average daily net assets of each of the Fund's share classes until February 28, 2021 (the "contractual expense limit"). In addition, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. This agreement may be terminated: (i) by the Board of Trustees (the "Board") of The Advisors' Inner Circle Fund (the "Trust"), for any reason at any time, or (ii) by the Adviser, upon ninety (90) days' prior written notice to the Trust, effective as of the close of business on February 28, 2021.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses (taking into account the contractual expense limit) remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                    1 YEAR           3 YEARS
Institutional Class Shares           $144             $446
Investor Class Shares                $169             $523

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in total annual Fund operating expenses or in the example, affect the Fund's performance. Because the Fund has not commenced investment operations as of the date of this prospectus, it does not have portfolio turnover information to report.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in securities of next generation ("NextGen") technology companies. This investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders. For purposes of this investment policy, a NextGen technology company is a company that produces, designs, or markets innovative, new technology products or services; uses innovative, new technology extensively in its product development or operations; or is expected to benefit significantly from technological advances or improvements. The types of companies likely to be represented in the Fund's portfolio include, but are not limited to, computer (hardware and software), communications (voice, data and wireless), consumer electronics, e-commerce, semiconductor, media, environmental, energy, biotechnology and health care. The Fund primarily invests in common stocks of U.S. and non-U.S. companies, and may invest in companies of any market capitalization.

In selecting investments to buy for the Fund, the Adviser uses a fundamental research process to seek to identify catalysts (such as innovative product development, high acquisition potential, and underappreciated product cycles) that will positively change the earnings potential and market value of a company over time. The Adviser will consider selling a security if there is a change in the factors supporting the investment rationale, or the Adviser identifies a more attractive investment opportunity.

The Fund is classified as "non-diversified," which means that it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund.

PRINCIPAL RISKS

As with all mutual funds, there is no guarantee that the Fund will achieve its investment objective. You could lose money by investing in the Fund. A FUND SHARE IS NOT A BANK DEPOSIT AND IT IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY GOVERNMENT AGENCY. The principal risk factors affecting shareholders' investments in the Fund are set forth below.

ACTIVE MANAGEMENT RISK -- The Fund is subject to the risk that the Adviser's judgments about the attractiveness, value, or potential appreciation of the Fund's investments may prove to

be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform in comparison to its benchmark index or other funds with similar objectives and investment strategies.

TECHNOLOGY COMPANIES RISK -- Technology companies may have limited product lines, markets, financial resources and/or personnel. Technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent on intellectual property rights and may be adversely affected by the loss or impairment of those rights.

EQUITY RISK -- Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's equity securities may fluctuate drastically from day-to-day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.

SMALL-CAPITALIZATION AND MID-CAPITALIZATION COMPANY RISK -- The small- and mid-capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, investments in these small- and mid-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small- and mid-cap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

LARGE-CAPITALIZATION COMPANY RISK -- The large capitalization companies in which the Fund may invest may lag the performance of smaller capitalization companies because large capitalization companies may experience slower rates of growth than smaller capitalization companies and may not respond as quickly to market changes and opportunities.

FOREIGN COMPANY RISK -- Investing in foreign companies poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar issuers located in the U.S. Securities of foreign companies may not be registered with the U.S. Securities and Exchange Commission (the "SEC") and foreign companies are generally not subject to the same level of regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers and foreign markets and securities may be less liquid.

FOREIGN CURRENCY RISK -- Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar, in which case the dollar value of the Fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, would be adversely affected.

NON-DIVERSIFICATION RISK - The Fund is classified as "non-diversified," which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund. To the extent that the Fund invests its assets in a smaller number of issuers, the Fund will be more susceptible to negative events affecting those issuers than a diversified fund.

shareholder approval and at a time that may not be favorable for all shareholders. Such liquidation could have negative tax consequences for shareholders and will cause shareholders to incur expenses of liquidation.

PERFORMANCE INFORMATION

The Fund is new, and therefore has no performance history. Once the Fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the Fund by showing the variability of the Fund's returns and comparing the Fund's performance to a broad measure of market performance. Of course, the Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.

Current performance information is available by calling 1-855-4-ALPHAONE.

INVESTMENT ADVISER

AlphaOne Investment Services, LLC serves as investment adviser to the Fund.

PORTFOLIO MANAGER

Dan Niles, Senior Portfolio Manager, has managed the Fund since its inception in 2017.

FOR IMPORTANT INFORMATION ABOUT THE PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION, PLEASE TURN TO "SUMMARY INFORMATION ABOUT THE PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION" ON PAGE 10 OF THE PROSPECTUS.

ALPHAONE VIMCO SMALL CAP VALUE FUND

INVESTMENT OBJECTIVE

The investment objective of the AlphaOne VIMCO Small Cap Value Fund (the "Fund") is to seek long-term capital appreciation.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Redemption Fee (as a percentage of amount redeemed, if shares redeemed have been held for less than 90 days) 2.00%

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                            INSTITUTIONAL CLASS      INVESTOR CLASS
                                                                   SHARES                SHARES
Management Fees                                                    0.90%                 0.90%
Distribution (12b-1) Fees                                          None                  0.25%
Other Expenses(1)                                                  1.86%                 1.86%
Acquired Fund Fees and Expenses(1)                                 0.01%                 0.01%
                                                                  -------               -------
Total Annual Fund Operating Expenses                               2.77%                 3.02%
Less Fee Reductions and/or Expense Reimbursements(2)              (1.36)%               (1.36)%
                                                                  -------               -------
Total Annual Fund Operating Expenses After Fee                     1.41%                 1.66%
Reductions and/or Expense Reimbursements

(1) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

                                    1 YEAR           3 YEARS
Institutional Class Shares           $144              $446
Investor Class Shares                $169              $523

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-capitalization companies. This investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders. For purposes of this investment policy, a small-capitalization company is a company with a market capitalization within the range of the Russell 2000 Index at the time of initial purchase. While the market capitalization range of the Russell 2000 Index changes throughout the year, as of May 12, 2017, the day on which market capitalization data was used for the most recent annual reconstitution of the index, the market capitalization range of the companies to be included in the index as of the reconstitution date was between $144 million and $4.4 billion. The equity securities in which the Fund invests are primarily common stocks of U.S. companies, but may also include exchange-traded funds ("ETFs") with economic characteristics similar to equity securities.

Villanova Investment Management Company, LLC (the "Sub-Adviser" or "VIMCO") seeks to generate long-term capital appreciation for the Fund by employing its distinctive private market value approach to public equities, while focusing on downside protection and a margin of safety. The Sub-Adviser approaches investing as a private buyer would, focusing on long-term business fundamentals and value creation while relying on absolute, not relative, valuations. The Sub-Adviser's strategy is to invest only in companies with superior business models, sustainable competitive advantages, and underlevered balance sheets, that produce substantial free cash flows and are led by expert management teams. By combining rigorous fundamental research with detailed financial analysis and proprietary decision making tools, the Sub-Adviser seeks to allocate the Fund's assets to securities in one of three investment categories: compounder, discount-to-value, and special situation. Compounders are companies that compound their enterprise value over an extended period of time through organic growth opportunities and the deployment of capital at attractive rates of return. Discount-to-value companies are those that trade below the Sub-Adviser's assessment of their private market value (i.e. the amount that a private investor would be willing to pay for the company). Special

situations are unique investment opportunities stemming from extraordinary circumstances (e.g. mergers and acquisitions or bankruptcies). To be considered for inclusion in the Fund's portfolio, a security must meet a minimum expected rate of return, the level and duration of which depends on the security's investment category.

The Sub-Adviser may sell a security held by the Fund for risk management purposes, or when the expected rate of return of the security falls below a pre-determined threshold, the fundamental characteristics of the company change, the market capitalization of the company is no longer within the range of the Russell 2000 Index, or the Sub-Adviser identifies a more attractive investment opportunity.

PRINCIPAL RISKS

ACTIVE MANAGEMENT RISK -- The Fund is subject to the risk that the Sub-Adviser's judgments about the attractiveness, value, or potential appreciation of the Fund's investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform in comparison to its benchmark index or other funds with similar objectives and investment strategies.

ETFS RISK -- ETFs are pooled investment vehicles, such as registered investment companies and grantor trusts, whose shares are listed and traded on U.S. and non-U.S. stock exchanges or otherwise traded in the over-the-counter market. To the extent that the Fund invests in ETFs, the Fund will be subject to substantially the same risks as those associated with the direct ownership of the securities comprising the index on which an index ETF is based or the other holdings of an active or index ETF, and the value of the Fund's investment will fluctuate in response to the performance of the underlying index or holdings. ETFs typically incur fees that are separate from those of the Fund. Accordingly, the Fund's investments in ETFs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the ETFs' operating expenses, in addition to paying Fund expenses.

SMALL CAP COMPANY RISK -- Small cap companies may be newly formed or in the early stages of development with limited product lines, markets or financial resources. Therefore, small cap companies may be less financially secure than large- and mid-capitalization companies and may be more vulnerable to key personnel losses due to reliance on a smaller number of management personnel. In addition, there may be less public information available about these companies. Small cap stock prices may be more volatile than large- and mid-capitalization companies and

such stocks may be more thinly traded and thus difficult for the Fund to buy and sell in the market.

VALUE STYLE RISK -- Value investing focuses on companies with stocks that appear undervalued in light of factors such as the company's earnings, book value, revenues or cash flow. If the Sub-Adviser's assessment of market conditions, or a company's value or prospects for exceeding earnings expectations, is wrong, the Fund could suffer losses or produce poor performance relative to other funds. In addition, "value stocks" can continue to be undervalued by the market for long periods of time.

SPECIAL SITUATIONS RISK -- Investments in special situations may involve greater risks when compared to other investment strategies. Mergers, reorganizations, liquidations or recapitalizations may not be completed on the terms originally contemplated, or may fail. Expected developments may not occur in a timely manner, or at all. Transactions may take longer than originally anticipated, resulting in lower annualized returns than contemplated at the time of investment. Furthermore, failure to anticipate changes in the circumstances affecting these types of investments may result in permanent loss of capital, where the Fund may be unable to recoup some or all of its investment.

NEW FUND RISK -- Because the Fund is new, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy, may not employ a successful investment strategy, or may fail to attract sufficient assets under management to realize economies of scale, any of which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders. Such liquidation could have negative tax consequences for shareholders and will cause shareholders to incur expenses of liquidation.

PERFORMANCE INFORMATION

Current performance information is available by calling 1-855-4-ALPHAONE.

INVESTMENT ADVISER AND INVESTMENT SUB-ADVISER

AlphaOne Investment Services, LLC serves as investment adviser to the Fund. Villanova Investment Management Company LLC serves as investment sub-adviser to the Fund.

PORTFOLIO MANAGERS

Rastislav Berlansky, CFA, Principal and Portfolio Manager at the Sub-Adviser, has managed the Fund since its inception in 2017.

Edward A. Trumpbour, Principal and Portfolio Manager at the Sub-Adviser, has managed the Fund since its inception in 2017.

SUMMARY INFORMATION ABOUT THE PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION

PURCHASE AND SALE OF FUND SHARES

To purchase Institutional Class or Investor Class Shares of the Funds for the first time, you must invest at least $100,000 or $2,500, respectively. Subsequent investments of Institutional Class or Investor Class Shares of the Funds must be made in amounts of at least $10,000 or $100, respectively. The Funds reserve the right to waive or reduce the minimum investment amounts in their sole discretion.

If you own your shares directly, you may redeem your shares on any day that the New York Stock Exchange (the "NYSE") is open for business by contacting the Funds directly by mail at: AlphaOne Funds, P.O. Box 219009, Kansas City, MO 64121-9009 (Express Mail Address: AlphaOne Funds, c/o DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105) or by telephone at 1-855-4-ALPHAONE.

If you own your shares through an account with a broker or other institution, contact that broker or institution to redeem your shares. Your broker or institution may charge a fee for its services in addition to the fees charged by the Funds.

TAX INFORMATION

The Funds intend to make distributions that may be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account ("IRA"), in which case your distributions will be taxed when withdrawn from the tax-deferred account.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of the Funds through a broker-dealer or other financial intermediary (such as a bank), the Funds and their related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Funds over another investment. Ask your salesperson or visit your financial intermediary's website for more information.

MORE INFORMATION ABOUT RISK

Investing in each Fund involves risk and there is no guarantee that each Fund will achieve its goals. The Adviser's and the Sub-Adviser's judgments about the markets, the economy, or companies may not anticipate actual market movements, economic conditions or company performance, and these judgments may affect the return on your investment. In fact, no matter how good of a job the Adviser or the Sub-Adviser does, you could lose money on your investment in a Fund, just as you could with other investments.

The value of your investment in a Fund is based on the value of the securities the Fund holds. These prices change daily due to economic and other events that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities a Fund owns and the markets in which they trade. The effect on a Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings. The AlphaOne NextGen Technology Fund is non-diversified, meaning that the Fund may invest a large percentage of its assets in a single issuer or a relatively small number of issuers. Accordingly, the AlphaOne NextGen Technology Fund will be more susceptible to negative events affecting a small number of holdings than a diversified fund.

EQUITY RISK -- Equity securities in which the Funds invest include common stocks and American Depositary Receipts ("ADRs"), as well as shares of exchange-traded funds ("ETFs") with economic characteristics similar to equity securities. ADRs and ETFs are described below. Common stock represents an equity, or ownership, interest in an issuer. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a mutual fund invests will cause the fund's net asset value ("NAV") to fluctuate. An investment in a portfolio of equity securities may be more suitable for long-term investors who can bear the risk of these share price fluctuations.

FOREIGN COMPANY RISK -- Investments in securities of foreign companies (including direct investments as well as investments through ADRs) can be more volatile than investments in U.S. companies. Diplomatic, political, or economic developments, including nationalization or appropriation, could affect investments in foreign companies. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets. In addition, the value of securities denominated in foreign currencies, and of dividends from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. Financial statements of foreign issuers are governed by different accounting, auditing, and financial reporting standards than the financial statements of U.S. issuers and may be less transparent and uniform than in the U.S. Thus, there may be less information publicly available about foreign issuers than about most U.S. issuers. Transaction costs are generally higher than those in the U.S. and expenses for custodial arrangements of foreign securities may be somewhat greater than typical expenses for custodial arrangements of similar U.S. securities. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes are recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolio.

FOREIGN CURRENCY RISK -- Fluctuations in exchange rates between the U.S. dollar and foreign currencies, or between various foreign currencies, may negatively affect the Funds' performance. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency denominated investments and may widen any losses. Currency exchange rates can be volatile and can be affected by, among other factors, the actions or inactions by U.S. or foreign governments,

central banks or supranational entities, the imposition of currency controls, speculation, or general economic or political developments in the U.S. or a foreign country.

ETFS RISK -- ETFs are pooled investment vehicles, such as registered investment companies and grantor trusts, whose shares are listed and traded on U.S. and non-U.S. stock exchanges or otherwise traded in the over-the-counter market. To the extent that the Funds invest in ETFs, the Funds will be subject to substantially the same risks as those associated with the direct ownership of the securities comprising the index on which an index ETF is based or the other holdings of an active or index ETF, and the value of the Funds' investment will fluctuate in response to the performance of the underlying index or holdings. ETFs typically incur fees that are separate from those of the Funds. Accordingly, the Funds' investments in ETFs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the ETFs' operating expenses, in addition to paying Fund expenses.

Because the value of ETF shares depends on the demand in the market, shares may trade at a discount or premium to their NAV and the Adviser may not be able to liquidate a Fund's holdings at the most optimal time, which could adversely affect the Fund's performance.

TECHNOLOGY COMPANIES RISK -- Technology companies are characterized by periodic new product introductions, innovations and evolving industry standards, and, as a result, face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Technology companies are often smaller and less experienced companies and may be subject to greater risks than larger companies; these risks may be heightened for technology companies in foreign markets. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face product obsolescence due to rapid technological developments and frequent new product introduction, changes in consumer and business purchasing patterns, unpredictable changes in growth rates and competition for the services of qualified personnel. Technology companies are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies. Technology companies may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors. Finally, while all companies may be susceptible to network security breaches, certain technology companies may be particular targets of hacking and potential theft of proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.

MORE INFORMATION ABOUT FUND OBJECTIVES AND INVESTMENTS

The investment objective of the AlphaOne NextGen Technology Fund is to seek long-term capital appreciation.

The investment objective of the AlphaOne VIMCO Small Cap Value Fund is to seek long-term capital appreciation.

The investment objective of each Fund may not be changed by the Board without shareholder approval.

The investments and strategies described in this Prospectus are those that the Funds use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, each Fund may invest up to 100% of its assets in cash, money market instruments and other cash equivalents that would not ordinarily be consistent with its investment objective. If a Fund invests in this manner, it may not achieve its investment objective. A Fund will do so only if the Adviser or the Sub-Adviser believes that the risk of loss outweighs the opportunity to pursue its investment objective.

This Prospectus describes the Funds' principal investment strategies and risks, and the Funds will normally invest in the types of investments described in this Prospectus. In addition to the securities and other investments and strategies described in this Prospectus, the Funds also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in the Prospectus, are described in detail in the Funds' Statement of Additional Information ("SAI"). For information on how to obtain a copy of the SAI see the back cover of this Prospectus. Of course, there is no guarantee that the Funds will achieve their investment goals.

INFORMATION ABOUT PORTFOLIO HOLDINGS

A description of the Funds' policies and procedures with respect to the circumstances under which the Funds disclose their portfolio holdings is available in the SAI.

INVESTMENT ADVISER

AlphaOne Investment Services, LLC, a Delaware limited liability company formed in 2008, serves as the investment adviser to the Funds. The Adviser is a wholly owned subsidiary of AlphaOne Capital Partners, LLC, which, in turn, is a wholly owned subsidiary of AlphaOne Holding, LLC, a private company owned by Paul J. Hondros. The Adviser's principal place of business is located at 789 E Lancaster Avenue, Suite 120, Villanova, Pennsylvania 19085. As of October 31, 2017, the Adviser had approximately $357.3 million in assets under management.

The Adviser makes investment decisions for the Funds and continuously reviews, supervises and administers the Funds' investment programs. In addition, the Adviser oversees Villanova Investment Management Company LLC ("VIMCO" or the "Sub-Adviser") to ensure its compliance with the investment policies and guidelines of the AlphaOne VIMCO Small Cap Value Fund and monitors the Sub-Adviser's adherence to its investment style. The Board supervises the Adviser and the Sub-Adviser and establishes policies that the Adviser and the Sub-Adviser must follow in their management activities. The Adviser pays the Sub-Adviser out of the advisory fee it receives from the AlphaOne VIMCO Small Cap Value Fund.

For its services to the Funds, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at the following annual rates based on the average daily net assets of each Fund:

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FUND                                                  ADVISORY FEE
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AlphaOne NextGen Technology Fund                          0.90%
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AlphaOne VIMCO Small Cap Value Fund                       0.90%
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The Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep total annual Fund operating expenses (excluding 12b-1 Fees, interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses (collectively, "excluded expenses")) for Institutional Class Shares and Investor Class Shares from exceeding certain levels as set forth below until February 28, 2021 (each, a "contractual expense limit"):

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FUND                                                CONTRACTUAL EXPENSE LIMIT
--------------------------------------------------------------------------------
AlphaOne NextGen Technology Fund                             1.40%
--------------------------------------------------------------------------------
AlphaOne VIMCO Small Cap Value Fund                          1.40%
--------------------------------------------------------------------------------

period preceding the recoupment if at any point total annual Fund operating expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. This agreement may be terminated: (i) by the Board, for any reason at any time, or (ii) by the Adviser, upon ninety (90) days' prior written notice to the Trust, effective as of the close of business on February 28, 2021.

INVESTMENT SUB-ADVISER

VIMCO

Villanova Investment Management Company LLC, a Delaware limited liability company formed in 2016, serves as the investment sub-adviser to the AlphaOne VIMCO Small Cap Value Fund. VIMCO is majority-owned by Berlansky/Trumpbour Investment Management Company LLC, which, in turn, is owned by Messrs. Rastislav Berlansky and Edward A. Trumpbour. AlphaOne Capital Partners, LLC is a minority owner of VIMCO. VIMCO's principal place of business is located at 789 E Lancaster Avenue, Suite 120, Villanova, Pennsylvania 19085. As of October 31, 2017, VIMCO had approximately $5.9 million in assets under management.

For its services to the AlphaOne VIMCO Small Cap Value Fund, VIMCO is entitled to a fee from the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.675% of the average daily net assets of the Fund.

A discussion regarding the basis for the Board's approval of the Funds' investment advisory agreement and investment sub-advisory agreements will be available in the Funds' Semi-Annual Report to Shareholders dated April 30, 2018, which will cover the period from the Funds' inception to April 30, 2018.

PORTFOLIO MANAGERS

ALPHAONE NEXTGEN TECHNOLOGY FUND

Dan Niles has been with the Adviser since 2009. He serves as a Senior Portfolio Manager of the AlphaOne NextGen Technology Fund and is primarily responsible for the day-to-day management of the Fund. From 2004 to 2009, Mr. Niles was a Managing Director at Neuberger Berman, Inc., a subsidiary of Lehman Brothers, and Chief Executive Officer of Neuberger Berman Technology Management, LLC. Mr. Niles first joined Lehman Brothers in May 2000, as the Senior Sell-Side Equity Research Analyst covering computer hardware and semiconductors. Prior to joining

Lehman Brothers, Mr. Niles was a Managing Director in Equity Research at Robertson Stephens and, from 1990 to 1997, was in Robertson's mergers and acquisitions group. Before starting his Wall Street career, Mr. Niles was an Engineer at Digital Equipment Corporation. Mr. Niles received a M.S. in Electrical Engineering from Stanford University and a B.S. in Systems Engineering from Boston University.

ALPHAONE VIMCO SMALL CAP VALUE FUND

The AlphaOne VIMCO Small Cap Value Fund is managed by a team of investment professionals, each of whom is jointly and primarily responsible for the day-to-day management of the Fund.

Rastislav Berlansky, CFA, co-founded VIMCO in 2016. He is jointly and primarily responsible for the day-to-day management of the AlphaOne VIMCO Small Cap Value Fund. Before forming VIMCO, Mr. Berlansky was a Managing Director, Co-Head of the Absolute Value Team, and lead portfolio manager of the Small Cap Value product at Brandywine Global Investment Management ("Brandywine"). He also served as co-portfolio manager for the Small/Mid Cap Value product and equity analyst for all Absolute Value Equity portfolios at Brandywine. Prior to joining Brandywine in 2003, Mr. Berlansky was an analyst with LLR Partners, Inc. and a senior associate for PricewaterhouseCoopers in its Corporate Valuation Group. Mr. Berlansky is a CFA charterholder and earned a B.S. in Business Administration from Villanova University, graduating summa cum laude.

Edward A. Trumpbour co-founded VIMCO in 2016. He is jointly and primarily responsible for the day-to-day management of the AlphaOne VIMCO Small Cap Value Fund. Before forming VIMCO, Mr. Trumpbour was a member of the Executive Board, a Managing Director, and the founder and co-head of the Absolute Value Team at Brandywine. He also served as lead portfolio manager of the Small/Mid Cap Value product and co-portfolio manager of the Small Cap Value product at Brandywine. Prior to joining Brandywine in 1996, Mr. Trumpbour was a vice president and senior portfolio manager of the Institutional Large Cap Value Team at Delaware Investment Advisers ("Delaware"). While at Delaware, he launched and managed the Delaware Value Fund, renamed the Delaware Small Cap Value Fund, a fund investing in small and mid-capitalization equities. Additionally, Mr. Trumpbour served as an analyst with Gabelli Asset Management. He earned an M.B.A. in Finance from The Wharton School of The University of Pennsylvania and B.S.B.A. in Finance from Georgetown University.

The SAI provides additional information about the portfolio managers' compensation, other accounts managed and ownership of Fund shares.

ALPHAONE VIMCO SMALL CAP VALUE FUND RELATED PERFORMANCE DATA

The following table gives the related performance of all accounts (each, an "Account"), referred to as a "Composite," managed by VIMCO that have investment objectives, policies and strategies substantially similar to those of the AlphaOne VIMCO Small Cap Value Fund. The data illustrates the past performance of VIMCO in managing substantially similar accounts. THE DATA DOES NOT REPRESENT THE PERFORMANCE OF THE FUND. Performance is historical and does not represent the future performance of the Fund or of VIMCO.

The manner in which the performance was calculated for the Composite differs from that of registered mutual funds such as the Fund. If the performance was calculated in accordance with SEC standardized performance methodology, the performance results may have been different. VIMCO has prepared and presented the Composite performance in compliance with the Global Investment Performance Standards (GIPS[R]). VIMCO's policies on calculating performance and preparing GIPS[R] compliant performance presentations are available upon request.

All returns presented were calculated on a total return basis and include all dividends and interest, accrued income, and realized and unrealized gains and losses. Investment transactions are accounted for on a trade date basis. "Net of fees" returns reflect the deduction of investment management fees, as well as the deduction of any brokerage commissions, execution costs, sales loads and account fees paid by the Accounts, while "gross of fees" returns do not reflect the deduction of investment management fees. All fees and expenses, except custodial fees, if any, were included in the calculations. "Net of fees" returns are calculated using the highest stated investment management fee for the strategy. The Composite performance information is calculated in and expressed in U.S. dollars, without taking into account federal or state income taxes.

Because of variation in fee levels, the "net of fees" returns may not be reflective of performance in any one particular Account. Therefore, the performance information shown below is not necessarily representative of the performance information that typically would be shown for a registered mutual fund.

The Fund's fees and expenses are generally expected to be higher than those of the Composite. If the Fund's fees and expenses had been imposed on the Composite, the performance shown below would have been lower. The Accounts are also not subject to the diversification requirements, specific tax restrictions, and investment limitations imposed on the Fund by the federal securities and tax laws. Consequently, the performance results for the Composite could have been adversely affected if the Accounts were subject to the same federal securities and tax laws as the Fund.

The investment results for the Composite presented below are not intended to predict or suggest the future returns of the Fund. The performance data shown below should not be considered a substitute for the Fund's own performance information. Investors should be aware that the use of a methodology different than that used below to calculate performance could result in different performance data.

THE FOLLOWING DATA DOES NOT REPRESENT THE PERFORMANCE OF THE ALPHAONE VIMCO SMALL CAP VALUE FUND.

PERFORMANCE INFORMATION FOR VIMCO'S SMALL CAP VALUE COMPOSITE

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TOTAL PRE-TAX RETURNS (AS OF 8/31/17)
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TIME PERIOD        TOTAL PRE-        TOTAL PRE-      RUSSELL 2000      NUMBER OF          TOTAL
                   TAX RETURN        TAX RETURN       VALUE TOTAL     ACCOUNTS AT       COMPOSITE
                  (NET OF FEES)   (GROSS OF FEES)       RETURN          END OF        ASSETS AT END
                                                       INDEX(2)         PERIOD          OF PERIOD
                                                                                       ($ MILLIONS)
-----------------------------------------------------------------------------------------------------------
Since                 18.15%           19.73%           13.47%             2               $5.5
Inception(1)
-----------------------------------------------------------------------------------------------------------

(1) The inception date of the Composite is September 1, 2016.

(2) The Russell 2000 Value Total Return Index is a market-weighted total return index that measures the performance of companies within the Russell 2000 Index having lower price-to-book ratios and lower forecasted growth values. The Russell 2000 Index includes the 2000 firms from the Russell 3000 Index with the smallest market capitalizations.

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to purchase, sell (sometimes called "redeem") and exchange shares of the Funds.

For information regarding the federal income tax consequences of transactions in shares of the Funds, including information about cost basis reporting, see "Taxes."

HOW TO CHOOSE A SHARE CLASS

Each Fund offers two classes of shares to investors, Institutional Class Shares and Investor Class Shares. Each share class has its own shareholder eligibility criteria, investment minimums and cost structure, as summarized below. Contact your financial intermediary or the Funds for more information about the Funds' share classes and how to choose between them.

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CLASS NAME                      INVESTMENT MINIMUMS        FEES
--------------------------------------------------------------------------------
Institutional Class Shares      Initial - $100,000         No Rule 12b-1 Fee

                                Subsequent -- $10,000
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Investor Class Shares           Initial - $2,500           0.25% 12b-1 Fee

Subsequent -- $100

Institutional Class Shares and Investor Class Shares are offered to investors who purchase shares directly from the Funds or through certain financial intermediaries such as financial planners, investment advisors, broker-dealers or other financial institutions. An investor may be eligible to purchase more than one share class. However, if you purchase shares through a financial intermediary, you may only purchase that class of shares which your financial intermediary sells

or services. Your financial intermediary can tell you which class of shares is available through the intermediary.

Each Fund reserves the right to change the criteria for eligible investors and accept investments of smaller amounts in its sole discretion.

HOW TO PURCHASE FUND SHARES

To purchase shares directly from the Funds, complete and send in the application. If you need an application or have questions, please call 1-855-4-ALPHAONE. Applications are also available on the Adviser's website at www.alphaonecapital.com.

All initial investments must be made by check or wire. All checks must be made payable in U.S. dollars and drawn on U.S. financial institutions. The Funds do not accept purchases made by third-party checks, credit cards, credit card checks, cash, traveler's checks, money orders or cashier's checks.

The Funds reserve the right to suspend all sales of new shares or to reject any specific purchase order, including exchange purchases, for any reason. The Funds are not intended for excessive trading by shareholders in response to short-term market fluctuations. For more information about the Funds' policy on excessive trading, see "Excessive Trading Policies and Procedures."

The Funds do not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Funds subject to the satisfaction of enhanced due diligence. Please contact the Funds for more information.

BY MAIL

You can open an account with the Funds by sending a check and your account application to the address below. You can add to an existing account by sending the Funds a check and, if possible, the "Invest By Mail" stub that accompanies your confirmation statement. Be sure your check identifies clearly your name, your account number, the Fund name and the share class. Make your check payable to "AlphaOne Funds."

REGULAR MAIL ADDRESS

AlphaOne Funds
P.O. Box 219009
Kansas City, MO 64121-9009

EXPRESS MAIL ADDRESS

AlphaOne Funds
c/o DST Systems, Inc.
430 West 7th Street
Kansas City, MO 64105

The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services of purchase orders does not constitute receipt by the Funds' transfer agent. The share price used to fill the purchase order is the next price calculated by a Fund after the Funds' transfer agent receives the order in proper

form at the P.O. Box provided for regular mail delivery or the office address provided for express mail delivery.

BY WIRE

To open an account by wire, call 1-855-4-ALPHAONE for details. To add to an existing account by wire, wire your money using the wiring instructions set forth below (be sure to include the Fund name, the share class and your account number).

WIRING INSTRUCTIONS

UMB Bank, N.A.
ABA#: 101000695
AlphaOne Funds
DDA# 9870523965
Ref: Fund name/account name/share class/account number

BY AUTOMATIC INVESTMENT PLAN (VIA AUTOMATED CLEARING HOUSE ("ACH")) (INVESTOR CLASS SHARES ONLY)

You may not open an account via ACH. However, once you have established an account, you can set up an automatic investment plan by mailing a completed application to the Funds. These purchases can be made monthly, quarterly, semi-annually and annually in amounts of at least $100. To cancel or change a plan, write to the Funds at: AlphaOne Funds, P.O. Box 219009, Kansas City, MO 64121 (Express Mail Address: AlphaOne Funds, c/o DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105). Please allow up to 15 days to create the plan and 3 days to cancel or change it.

GENERAL INFORMATION

You may purchase shares on any day that the NYSE is open for business (a "Business Day"). Shares cannot be purchased by Federal Reserve wire on days when either the NYSE or the Federal Reserve is closed. Each Fund's price per share will be the next determined NAV after the Fund or an authorized institution (defined below) receives your purchase order in proper form. "Proper form" means that the Fund was provided a complete and signed account application, including the investor's social security number or tax identification number, and other identification required by law or regulation, as well as sufficient purchase proceeds.

Each Fund calculates its NAV once each Business Day as of the close of normal trading on the NYSE (normally, 4:00 p.m., Eastern Time). To receive the current Business Day's NAV, a Fund (or an authorized institution) must receive your purchase order in proper form before the close of normal trading on the NYSE. If the NYSE closes early, as in the case of scheduled half-day trading or unscheduled suspensions of trading, each Fund reserves the right to calculate NAV as of the earlier closing time. The Funds will not accept orders that request a particular day or price for the transaction or any other special conditions. Shares will only be priced on Business Days. Since securities that are traded on foreign exchanges may trade on days that are not Business Days, the value of a Fund's assets may change on days when you are unable to purchase or redeem shares.

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

In addition to being able to buy and sell Fund shares directly from the Funds through their transfer agent, you may also buy or sell shares of the Funds through accounts with financial intermediaries such as brokers and other institutions that are authorized to place trades in Fund shares for their customers. When you purchase or sell Fund shares through a financial intermediary (rather than directly from the Funds), you may have to transmit your purchase and sale requests to the financial intermediary at an earlier time for your transaction to become effective that day. This allows the financial intermediary time to process your requests and transmit them to the Funds prior to the time each Fund calculates its NAV that day. Your financial intermediary is responsible for transmitting all purchase and redemption requests, investment information, documentation and money to the Funds on time. If your financial intermediary fails to do so, it may be responsible for any resulting fees or losses. Unless your financial intermediary is an authorized institution, orders transmitted by the financial intermediary and received by the Funds after the time NAV is calculated for a particular day will receive the following day's NAV.

Certain financial intermediaries, including certain broker-dealers and shareholder organizations, are authorized to act as an agent on behalf of the Funds with respect to the receipt of purchase and redemption orders for Fund shares ("authorized institutions"). Authorized institutions are also authorized to designate other intermediaries to receive purchase and redemption orders on a Fund's behalf. The Funds will be deemed to have received a purchase or redemption order when an authorized institution or, if applicable, an authorized institution's designee, receives the order. Orders will be priced at a Fund's next computed NAV after they are received by an authorized institution or an authorized institution's designee. To determine whether your financial intermediary is an authorized institution or an authorized institution's designee such that it may act as agent on behalf of the Funds with respect to purchase and redemption orders for Fund shares, you should contact your financial intermediary directly.

If you deal directly with a financial intermediary, you will have to follow its procedures for transacting with the Funds. Your financial intermediary may charge a fee for your purchase and/or redemption transactions. For more information about how to purchase or sell Fund shares through a financial intermediary, you should contact your financial intermediary directly.

HOW THE FUNDS CALCULATE NAV

The NAV of each Fund's shares is determined by dividing the total value of the Fund's portfolio investments and other assets, less any liabilities, by the total number of shares outstanding.

In calculating NAV, each Fund generally values its investment portfolio at market price. If market prices are not readily available or a Fund reasonably believes that they are unreliable, such as in the case of a security value that has been materially affected by events occurring after the relevant market closes, the Fund is required to price those securities at fair value as determined in good faith using methods approved by the Board. Pursuant to the policies adopted by and under the ultimate supervision of the Board, these methods are implemented through the Trust's Fair Value Pricing Committee, members of which are appointed by the Board. A Fund's determination of a security's fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value that the Fund assigns to a security may be higher or lower than the security's value would be if a reliable market quotation for the security was readily available.

There may be limited circumstances in which the Funds would price securities at fair value for stocks of U.S. companies that are traded on U.S. exchanges -- for example, if the exchange on which a portfolio security is principally traded closed early or if trading in a particular security was halted during the day and did not resume prior to the time the Funds calculated their NAV.

With respect to any non-U.S. securities held by the Funds, the Funds may take factors influencing specific markets or issuers into consideration in determining the fair value of a non-U.S. security. International securities markets may be open on days when the U.S. markets are closed. In such cases, the value of any international securities owned by the Funds may be significantly affected on days when investors cannot buy or sell shares. In addition, due to the difference in times between the close of the international markets and the time the Funds price their shares, the value the Funds assign to securities generally will not be the same as the quoted or published prices of those securities on their primary markets or exchanges. In determining fair value prices, the Funds may consider the performance of securities on their primary exchanges, foreign currency appreciation/depreciation, securities market movements in the United States, or other relevant information as related to the securities.

Other assets for which market quotations are not readily available will be valued at their fair value as determined in good faith by or under the direction of the Board.

PURCHASES IN-KIND

Subject to the approval of a Fund, an investor may purchase shares of the Fund with liquid securities and other assets that are eligible for purchase by the Fund (consistent with the Fund's investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the Fund's valuation policies. These transactions will be effected only if the Adviser deems the security to be an appropriate investment for the Fund. Assets purchased by the Fund in such a transaction will be valued in accordance with procedures adopted by the Fund. The Funds reserve the right to amend or terminate this practice at any time.

MINIMUM PURCHASES

FUND CODES

The reference information listed below will be helpful to you when you contact the Funds to purchase or exchange Institutional Class Shares and Investor Class Shares, check daily NAV or obtain additional information.

FUND NAME                                 TICKER SYMBOL     CUSIP    FUND CODE
AlphaOne NextGen Technology Fund
   Institutional Class                        AOTIX       0075W0395     8619
   Investor Class                             AOTAX       0075W0387     8620
AlphaOne VIMCO Small Cap Value Fund
   Institutional Class                        VIMIX       0075W0429     8621
   Investor Class                             VIMOX       0075W0411     8622

HOW TO SELL YOUR FUND SHARES

If you own your shares directly, you may sell your shares on any Business Day by contacting the Funds directly by mail or telephone at 1-855-4-ALPHAONE.

If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your broker or institution may charge a fee for its services, in addition to the fees charged by the Funds.

Certain redemption requests will require a signature guarantee by an eligible guarantor institution. Eligible guarantors include commercial banks, savings and loans, savings banks, trust companies, credit unions, member firms of a national stock exchange, or any other member or participant of an approved signature guarantor program. For example, signature guarantees may be required if your address of record has changed in the last 30 days, if you want the proceeds sent to a bank other than the bank of record on your account, or if you ask that the proceeds be sent to a different person or address. Please note that a notary public is not an acceptable provider of a signature guarantee and that the Funds must be provided with the original guarantee. Signature guarantees are for the protection of Fund shareholders. Before granting a redemption request, the Funds may require a shareholder to furnish additional legal documents to ensure proper authorization.

Accounts held by a corporation, trust, fiduciary or partnership may require additional documentation along with a signature guaranteed letter of instruction. The Funds participate in the Paperless Legal Program (the "Program"), which eliminates the need for accompanying paper documentation on legal securities transfers. Requests received with a Medallion Signature Guarantee will be reviewed for the proper criteria to meet the guidelines of the Program and may not require additional documentation. Please contact Shareholder Services at 1-855-4-ALPHAONE for more information.

The sale price of each share will be the next determined NAV after a Fund (or an authorized institution) receives your request in proper form.

BY MAIL

To redeem shares by mail, please send a letter to the Funds signed by all registered parties on the account specifying:

o The Fund name;

o The share class;

o The account number;

o The dollar amount or number of shares you wish to redeem;

o The account name(s); and

o The address to which redemption (sale) proceeds should be sent.

The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services of sell orders does not constitute receipt by the Funds' transfer agent. The share price used to fill the sell order is the next price calculated by the Funds after the Funds' transfer agent receives the order in proper form at the P.O. Box provided for regular mail delivery or the office address provided for express mail delivery.

All registered shareholders must sign the letter in the exact name(s) in which their account is registered and must designate any special capacity in which they are registered.

REGULAR MAIL ADDRESS

AlphaOne Funds
P.O. Box 219009
Kansas City, MO 64121-9009

EXPRESS MAIL ADDRESS

AlphaOne Funds
c/o DST Systems, Inc.
430 West 7th Street
Kansas City, MO 64105

BY TELEPHONE

To redeem shares by telephone, you must first establish the telephone redemption privilege (and, if desired, the wire or ACH redemption privileges) by completing the appropriate sections of the account application. Call 1-855-4-ALPHAONE to redeem your shares. Based on your instructions, the Funds will mail your proceeds to you or send them to your bank via wire or ACH.

BY SYSTEMATIC WITHDRAWAL PLAN (VIA ACH) (INVESTOR CLASS SHARES ONLY)

If your account balance is at least $2,500, you may transfer as little as $100 per month from your account to another financial institution through a Systematic Withdrawal Plan (via ACH).

To participate in this service, you must complete the appropriate sections of the account application and mail it to the Funds.

RECEIVING YOUR MONEY

Normally, the Funds will send your sale proceeds within one Business Day after they receive your redemption request. The Funds, however, may take up to seven days to pay redemption proceeds. Your proceeds can be wired to your bank account (may be subject to a $10 fee), sent to you by check or sent via ACH to your bank account if you have established banking instructions with the Funds. IF YOU ARE SELLING SHARES THAT WERE RECENTLY PURCHASED BY CHECK OR THROUGHACH, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED OR THE ACH TRANSACTION HAS BEEN COMPLETED (WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE).

The Funds typically expect to sell portfolio assets and/or hold cash or cash equivalents to meet redemption requests. On a less regular basis, the Funds may also meet redemption requests by using short-term borrowings from its custodian and/or redeeming shares in-kind (as described below). These methods may be used during both normal and stressed market conditions.

REDEMPTIONS IN-KIND

The Funds generally pay sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise and for the protection of the Funds' remaining shareholders, the Funds might pay all or part of your redemption proceeds in securities with a market value equal to the redemption price (redemption in-kind). The Funds may also redeem in-kind to discourage short-term trading of shares. It is highly unlikely that your shares would ever be redeemed in-kind, but if they were, you would have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption. In addition, you would continue to be subject to the risks of any market fluctuation in the value of the securities you receive in-kind until they are sold.

INVOLUNTARY REDEMPTIONS OF YOUR SHARES

If because of redemptions your account balance for a Fund drops below $25,000 for Institutional Class Shares and $500 for Investor Class Shares you may be required to sell your shares.

The Funds generally will provide you at least 30 days' written notice to give you time to add to your account and avoid the involuntary redemption of your shares. Each Fund reserves the right to waive the minimum account value requirement in its sole discretion. If your Fund shares are redeemed for this reason within 90 days of their purchase, the redemption fee will not be applied.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Funds may suspend your right to sell your shares or delay payment of redemption proceeds for more than seven days during times when trading on the NYSE is closed, other than during customary weekends or holidays, or as otherwise permitted by the U.S. Securities and Exchange Commission (the "SEC"). More information about this is in the SAI.

HOW TO EXCHANGE YOUR FUND SHARES

At no charge, you may exchange Institutional Class Shares or Investor Class Shares of one AlphaOne Fund for Institutional Class Shares or Investor Class Shares of another AlphaOne Fund by writing to or calling the Funds. Exchanges are subject to the minimum investment requirements and the fees and expenses of the AlphaOne Fund that you exchange into. You may only exchange shares between accounts with identical registrations (i.e., the same names and addresses).

The exchange privilege is not intended as a vehicle for short-term or excessive trading. The Funds may suspend or terminate your exchange privilege if you engage in a pattern of exchanges that is

excessive, as determined in the sole discretion of the Funds. For more information about the Funds' policy on excessive trading, see "Excessive Trading Policies and Procedures."

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Fund shares over the telephone is extremely convenient, but not without risk. Although the Funds have certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions, the Funds are not responsible for any losses or costs incurred by following telephone instructions they reasonably believe to be genuine. If you or your financial institution transact with the Funds over the telephone, you will generally bear the risk of any loss.

PAYMENTS TO FINANCIAL INTERMEDIARIES

The Funds and/or the Adviser may compensate financial intermediaries for providing a variety of services to the Funds and/or their shareholders. Financial intermediaries include affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Funds, their service providers or their respective affiliates. This section briefly describes how financial intermediaries may be paid for providing these services. For more information please see "Payments to Financial Intermediaries" in the SAI.

DISTRIBUTION PLAN

Each Fund has adopted a distribution plan under Rule 12b-1 of the Investment Company Act of 1940, as amended (the "1940 Act"), for Investor Class Shares that allows the Fund to pay distribution and/or service fees for the sale and distribution of Fund shares, and for services provided to shareholders. Because these fees are paid out of a Fund's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The maximum annual Rule 12b-1 fee for Investor Class Shares of a Fund is 0.25%.

PAYMENTS BY THE ADVISER

From time to time, the Adviser and/or its affiliates, in their discretion, may make payments to certain affiliated or unaffiliated financial intermediaries to compensate them for the costs associated with distribution, marketing, administration and shareholder servicing support for the Funds. These payments are sometimes characterized as "revenue sharing" payments and are made out of the Adviser's and/or its affiliates' own legitimate profits or other resources, and may be in addition to any payments made to financial intermediaries by the Funds. A financial intermediary may provide these services with respect to Fund shares sold or held through programs such as retirement plans, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. In addition, financial intermediaries may receive payments for making shares of the Funds available to their customers or registered representatives, including providing the Funds with "shelf space," placing them on a preferred or recommended fund list, or promoting the Funds in certain sales programs that are sponsored by financial intermediaries. To the extent permitted by SEC and Financial Industry Regulatory Authority ("FINRA") rules and other applicable laws and regulations, the Adviser and/or its affiliates may pay or allow other promotional incentives or payments to financial intermediaries.

The level of payments made by the Adviser and/or its affiliates to individual financial intermediaries varies in any given year and may be negotiated on the basis of sales of Fund shares, the amount of Fund assets serviced by the financial intermediary or the quality of the financial intermediary's relationship with the Adviser and/or its affiliates. These payments may be more or less than the payments received by the financial intermediaries from other mutual funds and may influence a financial intermediary to favor the sales of certain funds or share classes over others. In certain instances, the payments could be significant and may cause a conflict of interest for your financial intermediary. Any such payments will not change the NAV or price of a Fund's shares. Please contact your financial intermediary for information about any payments it may receive in connection with the sale of Fund shares or the provision of services to Fund shareholders.

In addition to these payments, your financial intermediary may charge you account fees, commissions or transaction fees for buying or redeeming shares of the Funds, or other fees for servicing your account. Your financial intermediary should provide a schedule of its fees and services to you upon request.

OTHER POLICIES

EXCESSIVE TRADING POLICIES AND PROCEDURES

The Funds are intended for long-term investment purposes only and discourage shareholders from engaging in "market timing" or other types of excessive short-term trading. This frequent trading into and out of a Fund may present risks to the Fund's long-term shareholders and could adversely affect shareholder returns. The risks posed by frequent trading include interfering with the efficient implementation of a Fund's investment strategies, triggering the recognition of taxable gains and losses on the sale of Fund investments, requiring the Fund to maintain higher cash balances to meet redemption requests and experiencing increased transaction costs.

In addition, because the Funds may invest in foreign securities traded primarily on markets that close prior to the time a Fund determines its NAV, the risks posed by frequent trading may have a greater potential to dilute the value of Fund shares held by long-term shareholders than funds investing exclusively in U.S. securities. In instances where a significant event that affects the value of one or more foreign securities held by a Fund takes place after the close of the primary foreign market, but before the time that the Fund determines its NAV, certain investors may seek to take advantage of the fact that there will be a delay in the adjustment of the market price for a security caused by this event until the foreign market reopens (sometimes referred to as "price" or "time zone" arbitrage). Shareholders who attempt this type of arbitrage may dilute the value of a Fund's shares if the prices of the Fund's foreign securities do not reflect their fair values. Although each Fund has procedures designed to determine the fair value of foreign securities for purposes of calculating its NAV when such an event has occurred, fair value pricing, because it involves judgments which are inherently subjective, may not always eliminate the risk of price arbitrage.

In addition, Funds that invest in small- and mid-cap securities, which often trade in lower volumes and may be less liquid, may be more susceptible to the risks posed by frequent trading because frequent transactions in the Funds' shares may have a greater impact on the market prices of these types of securities.

The Funds' service providers will take steps reasonably designed to detect and deter frequent trading by shareholders pursuant to the Funds' policies and procedures described in this Prospectus and approved by the Board. For purposes of applying these policies, the Funds' service providers may consider the trading history of accounts under common ownership or control.

The Funds' policies and procedures include:

o Shareholders are restricted from making more than one (1) "round trip," including exchanges, into or out of a Fund within any 90-day period. If a shareholder exceeds this amount, the applicable Fund and/or its service providers may, at their discretion, reject any additional purchase or exchange orders. The Funds define a "round trip" as a purchase into a Fund by a shareholder, followed by a subsequent redemption out of the Fund, of an amount the Adviser reasonably believes would be harmful or disruptive to the Fund.

o The Funds assess a redemption fee of 2.00% on redemptions by shareholders of Fund shares held for less than 90 days (subject to certain exceptions as discussed in "Redemption Fee").

o The Funds reserve the right to reject any purchase or exchange request by any investor or group of investors for any reason without prior notice, including, in particular, if the Funds or the Adviser or the Sub-Adviser reasonably believes that the trading activity would be harmful or disruptive to the Funds.

The Funds and/or their service providers seek to apply these policies to the best of their abilities uniformly and in a manner they believe is consistent with the interests of the Funds' long-term shareholders. The Funds do not knowingly accommodate frequent purchases and redemptions by Fund shareholders. Although these policies are designed to deter frequent trading, none of these measures alone nor all of them taken together eliminate the possibility that frequent trading in the Funds will occur. Systematic purchases and redemptions are exempt from these policies.

Financial intermediaries (such as investment advisers and broker-dealers) often establish omnibus accounts in the Funds for their customers through which transactions are placed. The Funds have entered into "information sharing agreements" with these financial intermediaries, which permit the Funds to obtain, upon request, information about the trading activity of the intermediary's customers that invest in the Funds. If the Funds or their service providers identify omnibus account level trading patterns that have the potential to be detrimental to the Funds, the Funds or their service providers may, in their sole discretion, request from the financial intermediary information concerning the trading activity of its customers. Based upon a review of that information, if the Funds or their service providers determine that the trading activity of any customer may be detrimental to the Funds, they may, in their sole discretion, request the financial intermediary to restrict or limit further trading in the Funds by that customer. If the Funds are not satisfied that the intermediary has taken appropriate action, the Funds may terminate the intermediary's ability to transact in Fund shares. When information regarding transactions in the Funds' shares is requested by the Funds and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an "indirect intermediary"), any financial intermediary with whom the Funds have an information sharing agreement is obligated

to obtain transaction information from the indirect intermediary or, if directed by the Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Funds on behalf of other persons.

The Funds and their service providers will use reasonable efforts to work with financial intermediaries to identify excessive short-term trading in omnibus accounts that may be detrimental to the Funds. However, there can be no assurance that the monitoring of omnibus account level trading will enable the Funds to identify or prevent all such trading by a financial intermediary's customers. Please contact your financial intermediary for more information.

REDEMPTION FEE

In an effort to discourage short-term trading and defray costs incurred by shareholders as a result of short-term trading, each Fund charges a 2.00% redemption fee on redemptions (including exchanges) of shares that have been held for less than 90 days. The redemption fee is deducted from the sale proceeds and cannot be paid separately, and any proceeds of the fee are credited to the assets of the applicable Fund. The fee does not apply to shares purchased with reinvested dividends or distributions. In determining how long shares of a Fund have been held, the Fund assumes that shares held by the investor the longest period of time will be sold first.

The redemption fee is applicable to Fund shares purchased either directly from the Funds or through a financial intermediary, such as a broker-dealer. Transactions through financial intermediaries typically are placed with the Funds on an omnibus basis and include both purchase and sale transactions placed on behalf of multiple investors. The Funds request that financial intermediaries assess the redemption fee on customer accounts and collect and remit the proceeds to the Funds. However, the Funds recognize that due to operational and systems limitations, intermediaries' methods for tracking and calculating the fee may be inadequate or differ in some respects from the Funds'. Therefore, to the extent that financial intermediaries are unable to collect the redemption fee, a Fund may not be able to defray the expenses associated with those short-term trades made by that financial intermediary's customers.

Each Fund reserves the right to waive its redemption fee at its discretion when it believes such waiver is in the best interests of the Fund, including with respect to certain categories of redemptions that the Fund reasonably believes may not raise frequent trading or market timing concerns. These categories currently include, but are not limited to, the following: (i) participants in certain group retirement plans whose processing systems are incapable of properly applying the redemption fee to underlying shareholders; (ii) redemptions resulting from certain transfers upon the death of a shareholder;
(iii) redemptions by certain pension plans as required by law or by regulatory authorities; (iv) systematic withdrawals; and (v) retirement loans and withdrawals.

CUSTOMER IDENTIFICATION AND VERIFICATION

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

What this means to you: When you open an account, the Funds will ask your name, address, date of birth, and other information that will allow the Funds to identify you. This information is subject to verification to ensure the identity of all persons opening a mutual fund account.

The Funds are required by law to reject your new account application if the required identifying information is not provided.

In certain instances, the Funds are required to collect documents to fulfill their legal obligation. Documents provided in connection with your application will be used solely to establish and verify your identity.

Attempts to collect the missing information required on the application will be performed by either contacting you or, if applicable, your broker. If this information cannot be obtained within a reasonable timeframe established in the sole discretion of the Funds, your application will be rejected.

Upon receipt of your application in proper form (or upon receipt of all identifying information required on the application), your investment will be accepted and your order will be processed at the next-determined NAV.

Each Fund reserves the right to close or liquidate your account at the next-determined NAV and remit proceeds to you via check if it is unable to verify your identity. Attempts to verify your identity will be performed within a reasonable timeframe established in the sole discretion of the Fund. Further, each Fund reserves the right to hold your proceeds until your original check clears the bank, which may take up to 15 days from the date of purchase. In such an instance, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax implications.

ANTI-MONEY LAUNDERING PROGRAM

Customer identification and verification is part of the Funds' overall obligation to deter money laundering under federal law. The Funds have adopted an anti-money laundering compliance program designed to prevent the Funds from being used for money laundering or the financing of illegal activities. In this regard, the Funds reserve the right to: (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of a Fund or in cases when a Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Funds are required to withhold such proceeds.

UNCLAIMED PROPERTY

Each state has unclaimed property rules that generally provide for escheatment (or transfer) to the state of unclaimed property under various circumstances. Such circumstances include inactivity (e.g., no owner-initiated contact for a certain period), returned mail (e.g., when mail sent to a shareholder is returned by the post office, or "RPO," as undeliverable), or a combination of both inactivity and returned mail. Once it flags property as unclaimed, the applicable Fund will attempt to contact the shareholder, but if that attempt is unsuccessful, the account may be considered abandoned and escheated to the state.

Shareholders that reside in the state of Texas may designate a representative to receive escheatment notifications by completing and submitting a designation form that can be found on the website of the Texas Comptroller. While the designated representative does not have any rights to claim or access the shareholder's account or assets, the escheatment period will cease if the representative communicates knowledge of the shareholder's location and confirms that the shareholder has not abandoned his or her property. If a shareholder designates a representative to receive escheatment notifications, any escheatment notices will be delivered both to the shareholder and the designated representative. A completed designation form may be mailed to the Funds (if shares are held directly with the Funds) or to the shareholder's financial intermediary (if shares are not held directly with the Funds).

More information on unclaimed property and how to maintain an active account is available through your state or by calling 1-855-4-ALPHAONE.

DIVIDENDS AND DISTRIBUTIONS

Each Fund distributes its net investment income and makes distributions of its net realized capital gains, if any, at least annually. If you own Fund shares on a Fund's record date, you will be entitled to receive the distribution. Dividends and distributions will automatically be reinvested in additional shares of a Fund, unless you elect to have the distributions paid in cash. To elect to receive your distribution in cash, you must notify the Fund in writing prior to the date of the distribution. Your election will be effective for dividends and distributions made available by a Fund in cash after the Fund receives your notice. To cancel your election, simply send written notice to the Fund. Distributions from a Fund will be taxable to shareholders whether received in cash or reinvested in additional shares. Shareholders who reinvest distributions in a Fund will be required to pay taxes on such distributions from other resources.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME TAXES. Below is a summary of the U.S. federal income tax consequences of investing in the Funds. This summary is based on current tax laws, which may change. This summary does not apply to shares held in an IRA or other tax-qualified plans, which are generally not subject to current tax. Transactions relating to shares held in such accounts may, however, be taxable at some time in the future.

The Funds intend to distribute substantially all of their net investment income and net realized capital gains, if any. The dividends and distributions you receive, whether in cash or reinvested in additional shares of the Funds, may be subject to federal, state and local taxation, depending upon your tax situation. Income distributions (including distributions of net short-term capital gains), other than distributions of qualified dividend income, are generally taxable at ordinary income tax rates. Long-term capital gains distributions and distributions that are reported by the Funds as qualified dividend income are generally taxable at the rates applicable to long-term capital gains and currently set at a maximum tax rate for individuals at 20% (lower rates apply to individuals in lower tax brackets). Once a year the Funds (or their administrative agent) will send you a statement showing the types and total amount of distributions you received during the previous year.

Each sale of Fund shares may be a taxable event. For tax purposes, an exchange of your Fund shares for shares of a different fund is the same as a sale. The gain or loss on the sale of Fund shares generally are treated as a short-term capital gain or loss if you held the shares for 12 months or less, or a long-term capital gain or loss if you held the shares for longer.

You should note that if you purchase shares just before a distribution, the purchase price would reflect the amount of the upcoming distribution. In this case, you would be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a return of your investment. This is known as "buying a dividend" and should be avoided by taxable investors.

U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% Medicare contribution tax on their "net investment income," including interest, dividends, and capital gains (including capital gains realized on the sale or exchange of shares of a Fund).

The Funds (or their administrative agent) must report to the Internal Revenue Service ("IRS") and furnish to Fund shareholders cost basis information for purchases of Fund shares. In addition to reporting the gross proceeds from the sale of Fund shares, the Funds (or their administrative agent) are also required to report the cost basis information for such shares and indicate whether these shares have a short-term or long-term holding period. For each sale of Fund shares, the Funds will permit shareholders to elect from among several IRS-accepted cost basis methods, including the average basis method. In the absence of an election, the Funds will use the average basis method as the default cost basis method. The cost basis method elected by a Fund shareholder (or the cost basis method applied by default) for each sale of Fund shares may not be changed after the settlement date of each such sale of Fund shares. Fund shareholders should consult with their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about cost basis reporting. Shareholders also should carefully review any cost basis information provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

To the extent a Fund invests in foreign securities, it may be subject to foreign withholding taxes with respect to dividends or interest the Fund received from sources in foreign countries. If more than 50% of the total assets of the Fund consist of foreign securities, the Fund will be eligible to elect to treat some of those taxes as a distribution to shareholders, which would allow shareholders to offset some of their U.S. federal income tax. A Fund (or its administrative agent) will notify you if it makes such an election and provide you with the information necessary to reflect foreign taxes paid on your income tax return.

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

ADDITIONAL INFORMATION

The Trust enters into contractual arrangements with various parties, including, among others, the Funds' investment adviser, custodian, transfer agent, accountants, administrator and distributor, who provide services to the Funds. Shareholders are not parties to, or intended (or "third-party") beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.

This Prospectus and the SAI provide information concerning the Trust and the Funds that you should consider in determining whether to purchase shares of the Funds. The Funds may make changes to this information from time to time. Neither this Prospectus, the SAI or any document filed as an exhibit to the Trust's registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Funds and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.

FINANCIAL HIGHLIGHTS

Because the Funds have not commenced operations as of the date of this Prospectus, financial highlights are not available.

THE ADVISORS' INNER CIRCLE FUND

ALPHAONE FUNDS

INVESTMENT ADVISER

AlphaOne Investment Services, LLC
789 E Lancaster Avenue
Suite 120
Villanova, Pennsylvania 19085

SUB-ADVISER (ALPHAONE VIMCO SMALL CAP VALUE FUND)

Villanova Investment Management Company LLC 789 E Lancaster Avenue
Suite 120
Villanova, Pennsylvania 19085

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

More information about the Funds is available, without charge, through the following:

STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI, dated December 27, 2017, as it may be amended from time to time, includes detailed information about The Advisors' Inner Circle Fund and the Funds. The SAI is on file with the U.S. Securities and Exchange Commission (the "SEC") and is incorporated by reference into this Prospectus. This means that the SAI, for legal purposes, is a part of this Prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS: Once available, these reports will list the Funds' holdings and contain information from the Adviser and the Sub-Adviser about investment strategies, and recent market conditions and trends and their impact on Fund performance. The reports also will contain detailed financial information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT (WHEN AVAILABLE), OR MORE INFORMATION:

BY TELEPHONE: Call 1-855-4-ALPHAONE

BY MAIL:      AlphaOne Funds
              P.O. Box 219009
              Kansas City, Missouri 64121-9009

BY INTERNET:  www.alphaonecapital.com

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual

Reports, as well as other information about The Advisors' Inner Circle Fund, from the EDGAR Database on the SEC's website at: http://www.sec.gov. You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 202-551-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: U.S. Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-1520. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov.

The Trust's Investment Company Act registration number is 811-06400.

ACP-PS-005-0100

STATEMENT OF ADDITIONAL INFORMATION

ALPHAONE NEXTGEN TECHNOLOGY FUND
INSTITUTIONAL CLASS SHARES (AOTIX)
INVESTOR CLASS SHARES (AOTAX)

ALPHAONE VIMCO SMALL CAP VALUE FUND
INSTITUTIONAL CLASS SHARES (VIMIX)
INVESTOR CLASS SHARES (VIMOX)

EACH, A SERIES OF THE ADVISORS' INNER CIRCLE FUND

DECEMBER 27, 2017

INVESTMENT ADVISER:
ALPHAONE INVESTMENT SERVICES, LLC

This Statement of Additional Information ("SAI") is not a prospectus. This SAI is intended to provide additional information regarding the activities and operations of The Advisors' Inner Circle Fund (the "Trust") and the AlphaOne NextGen Technology Fund and AlphaOne VIMCO Small Cap Value Fund (each, a "Fund" and collectively, the "Funds"). This SAI is incorporated by reference into and should be read in conjunction with the Funds' prospectus dated December 27, 2017, as it may be amended from time to time (the "Prospectus"). Capitalized terms not defined herein are defined in the Prospectus. Shareholders may obtain copies of the Prospectus or the Funds' annual or semi-annual report, when available, free of charge by calling 1-855-4-ALPHAONE.

TABLE OF CONTENTS

                                                                            PAGE

THE TRUST .................................................................  S-1
DESCRIPTION OF PERMITTED INVESTMENTS ......................................  S-1
INVESTMENT LIMITATIONS .................................................... S-12
THE ADVISER AND SUB-ADVISER ............................................... S-13
THE PORTFOLIO MANAGERS .................................................... S-16
THE ADMINISTRATOR ......................................................... S-17
THE DISTRIBUTOR ........................................................... S-17
PAYMENTS TO FINANCIAL INTERMEDIARIES ...................................... S-17
THE TRANSFER AGENT ........................................................ S-19
THE CUSTODIAN ............................................................. S-19
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ............................. S-19
LEGAL COUNSEL ............................................................. S-19
TRUSTEES AND OFFICERS OF THE TRUST ........................................ S-19
PURCHASING AND REDEEMING SHARES ........................................... S-28
DETERMINATION OF NET ASSET VALUE .......................................... S-29
TAXES ..................................................................... S-30
FUND TRANSACTIONS ......................................................... S-35
PORTFOLIO HOLDINGS ........................................................ S-37
DESCRIPTION OF SHARES ..................................................... S-38
SHAREHOLDER LIABILITY ..................................................... S-38
LIMITATION OF TRUSTEES' LIABILITY ......................................... S-38
PROXY VOTING .............................................................. S-38
CODES OF ETHICS ........................................................... S-39
PRINCIPAL SHAREHOLDERS AND CONTROL PERSONS ................................ S-39
APPENDIX A -- DESCRIPTION OF RATINGS ......................................  A-1
APPENDIX B -- PROXY VOTING POLICIES AND PROCEDURES ........................  B-1


December 27, 2017                                                ACP-SX-002-0100

THE TRUST

GENERAL. Each Fund is a separate series of the Trust. The Trust is an open-end investment management company established under Massachusetts law as a Massachusetts voluntary association (commonly known as a business trust) under an Agreement and Declaration of Trust dated July 18, 1991, as amended and restated February 18, 1997 and amended May 15, 2012 (the "Declaration of Trust"). The Declaration of Trust permits the Trust to offer separate series ("funds") of shares of beneficial interest ("shares"). The Trust reserves the right to create and issue shares of additional funds. Each fund is a separate mutual fund, and each share of each fund represents an equal proportionate interest in that fund. All consideration received by the Trust for shares of any fund and all assets of such fund belong solely to that fund and would be subject to liabilities related thereto. Each fund of the Trust pays its (i) operating expenses, including fees of its service providers, expenses of preparing prospectuses, proxy solicitation material and reports to shareholders, costs of custodial services and registering its shares under federal and state securities laws, pricing and insurance expenses, brokerage costs, interest charges, taxes and organization expenses, and (ii) pro rata share of the fund's other expenses, including audit and legal expenses. Expenses attributable to a specific fund shall be payable solely out of the assets of that fund. Expenses not attributable to a specific fund are allocated across all of the funds on the basis of relative net assets. The other funds of the Trust are described in one or more separate statements of additional information.

DESCRIPTION OF MULTIPLE CLASSES OF SHARES. The Trust is authorized to offer shares of the Funds in Institutional Class Shares and Investor Class Shares. The different classes provide for variations in certain distribution expenses and in the minimum investment requirements. Minimum investment requirements and investor eligibility are described in the Prospectus. The Trust reserves the right to create and issue additional classes of shares. For more information on distribution expenses, see "Payments to Financial Intermediaries" in this SAI.

VOTING RIGHTS. Each shareholder of record is entitled to one vote for each share held on the record date for the meeting. Each Fund will vote separately on matters relating solely to it. As a Massachusetts voluntary association, the Trust is not required, and does not intend, to hold annual meetings of shareholders. Approval of shareholders will be sought, however, for certain changes in the operation of the Trust and for the election of the Board of Trustees of the Trust (each a "Trustee" and together, the "Board") under certain circumstances. Under the Declaration of Trust, the Trustees have the power to liquidate each Fund without shareholder approval. While the Trustees have no present intention of exercising this power, they may do so if a Fund fails to reach a viable size within a reasonable amount of time or for such other reasons as may be determined by the Board.

In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon the written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.

Any series of the Trust created on or after November 11, 1996 may reorganize or merge with one or more other series of the Trust or of another investment company. Any such reorganization or merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by the Trustees and entered into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized by vote of a majority of the Trustees then in office and, to the extent permitted by applicable law and the Declaration of Trust, without the approval of shareholders of any series.

NON-DIVERSIFICATION. The AlphaOne NextGen Technology Fund is non-diversified, as that term is defined under the Investment Company Act of 1940, as amended (the "1940 Act"), which means that the Fund may invest a greater percentage of its total assets in the securities of fewer issuers than a "diversified" fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a "diversified" fund holding a greater number of investments. Accordingly, the value of the shares of the Fund may be more susceptible to any single economic, political or regulatory occurrence than the shares of a "diversified" fund would be. The Fund intends to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"). For more information, see "Taxes" below. The AlphaOne VIMCO Small Cap Value Fund is classified as a "diversified" investment company under the 1940 Act.

DESCRIPTION OF PERMITTED INVESTMENTS

Each Fund's investment objective and principal investment strategies are described in the Prospectus. The following information supplements, and should be read in conjunction with, the Prospectus. The following are descriptions of the permitted investments and investment practices of the Funds and the associated risk factors. Each Fund may invest in any of the following instruments or engage in any of the following investment practices unless such investment or activity is inconsistent with or is not permitted by the Fund's stated investment policies, including those stated below.

S-1

EQUITY SECURITIES

TYPES OF EQUITY SECURITIES:

COMMON STOCKS -- Common stocks represent units of ownership in a company. Common stocks usually carry voting rights and earn dividends. Unlike preferred stocks, which are described below, dividends on common stocks are not fixed but are declared at the discretion of the company's board of directors.

PREFERRED STOCKS -- Preferred stocks are also units of ownership in a company. Preferred stocks normally have preference over common stock in the payment of dividends and the liquidation of the company. However, in all other respects, preferred stocks are subordinated to the liabilities of the issuer. Unlike common stocks, preferred stocks are generally not entitled to vote on corporate matters. Types of preferred stocks include adjustable-rate preferred stock, fixed dividend preferred stock, perpetual preferred stock, and sinking fund preferred stock. Generally, the market values of preferred stock with a fixed dividend rate and no conversion element vary inversely with interest rates and perceived credit risk.

RISKS OF INVESTING IN EQUITY SECURITIES:

GENERAL RISKS OF INVESTING IN STOCKS -- While investing in stocks allows investors to participate in the benefits of owning a company, such investors must accept the risks of ownership. Unlike bondholders, who have preference to a company's earnings and cash flow, preferred stockholders, followed by common stockholders in order of priority, are entitled only to the residual amount after a company meets its other obligations. For this reason, the value of a company's stock will usually react more strongly to actual or perceived changes in the company's financial condition or prospects than its debt obligations. Stockholders of a company that fares poorly can lose money.

Stock markets tend to move in cycles with short or extended periods of rising and falling stock prices. The value of a company's stock may fall because of:

* Factors that directly relate to that company, such as decisions made by its management or lower demand for the company's products or services;

* Factors affecting an entire industry, such as increases in production costs; and

* Changes in general financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates, currency exchange rates or inflation rates.

Because preferred stock is generally junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics.

SMALL- AND MEDIUM-SIZED COMPANIES -- Investors in small- and medium-sized companies typically take on greater risk and price volatility than they would by investing in larger, more established companies. This increased risk may be due to the greater business risks of their small or medium size, limited markets and financial resources, narrow product lines and frequent lack of management depth. The securities of small- and medium-sized companies are often traded in the over-the-counter market and might not be traded in volumes typical of securities traded on a national securities exchange. Thus, the securities of small and medium capitalization companies are likely to be less liquid, and subject to more abrupt or erratic market movements, than securities of larger, more established companies.

MASTER LIMITED PARTNERSHIPS -- Master Limited Partnerships ("MLPs") are limited partnerships or limited liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, an MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Code.

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These qualifying sources include activities such as the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources. To the extent that an MLP's interests are concentrated in a particular industry or sector, such as the energy sector, the MLP will be negatively impacted by economic events adversely impacting that industry or sector. MLPs that are formed as limited partnerships generally have two classes of owners, the general partner and limited partners, while MLPs that are formed as limited liability companies generally have two analogous classes of owners, the managing member and the members. For purposes of this section, references to general partners also apply to managing members and references to limited partners also apply to members.

The general partner is typically owned by a major energy company, an investment fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an equity interest of as much as 2% in the MLP plus, in many cases, ownership of common units and subordinated units. A holder of general partner interests can be liable under certain circumstances for amounts greater than the amount of the holder's investment in the general partner interest. General partner interests are not publicly traded and generally cannot be converted into common units. The general partner interest can be redeemed by the MLP if the MLP unitholders choose to remove the general partner, typically with a supermajority vote by limited partner unitholders.

Limited partners own the remainder of the MLP through ownership of common units and have a limited role in the MLP's operations and management. Common units are listed and traded on U.S. securities exchanges, with their value fluctuating predominantly based on prevailing market conditions and the success of the MLP. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and have no ability annually to elect directors. In the event of liquidation, common units have preference over subordinated units, but not over debt or preferred units, to the remaining assets of the MLP.

MLPs are typically structured such that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount ("minimum quarterly distributions" or "MQD"). Common and general partner interests also accrue arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the general partner can reach a tier where it receives 50% of every incremental dollar paid to common and subordinated unit holders. These incentive distributions encourage the general partner to streamline costs, increase capital expenditures and acquire assets in order to increase the partnership's cash flow and raise the quarterly cash distribution in order to reach higher tiers. Such results benefit all security holders of the MLP.

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REAL ESTATE INVESTMENT TRUSTS -- A real estate investment trust ("REIT") is a corporation or business trust (that would otherwise be taxed as a corporation) which meets the definitional requirements of the Code. The Code permits a qualifying REIT to deduct from taxable income the dividends paid, thereby effectively eliminating corporate level federal income tax and making the REIT a pass-through vehicle for federal income tax purposes. To meet the definitional requirements of the Code, a REIT must, among other things: invest substantially all of its assets in interests in real estate (including mortgages and other REITs), cash and government securities; derive most of its income from rents from real property or interest on loans secured by mortgages on real property; and distribute annually 90% or more of its otherwise taxable income to shareholders.

REITs are sometimes informally characterized as Equity REITs and Mortgage REITs. An Equity REIT invests primarily in the fee ownership or leasehold ownership of land and buildings; a Mortgage REIT invests primarily in mortgages on real property, which may secure construction, development or long-term loans.

REITs may be affected by changes in underlying real estate values, which may have an exaggerated effect to the extent that REITs in which the Funds invest may concentrate investments in particular geographic regions or property types. Certain REITs have relatively small market capitalization, which may tend to increase the volatility of the market price of securities issued by such REITs. Additionally, rising interest rates may cause investors in REITs to demand a higher annual yield from future distributions, which may in turn decrease market prices for equity securities issued by REITs. Rising interest rates also generally increase the costs of obtaining financing, which could cause the value of a Fund's investments to decline. During periods of declining interest rates, certain Mortgage REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may diminish the yield on securities issued by such Mortgage REITs. Equity and Mortgage REITs are also subject to heavy cash flow dependency defaults by borrowers and self-liquidation. In addition, Mortgage REITs may be affected by the ability of borrowers to repay when due the debt extended by the REIT and Equity REITs may be affected by the ability of tenants to pay rent. The above factors may adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

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Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects. By investing in REITs indirectly through a Fund, a shareholder will bear not only his proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the Code or to maintain their exemptions from registration under the 1940 Act.

The Funds may be subject to the risks associated with the direct ownership of real estate. For example, real estate values may fluctuate as a result of general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, demographic trends and variations in rental income, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhood values, related party risks, changes in how appealing properties are to tenants, changes in interest rates and other real estate capital market influences.

FOREIGN SECURITIES

Foreign securities are debt and equity securities that are traded in markets outside of the United States. The markets in which these securities are located can be developed or emerging. Consistent with their investment strategies, the Funds can invest in foreign securities in a number of ways:

* They can invest directly in foreign securities denominated in a foreign currency;

* They can invest in American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and other similar global instruments; and

* They can invest in investment funds.

TYPES OF FOREIGN SECURITIES:

AMERICAN DEPOSITARY RECEIPTS -- ADRs as well as other "hybrid" forms of ADRs, including EDRs and Global Depositary Receipts ("GDRs"), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. A custodian bank or similar financial institution in the issuer's home country holds the underlying shares in trust. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. ADRs are subject to many of the risks associated with investing directly in foreign securities. EDRs are similar to ADRs, except that they are typically issued by European banks or trust companies.

ADRs can be sponsored or unsponsored. While these types are similar, there are differences regarding a holder's rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the

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facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other services. Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer's request. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through, to the holders of the receipts, voting rights with respect to the deposited securities.

EMERGING MARKETS -- An "emerging market" country is generally a country that the International Bank for Reconstruction and Development ("World Bank") and the International Finance Corporation would consider to be an emerging or developing country. Typically, emerging markets are in countries that are in the process of industrialization, with lower gross national products ("GNPs") than more developed countries.

INVESTMENT FUNDS -- Some emerging market countries currently prohibit direct foreign investment in the securities of their companies. Certain emerging market countries, however, permit indirect foreign investment in the securities of companies listed and traded on their stock exchanges through investment funds that they have specifically authorized. Investments in these investment funds are subject to the provisions of the 1940 Act. If a Fund invests in such investment funds, shareholders will bear not only their proportionate share of the expenses of the Fund (including operating expenses and the fees of the Adviser), but also will indirectly bear similar expenses of the underlying investment funds. In addition, these investment funds may trade at a premium over their net asset value ("NAV").

RISKS OF FOREIGN SECURITIES:

Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

POLITICAL AND ECONOMIC FACTORS -- Local political, economic, regulatory, or social instability, military action or unrest, or adverse diplomatic developments may affect the value of foreign investments. Listed below are some of the more important political and economic factors that could negatively affect an investment in foreign securities:

* The economies of foreign countries may differ from the economy of the United States in such areas as growth of GNP, rate of inflation, capital reinvestment, resource self-sufficiency, budget deficits and national debt;

* Foreign governments sometimes participate to a significant degree, through ownership interests or regulation, in their respective economies. Actions by these governments could significantly influence the market prices of securities and payment of dividends;

* The economies of many foreign countries are dependent on international trade and their trading partners and they could be severely affected if their trading partners were to enact protective trade barriers and economic conditions;

* The internal policies of a particular foreign country may be less stable than in the United States. Other countries face significant external political risks, such as possible claims of sovereignty by other countries or tense and sometimes hostile border clashes; and

* A foreign government may act adversely to the interests of U.S. investors, including expropriation or nationalization of assets, confiscatory taxation and other restrictions on U.S. investment. A country may restrict or control foreign investments in its securities markets. These restrictions could limit the Funds' ability to invest in a particular country or make it very expensive for the Funds to invest in that country. Some countries require prior governmental approval, limit the types or amount of securities or companies in which a foreigner can invest or may restrict the ability of foreign investors to repatriate their investment income and capital gains.

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In June 2016, the United Kingdom (the "UK") voted in a referendum to leave the European Union ("EU"). Although the precise timeframe for "Brexit" is uncertain, the UK formally notified the European Council of its intention to withdraw from the EU by invoking article 50 of the Lisbon Treaty in March 2017, and this formal notification began a two-year period of negotiations regarding the terms of the UK's exit from the EU. It is unclear how withdrawal negotiations will be conducted and what the potential consequences may be. In addition, it is possible that measures could be taken to revote on the issue of Brexit, or that portions of the UK could seek to separate and remain a part of the EU. As a result of the political divisions within the UK and between the UK and the EU that the referendum vote has highlighted and the uncertain consequences of a Brexit, the UK and European economies and the broader global economy could be significantly impacted, which may result in increased volatility and illiquidity, and potentially lower economic growth in markets in the UK, Europe and globally that could potentially have an adverse effect on the value of the Funds' investments.

INFORMATION AND SUPERVISION -- There is generally less publicly available information about foreign companies than companies based in the United States. For example, there are often no reports and ratings published about foreign companies comparable to the ones written about U.S. companies. Foreign companies are typically not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies. The lack of comparable information makes investment decisions concerning foreign companies more difficult and less reliable than those concerning domestic companies.

STOCK EXCHANGE AND MARKET RISK -- The investment managers anticipate that in most cases an exchange or over-the-counter market located outside of the United States will be the best available market for foreign securities. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as the markets in the United States. Foreign stock markets tend to differ from those in the United States in a number of ways.

Foreign stock markets:

* Are generally more volatile than, and not as developed or efficient as, those in the United States;

* Have substantially less volume;

* Trade securities that tend to be less liquid and experience rapid and erratic price movements;

* Have generally higher commissions and are subject to set minimum rates, as opposed to negotiated rates;

* Employ trading, settlement and custodial practices less developed than those in U.S. markets; and

* May have different settlement practices, which may cause delays and increase the potential for failed settlements.

Foreign markets may offer less protection to shareholders than U.S. markets because:

* Foreign accounting, auditing, and financial reporting requirements may render a foreign corporate balance sheet more difficult to understand and interpret than one subject to U.S. law and standards;

* Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a timely basis;

* In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies than in the United States;

* Over-the-counter markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated;

* Economic or political concerns may influence regulatory enforcement and may make it difficult for shareholders to enforce their legal rights; and

* Restrictions on transferring securities within the United States or to U.S. persons may make a particular security less liquid than foreign securities of the same class that are not subject to such restrictions.

FOREIGN CURRENCY RISK -- While each Fund denominates its NAV in U.S. dollars, the securities of foreign companies are frequently denominated in foreign currencies. Thus, a change in the value of a foreign currency against the U.S. dollar will

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result in a corresponding change in value of securities denominated in that currency. Some of the factors that may impair the investments denominated in a foreign currency are:

* It may be expensive to convert foreign currencies into U.S. dollars and vice versa;

* Complex political and economic factors may significantly affect the values of various currencies, including the U.S. dollar, and their exchange rates;

* Government intervention may increase risks involved in purchasing or selling foreign currency options, forward contracts and futures contracts, since exchange rates may not be free to fluctuate in response to other market forces;

* There may be no systematic reporting of last sale information for foreign currencies or regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis;

* Available quotation information is generally representative of very large round-lot transactions in the inter-bank market and thus may not reflect exchange rates for smaller odd-lot transactions (less than $1 million) where rates may be less favorable; and

* The inter-bank market in foreign currencies is a global, around-the-clock market. To the extent that a market is closed while the markets for the underlying currencies remain open, certain markets may not always reflect significant price and rate movements.

TAXES -- Certain foreign governments levy withholding taxes on dividend and interest income. Although in some countries it is possible for the Funds to recover a portion of these taxes, the portion that cannot be recovered will reduce the income the Funds receive from their investments.

EMERGING MARKETS -- Investing in emerging markets may magnify the risks of foreign investing. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and economies. In particular, countries with emerging markets may:

* Have relatively unstable governments;

* Present greater risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets;

* Offer less protection of property rights than more developed countries; and

* Have economies that are based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.

Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

ILLIQUID SECURITIES

A Fund may purchase or hold illiquid securities, including securities that are not readily marketable and securities that are not registered ("restricted securities") under the Securities Act of 1933, as amended (the "1933 Act"), but which can be offered and sold to "qualified institutional buyers" under Rule 144A under the 1933 Act. A Fund will not invest more than 15% of its net assets in illiquid securities. If the percentage of a Fund's net assets invested in illiquid securities exceeds 15% due to market activity, the Fund will take appropriate measures to reduce its holdings of illiquid securities. The term "illiquid securities" for this purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has valued the securities.

Under current U.S. Securities and Exchange Commission (the "SEC") staff guidelines, illiquid securities also are considered to include, among other securities, purchased OTC options, certain cover for OTC options, repurchase agreements with maturities in excess of seven days, and certain securities whose disposition is restricted under the federal securities laws. The Funds may not be able to sell illiquid securities when the investment managers consider it desirable to do so or may have to sell such securities at a price that is lower than the price that could be obtained if the securities were more liquid. In addition, the sale of illiquid securities also may require more time and may result in higher dealer discounts and other selling expenses than does the sale of securities that are not illiquid. Illiquid securities also may be more difficult to value due to the unavailability of reliable

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market quotations for such securities, and investment in illiquid securities may have an adverse impact on NAV.

Institutional markets for restricted securities have developed as a result of the promulgation of Rule 144A under the 1933 Act, which provides a "safe harbor" from 1933 Act registration requirements for qualifying sales to institutional investors. When Rule 144A restricted securities present an attractive investment opportunity and meet other selection criteria, a Fund may make such investments whether or not such securities are "illiquid" depending on the market that exists for the particular security. The Board has delegated the responsibility for determining the liquidity of Rule 144A restricted securities that a Fund may invest in to the investment managers.

MONEY MARKET SECURITIES

Money market securities include short-term U.S. government securities; custodial receipts evidencing separately traded interest and principal components of securities issued by the U.S. Treasury; commercial paper rated in the highest short-term rating category by a nationally recognized statistical ratings organization ("NRSRO"), such as Standard and Poor's Ratings Service ("S&P") or Moody's Investor Service ("Moody's"), or determined by the investment managers to be of comparable quality at the time of purchase; short-term bank obligations (certificates of deposit, time deposits and bankers' acceptances) of U.S. commercial banks with assets of at least $1 billion as of the end of their most recent fiscal year; and repurchase agreements involving such securities. Each of these money market securities are described above. For a description of ratings, see "Appendix A -- Description of Ratings."

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

REPURCHASE AGREEMENTS -- A Fund may enter into repurchase agreements with financial institutions. A repurchase agreement is an agreement under which a fund acquires a fixed income security (generally a security issued by the U.S. government or an agency thereof, a banker's acceptance, or a certificate of deposit) from a commercial bank, broker, or dealer, and simultaneously agrees to resell such security to the seller at an agreed upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The acquisition of a repurchase agreement may be deemed to be an acquisition of the underlying securities as long as the obligation of the seller to repurchase the securities is collateralized fully. The Funds follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions only with creditworthy financial institutions whose condition will be continually monitored by the investment managers. The repurchase agreements entered into by a Fund will provide that the underlying collateral at all times shall have a value at least equal to 102% of the resale price stated in the agreement and consist only of securities permissible under Section 101(47)(A)(i) of the Bankruptcy Code (the investment managers monitor compliance with this requirement). Under all repurchase agreements entered into by a Fund, the custodian or its agent must take possession of the underlying collateral. In the event of a default or bankruptcy by a selling financial institution, the Fund will seek to liquidate such collateral. However, the exercising of the Fund's right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. A Fund may enter into "tri-party" repurchase agreements. In "tri-party" repurchase agreements, an unaffiliated third party custodian maintains accounts to hold collateral for the Fund and its counterparties and, therefore, the Fund may be subject to the credit risk of those custodians. It is the current policy of each Fund not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held by that Fund, amounts to more than 15% of the Fund's total assets. There is no limit on the amount of a Fund's assets that may be invested in repurchase agreements with maturities that are within seven days of investment. The investments of a Fund in repurchase agreements, at times, may be substantial when, in the view of the investment managers, liquidity or other considerations so warrant.

REVERSE REPURCHASE AGREEMENTS -- A Fund may enter into reverse repurchase agreements, which involve the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. Generally, the effect of such a transaction is that a Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while the Fund will be able to keep the interest income associated with those portfolio securities. Such transactions are advantageous only if the interest cost to a Fund of the reverse repurchase transaction is less than the cost of obtaining the cash otherwise. Opportunities to achieve this advantage may not

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always be available, and each Fund intends to use the reverse repurchase technique only when it will be advantageous to the Fund. Each Fund will in each instance establish a segregated account with the Fund's custodian bank in which the Fund will maintain cash or cash equivalents or other portfolio securities equal in value to the Fund's obligations in respect of reverse repurchase agreements.

SECURITIES OF OTHER INVESTMENT COMPANIES

The Funds may invest in shares of other investment companies, to the extent permitted by applicable law and subject to certain restrictions. These investment companies typically incur fees that are separate from those fees incurred directly by the Funds. A Fund's purchase of such investment company securities results in the layering of expenses, such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees, in addition to paying the Fund's expenses. Unless an exception is available, Section 12(d)(1)(A) of the 1940 Act prohibits a fund from (i) acquiring more than 3% of the voting shares of any one investment company, (ii) investing more than 5% of its total assets in any one investment company, and (iii) investing more than 10% of its total assets in all investment companies combined, including its exchange-traded funds ("ETF") investments.

For hedging or other purposes, the Funds may invest in investment companies that seek to track the composition and/or performance of specific indexes or portions of specific indexes. Certain of these investment companies, known as ETFs are traded on a securities exchange. The market prices of index-based investments will fluctuate in accordance with changes in the underlying portfolio securities of the investment company and also due to supply and demand of the investment company's shares on the exchange upon which the shares are traded. Index-based investments may not replicate or otherwise match the composition or performance of their specified index due to transaction costs, among other things.

Pursuant to orders issued by the SEC to each of certain iShares, Market Vectors, Vanguard, ProShares, PowerShares, Guggenheim (formerly, Claymore), Direxion, WisdomTree, Rydex, First Trust and SPDR ETFs (collectively, the "ETFs") and procedures approved by the Board, each Fund may invest in the ETFs in excess of the 3% limit described above, provided that the Fund otherwise complies with the conditions of the SEC order, as it may be amended, and any other applicable investment limitations. Neither the ETFs nor their investment advisers make any representations regarding the advisability of investing in the ETFs.

SECURITIES LENDING

Each Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Board. These loans, if and when made, may not exceed 33 1/3% of the total asset value of a Fund (including the loan collateral). The Funds will not lend portfolio securities to the investment managers or their affiliates unless permissible under the 1940 Act and the rules and promulgations thereunder. Loans of portfolio securities will be fully collateralized by cash, letters of credit or U.S. government securities, and the collateral will be maintained in an amount equal to at least 100% of the current market value of the loaned securities by marking-to-market daily. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of a Fund.

The Funds may pay a part of the interest earned from the investment of collateral, or other fee, to an unaffiliated third party for acting as the Funds' securities lending agent, but will bear all of any losses from the investment of collateral.

By lending its securities, a Fund may increase its income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities as well as by either investing cash collateral received from the borrower in short-term instruments or obtaining a fee from the borrower when U.S. government securities or letters of credit are used as collateral. Investing cash collateral subjects a Fund to market risk. A Fund remains obligated to return all collateral to the borrower under the terms of its securities lending arrangements, even if the value of investments made with the collateral decline. Accordingly, if the value of a security in which the cash collateral has been invested declines, the loss would be borne by the Fund, and the Fund may be required to liquidate other investments in order to return collateral to the borrower at the end of the loan. Each Fund will adhere to the following conditions whenever its portfolio securities are loaned: (i) the Fund must receive at least 100% cash collateral or equivalent securities of the type discussed above from the borrower; (ii) the borrower

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must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Fund may pay only reasonable fees in connection with the loan (which fees may include fees payable to the lending agent, the borrower, the Fund's administrator and the custodian); and (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material event adversely affecting the investment occurs, the Fund must terminate the loan and regain the right to vote the securities. In such instances, the investment managers will vote the securities in accordance with their proxy voting policies and procedures. The Board has adopted procedures reasonably designed to ensure that the foregoing criteria will be met. Loan agreements involve certain risks in the event of default or insolvency of the borrower, including possible delays or restrictions upon a Fund's ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.

SHORT SALES -- As consistent with a Fund's investment objective, the Fund may engage in short sales that are either "uncovered" or "against the box." A short sale is "against the box" if at all times during which the short position is open, a Fund owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to the Fund with respect to the securities that are sold short.

Uncovered short sales are transactions under which a Fund sells a security it does not own. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out.

Until a Fund closes its short position or replaces the borrowed security, the Fund may: (a) segregate cash or liquid securities at such a level that the amount segregated plus the amount deposited with the broker as collateral will equal the current value of the security sold short; or (b) otherwise cover the Fund's short position.

SPECIAL RISKS OF CYBER ATTACKS -- As with any entity that conducts business through electronic means in the modern marketplace, the Funds, and their service providers, may be susceptible to operational and information security risks resulting from cyber attacks. Cyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential information, unauthorized access to relevant systems, compromises to networks or devices that the Funds and their service providers use to service the Funds' operations, ransomware, operational disruption or failures in the physical infrastructure or operating systems that support the Funds and their service providers, or various other forms of cyber security breaches. Cyber attacks affecting the Funds, the Adviser, the Sub-Adviser, the Funds' distributor or custodian, or any other of the Funds' intermediaries or service providers may adversely impact the Funds and their shareholders, potentially resulting in, among other things, financial losses or the inability of Fund shareholders to transact business. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact a Fund's ability to calculate its NAV, cause the release of private shareholder information or confidential business information, impede trading, subject the Funds to regulatory fines or financial losses and/or cause reputational damage. The Funds may also incur additional costs for cyber security risk management purposes designed to mitigate or prevent the risk of cyber attacks. Such costs may be ongoing because threats of cyber attacks are constantly evolving as cyber attackers become more sophisticated and their techniques become more complex. Similar types of cyber security risks are also present for issuers of securities in which the Funds may invest, which could result in material adverse consequences for such issuers and may cause a Fund's investments in such companies to lose value. There can be no assurance that the Funds, the Funds' service providers, or the issuers of the securities in which the Funds invest will not suffer losses relating to cyber attacks or other information security breaches in the future.

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INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

In addition to each Fund's investment objective, the following investment limitations are fundamental, which means that a Fund cannot change them without approval by the vote of a majority of the outstanding shares of that Fund. The phrase "majority of the outstanding shares" means the vote of (i) 67% or more of a Fund's shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of the Fund's outstanding shares, whichever is less.

1. Each Fund may not concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that the Fund may invest without limitation in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and repurchase agreements involving such securities or tax-exempt obligations of state or municipal governments and their political subdivisions; provided, however, that the AlphaOne NextGen Technology Fund will concentrate its investments in securities of technology companies.

2. Each Fund may borrow money or issue senior securities (as defined under the 1940 Act), except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

3. Each Fund may make loans, except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

4. Each Fund may purchase or sell commodities or real estate, except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

5. Each Fund may underwrite securities issued by other persons, except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

Further,

6. The AlphaOne VIMCO Small Cap Value Fund may purchase securities of an issuer, except if such purchase would cause the Fund to fail to satisfy the diversification requirement for a diversified management company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

NON-FUNDAMENTAL POLICIES

The following investment limitations of each Fund are non-fundamental and may be changed by the Board without shareholder approval.

1. Each Fund may not purchase an investment if, as a result, more than 15% of the value of the Fund's net assets would be invested in illiquid securities.

2. Each Fund may not invest in unmarketable interests in real estate limited partnerships or invest directly in real estate. For the avoidance of doubt, the foregoing policy does not prevent the Fund from, among other things, purchasing marketable securities of companies that deal in real estate or interests therein (including REITs).

3. Each Fund may purchase or sell financial and physical commodities, commodity contracts based on (or relating to) physical commodities or financial commodities and securities and derivative instruments whose values are derived from (in whole or in part) physical commodities or financial commodities.

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The following descriptions of certain provisions of the 1940 Act may assist investors in understanding the above policies and restrictions:

DIVERSIFICATION. Under the 1940 Act, a diversified investment management company, as to 75% of its total assets, may not purchase securities of any issuer (other than securities issued or guaranteed by the U.S. government, its agents or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer's outstanding voting securities would be held by the fund.

CONCENTRATION. The SEC staff has defined concentration as investing 25% or more of an investment company's net assets in an industry, with certain exceptions.

BORROWING. The 1940 Act presently allows a fund to borrow from any bank in an amount up to 33 1/3% of its total assets (including the amount borrowed) and to borrow for temporary purposes in an amount not exceeding 5% of the value of its total assets.

SENIOR SECURITIES. Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation.

LENDING. Under the 1940 Act, a fund may only make loans if expressly permitted by its investment policies.

UNDERWRITING. Under the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.

COMMODITIES AND REAL ESTATE. The 1940 Act does not directly restrict an investment company's ability to invest in commodities or real estate, but does require that every investment company have a fundamental investment policy governing such investments.

Except with respect to Fund policies concerning borrowing, if a percentage restriction is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in values or assets will not constitute a violation of such restriction. With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances causes a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of illiquid instruments back within the limitation as soon as reasonably practicable. With respect to the limitation on borrowing, in the event that a subsequent change in net assets or other circumstances causes a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of borrowing back within the limitation within three days thereafter (not including Sundays and holidays).

THE ADVISER AND SUB-ADVISER

INVESTMENT ADVISER

GENERAL. The Adviser, AlphaOne Investment Services, LLC ("AlphaOne" or the "Adviser") is a professional investment management firm registered with the SEC under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Adviser was established in 2008 as a Delaware limited liability company. The Adviser is a wholly owned subsidiary of AlphaOne Capital Partners, LLC, which, in turn, is a wholly owned subsidiary of AlphaOne Holding, LLC, a private company owned by Paul J. Hondros. As of October 31, 2017, the Adviser had approximately $357.3 million in assets under management. The Adviser's principal business address is 789 E Lancaster Avenue, Suite 120, Villanova, Pennsylvania 19085.

S-13

ADVISORY AGREEMENT. The Trust and the Adviser have entered into an investment advisory agreement dated March 24, 2011 (the "Advisory Agreement") with respect to the Funds. Under the Advisory Agreement, the Adviser serves as the investment adviser and makes investment decisions for the Funds and continuously reviews, supervises and administers the Funds' investment programs, subject to the supervision of, and policies established by, the Trustees.

After the initial two-year term, the continuance of the Advisory Agreement must be specifically approved at least annually: (i) by the vote of the Trustees or by a vote of the majority of the outstanding voting securities of each Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Trustees or, with respect to any Fund, by a majority of the outstanding voting securities of the Fund or, by the Adviser, on not less than 30 days' nor more than 60 days' written notice to the Trust. As used in the Advisory Agreement, the terms "majority of the outstanding voting securities," "interested persons" and "assignment" have the same meaning as such terms in the 1940 Act.

ADVISORY FEES PAID TO THE ADVISER. For its services under the Advisory Agreement, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at the following annual rates based on the average daily net assets of each Fund:

-------------------------------------------------------------------------
FUND                                                    ADVISORY FEE
-------------------------------------------------------------------------
AlphaOne NextGen Technology Fund                            0.90%
-------------------------------------------------------------------------
AlphaOne VIMCO Small Cap Value Fund                         0.90%
-------------------------------------------------------------------------

The Adviser may, from its own resources, compensate broker-dealers whose clients purchase shares of a Fund. The Adviser pays the Sub-Adviser out of the advisory fee it receives from the AlphaOne VIMCO Small Cap Value Fund.

--------------------------------------------------------------------------------
FUND                                                 CONTRACTUAL EXPENSE LIMIT
--------------------------------------------------------------------------------
AlphaOne NextGen Technology Fund                              1.40%
--------------------------------------------------------------------------------
AlphaOne VIMCO Small Cap Value Fund                           1.40%
--------------------------------------------------------------------------------

In addition, the Adviser may receive from a Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the recoupment if at any point total annual Fund operating expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or

S-14

expense reimbursement and (ii) at the time of the recoupment. This agreement may be terminated: (i) by the Board, for any reason at any time, or (ii) by the Adviser, upon ninety (90) days' prior written notice to the Trust, effective as of the close of business on February 28, 2021.

INVESTMENT SUB-ADVISER

VIMCO

GENERAL. Villanova Investment Management Company LLC is a professional investment management firm registered with the SEC under the Advisers Act. VIMCO was established in 2016 as a Delaware limited liability company. VIMCO is majority-owned by Berlansky/Trumpbour Investment Management Company LLC, which, in turn, is owned by Messrs. Rastislav Berlansky and Edward A. Trumpbour. AlphaOne Capital Partners, LLC is a minority owner of VIMCO. VIMCO's principal business address is 789 E Lancaster Avenue, Suite 120, Villanova, Pennsylvania 19085. As of October 31, 2017, VIMCO had approximately $5.9 million in assets under management.

SUB-ADVISORY AGREEMENT. VIMCO and the Adviser have entered into an investment sub-advisory agreement dated December 20, 2017 (the "Sub-Advisory Agreement"). Under the Sub-Advisory Agreement, VIMCO serves as the investment sub-adviser for the AlphaOne VIMCO Small Cap Value Fund, makes investment decisions for the Fund and administers the investment program of the Fund, subject to the supervision of, and policies established by, the Adviser and the Board. After the initial two-year term, the continuance of the Sub-Advisory Agreement must be specifically approved at least annually: (i) by the vote of the Trustees or by a vote of the majority of the outstanding voting securities of the AlphaOne VIMCO Small Cap Value Fund and (ii) by the vote of a majority of the Trustees who are not parties to the Sub-Advisory Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Trustees or by a majority of the outstanding voting securities of the AlphaOne VIMCO Small Cap Value Fund, by the Adviser on not less than 30 days' nor more than 60 days' written notice to VIMCO, or by VIMCO on not less than 30 days' nor more than 60 days' written notice to the Adviser.

SUB-ADVISORY FEES. For its services provided to the AlphaOne VIMCO Small Cap Value Fund pursuant to the Sub-Advisory Agreement, VIMCO is entitled to a fee from the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.675% of the Fund's average daily net assets.

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THE PORTFOLIO MANAGERS

This section includes information about the Funds' portfolio managers, including information about other accounts managed, the dollar range of Fund shares owned and how they are compensated.

COMPENSATION.

ALPHAONE. The Adviser compensates the portfolio manager for his management of the AlphaOne NextGen Technology Fund. The portfolio manager's compensation consists of a combination of salary and bonus. The portfolio manager's bonus is calculated based on a profit sharing program which calibrates net profits derived from the portfolio manager's individual strategy with the strength and quality of the stock picking of the portfolio manager.

VIMCO. The compensation of the portfolio managers will be based on the profitability of VIMCO and will consist of base salary, benefits and residual cash flows, the amount of which will reflect their corresponding equity ownership in the firm.

FUND SHARES OWNED BY THE PORTFOLIO MANAGERS. The Funds are required to show the dollar amount range of each portfolio manager's "beneficial ownership" of shares of the Funds as of the end of the most recently completed fiscal year. Dollar amount ranges disclosed are established by the SEC. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the "1934 Act"). Because the Funds are new, as of the date of this SAI, the portfolio managers did not beneficially own shares of any Fund.

OTHER ACCOUNTS. In addition to the Funds, the portfolio managers may also be responsible for the day-to-day management of certain other accounts, as indicated by the following table. The information below is provided as of October 31, 2017.

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

                                    REGISTERED                  OTHER POOLED
                                INVESTMENT COMPANIES         INVESTMENT VEHICLES                OTHER ACCOUNTS
-------------------------------------------------------------------------------------------------------------------------
                              NUMBER OF                    NUMBER OF      TOTAL ASSETS     NUMBER OF      TOTAL ASSETS
NAME                          ACCOUNTS    TOTAL ASSETS     ACCOUNTS        (MILLIONS)      ACCOUNTS        (MILLIONS)
-------------------------------------------------------------------------------------------------------------------------
ALPHAONE
-------------------------------------------------------------------------------------------------------------------------
Dan Niles                        0            $0              1(1)            $52.0            0               $0
-------------------------------------------------------------------------------------------------------------------------
VIMCO
-------------------------------------------------------------------------------------------------------------------------
Rastislav Berlansky, CFA         0            $0              1                $4.3            1              $1.6
-------------------------------------------------------------------------------------------------------------------------
Edward A. Trumpbour              0            $0              1                $4.3            1              $1.6
-------------------------------------------------------------------------------------------------------------------------

(1) This account is subject to a performance-based advisory fee.

CONFLICTS OF INTEREST. The portfolio managers' management of "other accounts" may give rise to potential conflicts of interest in connection with their management of a Fund's investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as a Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby a portfolio manager could favor one account over another. Another potential conflict could include the portfolio managers' knowledge about the size, timing and possible market impact of Fund trades, whereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage of a Fund. In addition, it is also possible that a potential conflict of interest may arise because a portfolio manager manages an

S-16

account with a performance-based management fee in addition to a Fund and other accounts without a performance-based fee. However, the Adviser and the Sub-Adviser have established policies and procedures to ensure that the purchase and sale of securities among all accounts they manage are fairly and equitably allocated.

THE ADMINISTRATOR

GENERAL. SEI Investments Global Funds Services (the "Administrator"), a Delaware statutory trust, has its principal business offices at One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the owner of all beneficial interest in the Administrator. SEI Investments and its subsidiaries and affiliates, including the Administrator, are leading providers of fund evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors, and money managers. The Administrator and its affiliates also serve as administrator or sub-administrator to other mutual funds.

ADMINISTRATION AGREEMENT WITH THE TRUST. The Trust and the Administrator have entered into an administration agreement dated November 14, 1991, as amended and restated November 12, 2002 (the "Administration Agreement"). Under the Administration Agreement, the Administrator provides the Trust with administrative services, including regulatory reporting and all necessary office space, equipment, personnel and facilities.

The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties or from reckless disregard by it of its duties and obligations thereunder.

ADMINISTRATION FEES PAID TO THE ADMINISTRATOR. For its services under the Administration Agreement, the Administrator is paid a fee, which varies based on the average daily net assets of the Funds, subject to certain minimums.

THE DISTRIBUTOR

The Trust and SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary of SEI Investments, and an affiliate of the Administrator, are parties to a distribution agreement dated November 14, 1991, as amended and restated November 14, 2005 and as amended August 30, 2010 (the "Distribution Agreement"). The principal business address of the Distributor is One Freedom Valley Drive, Oaks, Pennsylvania 19456.

The continuance of the Distribution Agreement must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the majority of the outstanding voting securities of the Trust and (ii) by the vote of a majority of the Trustees who are not "interested persons" of the Trust and have no direct or indirect financial interest in the operations of the Distribution Agreement or any related agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement will terminate automatically in the event of its assignment (as such term is defined in the 1940 Act), and is terminable at any time without penalty by the Board or by a majority of the outstanding voting securities of the Trust, or by the Distributor, upon not less than 60 days' written notice to the other party.

PAYMENTS TO FINANCIAL INTERMEDIARIES

DISTRIBUTION PLAN. The Trust has adopted a Distribution Plan with respect to the Investor Class Shares (the "Plan") in accordance with the provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. Continuance of the Plan must be approved annually by a majority of the Trustees and by a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust and have no direct or indirect financial interest in the Plan or in any agreements related to the Plan ("Qualified Trustees"). The Plan requires that quarterly written reports of amounts spent under the Plan and the purposes of such expenditures be furnished to and reviewed by the Trustees. The Plan may not be amended to increase materially the

S-17

amount that may be spent thereunder without approval by a majority of the outstanding shares of the affected Funds. All material amendments of the Plan will require approval by a majority of the Trustees and of the Qualified Trustees.

The Plan provides a method of paying for distribution and shareholder services, which may help the Funds grow or maintain asset levels to provide operational efficiencies and economies of scale, provided by the Distributor or other financial intermediaries that enter into agreements with the Distributor. The Funds may make payments to financial intermediaries, such as banks, savings and loan associations, insurance companies, investment counselors, broker-dealers, mutual fund "supermarkets" and the Distributor's affiliates and subsidiaries, as compensation for services, reimbursement of expenses incurred in connection with distribution assistance or provision of shareholder services. The Distributor may, at its discretion, retain a portion of such payments to compensate itself for distribution services and distribution related expenses such as the costs of preparation, printing, mailing or otherwise disseminating sales literature, advertising, and prospectuses (other than those furnished to current shareholders of a Fund), promotional and incentive programs, and such other marketing expenses that the Distributor may incur.

Under the Plan, the Distributor or financial intermediaries may receive up to 0.25% of the average daily net assets of the Investor Class Shares as compensation for distribution and shareholder services. The Plan is characterized as a compensation plan since the distribution fee will be paid to the Distributor without regard to the distribution or shareholder service expenses incurred by the Distributor or the amount of payments made to financial intermediaries. The Trust intends to operate the Plan in accordance with its terms and with Financial Industry Regulatory Authority ("FINRA") rules concerning sales charges.

PAYMENTS BY THE ADVISER. The Adviser and/or its affiliates, in their discretion, may make payments from their own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Funds, their service providers or their respective affiliates, as incentives to help market and promote the Funds and/or in recognition of their distribution, marketing, administrative services, and/or processing support.

These additional payments may be made to financial intermediaries that sell Fund shares or provide services to the Funds, the Distributor or shareholders of the Funds through the financial intermediary's retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediary's retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing the Funds in a financial intermediary's retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about the Funds; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.

The Adviser and/or its affiliates may also make payments from their own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.

Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in the Funds by a financial intermediary's customers, a flat fee or other measures as determined from time to time by the Adviser and/or its affiliates. A significant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.

Investors should understand that some financial intermediaries may also charge their clients fees in connection with purchases of shares or the provision of shareholder services.

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THE TRANSFER AGENT

DST Systems, Inc., 333 W. 11th Street, Kansas City, Missouri 64105 (the "Transfer Agent"), serves as the Funds' transfer agent and dividend disbursing agent under a transfer agency agreement with the Trust.

THE CUSTODIAN

MUFG Union Bank, N.A., 350 California Street, 6(th) Floor, San Francisco, California 94104 (the "Custodian"), serves as custodian of the Funds. The Custodian holds cash, securities and other assets of the Funds as required by the 1940 Act.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, One Commerce Square, 2005 Market Street, Suite 700, Philadelphia, Pennsylvania 19103, serves as independent registered public accounting firm for the Funds.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 19103-2921, serves as legal counsel to the Trust.

TRUSTEES AND OFFICERS OF THE TRUST

BOARD RESPONSIBILITIES. The management and affairs of the Trust and its series, including the Funds described in this SAI, are overseen by the Trustees. The Board has approved contracts, as described above, under which certain companies provide essential management services to the Trust.

Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, the Sub-Adviser, the Distributor and the Administrator. The Trustees are responsible for overseeing the Trust's service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the funds. The funds and their service providers employ a variety of processes, procedures and controls to identify various possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust's business (e.g., the investment managers are responsible for the day-to-day management of each Fund's portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the funds' service providers the importance of maintaining vigorous risk management.

The Trustees' role in risk oversight begins before the inception of a fund, at which time certain of the fund's service providers present the Board with information concerning the investment objective, strategies and risks of the fund as well as proposed investment limitations for the fund. Additionally, the fund's adviser provides the Board with an overview of, among other things, its investment philosophy, brokerage practices and compliance infrastructure. Thereafter, the Board continues its oversight function as various personnel, including the Trust's Chief Compliance Officer, as well as personnel of the adviser and other service providers, such as the fund's independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which the funds may be exposed.

The Board is responsible for overseeing the nature, extent and quality of the services provided to the funds by the adviser and receives information about those services at its regular meetings. In addition, on an annual basis, in connection with its consideration of whether to renew the advisory agreement with the adviser, the Board meets with the adviser to review such services. Among other things, the Board regularly considers the adviser's adherence to the funds' investment restrictions and compliance with various fund policies and procedures and with applicable securities regulations. The Board also reviews information about the funds' investments, including, for example, reports on the adviser's use of derivatives in managing the funds, if any, as well as reports on the funds' investments in other investment companies, if any.

S-19

The Trust's Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues and fund and adviser risk assessments. At least annually, the Trust's Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust's policies and procedures and those of its service providers, including the adviser. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the funds' service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. The Trust's Fair Value Pricing Committee makes regular reports to the Board concerning investments for which market quotations are not readily available. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of the funds' financial statements, focusing on major areas of risk encountered by the funds and noting any significant deficiencies or material weaknesses in the funds' internal controls. Additionally, in connection with its oversight function, the Board oversees fund management's implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust's internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust's financial reporting and the preparation of the Trust's financial statements.

From their review of these reports and discussions with the adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of the funds, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Board recognizes that not all risks that may affect the funds can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the funds' goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the funds' investment management and business affairs are carried out by or through the funds' advisers and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the funds' and each other's in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board's ability to monitor and manage risk, as a practical matter, is subject to limitations.

MEMBERS OF THE BOARD. There are eight members of the Board, six of whom are not interested persons of the Trust, as that term is defined in the 1940 Act ("independent Trustees"). Robert Nesher, an interested person of the Trust, serves as Chairman of the Board. George Sullivan, Jr., an independent Trustee, serves as the lead independent Trustee. The Trust has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Trust made this determination in consideration of, among other things, the fact that the independent Trustees constitute a super-majority (75%) of the Board, the fact that the chairperson of each Committee of the Board is an independent Trustee, the amount of assets under management in the Trust, and the number of funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the independent Trustees from fund management.

The Board has two standing committees: the Audit Committee and the Governance Committee. The Audit Committee and the Governance Committee are chaired by an independent Trustee and composed of all of the independent Trustees. In addition, the Board has a lead independent Trustee.

In his role as lead independent Trustee, Mr. Sullivan, among other things: (i) presides over Board meetings in the absence of the Chairman of the Board; (ii) presides over executive sessions of the independent Trustees; (iii) along with the Chairman of the Board, oversees the development of agendas for Board meetings; (iv) facilitates communication between the independent Trustees and management, and among the independent Trustees; (v) serves as a key point person for dealings between the independent Trustees and management; and (vi) has such other responsibilities as the Board or independent Trustees determine from time to time.

S-20

Set forth below are the names, years of birth, position with the Trust and length of time served, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee. There is no stated term of office for the Trustees. Nevertheless, an independent Trustee must retire from the Board as of the end of the calendar year in which such independent Trustee first attains the age of seventy-five years; provided, however, that, an independent Trustee may continue to serve for one or more additional one calendar year terms after attaining the age of seventy-five years (each calendar year a "Waiver Term") if, and only if, prior to the beginning of such Waiver Term: (1) the Governance Committee (a) meets to review the performance of the independent Trustee; (b) finds that the continued service of such independent Trustee is in the best interests of the Trust; and (c) unanimously approves excepting the independent Trustee from the general retirement policy set out above; and (2) a majority of the Trustees approves excepting the independent Trustee from the general retirement policy set out above. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.

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                            POSITION WITH            PRINCIPAL
                            TRUST AND LENGTH         OCCUPATIONS                 OTHER DIRECTORSHIPS HELD IN THE
NAME AND YEAR OF BIRTH      OF TIME SERVED           IN THE PAST 5 YEARS         PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
------------------------------------------------------------------------------------------------------------------------------------
 Robert Nesher              Chairman of the          SEI employee 1974 to        Current Directorships: Trustee of The
 (Born: 1946)               Board of Trustees(1)     present; currently          Advisors' Inner Circle Fund II, Bishop
                            (since 1991)             performs various            Street Funds, The KP Funds, SEI Daily
                                                     services on behalf of       Income Trust, SEI Institutional
                                                     SEI Investments for         International Trust, SEI Institutional
                                                     which Mr. Nesher is         Investments Trust, SEI Institutional
                                                     compensated. Vice           Managed Trust, SEI Asset Allocation
                                                     Chairman of The             Trust, SEI Tax Exempt Trust, Adviser
                                                     Advisors' Inner Circle      Managed Trust, New Covenant Funds,
                                                     Fund III, Winton            SEI Insurance Products Trust and SEI
                                                     Diversified                 Catholic Values Trust. Director of SEI
                                                     Opportunities Fund          Structured Credit Fund, LP, SEI Global
                                                     (closed-end investment      Master Fund plc, SEI Global Assets
                                                     company), Gallery           Fund plc, SEI Global Investments Fund
                                                     Trust, Schroder Series      plc, SEI Investments--Global Funds
                                                     Trust and Schroder          Services, Limited, SEI Investments
                                                     Global Series Trust.        Global, Limited, SEI Investments
                                                     President, Chief            (Europe) Ltd., SEI Investments--Unit
                                                     Executive Officer and       Trust Management (UK) Limited, SEI
                                                     Trustee of SEI Daily        Multi-Strategy Funds PLC and SEI
                                                     Income Trust, SEI Tax       Global Nominee Ltd.
                                                     Exempt Trust, SEI
                                                     Institutional Managed       Former Directorships: Director of SEI
                                                     Trust, SEI Institutional    Opportunity Fund, L.P. to 2010.
                                                     International Trust, SEI    Director of SEI Alpha Strategy
                                                     Institutional Investments   Portfolios, LP to 2013. Trustee of SEI
                                                     Trust, SEI Asset            Liquid Asset Trust to 2016.
                                                     Allocation Trust,
                                                     Adviser Managed Trust,
                                                     New Covenant Funds,
                                                     SEI Insurance Products
                                                     Trust and SEI Catholic
                                                     Values Trust. President
                                                     and Director of SEI
                                                     Structured Credit Fund,
                                                     LP. President, Chief
                                                     Executive Officer and
                                                     Director of SEI Alpha
                                                     Strategy Portfolios, LP,
                                                     2007 to 2013. President
                                                     and Director of SEI
                                                     Opportunity Fund, L.P.
                                                     to 2010. Vice Chairman
                                                     of O'Connor EQUUS
                                                     (closed-end investment
                                                     company) to 2016. Vice
                                                     Chairman of Winton
                                                     Series Trust to 2017.
                                                     President, Chief
                                                     Executive Officer and
                                                     Trustee of SEI Liquid
                                                     Asset Trust to 2016.
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S-21

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                             POSITION WITH                PRINCIPAL
                            TRUST AND LENGTH             OCCUPATIONS             OTHER DIRECTORSHIPS HELD IN THE
NAME AND YEAR OF BIRTH       OF TIME SERVED          IN THE PAST 5 YEARS                  PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
William M. Doran            Trustee(1)               Self-Employed               Current Directorships: Trustee of
(Born: 1940)                (since 1991)             Consultant since 2003.      The Advisors' Inner Circle Fund II,
                                                     Partner at Morgan,          Bishop Street Funds, The KP Funds,
                                                     Lewis & Bockius LLP         The Advisors' Inner Circle Fund III,
                                                     (law firm) from 1976        Winton Diversified Opportunities
                                                     to 2003. Counsel to the     Fund (closed-end investment
                                                     Trust, SEI Investments,     company), Gallery Trust, Schroder
                                                     SIMC, the                   Series Trust, Schroder Global Series
                                                     Administrator and the       Trust, SEI Daily Income Trust, SEI
                                                     Distributor. Secretary      Institutional International Trust, SEI
                                                     of SEI Investments          Institutional Investments Trust, SEI
                                                     since 1978.                 Institutional Managed Trust, SEI
                                                                                 Asset Allocation Trust, SEI Tax
                                                                                 Exempt Trust, Adviser Managed
                                                                                 Trust, New Covenant Funds, SEI
                                                                                 Insurance Products Trust and SEI
                                                                                 Catholic Values Trust. Director of
                                                                                 SEI Investments, SEI Investments
                                                                                 (Europe), Limited, SEI
                                                                                 Investments--Global Funds
                                                                                 Services, Limited, SEI Investments
                                                                                 Global, Limited, SEI Investments
                                                                                 (Asia), Limited, SEI Global
                                                                                 Nominee Ltd. and SEI Investments --
                                                                                 Unit Trust Management (UK)
                                                                                 Limited. Director of the Distributor.

                                                                                 Former Directorships: Director of
                                                                                 SEI Alpha Strategy Portfolios, LP to
                                                                                 2013. Trustee of O'Connor EQUUS
                                                                                 (closed-end investment company) to
                                                                                 2016. Trustee of SEI Liquid Asset
                                                                                 Trust to 2016. Trustee of Winton
                                                                                 Series Trust to 2017.
------------------------------------------------------------------------------------------------------------------------------------


                                      S-22

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INDEPENDENT TRUSTEES
------------------------------------------------------------------------------------------------------------------------------------
John K. Darr                Trustee                  Retired. Chief              Current Directorships: Trustee of
(Born: 1944)                (since 2008)             Executive Officer,          The Advisors' Inner Circle Fund II,
                                                     Office of Finance,          Bishop Street Funds and The KP
                                                     Federal Home Loan           Funds. Director of Federal Home
                                                     Banks, from 1992 to         Loan Bank of Pittsburgh, Meals on
                                                     2007.                       Wheels, Lewes/Rehoboth Beach and
                                                                                 West Rehoboth Land Trust.
------------------------------------------------------------------------------------------------------------------------------------
Joseph T. Grause, Jr.       Trustee                  Self-Employed               Current Directorships: Trustee of
(Born: 1952)                (since 2011)             Consultant since 2012.      The Advisors' Inner Circle Fund II,
                                                     Director of                 Bishop Street Funds and The KP
                                                     Endowments and              Funds. Director of The Korea Fund,
                                                     Foundations,                Inc.
                                                     Morningstar
                                                     Investment
                                                     Management,
                                                     Morningstar, Inc.,
                                                     2010 to 2011. Director
                                                     of International
                                                     Consulting and Chief
                                                     Executive Officer of
                                                     Morningstar
                                                     Associates Europe
                                                     Limited, Morningstar,
                                                     Inc., 2007 to 2010.
                                                     Country Manager --
                                                     Morningstar UK
                                                     Limited, Morningstar,
                                                     Inc., 2005 to 2007.
------------------------------------------------------------------------------------------------------------------------------------
Mitchell A. Johnson         Trustee                  Retired. Private            Current Directorships: Trustee of
(Born: 1942)                (since 2005)             Investor since 1994.        The Advisors' Inner Circle Fund II,
                                                                                 Bishop Street Funds, The KP Funds,
                                                                                 SEI Asset Allocation Trust, SEI
                                                                                 Daily Income Trust, SEI Institutional
                                                                                 International Trust, SEI Institutional
                                                                                 Managed Trust, SEI Institutional
                                                                                 Investments Trust, SEI Tax Exempt
                                                                                 Trust, Adviser Managed Trust, New
                                                                                 Covenant Funds, SEI Insurance
                                                                                 Products Trust and SEI Catholic
                                                                                 Values Trust. Director of Federal
                                                                                 Agricultural Mortgage Corporation
                                                                                 (Farmer Mac) since 1997.

                                                                                 Former Directorships: Director of
                                                                                 SEI Alpha Strategy Portfolios, LP to
                                                                                 2013. Trustee of SEI Liquid Asset
                                                                                 Trust to 2016.
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                                        S-23

------------------------------------------------------------------------------------------------------------------------------------
                             POSITION WITH                PRINCIPAL
                            TRUST AND LENGTH             OCCUPATIONS             OTHER DIRECTORSHIPS HELD IN THE
NAME AND YEAR OF BIRTH       OF TIME SERVED          IN THE PAST 5 YEARS                  PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
Betty L. Krikorian          Trustee                  Vice President,             Current Directorships: Trustee of
(Born: 1943)                (since 2005)             Compliance, AARP            The Advisors' Inner Circle Fund II,
                                                     Financial Inc., from        Bishop Street Funds and The KP
                                                     2008 to 2010. Self-         Funds.
                                                     Employed Legal and
                                                     Financial Services
                                                     Consultant since 2003.
                                                     Counsel (in-house) for
                                                     State Street Bank from
                                                     1995 to 2003.
------------------------------------------------------------------------------------------------------------------------------------
Bruce Speca                 Trustee                  Global Head of Asset         Current Directorships: Trustee of
(Born: 1956)                (since 2011)             Allocation, Manulife         The Advisors' Inner Circle Fund II,
                                                     Asset Management             Bishop Street Funds and The KP
                                                     (subsidiary of               Funds. Director of Stone Harbor
                                                     Manulife Financial),         Investments Funds, Stone Harbor
                                                     2010 to 2011.                Emerging Markets Income Fund
                                                     Executive Vice               (closed-end fund) and Stone Harbor
                                                     President -- Investment      Emerging Markets Total Income
                                                     Management Services,         Fund (closed-end fund).
                                                     John Hancock
                                                     Financial Services
                                                     (subsidiary of
                                                     Manulife Financial),
                                                     2003 to 2010.
------------------------------------------------------------------------------------------------------------------------------------
George J. Sullivan, Jr.     Trustee                  Retired since 2012.         Current Directorships: Trustee of The
(Born: 1942)                (since 1999)             Self-Employed               Advisors Inner Circle Fund II, Bishop
                            Lead Independent         Consultant, Newfound        Street  Funds, The KP Funds, SEI Structured
                            Trustee                  Consultants Inc., 1997      Credit Fund, LP, SEI Daily Income
                                                     to 2011.                    Trust, SEI Institutional International
                                                                                 Trust, SEI Institutional Investments
                                                                                 Trust, SEI Institutional Managed Trust,
                                                                                 SEI Asset Allocation Trust, SEI
                                                                                 Tax Exempt Trust, Adviser Managed
                                                                                 Trust, New Covenant Funds, SEI
                                                                                 Insurance Products Trust and SEI
                                                                                 Catholic Values Trust.

                                                                                 Former Directorships: Director of
                                                                                 SEI Opportunity Fund, L.P. to 2010.
                                                                                 Director of SEI Alpha Strategy
                                                                                 Portfolios, LP to 2013. Trustee of
                                                                                 SEI Liquid Asset Trust to 2016.
                                                                                 Trustee/Director of State Street Navigator
                                                                                 Securities Lending Trust to 2017. Member
                                                                                 of the independent review committee for
                                                                                 SEI's Canadian-registered mutual funds
                                                                                 to 2017.
------------------------------------------------------------------------------------------------------------------------------------

(1) Denotes Trustees who may be deemed to be "interested" persons of the Funds as that term is defined in the 1940 Act by virtue of their affiliation with the Distributor and/or its affiliates.

INDIVIDUAL TRUSTEE QUALIFICATIONS

The Trust has concluded that each of the Trustees should serve on the Board because of their ability to review and understand information about the funds provided to them by management, to identify and request other information they may deem relevant

S-24

to the performance of their duties, to question management and other service providers regarding material factors bearing on the management and administration of the funds, and to exercise their business judgment in a manner that serves the best interests of the funds' shareholders. The Trust has concluded that each of the Trustees should serve as a Trustee based on their own experience, qualifications, attributes and skills as described below.

The Trust has concluded that Mr. Nesher should serve as Trustee because of the experience he has gained in his various roles with SEI Investments, which he joined in 1974, his knowledge of and experience in the financial services industry, and the experience he has gained serving as a trustee of the Trust since 1991.

The Trust has concluded that Mr. Doran should serve as Trustee because of the experience he gained serving as a Partner in the Investment Management and Securities Industry Practice of a large law firm, his experience in and knowledge of the financial services industry, and the experience he has gained serving as a trustee of the Trust since 1991.

The Trust has concluded that Mr. Darr should serve as Trustee because of his background in economics, the business experience he gained in a variety of roles with different financial and banking institutions and as a founder of a money management firm, his knowledge of the financial services industry, and the experience he has gained serving as a trustee of the Trust since 2008.

The Trust has concluded that Mr. Grause should serve as Trustee because of the knowledge and experience he gained in a variety of leadership roles with different financial institutions, his knowledge of the mutual fund and investment management industries, his past experience as an interested trustee and chair of the investment committee for a multi-managed investment company, and the experience he has gained serving as a trustee of the Trust since 2011.

The Trust has concluded that Mr. Johnson should serve as Trustee because of the experience he gained as a senior vice president, corporate finance, of a Fortune 500 company, his experience in and knowledge of the financial services and banking industries, the experience he gained serving as a director of other mutual funds, and the experience he has gained serving as a trustee of the Trust since 2005.

The Trust has concluded that Ms. Krikorian should serve as Trustee because of the experience she gained serving as a legal and financial services consultant, in-house counsel to a large custodian bank and Vice President of Compliance of an investment adviser, her background in fiduciary and banking law, her experience in and knowledge of the financial services industry, and the experience she has gained serving as a trustee of the Trust since 2005.

The Trust has concluded that Mr. Speca should serve as Trustee because of the knowledge and experience he gained serving as president of a mutual fund and portfolio manager for a $95 billion complex of asset allocation funds, his over 25 years of experience working in a management capacity with mutual fund boards, and the experience he has gained serving as a trustee of the Trust since 2011.

The Trust has concluded that Mr. Sullivan should serve as Trustee because of the experience he gained as a certified public accountant and financial consultant, his experience in and knowledge of public company accounting and auditing and the financial services industry, the experience he gained as an officer of a large financial services firm in its operations department, and his experience from serving as a trustee of the Trust since 1999.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board's overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the funds.

BOARD COMMITTEES. The Board has established the following standing committees:

o AUDIT COMMITTEE. The Board has a standing Audit Committee that is composed of each of the independent Trustees. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: (i) recommending which firm to engage as each fund's independent registered public accounting firm and whether to terminate this relationship; (ii) reviewing the independent registered public accounting firm's compensation, the proposed scope and terms of its engagement, and the firm's independence; (iii) pre-approving audit and non-audit services provided by each fund's independent registered public accounting firm to the Trust and certain other affiliated entities; (iv) serving as a channel of communication between the independent registered public accounting firm and the Trustees; (v) reviewing the results of each external audit, including any qualifications in the independent registered public accounting firm's opinion, any related management letter, management's responses to recommendations made by the independent registered public accounting firm in connection with the audit, reports submitted to the Committee by the internal auditing department of the Administrator that are material to the Trust as a whole, if any, and management's responses to any such reports; (vi) reviewing each fund's audited financial statements and considering any significant disputes between the Trust's management and the independent registered public accounting firm that arose in connection with the preparation of those financial statements; (vii) considering, in consultation with the independent registered public accounting firm and the Trust's senior internal accounting executive, if any, the independent registered public accounting firms' reports on the adequacy of the Trust's internal financial controls; (viii) reviewing, in consultation with each fund's independent registered public accounting firm, major changes regarding auditing and accounting principles and practices to be followed when preparing each fund's financial statements; and (ix) other audit related matters. Messrs. Darr, Grause, Johnson, Speca and Sullivan and Ms. Krikorian currently serve as members of the Audit Committee. Mr. Sullivan serves as the Chairman of the Audit Committee. The Audit Committee meets periodically, as necessary, and met four (4) times during the most recently completed fiscal year.

S-25

o GOVERNANCE COMMITTEE. The Board has a standing Governance Committee (formerly the Nominating Committee) that is composed of each of the independent Trustees. The Governance Committee operates under a written charter approved by the Board. The principal responsibilities of the Governance Committee include: (i) considering and reviewing Board governance and compensation issues; (ii) conducting a self-assessment of the Board's operations; (iii) selecting and nominating all persons to serve as independent Trustees; and (iv) reviewing shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the Trust's office. Ms. Krikorian and Messrs. Darr, Grause, Johnson, Speca and Sullivan currently serve as members of the Governance Committee. Ms. Krikorian serves as the Chairman of the Governance Committee. The Governance Committee meets periodically, as necessary, and met five (5) times during the most recently completed fiscal year.

FAIR VALUE PRICING COMMITTEE. The Board has also established a standing Fair Value Pricing Committee that is composed of various representatives of the Trust's service providers, as appointed by the Board. The Fair Value Pricing Committee operates under procedures approved by the Board. The principal responsibility of the Fair Value Pricing Committee is to determine the fair value of securities for which current market quotations are not readily available. The Fair Value Pricing Committee's determinations are reviewed by the Board.

FUND SHARES OWNED BY BOARD MEMBERS. The following table shows the dollar amount range of each Trustee's "beneficial ownership" of shares of each of the Funds as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the SEC. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust.

-------------------------------------------------------------------------------------------------
                                                       AGGREGATE DOLLAR RANGE OF SHARES
                               DOLLAR RANGE OF               (ALL FUNDS IN THE
      NAME                   FUND SHARES(FUND)(1)      FAMILY OF INVESTMENT COMPANIES)(1)
-------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
-------------------------------------------------------------------------------------------------
Doran                                 None                                None
-------------------------------------------------------------------------------------------------
Nesher                                None                                None
-------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-------------------------------------------------------------------------------------------------
Darr                                  None                                None
-------------------------------------------------------------------------------------------------
Grause                                None                                None
-------------------------------------------------------------------------------------------------
Johnson                               None                                None
-------------------------------------------------------------------------------------------------
Krikorian                             None                                None
-------------------------------------------------------------------------------------------------
Speca                                 None                                None
-------------------------------------------------------------------------------------------------
Sullivan                              None                                None
-------------------------------------------------------------------------------------------------

(1) Valuation date is December 31, 2016.

S-26

BOARD COMPENSATION. The Trust paid the following fees to the Trustees during the Funds' most recently completed fiscal year.

-------------------------------------------------------------------------------------------------------------------
                                     PENSION OR
                                     RETIREMENT          ESTIMATED
                   AGGREGATE      BENEFITS ACCRUED     ANNUAL BENEFITS
                 COMPENSATION      AS PART OF FUND          UPON           TOTAL COMPENSATION FROM THE
   NAME         FROM THE TRUST        EXPENSES           RETIREMENT         TRUST AND FUND COMPLEX(1)
-------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
-------------------------------------------------------------------------------------------------------------------
Doran                 $0                  N/A                 N/A          $0 for service on one (1) board
-------------------------------------------------------------------------------------------------------------------
Nesher                $0                  N/A                 N/A          $0 for service on one (1) board
-------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-------------------------------------------------------------------------------------------------------------------
Darr                $111,968              N/A                 N/A          $111,968 for service on one (1) board
-------------------------------------------------------------------------------------------------------------------
Grause              $111,968              N/A                 N/A          $111,968 for service on one (1) board
-------------------------------------------------------------------------------------------------------------------
Johnson             $111,968              N/A                 N/A          $111,968 for service on one (1) board
-------------------------------------------------------------------------------------------------------------------
Krikorian           $120,500              N/A                 N/A          $120,500 for service on one (1) board
-------------------------------------------------------------------------------------------------------------------
Speca               $111,968              N/A                 N/A          $111,968 for service on one (1) board
-------------------------------------------------------------------------------------------------------------------
Sullivan            $126,189              N/A                 N/A          $126,189 for service on one (1) board
-------------------------------------------------------------------------------------------------------------------

(1) All funds in the Fund Complex are series of the Trust.

TRUST OFFICERS. Set forth below are the names, years of birth, position with the Trust and length of time served, and the principal occupations for the last five years of each of the persons currently serving as executive officers of the Trust. There is no stated term of office for the officers of the Trust. Unless otherwise noted, the business address of each officer is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Chief Compliance Officer is the only officer who receives compensation from the Trust for his services.

Certain officers of the Trust also serve as officers of one or more mutual funds for which SEI Investments or its affiliates act as investment manager, administrator or distributor.

------------------------------------------------------------------------------------------------------------------------------------
NAME AND YEAR        POSITION WITH TRUST AND LENGTH OF
  OF BIRTH                    TIME SERVED                                      PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
Michael Beattie      President                                           Director of Client Service, SEI Investments, since
(Born: 1965)         (since 2011)                                        2004.
------------------------------------------------------------------------------------------------------------------------------------
James Bernstein        Vice President and Assistant Secretary            Attorney, SEI Investments, since 2017.
(Born: 1962)         (since 2017)
                                                                         Prior Positions: Self-employed consultant, 2017.
                                                                         Associate General Counsel & Vice President, Nationwide
                                                                         Funds Group and Nationwide Mutual Insurance
                                                                         Company, from 2002 to 2016. Assistant General Counsel
                                                                         & Vice President, Market Street Funds and Provident
                                                                         Mutual Insurance Company, from 1999 to 2002.
------------------------------------------------------------------------------------------------------------------------------------
John Bourgeois       Assistant Treasurer                                 Fund Accounting Manager, SEI Investments, since
(Born: 1973)         (since 2017)                                        2000.
------------------------------------------------------------------------------------------------------------------------------------
Stephen Connors      Treasurer, Controller and Chief                     Director, SEI Investments, Fund Accounting, since
(Born: 1984)         Financial Officer                                   2014. Audit Manager, Deloitte & Touche LLP,
                     (since 2015)                                        from 2011 to 2014.
------------------------------------------------------------------------------------------------------------------------------------

S-27

------------------------------------------------------------------------------------------------------------------------------------
NAME AND YEAR        POSITION WITH TRUST AND LENGTH OF
  OF BIRTH                    TIME SERVED                                      PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
Dianne M.            Vice President and Secretary                        Counsel at SEI Investments since 2010. Associate
Descoteaux           (since 2011)                                        at Morgan, Lewis & Bockius LLP, from 2006 to
(Born: 1977)                                                             2010.
------------------------------------------------------------------------------------------------------------------------------------
Russell Emery        Chief Compliance Officer                            Chief Compliance Officer of SEI Structured Credit
(Born: 1962)         (since 2006)                                        Fund, LP since 2007. Chief Compliance Officer of
                                                                         SEI Alpha Strategy Portfolios, LP from 2007 to
                                                                         2013. Chief Compliance Officer of The Advisors'
                                                                         Inner Circle Fund II, Bishop Street Funds, The KP
                                                                         Funds, The Advisors' Inner Circle Fund III,
                                                                         Winton Diversified Opportunities Fund (closed-
                                                                         end investment company), Gallery Trust, Schroder
                                                                         Series Trust, Schroder Global Series Trust, SEI
                                                                         Institutional Managed Trust, SEI Asset Allocation
                                                                         Trust, SEI Institutional International Trust, SEI
                                                                         Institutional Investments Trust, SEI Daily Income
                                                                         Trust, SEI Tax Exempt Trust, Adviser Managed
                                                                         Trust, New Covenant Funds, SEI Insurance
                                                                         Products Trust and SEI Catholic Values Trust.
                                                                         Chief Compliance Officer of SEI Opportunity
                                                                         Fund, L.P. to 2010. Chief Compliance Officer of
                                                                         O'Connor EQUUS (closed-end investment
                                                                         company) to 2016. Chief Compliance Officer of
                                                                         SEI Liquid Asset Trust to 2016. Chief Compliance
                                                                         Officer of Winton Series Trust to 2017.
------------------------------------------------------------------------------------------------------------------------------------
Robert Morrow        Vice President                                      Account Manager, SEI Investments, since 2007.
(Born: 1968)         (since 2017)
------------------------------------------------------------------------------------------------------------------------------------
Bridget E. Sudall    Anti-Money Laundering Compliance                    Senior Associate and AML Officer, Morgan
(Born: 1980)         Officer and Privacy Officer (since                  Stanley Alternative Investment Partners, from 2011
                     2015)                                               to 2015. Investor Services Team Lead, Morgan
                                                                         Stanley Alternative Investment Partners, from 2007
                                                                         to 2011.
------------------------------------------------------------------------------------------------------------------------------------
Lisa Whittaker       Vice President and Assistant Secretary              Attorney, SEI Investments, since 2012. Associate
(Born: 1978)         (since 2013)                                        Counsel and Compliance Officer, The Glenmede
                                                                         Trust Company, N.A., from 2011 to 2012.
                                                                         Associate, Drinker Biddle & Reath LLP, from
                                                                         2006 to 2011.
------------------------------------------------------------------------------------------------------------------------------------

PURCHASING AND REDEEMING SHARES

Purchases and redemptions may be made through the Transfer Agent on any day the New York Stock Exchange (the "NYSE") is open for business. Shares of the Funds are offered and redeemed on a continuous basis. Currently, the Trust is closed for business when the following holidays are observed: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

It is currently the Trust's policy to pay all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in-kind of securities held by a Fund in lieu of cash. Shareholders may incur brokerage charges on the sale of any such securities so received in payment of redemptions. A shareholder will at all times be entitled to aggregate cash redemptions from all funds of the Trust up to the lesser of $250,000 or 1% of the Trust's net assets during any 90-day period.

S-28

The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption during times when the NYSE is closed, other than during customary weekends or holidays, for any period on which trading on the NYSE is restricted (as determined by the SEC by rule or regulation), or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or valuation of a Fund's securities is not reasonably practicable, or for such other periods as the SEC has by order permitted. The Trust also reserves the right to suspend sales of shares of any Fund for any period during which the NYSE, the Adviser, the Sub-Adviser, the Administrator, the Transfer Agent and/or the Custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

GENERAL POLICY. The Funds adhere to Section 2(a)(41), and Rule 2a-4 thereunder, of the 1940 Act with respect to the valuation of portfolio securities. In general, securities for which market quotations are readily available are valued at current market value, and all other securities are valued at fair value in accordance with procedures adopted by the Board. In complying with the 1940 Act, the Trust relies on guidance provided by the SEC and by the SEC staff in various interpretive letters and other guidance.

EQUITY SECURITIES. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. Eastern Time if such exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If such prices are not available or determined to not represent the fair value of the security as of the Funds' pricing time, the security will be valued at fair value as determined in good faith using methods approved by the Board.

MONEY MARKET SECURITIES AND OTHER DEBT SECURITIES. If available, money market securities and other debt securities are priced based upon valuations provided by recognized independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. Money market securities and other debt securities with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. If such prices are not available or determined to not represent the fair value of the security as of each Fund's pricing time, the security will be valued at fair value as determined in good faith using methods approved by the Board.

FOREIGN SECURITIES. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Exchange rates are provided daily by recognized independent pricing agents.

DERIVATIVES AND OTHER COMPLEX SECURITIES. Exchange traded options on securities and indices purchased by the Funds generally are valued at their last trade price or, if there is no last trade price, the last bid price. Exchange traded options on securities and indices written by the Funds generally are valued at their last trade price or, if there is no last trade price, the last asked price. In the case of options traded in the over-the-counter market, if the over the counter ("OTC") option is also an exchange traded option, the Funds will follow the rules regarding the valuation of exchange traded options. If the OTC option is not also an exchange traded option, the Funds will value the option at fair value in accordance with procedures adopted by the Board.

Futures and swaps cleared through a central clearing house ("centrally cleared swaps") are valued at the settlement price established each day by the board of the exchange on which they are traded. The daily settlement prices for financial futures are provided by an independent source. On days when there is excessive volume or market volatility, or the future or centrally cleared swap does not end trading by the time the Funds calculate NAV, the settlement price may not be available at the time at which a Fund calculates its NAV. On such days, the best available price (which is typically the last sales price) may be used to

S-29

value a Fund's futures or centrally cleared swaps position.

Foreign currency forward contracts are valued at the current day's interpolated foreign exchange rate, as calculated using the current day's spot rate, and the thirty, sixty, ninety and one-hundred eighty day forward rates provided by an independent source.

If available, non-centrally cleared swaps, collateralized debt obligations, collateralized loan obligations and bank loans are priced based on valuations provided by an independent third party pricing agent. If a price is not available from an independent third party pricing agent, the security will be valued at fair value as determined in good faith using methods approved by the Board.

USE OF THIRD-PARTY INDEPENDENT PRICING AGENTS AND INDEPENDENT BROKERS. Pursuant to contracts with the Administrator, prices for most securities held by the Funds are provided daily by third-party independent pricing agents that are approved by the Board. The valuations provided by third-party independent pricing agents are reviewed daily by the Administrator.

If a security price cannot be obtained from an independent, third-party pricing agent, the Administrator shall seek to obtain a bid price from at least one independent broker.

FAIR VALUE PROCEDURES. Securities for which market prices are not "readily available" or which cannot be valued using the methodologies described above are valued in accordance with Fair Value Procedures established by the Board and implemented through the Fair Value Pricing Committee. The members of the Fair Value Pricing Committee report, as necessary, to the Board regarding portfolio valuation determinations. The Board, from time to time, will review these methods of valuation and will recommend changes which may be necessary to assure that the investments of the Funds are valued at fair value.

Some of the more common reasons that may necessitate a security being valued using Fair Value Procedures include: the security's trading has been halted or suspended; the security has been de-listed from a national exchange; the security's primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security's primary pricing source is not able or willing to provide a price; trading of the security is subject to local government-imposed restrictions; or a significant event with respect to a security has occurred after the close of the market or exchange on which the security principally trades and before the time the Funds calculate NAV. When a security is valued in accordance with the Fair Value Procedures, the Fair Value Pricing Committee will determine the value after taking into consideration relevant information reasonably available to the Fair Value Pricing Committee.

TAXES

The following is only a summary of certain additional U.S. federal income tax considerations generally affecting a Fund and its shareholders that is intended to supplement the discussion contained in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of a Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. Shareholders are urged to consult their tax advisors with specific reference to their own tax situations, including their state and local and foreign tax liabilities.

The following discussion of certain federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY ("RIC"). Each Fund intends to qualify and elects to be treated as a RIC. By following such a policy, each Fund expects to eliminate or reduce to a nominal amount the federal taxes to which it may be subject. A fund that qualifies as a RIC will generally not be subject to federal income taxes on the net investment income and net realized capital gains that the fund timely distributes to its shareholders. The Board reserves the right not to maintain the qualification of a Fund as a RIC if it determines such course of action to be beneficial to shareholders.

S-30

In order to qualify as a RIC under the Code, each Fund must distribute annually to its shareholders at least 90% of its net investment income (which includes dividends, taxable interest and the excess of net short-term capital gains over net long-term capital losses, less operating expenses) and at least 90% of its net tax exempt interest income, for each tax year, if any, to its shareholders ("Distribution Requirement") and also must meet certain additional requirements. Among these requirements are the following: (i) at least 90% of each Fund's gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income, including but not limited to, certain gains from options, futures, and forward contracts derived with respect to its business of investing in such stock, securities or currencies, and net income derived from an interest in qualified publicly traded partnerships ("Qualifying Income Test"); and (ii) at the end of each fiscal quarter of each Fund's taxable year: (A) at least 50% of the market value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of each Fund's total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, including the equity securities of a qualified publicly traded partnership and (B) not more than 25% of the value of its total assets is invested, including through corporations in which a Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or the securities (other than the securities of other RICs) of two or more issuers that a Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the "Asset Test").

Although each Fund intends to distribute substantially all of its net investment income and may distribute its capital gains for any taxable year, each Fund will be subject to federal income taxation to the extent any such income or gains are not distributed. Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described herein. Losses in one Fund do not offset gains in another and the requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level.

If a Fund fails to satisfy the Qualifying Income or Asset Tests in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain DE MINIMIS failures of the diversification requirements where a Fund corrects the failure within a specified period. If a Fund fails to maintain qualification as a RIC for a tax year and these relief provisions are not available, such Fund will be subject to federal income tax at regular corporate rates without any deduction for distributions to shareholders. In such case, its shareholders would be taxed as if they received ordinary dividends, although corporate shareholders could be eligible for the dividends received deduction (subject to certain limitations) and individuals may be able to benefit from the lower tax rates available to qualified dividend income. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before re-qualifying as a RIC. The Board reserves the right not to maintain the qualification of a Fund as a RIC if it determines such course of action to be beneficial to shareholders.

A Fund may elect to treat part or all of any "qualified late year loss" as if it had been incurred in the succeeding taxable year in determining the Fund's taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such "qualified late year loss" as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year. A "qualified late year loss" generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred to as "post-October losses") and certain other late-year losses.

The treatment of capital loss carryovers for the Funds is similar to the rules that apply to capital loss carryovers of individuals which provide that such losses are carried over by the Funds indefinitely. If a Fund has a "net capital loss" (that is, capital losses in excess of capital gains) the excess of the Fund's net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund's next taxable year, and the excess (if any) of the Fund's net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. In addition, the carryover of capital losses may be limited under the general loss limitation rules if a Fund experiences an ownership change as defined in the Code.

FEDERAL EXCISE TAX. Notwithstanding the Distribution Requirement described above, which generally requires a Fund to distribute at least 90% of its annual investment company taxable income and the excess of its exempt interest income (but does not require any minimum distribution of net capital gain), a Fund will be subject to a nondeductible 4% federal excise tax to the extent the Fund fails to distribute, by the end of the calendar year, at least 98% of its ordinary income for that year and 98.2% of its capital gain net income (the excess of short- and long-term capital gain over short- and long-term capital loss) for the one-

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year period ending on October 31 of such year, (including any retained amount from the prior calendar year on which a Fund paid no federal income tax). The Funds intend to make sufficient distributions to avoid liability for federal excise tax, but can make no assurances that such tax will be completely eliminated. The Funds may in certain circumstances be required to liquidate Fund investments in order to make sufficient distributions to avoid federal excise tax liability at a time when an investment manager might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of the Funds to satisfy the requirement for qualification as a RIC.

DISTRIBUTIONS TO SHAREHOLDERS. A Fund receives income generally in the form of dividends and interest on investments. This income, plus net short-term capital gains, if any, less expenses incurred in the operation of a Fund, constitutes the Fund's net investment income from which dividends may be paid to you. Any distributions by a Fund from such income will be taxable to you as ordinary income or at the lower capital gains rates that apply to individuals receiving qualified dividend income, whether you take them in cash or in additional shares.

Distributions by a Fund are currently eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income on the securities it holds and the Fund reports the distributions as qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). A dividend will not be treated as qualified dividend income to the extent that:
(i) the shareholder has not held the shares on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the shares become "ex-dividend" (which is the day on which declared distributions (dividends or capital gains) are deducted from a Fund's assets before it calculates the NAV) with respect to such dividend; (ii) a Fund has not satisfied similar holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder);
(iii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property; or (iv) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Code. Therefore, if you lend your shares in a Fund, such as pursuant to a securities lending arrangement, you may lose the ability to treat dividends (paid while the shares are held by the borrower) as qualified dividend income. Distributions that a Fund receives from an ETF or an underlying fund taxable as a RIC will be treated as qualified dividend income only to the extent so reported by such ETF or underlying fund.

Distributions by the Funds of their net short-term capital gains will be taxable as ordinary income. Capital gain distributions consisting of a Fund's net capital gains will be taxable as long-term capital gains for individual shareholders currently set at a maximum rate of 20% regardless of how long you have held your shares in such Fund. Distributions from capital gains are generally made after applying any available capital loss carryforwards.

In the case of corporate shareholders, Fund distributions (other than capital gains distributions) generally qualify for the dividends-received deduction to the extent such distributions are so reported and do not exceed the gross amount of qualifying dividends received by a Fund for the year. Generally, and subject to certain limitations (including certain holding period limitations), a dividend will be treated as a qualifying dividend if it has been received from a domestic corporation. All such qualifying dividends (including the deducted portion) must be included in your alternative minimum taxable income calculation.

To the extent that a Fund makes a distribution of income received by such Fund in lieu of dividends (a "substitute payment") with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.

If a Fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in a Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.

A dividend or distribution received shortly after the purchase of shares reduces the NAV of the shares by the amount of the dividend or distribution and, although in effect a return of capital, will be taxable to the shareholder. If the NAV of shares were reduced below the shareholder's cost by dividends or distributions representing gains realized on sales of securities, such dividends or distributions would be a return of investment though taxable to the shareholder in the same manner as other dividends or distributions.

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A Fund (or its administrative agent) will inform you of the amount of your ordinary income dividends, qualified dividend income and capital gain distributions, if any, and will advise you of their tax status for federal income tax purposes shortly after the close of each calendar year. If you have not held your shares for a full year, a Fund may designate and distribute to you, as ordinary income, qualified dividend income or capital gain, a percentage of income that is not equal to the actual amount of such income earned during the period of your investment in the Fund.

Dividends declared to shareholders of record in October, November or December and actually paid in January of the following year will be treated as having been received by shareholders on December 31 of the calendar year in which declared. Under this rule, therefore, a shareholder may be taxed in one year on dividends or distributions actually received in January of the following year.

SALES, EXCHANGES OR REDEMPTIONS. Any gain or loss recognized on a sale, exchange or redemption of shares of a Fund by a shareholder who is not a dealer in securities will generally, for individual shareholders, be treated as a long-term capital gain or loss if the shares have been held for more than twelve months and otherwise will be treated as a short-term capital gain or loss. However, if shares on which a shareholder has received a net capital gain distribution are subsequently sold, exchanged or redeemed and such shares have been held for six months or less, any loss recognized will be treated as a long-term capital loss to the extent of the net capital gain distribution. In addition, the loss realized on a sale or other disposition of shares will be disallowed to the extent a shareholder repurchases (or enters into a contract to or option to repurchase) shares within a period of 61 days (beginning 30 days before and ending 30 days after the disposition of the shares). This loss disallowance rule will apply to shares received through the reinvestment of dividends during the 61-day period. For tax purposes, an exchange of your Fund shares for shares of a different fund is the same as a sale.

U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% Medicare contribution tax on "net investment income," including interest, dividends, and capital gains (including any capital gains realized on the sale or exchange of shares of a Fund).

The Funds (or their administrative agent) must report to the Internal Revenue Service ("IRS") and furnish to Fund shareholders the cost basis information for purchases of Fund shares. In addition to the requirement to report the gross proceeds from the sale of Fund shares, the Funds (or their administrative agent) are also required to report the cost basis information for such shares and indicate whether these shares have a short-term or long-term holding period. For each sale of Fund shares the Funds will permit Fund shareholders to elect from among several IRS-accepted cost basis methods, including the average basis method. In the absence of an election, the Funds will use the average basis method as their default cost basis method. The cost basis method elected by the Fund shareholder (or the cost basis method applied by default) for each sale of Fund shares may not be changed after the settlement date of each such sale of Fund shares. Fund shareholders should consult with their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about cost basis reporting. Shareholders also should carefully review any cost basis information provided to them and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

TAX TREATMENT OF COMPLEX SECURITIES. Each Fund may invest in complex securities. These investments may be subject to numerous special and complex tax rules. These rules could affect a Fund's ability to qualify as a RIC, affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gain, accelerate the recognition of income to a Fund and/or defer a Fund's ability to recognize losses, and, in limited cases, subject a Fund to U.S. federal income tax on income from certain of its foreign securities. In turn, these rules may affect the amount, timing or character of the income distributed to you by a Fund.

Certain derivative investment by the Funds, such as exchange-traded products and over-the-counter derivatives may not produce qualifying income for purposes of the "Qualifying Income Test" described above, which must be met in order for a Fund to maintain its status as a RIC under the Code. In addition, the determination of the value and the identity of the issuer of such derivative investments are often unclear for purposes of the "Asset Test" described above. The Funds intend to carefully monitor such investments to ensure that any non-qualifying income does not exceed permissible limits and to ensure that they are adequately diversified under the Asset Test. The Funds, however, may not be able to accurately predict the non-qualifying income from these investments and there are no assurances that the IRS will agree with the Funds' determination of the "Asset Test" with respect to such derivatives.

Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the Fund. These provisions may also require the Funds to mark-to-market certain types of positions in their portfolios (i.e., treat them as if they were closed out), which may cause a Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirement and for avoiding the excise tax discussed above. Accordingly, in order to avoid certain income and excise taxes, a Fund may be required to liquidate its investments at a time when the investment adviser might not otherwise have chosen to do so.

If a Fund owns shares in certain foreign investment entities, referred to as "passive foreign investment companies" or "PFICs", the Fund will generally be subject to one of the following special tax regimes: (i) the Fund may be liable for U.S. federal income tax, and an additional interest charge, on a portion of any "excess distribution" from such foreign entity or any gain from the disposition of such shares, even if the entire distribution or gain is paid out by the Fund as a dividend to its shareholders; (ii) if the Fund were able and elected to treat a PFIC as a "qualified electing fund" or "QEF," the Fund would be required each year to include in income, and distribute to shareholders in accordance with the distribution requirements set forth above, the Fund's pro rata share of the ordinary earnings and net capital gains of the PFIC, whether or not such earnings or gains are distributed to the Fund; or (iii) the Fund may be entitled to mark-to-market annually shares of the PFIC, and in such event would be required to distribute to shareholders any such mark-to-market gains in accordance with the distribution requirements set forth above. Such Fund intends to make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the effect of these rules.

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FOREIGN TAXES. Dividends and interest received by a Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Fund's stock or securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors.

If more than 50% of the value of a Fund's total assets at the close of their taxable year consists of stocks or securities of foreign corporations, the Fund will be eligible to and intends to file an election with the IRS that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a deduction from such taxes, with respect to any foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations. Pursuant to the election, such Fund will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit they may be entitled to use against the shareholders' federal income tax. If a Fund makes the election, such Fund (or its administrative agent) will report annually to their shareholders the respective amounts per share of the Fund's income from sources within, and taxes paid to, foreign countries and U.S. possessions. If a Fund does not hold sufficient foreign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect to foreign taxes paid by such Fund.

A shareholder's ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by a Fund may be subject to certain limitations imposed by the Code, which may result in a shareholder not receiving a full credit or deduction (if any) for the amount of such taxes. In particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by a Fund.

BACKUP WITHHOLDING. A Fund will be required in certain cases to withhold at a rate of 28% and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who: (i) has provided a Fund either an incorrect tax identification number or no number at all; (ii) is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends; (iii) has failed to certify to a Fund that such shareholder is not subject to backup withholding; or (iv) has failed to certify to a Fund that the shareholder is a U.S. person (including a resident alien).

NON-U.S. INVESTORS. Any non-U.S. investors in the Funds may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisors prior to investing in the Funds. Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income. A Fund may, under certain circumstances, report all or a portion of a dividend as an "interest-related dividend" or a "short-term capital gain dividend," which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short-term capital gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign shareholders from the sale or other disposition of shares of a Fund generally are not subject to U.S. taxation, unless the recipient is an individual who is physically present in the U.S. for 183 days or more per year. Foreign shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain payments from a Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding tax described above. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

Under legislation generally known as "FATCA" (the Foreign Account Tax Compliance Act), the Funds are required to withhold 30% of certain ordinary dividends they pay, and, after December 31, 2018, 30% of the gross proceeds of share redemptions and certain capital gain dividends they pay, to shareholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. person or non-U.S. individual that timely provides the certifications required by a Fund or its agent on a valid IRS Form W-9 or applicable IRS Form W-8, respectively. Shareholders potentially subject to withholding include foreign financial institutions ("FFIs"), such as non-U.S. investment funds, and non-financial foreign entities ("NFFEs"). To avoid withholding under FATCA, an FFI generally must enter into an information sharing agreement with the IRS in which it agrees to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S. account holders (which, in the case of an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify and provide other required information to the Funds or other withholding agent regarding its U.S. owners, if any. Such non-U.S. shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. shareholder resident or doing business in a country that has entered into an intergovernmental agreement with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

A non-U.S. entity that invests in a Fund will need to provide such Fund with documentation properly certifying the entity's status under FATCA in order to avoid FATCA withholding. Non-U.S. investors in the Funds should consult their tax advisors in this regard.

TAX-EXEMPT SHAREHOLDERS. Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements,
401(k)s, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income ("UBTI"). Under current law, the Funds generally serve to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, the tax-exempt shareholder could realize UBTI by virtue of an investment in a Fund where, for example: (i) the Fund invests in residual interests of Real Estate Mortgage Investment Conduits ("REMICs"), (ii) the Fund invests in a REIT that is a taxable mortgage pool ("TMP") or that has a subsidiary that is a TMP or that invests in the residual interest of a REMIC, or (iii) shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Code. Charitable remainder trusts are subject to special rules and should consult their tax advisor. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are encouraged to consult with their tax advisors regarding these issues.

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TAX SHELTER REPORTING REGULATIONS. Under United States Treasury regulations, generally, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of RICs such as the Funds are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

STATE TAXES. Depending upon state and local law, distributions by the Funds to their shareholders and the ownership of such shares may be subject to state and local taxes. Rules of state and local taxation of dividend and capital gains distributions from RICs often differ from the rules for federal income taxation described above. It is expected that each Fund will not be liable for any corporate excise, income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes.

Many states grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment requirements that must be met by the Funds. Investment in banker's acceptances, commercial paper, and repurchase agreements collateralized by U.S. government securities do not generally qualify for such tax-free treatment. The rules on exclusion of this income are different for corporate shareholders.

Shareholders are urged to consult their tax advisors regarding state and local taxes applicable to an investment in a Fund.

Fund shares held in a tax-qualified retirement account will generally not be subject to federal taxation on income and capital gains distributions from a Fund until a shareholder begins receiving payments from its retirement account. Because each shareholder's tax situation is different, shareholders should consult their tax advisor about the tax implications of an investment in a Fund.

FUND TRANSACTIONS

BROKERAGE TRANSACTIONS. Generally, equity securities, both listed and over-the-counter, are bought and sold through brokerage transactions for which commissions are payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers serving as market makers will include a dealer's mark-up or reflect a dealer's mark-down. Money market securities and other debt securities are usually bought and sold directly from the issuer or an underwriter or market maker for the securities. Generally, the Funds will not pay brokerage commissions for such purchases. When a debt security is bought from an underwriter, the purchase price will usually include an underwriting commission or concession. The purchase price for securities bought from dealers serving as market makers will similarly include the dealer's mark up or reflect a dealer's mark down. When a Fund executes transactions in the over-the-counter market, it will generally deal with primary market makers unless prices that are more favorable are otherwise obtainable.

In addition, an investment manager may place a combined order for two or more accounts it manages, including a Fund, engaged in the purchase or sale of the same security if, in its judgment, joint execution is in the best interest of each participant and will result in best price and execution. Transactions involving commingled orders are allocated in a manner deemed equitable to each account or Fund. Although it is recognized that, in some cases, the joint execution of orders could adversely affect the price or volume of the security that a particular account or Fund may obtain, it is the opinion of the investment managers that the advantages of combined orders outweigh the possible disadvantages of combined orders.

BROKERAGE SELECTION. The Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the investment managers may select a broker based upon brokerage or research services provided to the investment managers. The investment managers may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided.

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Section 28(e) of the 1934 Act permits the investment managers, under certain circumstances, to cause each Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. In addition to agency transactions, the investment managers may receive brokerage and research services in connection with certain riskless principal transactions, in accordance with applicable SEC guidance. Brokerage and research services include: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the investment managers believe that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to each Fund.

To the extent that research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation and pricing of investments. Examples of research-oriented services for which the investment managers might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The investment managers may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used in connection with the account that paid commissions to the broker providing such services. Information so received by the investment managers will be in addition to and not in lieu of the services required to be performed by the Adviser under the Advisory Agreement or the Sub-Adviser under the Sub-Advisory Agreement. Any advisory or other fees paid to the investment managers are not reduced as a result of the receipt of research services.

In some cases the investment managers may receive a service from a broker that has both a "research" and a "non-research" use. When this occurs, the investment managers make a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the investment managers will use their own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the investment managers face a potential conflict of interest, but the investment managers believe that their allocation procedures are reasonably designed to ensure that they appropriately allocate the anticipated use of such services to their research and non-research uses.

From time to time, the investment managers may purchase new issues of securities for clients, including the Funds, in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the investment managers with research services. FINRA has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research "credits" in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).

BROKERAGE WITH FUND AFFILIATES. The Funds may execute brokerage or other agency transactions through registered broker-dealer affiliates of the Funds, the Adviser or the Sub-Adviser for a commission in conformity with the 1940 Act and rules promulgated by the SEC. The 1940 Act requires that commissions paid to the affiliate by the Funds for exchange transactions not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts which are "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." The Trustees, including those who are not "interested persons" of the Funds, have adopted procedures for evaluating the reasonableness of commissions paid to affiliates and review these procedures periodically.

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SECURITIES OF "REGULAR BROKER-DEALERS." The Funds are required to identify any securities of their "regular brokers and dealers" (as such term is defined in the 1940 Act) that each Fund held during its most recent fiscal year. Because the Funds are new, as of the date of this SAI, the Funds did not hold any securities of "regular brokers or dealers."

PORTFOLIO TURNOVER RATE. Portfolio turnover rate is defined under SEC rules as the value of the securities purchased or securities sold, excluding all securities whose maturities at the time of acquisition were one-year or less, divided by the average monthly value of such securities owned during the year. Based on this definition, instruments with remaining maturities of less than one-year are excluded from the calculation of the portfolio turnover rate. Instruments excluded from the calculation of portfolio turnover generally would include the futures contracts in which a Fund may invest since such contracts generally have remaining maturities of less than one-year. A Fund may at times hold investments in other short-term instruments, such as repurchase agreements, which are excluded for purposes of computing portfolio turnover.

PORTFOLIO HOLDINGS

The Board has approved policies and procedures that govern the timing and circumstances regarding the disclosure of Fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to ensure that disclosure of information regarding the Funds' portfolio securities is in the best interests of the Fund shareholders, and include procedures to address conflicts between the interests of the Funds' shareholders, on the one hand, and those of the Adviser, the Sub-Adviser, principal underwriter, or any affiliated person of the Funds, the Adviser, the Sub-Adviser or the principal underwriter, on the other. Pursuant to such procedures, the Board has authorized the Adviser's Chief Compliance Officer ("Adviser CCO") to authorize the release of a Fund's portfolio holdings, as necessary, in conformity with the foregoing principles. The Adviser CCO, either directly or through reports by the Trust's Chief Compliance Officer, reports quarterly to the Board regarding the operation and administration of such policies and procedures.

Pursuant to applicable law, the Funds are required to disclose their complete portfolio holdings quarterly, within 60 days of the end of each fiscal quarter (currently, each January 31, April 30, July 31, and October 31). Each Fund will disclose a complete or summary schedule of investments (which includes each of the Fund's 50 largest holdings in unaffiliated issuers and each investment in unaffiliated issuers that exceeds one percent of the Fund's NAV ("Summary Schedule")) following the second and fourth quarters in its Semi-Annual and Annual Reports which are distributed to Fund shareholders. The Funds' complete schedule of investments following the first and third fiscal quarters will be available in quarterly holdings reports filed with the SEC on Form N-Q, and the Funds' complete schedule of investments following the second and fourth fiscal quarters will be available in Shareholder Reports filed with the SEC on Form N-CSR.

Reports filed with the SEC on Form N-Q and Form N-CSR are not distributed to Fund shareholders but will be available, free of charge, on the EDGAR database on the SEC's website at www.sec.gov. Should a Fund include only a Summary Schedule rather than a complete schedule of investments in its Semi-Annual and Annual Reports, its Form N-CSR will be available without charge, upon request, by calling 1-855-4-ALPHAONE. Each Fund provides information about its complete portfolio holdings within 30 days after the end of each calendar quarter on the internet at www.alphaonecapital.com.

In addition to information provided to shareholders and the general public, portfolio holdings information may be disclosed as frequently as daily to certain service providers, such as the Custodian, Administrator or Transfer Agent, in connection with their services to the Funds. From time to time rating and ranking organizations, such as S&P, Lipper and Morningstar, Inc., may request non-public portfolio holdings information in connection with rating a Fund. Similarly, institutional investors, financial planners, pension plan sponsors and/or their consultants or other third-parties may request portfolio holdings information in order to assess the risks of each Fund's portfolio along with related performance attribution statistics. The lag time for such disclosures will vary. The Funds believe that these third parties have legitimate objectives in requesting such portfolio holdings information.

The Funds' policies and procedures provide that the Adviser's CCO may authorize disclosure of non-public portfolio holdings information to such parties at differing times and/or with different lag times. Prior to making any disclosure to a third party, the Adviser's CCO must determine that such disclosure serves a reasonable business purpose, is in the best interests of Fund shareholders and that to the extent conflicts between the interests of Fund shareholders and those of the Adviser, the Sub-

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Adviser, principal underwriter, or any affiliated person of the Funds exist, such conflicts are addressed. Portfolio holdings information may be disclosed no more frequently than monthly to ratings agencies, consultants and other qualified financial professionals or individuals. The disclosures will not be made sooner than three days after the date of the information. The Trust's Chief Compliance Officer will regularly review these arrangements and will make periodic reports to the Board regarding disclosure pursuant to such arrangements.

With the exception of disclosures to rating and ranking organizations as described above, each Fund requires any third party receiving non-public holdings information to enter into a confidentiality agreement with the Adviser. The confidentiality agreement provides, among other things, that non-public portfolio holdings information will be kept confidential and that the recipient has a duty not to trade on the non-public information and will use such information solely to analyze and rank each Fund, or to perform due diligence and asset allocation, depending on the recipient of the information.

The Funds' policies and procedures prohibit any compensation or other consideration from being paid to or received by any party in connection with the disclosure of portfolio holdings information, including the Funds, the Adviser, the Sub-Adviser and their affiliates or recipients of the Funds' portfolio holdings information.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of funds and shares of each fund. Each share of a fund represents an equal proportionate interest in that fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees may create additional series or classes of shares. All consideration received by the Trust for shares of any fund and all assets in which such consideration is invested would belong to that fund and would be subject to the liabilities related thereto. Share certificates representing shares will not be issued. The Funds' shares, when issued, are fully paid and non-assessable.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust could, under certain circumstances, be held personally liable as partners for the obligations of the trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders incurring financial loss for that reason appears remote because the Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any shareholder held personally liable for the obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his or her own willful defaults and, if reasonable care has been exercised in the selection of officers, agents, employees or investment advisers, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust also provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual or threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. Nothing contained in this section attempts to disclaim a Trustee's individual liability in any manner inconsistent with the federal securities laws.

PROXY VOTING

The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Funds to the Adviser. The Adviser has delegated the responsibility for decisions regarding proxy voting for securities held by the AlphaOne VIMCO Small Cap Value Fund to the Sub-Adviser. The

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Adviser and the Sub-Adviser will each vote such proxies in accordance with their respective proxy voting policies and procedures, which are included in Appendix B to this SAI.

The Trust is required to disclose annually each Fund's complete proxy voting record during the most recent 12-month period ended June 30 on Form N-PX. This voting record is available: (i) without charge, upon request, by calling 1-855-4-ALPHAONE; and (ii) on the SEC's website at http://www.sec.gov.

CODES OF ETHICS

The Board, on behalf of the Trust, has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Adviser, the Sub-Adviser, the Distributor and the Administrator have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics (each a "Code of Ethics" and together the "Codes of Ethics") apply to the personal investing activities of trustees, officers and certain employees ("access persons"). Rule 17j-1 and the Codes of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under each Code of Ethics, access persons are permitted to invest in securities, including securities that may be purchased or held by the Funds, but are required to report their personal securities transactions for monitoring purposes. In addition, access persons are required to obtain approval before investing in initial public offerings and limited offerings or are prohibited from making such investments. Copies of these Codes of Ethics are on file with the SEC, and are available to the public.

PRINCIPAL SHAREHOLDERS AND CONTROL PERSONS

Because the Funds are new, as of the date of this SAI, the Funds did not have any principal shareholders or control persons to report.

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APPENDIX A

DESCRIPTION OF RATINGS

The following descriptions of securities ratings have been published by Moody's Investors Services, Inc. ("Moody's"), Standard & Poor's ("S&P"), and Fitch Ratings ("Fitch"), respectively.

DESCRIPTION OF MOODY'S GLOBAL RATINGS

Ratings assigned on Moody's global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.

DESCRIPTION OF MOODY'S GLOBAL LONG-TERM RATINGS

Aaa Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.

Baa Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Ba Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

B Obligations rated B are considered speculative and are subject to high credit risk.

Caa Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.

Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

NOTE: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

HYBRID INDICATOR (HYB)

The hybrid indicator (hyb) is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms. By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation

A-1

rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.

DESCRIPTION OF MOODY'S GLOBAL SHORT-TERM RATINGS

P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

DESCRIPTION OF MOODY'S U.S. MUNICIPAL SHORT-TERM OBLIGATION RATINGS

The Municipal Investment Grade ("MIG") scale is used to rate U.S. municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer's long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels--MIG 1 through MIG 3--while speculative grade short-term obligations are designated SG.

Moody's U.S. municipal short-term obligation ratings are as follows:

MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

DESCRIPTION OF MOODY'S DEMAND OBLIGATION RATINGS

In the case of variable rate demand obligations ("VRDOs"), a two-component rating is assigned: a long or short-term debt rating and a demand obligation rating. The first element represents Moody's evaluation of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of risk associated with the ability to receive purchase price upon demand ("demand feature"). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade ("VMIG") scale.

Moody's demand obligation ratings are as follows:

VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit

A-2

strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

DESCRIPTION OF S&P'S ISSUE CREDIT RATINGS

An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P's view of the obligor's capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days--including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.

Issue credit ratings are based, in varying degrees, on S&P's analysis of the following considerations:

o The likelihood of payment--the capacity and willingness of the obligor to meet its financial commitment on a financial obligation in accordance with the terms of the obligation;

o The nature of and provisions of the financial obligation; and the promise S&P imputes; and

o The protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recoveryin the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

DESCRIPTION OF S&P'S LONG-TERM ISSUE CREDIT RATINGS*

AAA An obligation rated 'AAA' has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

A An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

BBB An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB; B; CCC; CC; AND C Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative

A-3

characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.

CCC An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC An obligation rated 'CC' is currently highly vulnerable to nonpayment. The 'CC' rating is used when a default has not yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.

C An obligation rated 'C' is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.

D An obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.

NR This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

*The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

DESCRIPTION OF S&P'S SHORT-TERM ISSUE CREDIT RATINGS

A-1 A short-term obligation rated 'A-1' is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

A-3 A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B A short-term obligation rated 'B' is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitments.

A-4

C A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D A short-term obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.

DESCRIPTION OF S&P'S MUNICIPAL SHORT-TERM NOTE RATINGS

An S&P U.S. municipal note rating reflects S&P's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P's analysis will review the following considerations:

o Amortization schedule--the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

o Source of payment--the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

S&P's municipal short-term note ratings are as follows:

SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 Speculative capacity to pay principal and interest.

DESCRIPTION OF FITCH'S CREDIT RATINGS

Fitch's credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested.

The terms "investment grade" and "speculative grade" have established themselves over time as shorthand to describe the categories 'AAA' to 'BBB' (investment grade) and 'BB' to 'D' (speculative grade). The terms "investment grade" and "speculative grade" are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. "Investment grade" categories indicate relatively low to moderate credit risk, while ratings in the "speculative" categories either signal a higher level of credit risk or that a default has already occurred.

Fitch's credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ABILITY of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the OBLIGATION to pay upon a commitment (for example, in the case of index-linked bonds).

In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the

A-5

likelihood of non-payment or default in accordance with the terms of that instrument's documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation's documentation).

For the convenience of investors, Fitch may also include issues relating to a rated issuer that are not and have not been rated on its webpage. Such issues are denoted 'NR.'

DESCRIPTION OF FITCH'S LONG-TERM CORPORATE FINANCE OBLIGATIONS RATINGS

AAA Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA Very high credit quality. 'AA' ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB Good credit quality. 'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

BB Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B Highly speculative. 'B' ratings indicate that material credit risk is present.

CCC Substantial credit risk. 'CCC' ratings indicate that substantial credit risk is present.

CC Very high levels of credit risk. 'CC' ratings indicate very high levels of credit risk.

C Exceptionally high levels of credit risk. 'C' ratings indicate exceptionally high levels of credit risk.

Defaulted obligations typically are not assigned 'RD' or 'D' ratings, but are instead rated in the 'B' to 'C' rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

Note: The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' rating category, or to corporate finance obligation ratings in the categories below 'CCC'.

The subscript 'emr' is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.

A-6

DESCRIPTION OF FITCH'S SHORT-TERM RATINGS

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

Fitch's short-term ratings are as follows:

F1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

F2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

F3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.

B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

C High short-term default risk. Default is a real possibility.

RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.

D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

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APPENDIX B -- PROXY VOTING POLICIES AND PROCEDURES

B-1

ALPHAONE INVESTMENT SERVICES, LLC

ALPHAONE INVESTMENT SERVICES, LLC
PROXY VOTING POLICIES AND PROCEDURES

I. POLICY

AlphaOne Investment Services, LLC (the "ADVISER") acts as discretionary investment adviser for a private fund, clients who may be governed by the Employee Retirement Income Security Act of 1974, ("ERISA"), and as discretionary investment adviser to certain brokerage accounts. The Adviser's authority to vote proxies or act on other shareholder actions on behalf of its clients is established under the delegation of discretionary authority under its investment advisory contracts. Therefore, unless a client (including a "named fiduciary" under ERISA) specifically reserves the right, in writing, to vote its own proxies or to take shareholder action in other corporate actions, the Adviser will vote all proxies or act on all other actions received in sufficient time prior to their deadlines as part of its full discretionary authority over the assets in accordance with these Proxy Voting Policies and Procedures (these "POLICIES AND PROCEDURES"). Corporate actions may include, for example and without limitation, tender offers or exchanges, bankruptcy proceedings, and class actions.

When voting proxies or acting on corporate actions on behalf of clients, the Adviser will act in a manner deemed prudent and diligent and will exercise its voting authority in a manner that is in the best interests of its clients and consistent with the investment objectives of the Adviser's clients.

II. PURPOSE

The purpose of these Policies and Procedures is to memorialize the procedures and policies adopted by the Adviser to enable it to comply with its responsibilities and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended ("ADVISERS ACT"). THESE POLICIES AND PROCEDURES ALSO REFLECT THE FIDUCIARY STANDARDS AND RESPONSIBILITIES SET FORTH BY THE DEPARTMENT OF LABOR FOR ERISA ACCOUNTS.

III. PROCEDURES

The Adviser's Chief Compliance Officer ("CCO") shall be ultimately responsible for ensuring that all proxies and corporate actions received by the Adviser are voted in a timely manner and voted consistently across all portfolios or in accordance with any specific written instructions provided by a client. Although many proxy proposals can be voted in accordance with the Adviser's established guidelines (see Section VI below) (the "GUIDELINES"), the Adviser recognizes that certain proposals may require special consideration and that a client may provide the Adviser with specific voting instructions that may differ from the Adviser's general Guidelines. Under such circumstances, the Adviser may make an exception to its general voting Guidelines. The Adviser may engage a non-affiliated third party vendor to vote proxies on behalf of its clients.

B-2

A. CONFLICTS OF INTEREST. Where a proxy proposal raises a material conflict of interest between the Adviser's interests and that of one or more its clients, the Adviser shall resolve such conflict in the manner described below.

1. VOTE IN ACCORDANCE WITH THE GUIDELINES. To the extent that the Adviser has LITTLE OR NO DISCRETION to deviate from the Guidelines with respect to the proposal in question, the Adviser shall vote in accordance with the pre-determined voting policies set forth in the Guidelines.

2. OBTAIN CONSENT OF CLIENTS. To the extent that the Adviser has discretion to deviate from the Guidelines with respect to the proposal in question, the Adviser shall disclose the conflict to the relevant clients and obtain their consent to the proposed vote prior to voting the securities. The disclosure to the clients will include sufficient detail regarding the matter to be voted on and the nature of the Adviser's conflict that the clients would be able to make an informed decision regarding the vote. When a client does not respond to such a conflict disclosure request or denies the request, the Adviser will abstain from voting the securities held by that client's account.

B. LIMITATIONS. In certain circumstances, in accordance with a client's investment advisory contract (or other written directive) or where the Adviser has determined that it is in the client's best interest, the Adviser will not vote proxies received. The following are some circumstances where the Adviser will limit its role in voting proxies received on client securities:

1. CLIENT MAINTAINS PROXY VOTING AUTHORITY: Where client specifies in writing that it will maintain the authority to vote proxies itself or that it has delegated the right to vote proxies to a third party, the Adviser will not vote the securities and will direct the relevant custodian to send the proxy material directly to the client. If any proxy material is received by the Adviser, it will promptly be forwarded to the client.

2. LIMITED VALUE OR TERMINATED ACCOUNT: If the Adviser concludes that the client's economic interest or the value of the portfolio holding is indeterminable or insignificant, the Adviser will abstain from voting a client's proxies. The Adviser will also abstain from voting a client's proxies where a proxy is received for a client's account that has been terminated with the Adviser. Regardless of any applicable record date of an issuer, the Adviser will not vote proxies received for securities that are no longer held in a client's account. In addition, the Adviser generally will not vote securities where the economic value of the securities in the client account is less than $500.

3. UNJUSTIFIABLE COSTS: In certain circumstances, after doing a cost-benefit analysis, the Adviser may abstain from voting where the cost of voting a client's proxy would exceed any anticipated benefits of the proxy proposal.

IV. RECORD KEEPING

B-3

Adviser may rely on records of proxy votes maintained by a proxy voting service if the service has undertaken to provide a copy of such records promptly upon request); (iv) records of client requests for proxy voting information and the Adviser's written responses to written or oral requests; (v) any documents prepared by the Adviser that were material to making a decision how to vote or that memorialized the basis for the decision; and (vi) records relating to requests made to clients regarding conflicts of interest in voting the proxy.

See Section XII of the Compliance Manual, Books and Records, as to the record retention requirements of the Advisers Act with respect to the above records.

Sub-advisers to mutual funds are typically delegated responsibility for voting proxies relating to portfolio securities held by the fund for which the sub-adviser has investment discretion or responsibility. The sub-advisers each have their own proxy voting policies and procedures.

Form N-PX. Rule 30b1-4 under the 1940 Act requires mutual funds, as registered investment companies, to file, by August 31 of each year, their complete proxy voting records on Form N-PX for the 12-month period ended June 30. The CCO will review all reports on Form N-PX of the mutual fund clients of AlphaOne and assist the funds in the timely filing of all such reports on Form N-PX.

V. DISCLOSURE TO CLIENTS

The Adviser will describe in its Part II of Form ADV (or other brochure fulfilling the requirement of Rule 204-3) its proxy voting policies and procedures and advising clients how they may obtain information on how the Adviser voted their securities. Clients may obtain information on how their securities were voted or a copy of the Adviser's Policies and Procedures by written request addressed to the Adviser. Finally, Rule 206(4)-6 under the Advisers Act requires registered investment advisers to provide clients with a concise summary of the adviser's proxy voting policies and procedures and, upon request, to provide clients with a copy of such policies and procedures.

VI. GUIDELINES

Each proxy proposal or shareholder action will be considered individually. The following is a guideline on how the Adviser will vote certain proposals that are subject to shareholder approval. The vote recommendations set forth below are guidelines with respect to certain proposals and are not intended to be rigid voting rules as the manner in which proxies are ultimately voted will depend on market conditions and other extenuating facts and circumstances (i.e. proxy contests and the performance of an issuer) that may affect the Adviser's voting decisions.

Where the Guidelines outline the Adviser's voting position to be determined on a "case by case" basis for such proxy proposal, or such or such proposal is not listed in the Guidelines, then the Adviser will choose either to vote the proxy in accordance with the voting recommendation of a non-affiliated third party vendor, or will vote the proxy pursuant to client direction. The method selected by the Adviser will depend on the facts and circumstances of each situation and the requirements of applicable law.

B-4

------------------------------------------------------------------------------------------------------------------------------------
PROPOSAL                                                                                              VOTING ACTION
------------------------------------------------------------------------------------------------------------------------------------
Proposals relating to an issuer's board of directors such as the following:                           Approve

proposals to elect of members of an issuer's board of directors, except if there is a
proxy fight;

proposals that provide for the limitation of directors' liability, provided however,
that proposals providing for the indemnification of directors and or officers shall be
evaluated and voted on a case-by-case basis after evaluating applicable laws and
extent of protection required; and

proposals that establish staggered terms for the board of directors
------------------------------------------------------------------------------------------------------------------------------------
Proposals relating to eliminating mandatory director retirement policies                              Case-by-Case basis
------------------------------------------------------------------------------------------------------------------------------------
Proposals relating to anti-takeover measures such as the following: proposals to                      Oppose
limit the ability of shareholders to call special meetings; proposals to require super
majority votes;

proposals requesting excessive increases in authorized common or preferred stock
where management provides no explanation for the need or use of capital stock;
and

proposals permitting "green mail"
------------------------------------------------------------------------------------------------------------------------------------
Proposals providing for cumulative voting rights                                                      Oppose
------------------------------------------------------------------------------------------------------------------------------------
Proposals approving the elimination of preemptive rights                                              Approve

Preemptive rights give current shareholders the opportunity to maintain their
current percentage ownership through any subsequent equity offerings. These
provisions are no longer common in the US and can restrict management's ability
to raise new capital. The Adviser will approve the elimination of preemptive rights,
but will oppose the elimination of limited preemptive rights, e.g. on proposed
issues representing more than an acceptable level of total dilution.
------------------------------------------------------------------------------------------------------------------------------------
Proposals regarding the establishment as to the date and place of annual meetings                     Approve
------------------------------------------------------------------------------------------------------------------------------------
Proposals providing for confidential voting                                                           Approve

Confidential voting is most often proposed by shareholders as a means of
eliminating undue management pressure on shareholders regarding their vote in
proxy issues. The Adviser will generally approve these proposals as shareholders
can later divulge their votes to management on a selective basis if a legitimate
reason arises
------------------------------------------------------------------------------------------------------------------------------------
Proposals approving the election of auditors recommended by management,                               Approve
unless the issuer is seeking to replace the existing auditor due to a dispute over
policies
------------------------------------------------------------------------------------------------------------------------------------

B-5

------------------------------------------------------------------------------------------------------------------------------------
PROPOSAL                                                                                              VOTING ACTION
------------------------------------------------------------------------------------------------------------------------------------
Proposals providing for a limitation on charitable contributions or fees paid to                      Approve
lawyers
------------------------------------------------------------------------------------------------------------------------------------
Proposals relating to social issues, unless otherwise specified by client mandate or                  Oppose
guidelines
------------------------------------------------------------------------------------------------------------------------------------
Proposals approving the establishment of or amendment to existing employee stock                      Approve
option plans, stock purchase plans and 401(k) Plans
------------------------------------------------------------------------------------------------------------------------------------
Proposals approving stock options and stock grants to management and directors                        Case-by-Case
------------------------------------------------------------------------------------------------------------------------------------

B-6

VILLANOVA INVESTMENT MANAGEMENT COMPANY, LLC

PROXY VOTING POLICIES AND PROCEDURES

I. POLICY

Villanova Investment Management Company, LLC (the "ADVISER") acts as discretionary investment adviser for a private fund, clients who may be governed by the Employee Retirement Income Security Act of 1974, ("ERISA"), and as discretionary investment adviser to certain brokerage accounts. The Adviser's authority to vote proxies or act on other shareholder actions on behalf of its clients is established under the delegation of discretionary authority under its investment advisory contracts. Therefore, unless a client (including a "named fiduciary" under ERISA) specifically reserves the right, in writing, to vote its own proxies or to take shareholder action in other corporate actions, the Adviser will vote all proxies or act on all other actions received in sufficient time prior to their deadlines as part of its full discretionary authority over the assets in accordance with these Proxy Voting Policies and Procedures (these "POLICIES AND PROCEDURES"). Corporate actions may include, for example and without limitation, tender offers or exchanges, bankruptcy proceedings, and class actions.

II. PURPOSE

III. PROCEDURES

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IV. RECORD KEEPING

In accordance with Rule 204-2 under the Advisers Act, the Adviser will maintain for the time periods set forth in the Rule (i) these Policies and Procedures, and any amendments thereto; (ii) all proxy statements received regarding client securities (provided however, that the Adviser may rely on the proxy statement filed on EDGAR as its records so long as it maintains a separate record identifying the statements that were received and relied upon); (iii) a record of votes cast on behalf of clients (the Adviser may rely on records of proxy votes maintained by a proxy voting service if the service has undertaken to provide a copy of such records promptly upon request); (iv) records of client requests for proxy voting information

B-8

and the Adviser's written responses to written or oral requests; (v) any documents prepared by the Adviser that were material to making a decision how to vote or that memorialized the basis for the decision; and (vi) records relating to requests made to clients regarding conflicts of interest in voting the proxy.

See Section XII of the Compliance Manual, Books and Records, as to the record retention requirements of the Advisers Act with respect to the above records.

Sub-advisers, such as VIMCO, to mutual funds are typically delegated responsibility for voting proxies relating to portfolio securities held by the fund for which the sub-adviser has investment discretion or responsibility. The sub-advisers, such as VIMCO, each have their own proxy voting policies and procedures.

Form N-PX. Rule 30b1-4 under the 1940 Act requires mutual funds, as registered investment companies, to file, by August 31 of each year, their complete proxy voting records on Form N-PX for the 12-month period ended June 30. The CCO will review all reports on Form N-PX of the mutual fund clients of VIMCO and assist the funds in the timely filing of all such reports on Form N-PX.

V. DISCLOSURE TO CLIENTS

The Adviser will describe in its Part 2 of Form ADV its proxy voting policies and procedures and advising clients how they may obtain information on how the Adviser voted their securities. Clients may obtain information on how their securities were voted or a copy of the Adviser's Policies and Procedures by written request addressed to the Adviser. Finally, Rule 206(4)-6 under the Advisers Act requires registered investment advisers to provide clients with a concise summary of the adviser's proxy voting policies and procedures and, upon request, to provide clients with a copy of such policies and procedures.

VI. GUIDELINES

Each proxy proposal or shareholder action will be considered individually. The following is a guideline on how the Adviser will vote certain proposals that are subject to shareholder approval. The vote recommendations set forth below are guidelines with respect to certain proposals and are not intended to be rigid voting rules as the manner in which proxies are ultimately voted will depend on market conditions and other extenuating facts and circumstances (i.e., proxy contests and the performance of an issuer) that may affect the Adviser's voting decisions.

------------------------------------------------------------------------------------------------------------------------------------
PROPOSAL                                                                                       VOTING ACTION
------------------------------------------------------------------------------------------------------------------------------------
Proposals relating to an issuer's board of directors such as the following:                    Approve
------------------------------------------------------------------------------------------------------------------------------------

B-9

------------------------------------------------------------------------------------------------------------------------------------
PROPOSAL                                                                                       VOTING ACTION
------------------------------------------------------------------------------------------------------------------------------------
proposals to elect of members of an issuer's board of directors, except if there is a
proxy fight;

proposals that provide for the limitation of directors' liability, provided however,
that proposals providing for the indemnification of directors and or officers shall be
evaluated and voted on a case-by-case basis after evaluating applicable laws and
extent of protection required; and

proposals that establish staggered terms for the board of directors
------------------------------------------------------------------------------------------------------------------------------------
Proposals relating to eliminating mandatory director retirement policies                       Case-by-Case
                                                                                               basis
------------------------------------------------------------------------------------------------------------------------------------
Proposals relating to anti-takeover measures such as the following: proposals to               Oppose
limit the ability of shareholders to call special meetings; proposals to require super
majority votes;

proposals requesting excessive increases in authorized common or preferred stock
where management provides no explanation for the need or use of capital stock;
and

proposals permitting "green mail"
------------------------------------------------------------------------------------------------------------------------------------
Proposals providing for cumulative voting rights                                               Oppose
------------------------------------------------------------------------------------------------------------------------------------
Proposals approving the elimination of preemptive rights                                       Approve

Preemptive rights give current shareholders the opportunity to maintain their
current percentage ownership through any subsequent equity offerings. These
provisions are no longer common in the US and can restrict management's ability to
raise new capital. The Adviser will approve the elimination of preemptive rights, but
will oppose the elimination of limited preemptive rights, e.g. on proposed issues
representing more than an acceptable level of total dilution.
------------------------------------------------------------------------------------------------------------------------------------
Proposals regarding the establishment as to the date and place of annual meetings              Approve
------------------------------------------------------------------------------------------------------------------------------------
Proposals providing for confidential voting                                                    Approve

Confidential voting is most often proposed by shareholders as a means of
eliminating undue management pressure on shareholders regarding their vote in
proxy issues. The Adviser will generally approve these proposals as shareholders can
later divulge their votes to management on a selective basis if a legitimate reason
arises.
------------------------------------------------------------------------------------------------------------------------------------

B-10

------------------------------------------------------------------------------------------------------------------------------------
PROPOSAL                                                                                       VOTING ACTION
------------------------------------------------------------------------------------------------------------------------------------
Proposals approving the election of auditors recommended by management, unless                 Approve
the issuer is seeking to replace the existing auditor due to a dispute over policies
------------------------------------------------------------------------------------------------------------------------------------
Proposals providing for a limitation on charitable contributions or fees paid to               Approve
lawyers
------------------------------------------------------------------------------------------------------------------------------------
Proposals relating to social issues, unless otherwise specified by client mandate or           Oppose
guidelines
------------------------------------------------------------------------------------------------------------------------------------
Proposals approving the establishment of or amendment to existing employee                     Approve
stock option plans, stock purchase plans and 401(k) Plans
------------------------------------------------------------------------------------------------------------------------------------
Proposals approving stock options and stock grants to management and directors                 Case-by-Case
------------------------------------------------------------------------------------------------------------------------------------

B-11

PART C: OTHER INFORMATION

ITEM 28. EXHIBITS:

(a)(1) Amended and Restated Agreement and Declaration of Trust of The Advisors' Inner Circle Fund (the "Registrant") dated July 18, 1991, as amended and restated February 18, 1997, is incorporated herein by reference to exhibit
(1)(b) of Post-Effective Amendment No. 28 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the U.S. Securities and Exchange Commission (the "SEC") via EDGAR Accession No. 0000950109-97-001691 on February 27, 1997.

(a)(2) Amendment No. 1, dated May 15, 2012, to the Registrant's Amended and Restated Agreement and Declaration of Trust dated July 18, 1991, as amended and restated February 18, 1997, is incorporated herein by reference to exhibit
(a)(2) of Post-Effective Amendment No. 190 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000262 on May 23, 2012.

(b) Registrant's Second Amended and Restated By-Laws are incorporated herein by reference to exhibit (b) of Post-Effective Amendment No. 179 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000087 on February 28, 2012.

(d)(1)(i) Investment Advisory Agreement, dated May 3, 1995, between the Registrant and First Manhattan Co. is incorporated herein by reference to exhibit (5)(g) of Post-Effective Amendment No. 24 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0000950109-96-001199 on February 28, 1996.

(d)(1)(ii) Amended and Restated Schedule, dated May 19, 1998, to the Investment Advisory Agreement, dated May 3, 1995, between the Registrant and First Manhattan Co. is incorporated herein by reference to exhibit (d)(9) of Post-Effective Amendment No. 34 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001047469-98-021496 on May 21, 1998.

(d)(1)(iii) Investment Advisory Agreement, dated March 15, 1999, between the Registrant and LSV Asset Management is incorporated herein by reference to exhibit (d)(8) of Post-Effective Amendment No. 46 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-01-500070 on June 22, 2001.

(d)(1)(iv) Amended Schedule A, dated May 13, 2014, to the Investment Advisory Agreement, dated March 15, 1999, between the Registrant and LSV Asset Management is incorporated herein by reference to exhibit (d)(1)(v) of Post-Effective Amendment No. 235 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000403 on June 10, 2014.

(d)(1)(v) Investment Advisory Agreement, dated June 24, 2002, between the Registrant and Acadian Asset Management LLC (formerly, Acadian Asset Management, Inc.) is incorporated herein by reference to exhibit (d)(17) of Post-Effective Amendment No. 55 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-02-000263 on August 30, 2002.

(d)(1)(vi) Amended Schedule A to the Investment Advisory Agreement, dated June 24, 2002, between the Registrant and Acadian Asset Management LLC (formerly, Acadian Asset Management, Inc.) is incorporated herein by reference to exhibit
(d)(12) of Post-Effective Amendment No. 127 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-10- 000392 on September 3, 2010.

C-1

(d)(1)(vii) Investment Advisory Agreement, dated June 24, 2002, between the Registrant and Cambiar Investors, LLC is incorporated herein by reference to exhibit (d)(19) of Post-Effective Amendment No. 55 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-02-000263 on August 30, 2002.

(d)(1)(viii) Amended Schedule A, dated August 30, 2016, to the Investment Advisory Agreement, dated June 24, 2002, between the Registrant and Cambiar Investors, LLC is incorporated herein by reference to exhibit (d)(1)(viii) of Post-Effective Amendment No. 267 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001529 on August 26, 2016.

(d)(1)(ix) Investment Advisory Agreement, dated June 24, 2002, between the Registrant and Investment Counselors of Maryland, LLC is incorporated herein by reference to exhibit (d)(23) of Post-Effective Amendment No. 55 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-02-000263 on August 30, 2002.

(d)(1)(x) Investment Advisory Agreement, dated June 24, 2002, between the Registrant and C.S. McKee, L.P. is incorporated herein by reference to exhibit
(d)(24) of Post-Effective Amendment No. 55 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-02-000263 on August 30, 2002.

(d)(1)(xi) Investment Advisory Agreement, dated October 10, 2016, between the Registrant and Rice Hall James & Associates LLC is incorporated herein by reference to exhibit (d)(1)(xi) of Post-Effective Amendment No. 277 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000154 on February 28, 2017.

(d)(1)(xii) Investment Advisory Agreement, dated June 24, 2002, between the Registrant and Thompson, Siegel & Walmsley LLC (formerly, Thompson, Siegel & Walmsley, Inc.) is incorporated herein by reference to exhibit (d)(27) of Post-Effective Amendment No. 55 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-02-000263 on August 30, 2002.

(d)(1)(xiii) Amendment and Revised Schedule A, dated June 1, 2010, to the Investment Advisory Agreement, dated June 24, 2002, between the Registrant and Thompson, Siegel & Walmsley LLC (formerly, Thompson, Siegel & Walmsley, Inc.) is incorporated herein by reference to exhibit (d)(21) of Post-Effective Amendment No. 126 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-10-000336 on August 30, 2010.

(d)(1)(xiv) Investment Advisory Agreement, dated May 28, 2004, between the Registrant and Haverford Investment Management, Inc. is incorporated herein by reference to exhibit (d)(30) of Post-Effective Amendment No. 79 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-05-000093 on February 25, 2005.

(d)(1)(xv) Investment Advisory Agreement, dated December 16, 2005, between the Registrant and Westwood Management Corp. is incorporated herein by reference to exhibit (d)(28) of Post-Effective Amendment No. 88 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-06-000081 on February 28, 2006.

(d)(1)(xvi) Amended Schedule A, dated December 30, 2016, to the Investment Advisory Agreement, dated December 16, 2005, between the Registrant and Westwood Management Corp., is incorporated herein by reference to exhibit (d)(1)(xvi) of Post-Effective Amendment No. 275 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001950 on December 30, 2016.

C-2

(d)(1)(xvii) Investment Advisory Agreement, dated February 27, 2006, between the Registrant and Edgewood Management LLC is incorporated herein by reference to exhibit (d)(33) of Post-Effective Amendment No. 95 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-07-000007 on January 12, 2007.

(d)(1)(xviii) Investment Advisory Agreement, dated March 10, 2010, between the Registrant and Sands Capital Management, LLC is incorporated herein by reference to exhibit (d)(30) of Post-Effective Amendment No. 123 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-10-000173 on April 30, 2010.

(d)(1)(xix) Investment Advisory Agreement, dated March 24, 2011, between the Registrant and AlphaOne Investment Services, LLC is incorporated herein by reference to exhibit (d)(35) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(d)(1)(xx) Amended Schedule A, dated December 19, 2017, to the Investment Advisory Agreement, dated March 24, 2011, between the Registrant and AlphaOne Investment Services, LLC, is filed herewith.

(d)(1)(xxi) Investment Advisory Agreement, dated June 20, 2011, between the Registrant and Loomis, Sayles & Company, L.P. is incorporated herein by reference to exhibit (d)(37) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(d)(1)(xxii) Investment Advisory Agreement, dated February 20, 2012, between the Registrant and Hamlin Capital Management, LLC is incorporated herein by reference to exhibit (d)(45) of Post-Effective Amendment No. 183 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000195 on March 28, 2012.

(d)(1)(xxiii) Investment Advisory Agreement, dated February 3, 2012, between the Trust and Thomson Horstmann & Bryant, Inc. is incorporated herein by reference to exhibit (d)(45) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(d)(1)(xxiv) Amended Schedule A to the Investment Advisory Agreement, dated February 3, 2012, between the Trust and Thomson Horstmann & Bryant, Inc. is incorporated herein by reference to exhibit (d)(49) of Post-Effective Amendment No. 225 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000589 on October 9, 2013.

(d)(1)(xxv) Investment Advisory Agreement, dated May 1, 2014, between the Registrant and Cornerstone Advisors, Inc. is incorporated herein by reference to exhibit (d)(1)(xxviii) of Post-Effective Amendment No. 236 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000442 on June 24, 2014.

(d)(1)(xxvi) Amended Schedule A, dated August 30, 2016, to the Investment Advisory Agreement, dated May 1, 2014, between the Registrant and Cornerstone Advisors, Inc. is incorporated herein by reference to exhibit (d)(1)(xxvii) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(d)(1)(xxvii) Investment Advisory Agreement, dated January 31, 2013, between the Registrant and Harvest Global Investments Limited is incorporated herein by reference to exhibit (d)(1)(xxix) of Post-Effective Amendment No. 236 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000442 on June 24, 2014.

C-3

(d)(1)(xxviii) Investment Advisory Agreement, dated September 3, 2013, between the Registrant and AT Investment Advisers, Inc. (formerly, Stein Roe Investment Counsel, Inc.) is incorporated herein by reference to exhibit (d)(1)(xxx) of Post-Effective Amendment No. 236 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000442 on June 24, 2014.

(d)(1)(xxix) Amended Schedule A, dated December 13, 2017, to the Investment Advisory Agreement, dated September 13, 2013, between the Registrant and AT Investment Advisers, Inc. (formerly, Stein Roe Investment Counsel, Inc.), is incorporated herein by reference to exhibit (d)(1)(xxix) of Post-Effective Amendment No. 288 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-001113 on December 13, 2017.

(d)(1)(xxx) Investment Advisory Agreement, dated July 3, 2013, between the Registrant and Fayez Sarofim & Co. is incorporated herein by reference to exhibit (d)(74) of Post-Effective Amendment No. 219 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000386 on July 26, 2013.

(d)(2)(i) Investment Sub-Advisory Agreement, dated December 27, 2011, between Westwood Management Corp. and SKY Harbor Capital Management, LLC, relating to the Westwood Short Duration High Yield Fund and Westwood Opportunistic High Yield Fund, is incorporated herein by reference to exhibit (d)(29) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(d)(2)(ii) Amended Schedule A, dated November 17, 2014, to the Investment Sub-Advisory Agreement, dated December 27, 2011, between Westwood Management Corp. and SKY Harbor Capital Management, LLC, relating to the Westwood Short Duration High Yield Fund and Westwood Opportunistic High Yield Fund, is incorporated herein by reference to exhibit (d)(2)(ii) of Post-Effective Amendment No. 248 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000803 on December 29, 2014.

(d)(2)(iii) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Parametric Portfolio Associates([R]) LLC, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(ii) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(iv) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and LSV Asset Management, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(iii) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(v) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Harris Associates L.P., relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(iv) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(vi) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Thornburg Investment Management, Inc., relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(v) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

C-4

(d)(2)(vii) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Marsico Capital Management, LLC, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(vi) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(viii) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Cramer Rosenthal McGlynn LLC, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(viii) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(ix) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Fairpointe Capital LLC, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(ix) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(x) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Phocas Financial Corporation, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(x) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xi) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Allianz Global Investors U.S. LLC, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(xi) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xii) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Acadian Asset Management LLC, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(xii) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xiii) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Driehaus Capital Management LLC, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(xiii) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xiv) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and OFI SteelPath, Inc., relating to the Cornerstone Advisors Income Opportunities Fund, is incorporated herein by reference to exhibit (d)(2)(xiv) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xv) Amendment, dated May 18, 2016, to the Investment Sub-Advisory Agreement between Cornerstone Advisors, Inc. and OFI SteelPath, Inc., relating to the Cornerstone Advisors Income Opportunities Fund, is incorporated herein by reference to exhibit (d)(2)(xv) of Post-Effective Amendment No. 277 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000154 on February 28, 2017.

C-5

(d)(2)(xvi) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and ClariVest Asset Management LLC, relating to the Cornerstone Advisors Public Alternatives Fund and Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(xvi) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xvii) Amended Schedule A, dated December 15, 2014, to the Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and ClariVest Asset Management LLC, relating to the Cornerstone Advisors Public Alternatives Fund and Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(xvii) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(d)(2)(xviii) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Kayne Anderson Capital Advisors, L.P., relating to the Cornerstone Advisors Real Assets Fund, is incorporated herein by reference to exhibit (d)(2)(xvii) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xix) Amendment, dated September 1, 2016, to the Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Kayne Anderson Capital Advisors, L.P., relating to the Cornerstone Advisors Real Assets Fund, is incorporated herein by reference to exhibit (d)(2)(xviii) of Post-Effective Amendment No. 272 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001815 on October 31, 2016.

(d)(2)(xx) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and BlackRock Financial Management, LLC, relating to the Cornerstone Advisors Real Assets Fund, is incorporated herein by reference to exhibit (d)(2)(xviii) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xxi) Investment Sub-Advisory Agreement, dated September 5, 2014, between Cornerstone Advisors, Inc. and Numeric Investors, LLC, relating to the Cornerstone Advisors Global Public Equity Fund and Cornerstone Advisors Public Alternatives Fund, is incorporated herein by reference to exhibit (d)(2)(xx) of Post-Effective Amendment No. 272 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001815 on October 31, 2016.

(d)(2)(xxii) Amended and Restated Schedule A, dated November 16, 2016, to the Investment Sub-Advisory Agreement, dated September 5, 2014, between Cornerstone Advisors, Inc. and Numeric Investors, LLC, relating to the Cornerstone Advisors Global Public Equity Fund and Cornerstone Advisors Public Alternatives Fund, is incorporated herein by reference to exhibit (d)(2)(xxii) of Post-Effective Amendment No. 277 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000154 on February 28, 2017.

(d)(2)(xxiii) Investment Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Strategic Income Management, LLC, relating to the Cornerstone Advisors Income Opportunities Fund, is incorporated herein by reference to exhibit (d)(2)(xx) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

C-6

(d)(2)(xxiv) Investment Sub-Advisory Agreement, dated June 3, 2014, between Cornerstone Advisors, Inc. and AJO, LP, relating to the Cornerstone Advisors Public Alternatives Fund, is incorporated herein by reference to exhibit
(d)(2)(xxi) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xxv) Amended Schedule A, dated August 31, 2015, to the Investment Sub-Advisory Agreement, dated June 3, 2014, between Cornerstone Advisors, Inc. and AJO, LP, relating to the Cornerstone Advisors Public Alternatives Fund, is incorporated herein by reference to exhibit (d)(2)(xxiii) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(d)(2)(xxvi) Investment Sub-Advisory Agreement, dated June 3, 2014, between Cornerstone Advisors, Inc. and Wells Fargo Portfolio Risk Advisors, a Division of Structured Asset Investors, LLC, relating to the Cornerstone Advisors Public Alternatives Fund, is incorporated herein by reference to exhibit (d)(2)(xxii) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(d)(2)(xxvii) Investment Sub-Advisory Agreement, dated January 15, 2016, between Cornerstone Advisors, Inc. and Robert W. Baird & Co. Incorporated, relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(xxv) of Post-Effective Amendment No. 263 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001304 on April 29, 2016.

(d)(2)(xxviii) Investment Sub-Advisory Agreement, dated August 24, 2016, between Cornerstone Advisors, Inc. and Franklin Advisers, Inc., relating to the Cornerstone Advisors Core Plus Bond Fund, is incorporated herein by reference to exhibit (d)(2)(xxvi) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(d)(2)(xxix) Investment Sub-Advisory Agreement, dated August 24, 2016, between Cornerstone Advisors, Inc. and Loomis, Sayles & Company, L.P., relating to the Cornerstone Advisors Core Plus Bond Fund, is incorporated herein by reference to exhibit (d)(2)(xxvii) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(d)(2)(xxx) Investment Sub-Advisory Agreement, dated August 24, 2016, between Cornerstone Advisors, Inc. and Metropolitan West Asset Management LLC, relating to the Cornerstone Advisors Core Plus Bond Fund, is incorporated herein by reference to exhibit (d)(2)(xxviii) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(d)(2)(xxxi) Investment Sub-Advisory Agreement, dated August 24, 2016, between Cornerstone Advisors, Inc. and Prime Advisors, Inc., relating to the Cornerstone Advisors Core Plus Bond Fund, is incorporated herein by reference to exhibit (d)(2)(xxix) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(d)(2)(xxxii) Investment Sub-Advisory Agreement, dated December 20, 2017, between AlphaOne Investment Services, LLC and Villanova Investment Management Company LLC, relating to the AlphaOne VIMCO Small Cap Value Fund, is filed herewith.

(d)(3)(i) Amended and Restated Expense Limitation Agreement, dated February 13, 2013, between the Registrant and LSV Asset Management, relating to the LSV Funds, is incorporated herein by reference to exhibit (d)(10) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

C-7

(d)(3)(ii) Amended Schedule A, dated May 13, 2014, to the Amended and Restated Expense Limitation Agreement, dated February 13, 2013, between the Registrant and LSV Asset Management, relating to the LSV Funds, is incorporated herein by reference to exhibit (d)(3)(ii) of Post-Effective Amendment No. 235 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000403 on June 10, 2014.

(d)(3)(iii) Amended and Restated Expense Limitation Agreement, dated September 1, 2016, between the Registrant and Cambiar Investors, LLC, relating to the Cambiar Funds, is incorporated herein by reference to exhibit (d)(3)(iii) of Post-Effective Amendment No. 268 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001670 on September 1, 2016.

(d)(3)(iv) Amended and Restated Expense Limitation Agreement, dated February 23, 2016, between the Registrant and Rice Hall James & Associates, LLC, relating to the Rice Hall James Funds, is incorporated herein by reference to exhibit (d)(3)(vi) of Post-Effective Amendment No. 263 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001304 on April 29, 2016.

(d)(3)(v) Expense Limitation Agreement, dated March 1, 2008, between the Registrant and Haverford Investment Management, Inc., relating to the Haverford Quality Growth Stock Fund, is incorporated herein by reference to exhibit
(d)(25) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(d)(3)(vi) Amended and Restated Expense Limitation Agreement, dated February 10, 2015, between the Registrant and Westwood Management Corp., relating to the Westwood Funds, is incorporated herein by reference to exhibit (d)(3)(ix) of Post-Effective Amendment No. 254 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-15-000298 on April 20, 2015.

(d)(3)(vii) Amended Schedule A, dated May 23, 2017, to the Amended and Restated Expense Limitation Agreement, dated February 10, 2015, between the Registrant and Westwood Management Corp., relating to the Westwood Funds, is incorporated herein by reference to exhibit (d)(3)(vii) of Post-Effective Amendment No. 282 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000686 on July 24, 2017.

(d)(3)(viii) Amended and Restated Expense Limitation Agreement between the Registrant and Edgewood Management LLC, relating to the Edgewood Growth Fund, to be filed by amendment.

(d)(3)(ix) Expense Limitation Agreement, dated March 31, 2010, between the Registrant and Sands Capital Management, LLC, relating to the Sands Capital Global Growth Fund, is incorporated herein by reference to exhibit (d)(34) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(d)(3)(x) Expense Limitation Agreement, effective as of March 28, 2011, between the Registrant and AlphaOne Investment Services, LLC, relating to the AlphaOne Small Cap Opportunities Fund, is incorporated herein by reference to exhibit
(d)(43) of Post-Effective Amendment No. 154 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-11-000353 on June 29, 2011.

(d)(3)(xi) Amended Schedule A, dated December 19, 2017, to the Expense Limitation Agreement, effective as of March 28, 2011, between the Registrant and AlphaOne Investment Services, LLC, relating to the AlphaOne Funds, is filed herewith.

(d)(3)(xii) Expense Limitation Agreement, dated December 15, 2011, between the Registrant and Loomis, Sayles & Company, L.P., relating to the Loomis Sayles Full Discretion Institutional Securitized Fund, is incorporated herein by reference to exhibit (d)(38) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

C-8

(d)(3)(xiii) Amended and Restated Expense Limitation Agreement, dated April 30, 2013, between the Registrant and Hamlin Capital Management, LLC, relating to the Hamlin High Dividend Equity Fund, is incorporated herein by reference to exhibit (d)(42) of Post-Effective Amendment No. 210 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000257 on April 30, 2013.

(d)(3)(xiv) Expense Limitation Agreement, dated March 28, 2012, between the Registrant and Thomson Horstmann & Bryant, Inc., relating to the Thomson Horstmann & Bryant MicroCap Fund, is incorporated herein by reference to exhibit (d)(46) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(d)(3)(xv) Amended Schedule A to the Expense Limitation Agreement, dated March 28, 2012, between the Registrant and Thomson Horstmann & Bryant, Inc., relating to the Thomson Horstmann & Bryant MicroCap Fund, is incorporated herein by reference to exhibit (d)(50) of Post-Effective Amendment No. 225 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000589 on October 9, 2013.

(d)(3)(xvi) Expense Limitation Agreement, dated January 31, 2013, between the Registrant and Harvest Global Investments Limited, relating to the Harvest Funds, is incorporated herein by reference to exhibit (d)(3)(xix) of Post-Effective Amendment No. 236 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000442 on June 24, 2014.

(d)(3)(xvii) Expense Limitation Agreement, dated February 23, 2016, between the Registrant and AT Investment Advisers, Inc., relating to the AT Disciplined Equity Fund, AT Income Opportunities Fund and AT Mid Cap Equity Fund, is incorporated herein by reference to exhibit (d)(3)(xix) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(d)(3)(xviii) Expense Limitation Agreement, dated December 13, 2017, between the Registrant and AT Investment Advisers, Inc., relating to the AT All Cap Growth Fund and AT Equity Income Fund, is incorporated herein by reference to exhibit
(d)(3)(xviii) of Post-Effective Amendment No. 288 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-001113 on December 13, 2017.

(d)(3)(xix) Expense Limitation Agreement, effective as of July 3, 2013, between the Registrant and Fayez Sarofim & Co., relating to the Sarofim Equity Fund, is incorporated herein by reference to exhibit (d)(75) of Post-Effective Amendment No. 219 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000386 on July 26, 2013.

(e)(1)(i) Distribution Agreement, dated November 14, 1991, as amended and restated November 14, 2005, between the Registrant and SEI Investments Distribution Co. (formerly, SEI Financial Services Company) is incorporated herein by reference to exhibit (e)(1)(i) of Post-Effective Amendment No. 252 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-15-000094 on February 27, 2015.

(e)(1)(ii) Amendment No. 1, effective as of August 30, 2010, to the Distribution Agreement, dated November 14, 1991, as amended and restated November 14, 2005, between the Registrant and SEI Investments Distribution Co. (formerly, SEI Financial Services Company), is incorporated herein by reference to exhibit
(e)(3) of Post-Effective Amendment No. 158 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-11-000517 on September 16, 2011.

C-9

(e)(2) Revised Form of Amended Sub-Distribution and Servicing Agreement for SEI Investments Distribution Co., dated October 2007, is incorporated herein by reference to exhibit (e)(2) of Post-Effective Amendment No. 76 to the Registration Statement of The Advisors' Inner Circle Fund II (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-08-000222 on May 30, 2008.

(f) Not applicable.

(g)(1)(i) Amended and Restated Custody Agreement, dated February 12, 2013, between the Registrant and U.S. Bank, National Association, is incorporated herein by reference to exhibit (g)(1)(i) of Post-Effective Amendment No. 233 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000296 on April 30, 2014.

(g)(1)(ii) Amendment, dated November 6, 2013, to the Amended and Restated Custody Agreement dated February 12, 2013 between the Registrant and U.S. Bank, National Association, is incorporated herein by reference to exhibit (g)(1)(ii) of Post-Effective Amendment No. 233 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000296 on April 30, 2014.

(g)(2)(i) Custodian Agreement, dated June 26, 2001, between the Registrant and MUFG Union Bank, N.A. (formerly, Union Bank of California, N.A.) is incorporated herein by reference to exhibit (g)(2)(i) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(g)(2)(ii) Amended Appendix B, dated November 21, 2017, to the Custodian Agreement, dated June 26, 2001, between the Registrant and MUFG Union Bank, N.A. (formerly, Union Bank of California, N.A.), is filed herewith.

(g)(3)(i) Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman & Co. is incorporated herein by reference to exhibit (g)(3)(i) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(g)(3)(ii) Amendment, dated May 12, 2015, to the Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman & Co. is incorporated herein by reference to exhibit (g)(3)(ii) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(g)(3)(iii) Amendment, dated November 6, 2015, to the Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman & Co. is incorporated herein by reference to exhibit (g)(3)(iii) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(g)(3)(iv) Amendment, dated August 25, 2016, to the Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman & Co. is incorporated herein by reference to exhibit (g)(3)(iv) of Post-Effective Amendment No. 272 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001815 on October 31, 2016.

C-10

(h)(1)(i) Administration Agreement, dated November 14, 1991, as amended and restated November 12, 2002, between the Registrant and SEI Investments Global Funds Services, is incorporated herein by reference to exhibit (h)(3) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(h)(1)(ii) Amendment, dated June 11, 2014, relating to the LSV Funds, to the Administration Agreement, dated November 14, 1991, as amended and restated November 12, 2002, between the Registrant and SEI Investments Global Funds Services, is incorporated herein by reference to exhibit (h)(1)(ii) of Post-Effective Amendment No. 236 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000442 on June 24, 2014.

(h)(1)(iii) Amendment, dated May 18, 2016, to the Administration Agreement, dated November 14, 1991, as amended and restated November 12, 2002, between the Registrant and SEI Investments Global Funds Services, is incorporated herein by reference to exhibit (h)(1)(iii) of Post-Effective Amendment No. 268 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001670 on September 1, 2016.

(h)(2)(i) Transfer Agency and Service Agreement, dated January 15, 2003, between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to exhibit (h)(62) of Post-Effective Amendment No. 67 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-03-000495 on August 28, 2003.

(h)(2)(ii) AML Delegation Amendment, dated May 20, 2003, to the Transfer Agency and Service Agreement, dated January 15, 2003, between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to exhibit
(h)(65) of Post-Effective Amendment No. 68 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-03-000630 on December 29, 2003.

(h)(2)(iii) Agency Agreement, dated April 1, 2006, between the Registrant and DST Systems, Inc., is incorporated herein by reference to exhibit (h)(7) of Post-Effective Amendment No. 190 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000262 on May 23, 2012.

(h)(2)(iv) Amendment, dated April 1, 2009, to the Agency Agreement, dated April 1, 2006, between the Registrant and DST Systems, Inc. is incorporated herein by reference to exhibit (h)(2)(vi) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(h)(2)(v) Amended Fee Schedule, dated August 30, 2012, to the Agency Agreement, dated April 1, 2006, between the Registrant and DST Systems, Inc. is incorporated herein by reference to exhibit (h)(10) of Post-Effective Amendment No. 193 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000370 on August 22, 2012.

(h)(2)(vi) Amendment, dated November 13, 2013, to the Agency Agreement, dated April 1, 2006, between the Registrant and DST Systems, Inc. is incorporated herein by reference to exhibit (h)(2)(viii) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(h)(2)(vii) Transfer Agency Services Agreement between the Registrant and Atlantic Shareholder Services, LLC, to be filed by amendment.

C-11

(h)(3)(i) Shareholder Services Plan is incorporated herein by reference to exhibit (h)(3) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(h)(3)(ii) Amended Exhibit A to the Shareholder Services Plan, is incorporated herein by reference to exhibit (h)(3)(ii) of Post-Effective Amendment No. 288 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-001113 on December 13, 2017.

(i) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP, is filed herewith.

(j) Not Applicable.

(k) Not Applicable.

(l) Not Applicable.

(m)(1)(i) Distribution Plan, dated August 8, 1994, as amended August 14, 2000, is incorporated herein by reference to exhibit (m) of Post-Effective Amendment No. 41 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0000950109-00-004829 on December 13, 2000.

(m)(1)(ii) Schedule A, as last amended November 14, 2017, to the Distribution Plan, dated August 8, 1994, as amended August 14, 2000, is filed herewith.

(m)(2)(i) Distribution Plan, dated September 17, 2002, relating to Investor Shares of the Rice Hall James SMID Cap Portfolio (formerly, Rice Hall James Mid Cap Portfolio), is incorporated herein by reference to exhibit (m)(6) of Post- Effective Amendment No. 74 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-04-000242 on June 1, 2004.

(m)(2)(ii) Amended Schedule A, dated November 13, 2007, to the Distribution Plan, dated September 17, 2002, relating to Investor Shares of the Rice Hall James SMID Cap Portfolio (formerly, Rice Hall James Mid Cap Portfolio), is incorporated herein by reference to exhibit (m)(4) of Post-Effective Amendment No. 111 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-09-000276 on July 2, 2009.

(n)(1) Registrant's Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, including Schedules and Certificates of Class Designation thereto, is incorporated herein by reference to exhibit (n) of Post-Effective Amendment No. 229 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000099 on February 28, 2014.

(n)(2) Schedule M and Certificates of Class Designation to the Registrant's Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the LSV Funds, is incorporated herein by reference to exhibit (n)(1) of Post-Effective Amendment No. 235 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000403 on June 10, 2014.

(n)(3) Amended and Restated Schedule B and Certificates of Class Designation to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the Cambiar Funds, is incorporated herein by reference to exhibit (n)(3) of Post-Effective Amendment No. 258 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-15-000632 on August 28, 2015.

(n)(4) Amended and Restated Schedule D and Certificates of Class Designation to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the Westwood Funds, is incorporated herein by reference to exhibit (n)(1)(iv) of Post-Effective Amendment No. 254 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-15-000298 on April 20, 2015.

C-12

(n)(5) Schedule N and Certificates of Class Designation to the Registrant's Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the Acadian Emerging Markets Portfolio, is incorporated herein by reference to exhibit (n)(5) of Post-Effective Amendment No. 268 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001670 on September 1, 2016.

(n)(6) Amended and Restated Schedule C and Certificates of Class Designation to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the Edgewood Growth Fund, is incorporated herein by reference to exhibit (n)(6) of Post-Effective Amendment No. 274 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001948 on December 30, 2016.

(n)(7) Amended and Restated Schedule L and Certificates of Class Designation to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the AT Funds, is incorporated herein by reference to exhibit (n)(7) of Post-Effective Amendment No. 288 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-001113 on December 13, 2017.

(n)(8) Amended and Restated Schedule F and Certificates of Class Designation to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the AlphaOne Funds, is filed herewith.

(o) Not Applicable.

(p)(1) Registrant's Code of Ethics, dated November 2007, is incorporated herein by reference to exhibit (p)(1) of Post-Effective Amendment No. 100 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-07-000518 on November 15, 2007.

(p)(2) LSV Asset Management Revised Code of Ethics, dated September 25, 2015, is incorporated herein by reference to exhibit (p)(2) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(p)(3) Cambiar Investors, LLC Revised Code of Ethics, dated April 1, 2016, is incorporated herein by reference to exhibit (p)(3) of Post-Effective Amendment No. 267 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001529 on August 26, 2016.

(p)(4) Investment Counselors of Maryland, LLC Revised Code of Ethics, dated November 2015, is incorporated herein by reference to exhibit (p)(4) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(p)(5) C.S. McKee, L.P. Revised Code of Ethics, dated April 18, 2013, is incorporated herein by reference to exhibit (p)(5) of Post-Effective Amendment No. 229 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000099 on February 28, 2014.

(p)(6) Thompson, Siegel & Walmsley, LLC Revised Code of Ethics, dated December 5, 2016, is incorporated herein by reference to exhibit (p)(6) of Post-Effective Amendment No. 277 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000154 on February 28, 2017.

(p)(7) First Manhattan Co. Revised Code of Ethics, dated December 2006, is incorporated herein by reference to exhibit (p)(11) of Post-Effective Amendment No. 97 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-07-000146 on April 30, 2007.

C-13

(p)(8) Haverford Investment Management, Inc. Revised Code of Ethics, dated April 2017, is incorporated herein by reference to exhibit (p)(8) of Post-Effective Amendment No. 284 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000729 on August 28, 2017.

(p)(9) Rice Hall James & Associates, LLC Revised Code of Ethics, dated June 2017, is filed herewith.

(p)(10) Acadian Asset Management LLC Revised Code of Ethics, dated January 2016, is incorporated herein by reference to exhibit (p)(10) of Post-Effective Amendment No. 272 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001815 on October 31, 2016.

(p)(11) Westwood Management Corp. Revised Code of Ethics, dated July 27, 2016, is incorporated herein by reference to exhibit (p)(11) of Post-Effective Amendment No. 275 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001950 on December 30, 2016.

(p)(12) Edgewood Management LLC Revised Code of Ethics, dated October 1, 2017, is filed herewith.

(p)(13) Sands Capital Management, LLC Revised Code of Ethics, dated March 2017, is incorporated herein by reference to exhibit (p)(13) of Post-Effective Amendment No. 284 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000729 on August 28, 2017.

(p)(14) AlphaOne Investment Services, LLC Code of Ethics, dated May 1, 2011, is incorporated herein by reference to exhibit (p)(20) of Post-Effective Amendment No. 158 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-11-000517 on September 16, 2011.

(p)(15) Loomis, Sayles & Company L.P. Revised Code of Ethics, dated August 9, 2017, is filed herewith.

(p)(16) SKY Harbor Capital Management, LLC Code of Ethics is incorporated herein by reference to exhibit (p)(21) of Post-Effective Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.

(p)(17) Hamlin Capital Management, LLC Revised Code of Ethics is incorporated herein by reference to exhibit (p)(19) of Post-Effective Amendment No. 233 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000296 on April 30, 2014.

(p)(18) Thomson Horstmann & Bryant, Inc. Revised Code of Ethics is incorporated herein by reference to exhibit (p)(20) of Post-Effective Amendment No. 229 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000099 on February 28, 2014.

C-14

(p)(19) SEI Investments Distribution Co. Code of Ethics, dated September 30, 2017, is filed herewith.

(p)(20) Cornerstone Advisors, Inc. Code of Ethics is incorporated herein by reference to exhibit (p)(27) of Post-Effective Amendment No. 193 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000370 on August 22, 2012.

(p)(21) Parametric Portfolio Associates([R]) LLC Revised Code of Ethics, dated July 1, 2017, is incorporated herein by reference to exhibit (p)(21) of Post-Effective Amendment No. 284 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000729 on August 28, 2017.

(p)(22) Harris Associates L.P. Revised Code of Ethics, dated September 21, 2016, is incorporated herein by reference to exhibit (p)(23) of Post-Effective Amendment No. 274 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001948 on December 30, 2016.

(p)(23) Thornburg Investment Management Inc. Revised Code of Ethics, dated March 2017, is incorporated herein by reference to exhibit (p)(23) of Post-Effective Amendment No. 284 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000729 on August 28, 2017.

(p)(24) Marsico Capital Management, LLC Revised Code of Ethics, dated August 10, 2017, is filed herewith.

(p)(25) Cramer Rosenthal McGlynn LLC Revised Code of Ethics is incorporated herein by reference to exhibit (p)(26) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(p)(26) Fairpointe Capital LLC Revised Code of Ethics, dated 2015, is incorporated herein by reference to exhibit (p)(27) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(p)(27) Phocas Financial Corporation Code of Ethics is incorporated herein by reference to exhibit (p)(35) of Post-Effective Amendment No. 193 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000370 on August 22, 2012.

(p)(28) Allianz Global Investors U.S. LLC Revised Code of Ethics, dated December 12, 2016, is incorporated herein by reference to exhibit (p)(29) of Post-Effective Amendment No. 277 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000154 on February 28, 2017.

(p)(29) Driehaus Capital Management LLC Revised Code of Ethics, dated June 15, 2015, is incorporated herein by reference to exhibit (p)(30) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

C-15

(p)(30) OFI SteelPath, Inc. Revised Code of Ethics, dated May 26, 2016, is incorporated herein by reference to exhibit (p)(31) of Post-Effective Amendment No. 274 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001948 on December 30, 2016.

(p)(31) ClariVest Asset Management LLC Revised Code of Ethics is incorporated herein by reference to exhibit (p)(31) of Post-Effective Amendment No. 284 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000729 on August 28, 2017.

(p)(32) Kayne Anderson Capital Advisors, L.P. Revised Code of Ethics is incorporated herein by reference to exhibit (p)(33) of Post-Effective Amendment No. 274 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001948 on December 30, 2016.

(p)(33) BlackRock Financial Management, LLC Code of Ethics is incorporated herein by reference to exhibit (p)(45) of Post-Effective Amendment No. 193 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000370 on August 22, 2012.

(p)(34) Harvest Global Investments Limited Revised Code of Ethics, dated October 2015, is incorporated herein by reference to exhibit (p)(36) of Post-Effective Amendment No. 263 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001304 on April 29, 2016.

(p)(35) AT Investment Advisers, Inc. Code of Ethics, dated March 31, 2010, is incorporated herein by reference to exhibit (p)(46) of Post-Effective Amendment No. 221 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000503 on September 4, 2013.

(p)(36) Fayez Sarofim & Co. Code of Ethics, dated October 27, 2014, is incorporated herein by reference to exhibit (p)(38) of Post-Effective Amendment No. 255 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-15-000328 on April 30, 2015.

(p)(37) SEI Investments Global Funds Services Code of Ethics, dated February 2017, is filed herewith.

(p)(38) Numeric Investors LLC Revised Code of Ethics, dated August 2014, is incorporated herein by reference to exhibit (p)(40) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(p)(39) Strategic Income Management, LLC Code of Ethics, dated March 2013, is incorporated herein by reference to exhibit (p)(45) of Post-Effective Amendment No. 229 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000099 on February 28, 2014.

C-16

(p)(40) AJO, LP Revised Code of Ethics, dated April 1, 2017, is incorporated herein by reference to exhibit (p)(40) of Post-Effective Amendment No. 284 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000729 on August 28, 2017.

(p)(41) Wells Fargo Portfolio Risk Advisors, a Division of Structured Asset Investors, LLC Code of Ethics, dated April 2014, is incorporated herein by reference to exhibit (p)(46) of Post-Effective Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.

(p)(42) Robert W. Baird & Co. Incorporated Code of Ethics, dated November 30, 2015, is incorporated herein by reference to exhibit (p)(44) of Post-Effective Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.

(p)(43) Franklin Advisers, Inc. Code of Ethics, dated May 1, 2013, is incorporated herein by reference to exhibit (p)(45) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(p)(44) Metropolitan West Asset Management LLC Code of Ethics is incorporated herein by reference to exhibit (p)(46) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(p)(45) Prime Advisors, Inc. Code of Ethics is incorporated herein by reference to exhibit (p)(47) of Post-Effective Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.

(p)(46) Villanova Investment Management Company LLC Code of Ethics is filed herewith.

(q)(1) Powers of Attorney for Ms. Betty L. Krikorian and Messrs. Robert A. Nesher, William M. Doran, John K. Darr, George J. Sullivan, Jr., Mitchell A. Johnson, Bruce Speca and Joseph T. Grause are incorporated herein by reference to Exhibit (q) of Post-Effective Amendment No. 212 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000327 on June 18, 2013.

(q)(2) Power of Attorney for Mr. Stephen Connors is incorporated herein by reference to exhibit (q)(2) of Post-Effective Amendment No. 258 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-15-000632 on August 28, 2015.

(q)(3) Resolution adopted by the Board of Trustees of the Registrant on February 28, 2017 is incorporated herein by reference to exhibit (q)(3) of Post-Effective Amendment No. 277 to the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000154 on February 28, 2017.

C-17

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

Not Applicable.

ITEM 30. INDEMNIFICATION:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit (a) to the Registrant's Registration Statement is incorporated herein by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "1933 Act") may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Agreement and Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issues.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS:

The following lists any other business, profession, vocation or employment of a substantial nature in which each investment adviser, and each director, officer or partner of that investment adviser, is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, officer, employee, partner, or trustee. Unless noted below, none of the investment advisers, and/or director, officer or partner of each investment adviser, is or has been engaged within the last two fiscal years in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

ACADIAN ASSET MANAGEMENT LLC
Acadian Asset Management LLC ("Acadian") serves as the investment adviser to the Acadian Emerging Markets Portfolio and as an investment sub-adviser to the Cornerstone Advisors Global Public Equity Fund. The principal address of Acadian is 260 Franklin Street, Boston, Massachusetts 02110. Acadian is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

-----------------------------------------------------------------------------------------------------
NAME AND POSITION WITH           NAME AND PRINCIPAL BUSINESS                  CONNECTION WITH OTHER
  INVESTMENT ADVISER               ADDRESS OF OTHER COMPANY                          COMPANY
-----------------------------------------------------------------------------------------------------
John Chisholm, Executive       Acadian Asset Management (UK) Ltd             Affiliated Directorships
Vice President, CIO,           110 Cannon Street, 4th Floor
Member of Board of             London EC4N 6EU
Managers                       United Kingdom

                               Acadian Asset Management (Australia) Ltd
                               20 Martin Place
                               Level 9, Suite 3
                               Sydney, NSW 2000
                               Australia
-----------------------------------------------------------------------------------------------------

C-18

-----------------------------------------------------------------------------------------------------
Churchill Franklin, CEO,       Acadian Asset Management (Australia) Ltd      Affiliated Directorships
Member of Board of             20 Martin Place
Managers                       Level 9, Suite 3
                               Sydney, NSW 2000
                               Australia

                               Acadian Asset Management (UK) Ltd
                               110 Cannon Street, 4th Floor
                               London EC4N 6EU
                               United Kingdom

                               Acadian Cayman Limited G.P.
                               Maples Corporate Services Limited
                               PO Box 309
                               Ugland House
                               Grand Cayman, KY1-1104
                               Cayman Islands
-----------------------------------------------------------------------------------------------------
Ronald Frashure, Chairman      Acadian Asset Management (Singapore) Pte      Affiliated Directorships
of the Board of Managers       Ltd
                               8 Shenton Way, #37-02
                               Singapore 068811

                               Acadian Cayman Limited G.P.
                               Maples Corporate Services Limited
                               PO Box 309
                               Ugland House
                               Grand Cayman, KY1-1104
                               Cayman Islands
-----------------------------------------------------------------------------------------------------
Mark Minichiello, Executive    Acadian Asset Management (UK) Ltd              Affiliated Directorships
Vice President, COO,           110 Cannon Street, 4th Floor
Treasurer, Secretary,          London EC4N 6EU
Member of Board of             United Kingdom
Managers
                               Acadian Asset Management (Australia) Ltd
                               20 Martin Place
                               Level 9, Suite 3
                               Sydney, NSW 2000
                               Australia

                               Acadian Asset Management (Singapore) Pte
                               Ltd
                               8 Shenton Way, #37-02
                               Singapore 068811

                               Acadian Asset Management (Japan)
                               Marunouchi Trust Tower Main
                               1-8-3 Marunouchi, Chiyoda-ku
                               Tokyo 100-0005
                               Japan
-----------------------------------------------------------------------------------------------------

C-19

-----------------------------------------------------------------------------------------------------
 Ross Dowd, Executive Vice    Acadian Asset Management (UK) Ltd              Affiliated Directorships
 President, Head of Client    110 Cannon Street, 4th Floor
 Service, Member of Board of  London EC4N 6EU
 Managers                     United Kingdom

                              Acadian Cayman Limited G.P.
                              Maples Corporate Services Limited
                              PO Box 309
                              Ugland House
                              Grand Cayman, KY1-1104
                              Cayman Islands

                              Acadian Asset Management (Australia) Ltd
                              20 Martin Place
                              Level 9, Suite 3
                              Sydney, NSW 2000
                              Australia

                              Acadian Asset Management (Singapore) Pte
                              Ltd
                              8 Shenton Way, #37-02
                              Singapore 068811

                              Acadian Asset Management (Japan)
                              Marunouchi Trust Tower Main
                              1-8-3 Marunouchi, Chiyoda-ku
                              Tokyo 100-0005
                              Japan
-----------------------------------------------------------------------------------------------------
 Linda Gibson, Member of      Executive Vice President and Head of           Affiliated Directorships
 Board of Managers            Global Distribution -- OM Asset
                              Management PLC (a public company traded
                              on the NYSE);
                              5TH Floor Millennium Bridge House
                              2 Lambeth Hill
                              London
                              United Kingdom
                              EC4V 4GG

                              Director, Executive Vice President and
                              Head of Global Distribution -- OMAM Inc.
                              (f/k/a Old Mutual (US) Holdings Inc.) (a
                              holding company);
                              200 Clarendon Street, 53rd Floor
                              Boston, MA 02116

                              Acadian Asset Management LLC (an
                              investment advisor);
                              260 Franklin Street
                              Boston, MA 02110
-----------------------------------------------------------------------------------------------------

C-20

-----------------------------------------------------------------------------------------------------
                              Barrow, Hanley, Mewhinney & Strauss,
                              LLC (an investment advisor);
                              JPMorgan Chase Tower
                              2200 Ross Avenue, 31st Floor
                              Dallas, TX 75201

                              OMAM (HFL) Inc. (f/k/a Old Mutual
                              (HFL) Inc.) (a holding company for
                              Heitman affiliated financial services firms);
                              200 Clarendon Street, 53rd Floor
                              Boston, MA 02116

                              OMAM International Ltd. (f/k/a Old Mutual
                              Asset Management International, Ltd.) (an
                              investment advisor);
                              Millenium Bridge House
                              2 Lambeth Hill
                              London
                              England
                              EC4V 4GG
-----------------------------------------------------------------------------------------------------
 Christopher Hadley,          Executive Vice President and Chief Talent      Affiliated Directorships
 Member of Board of           Officer -- OM Asset Management PLC (a
 Managers                     public company traded on the NYSE);
                              5TH Floor Millennium Bridge House
                              2 Lambeth Hill
                              London
                              United Kingdom
                              EC4V 4GG

                              Executive Vice President and Chief Talent
                              Officer -- OMAM Inc. (f/k/a Old Mutual
                              (US) Holdings Inc.) (a holding company);
                              200 Clarendon Street, 53rd Floor
                              Boston, MA 02116

                              Acadian Asset Management LLC (an
                              investment advisor)
                              260 Franklin Street
                              Boston, MA 02110
-----------------------------------------------------------------------------------------------------
 Aidan Riordan, Member of     Executive Vice President, Head of Affiliate    Affiliated Directorships
 Board of Managers            Management - OM Asset Management PLC
                              (a public company traded on the NYSE);
                              5TH Floor Millennium Bridge House
                              2 Lambeth Hill
                              London
                              United Kingdom
                              EC4V 4GG

                              Executive Vice President, Head of Affiliate
                              Management -- OMAM Inc. (f/k/a Old
                              Mutual (US) Holdings Inc.) (a holding
                              company);
                              200 Clarendon Street, 53rd Floor
                              Boston, MA 02116
-----------------------------------------------------------------------------------------------------

C-21

-----------------------------------------------------------------------------------------------------
                              Acadian Asset Management LLC (an
                              investment advisor);
                              260 Franklin Street
                              Boston, MA 02110

                              Barrow, Hanley, Mewhinney & Strauss,
                              LLC (an investment advisor);
                              JPMorgan Chase Tower
                              2200 Ross Avenue, 31st Floor
                              Dallas, TX 75201

                              Campbell Global, LLC (an investment
                              advisor)
                              One South West Columbia, Suite 1720
                              Portland, OR 97258

                              Copper Rock Capital Partners LLC (an
                              investment advisor);
                              200 Clarendon Street, 51st Floor
                              Boston, MA 02116

                              OMAM (HFL) Inc. (f/k/a Old Mutual
                              (HFL) Inc.) (a holding company for
                              Heitman affiliated financial services firms);
                              200 Clarendon Street, 53rd Floor
                              Boston, MA 02116

                              Investment Counselors of Maryland, LLC
                              (an investment advisor);
                              300 East Lombard Street, Suite 810
                              Baltimore, MD 21202

                              Thompson, Siegel & Walmsley LLC (an
                              investment advisor)
                              6806 Paragon Pl., Ste. 300
                              Richmond, VA 23230
-----------------------------------------------------------------------------------------------------
 Stephen Belgrad, Member of   Executive Vice President and Chief             Affiliated Directorships
 Board of Managers            Financial Officer - OM Asset Management
                              PLC (a public company traded on the
                              NYSE);
                              5TH Floor Millennium Bridge House
                              2 Lambeth Hill
                              London
                              United Kingdom
                              EC4V 4GG

                              Director, Executive Vice President and
                              Chief Financial Officer -- OMAM Inc. (f/k/a
                              Old Mutual (US) Holdings Inc.) (a holding
                              company);
                              200 Clarendon Street, 53rd Floor
                              Boston, MA 02116
-----------------------------------------------------------------------------------------------------

C-22

-----------------------------------------------------------------------------------------------------
                              Acadian Asset Management LLC (an
                              investment advisor);
                              260 Franklin Street
                              Boston, MA 02110

                              OMAM International Ltd. (f/k/a Old Mutual
                              Asset Management International, Ltd.) (an
                              investment advisor)
                              Millenium Bridge House
                              2 Lambeth Hill
                              London
                              England
                              EC4V 4GG
-----------------------------------------------------------------------------------------------------

AJO, LP
AJO, LP ("AJO") serves as an investment sub-adviser for the Cornerstone Advisors Public Alternatives Fund. The principal address of AJO is 230 South Broad Street, 20th Floor, Philadelphia, Pennsylvania 19102. AJO is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

--------------------------------------------------------------------------------
    NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS     CONNECTION WITH
     INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY        OTHER COMPANY
--------------------------------------------------------------------------------
                                   RV Capital
                                   Royal Group Building
Arup Datta                         Unit 15-05                       Director
Principal, Portfolio Manager       3 Phillip Street
                                   Singapore 048693
--------------------------------------------------------------------------------

ALLIANZ GLOBAL INVESTORS U.S. LLC
Allianz Global Investors U.S. LLC ("AllianzGI US") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The principal address of AllianzGI US is 1633 Broadway, New York, New York 10019. AllianzGI US is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

-----------------------------------------------------------------------------------------------------
  NAME AND POSITION WITH           NAME AND PRINCIPAL BUSINESS             CONNECTION WITH
    INVESTMENT ADVISER              ADDRESS OF OTHER COMPANY                OTHER COMPANY
-----------------------------------------------------------------------------------------------------
 Douglas Eu                         Allianz Global Investors          Managing Director, Chief
                                    Holdings LLC                      Executive Officer,
                                    1633 Broadway
                                    New York, NY 10019
-----------------------------------------------------------------------------------------------------
 Julian Sluyters, Member,           Allianz Global Investors          Managing Director, Chief
 Executive Committee Allianz        Holdings LLC                      Operating Officer
 Global Investors U.S. Holdings     1633 Broadway
 LLC                                New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors          Managing Director
                                    Distributors LLC
                                    1633 Broadway
                                    New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors Fund     Chairman-Management Board
                                    Management LLC
                                    1633 Broadway
                                    New York, NY 10019
-----------------------------------------------------------------------------------------------------

C-23

-----------------------------------------------------------------------------------------------------
 John Carroll, Member, Executive    Allianz Global Investors          Managing Director, Head of
 Committee Allianz Global           Holdings LLC                      Retail Distribution, Member-
 Investors U.S. Holdings LLC        1633 Broadway                     Operating Committee
                                    New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors          Managing Director, Chief
                                    Distributors LLC                  Executive Officer, Head of Retail
                                    1633 Broadway                     Distribution US
                                    New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors Fund     Member--Management Board
                                    Management LLC
                                    1633 Broadway
                                    New York, NY 10019
-----------------------------------------------------------------------------------------------------
 Barbara Claussen, Member,          Allianz Global Investors          Managing Director, Chief
 Executive Committee Allianz        Holdings LLC                      Administrative Officer, Member-
 Global Investors U.S. Holdings     1633 Broadway                     Operating Committee
 LLC                                New York, NY 10019
                                    -----------------------------------------------------------------
                                    NFJ Investment Group LLC          Managing Director
                                    2100 Ross Ave, Suite 700
                                    Dallas, TX 75201
-----------------------------------------------------------------------------------------------------
 Benno Fischer, Member,             NFJ Investment Group LLC          Managing Director, Chief
 Executive Committee Allianz        2100 Ross Ave, Suite 700          Investment Officer
 Global Investors U.S. Holdings     Dallas, TX 75201
 LLC
-----------------------------------------------------------------------------------------------------
 Douglas Forsyth, Member,           Allianz Global Investors          Chief Investment Officer Fixed
 Executive Committee Allianz        Holdings LLC                      Income US
 Global Investors U.S. Holdings     1633 Broadway
 LLC                                New York, NY 10019
-----------------------------------------------------------------------------------------------------
 Jill Lohrfink, Member, Executive   Allianz Global Investors          Managing Director, Head of
 Committee Allianz Global           Holdings LLC                      Institutional--North America
 Investors U.S. Holdings LLC        1633 Broadway
                                    New York, NY 10019
-----------------------------------------------------------------------------------------------------
 Scott Migliori, Member,            Allianz Global Investors          Managing Director, Chief
 Executive Committee Allianz        Holdings LLC                      Investment Officer Equity US
 Global Investors U.S. Holdings     1633 Broadway
 LLC                                New York, NY 10019
-----------------------------------------------------------------------------------------------------
 Herold Rohweder, Member,           Allianz Global Investors          Managing Director, Global Chief
 Executive Committee Allianz        Holdings LLC                      Investment Officer Multi-Asset
 Global Investors U.S. Holdings     1633 Broadway
 LLC                                New York, NY 10019
-----------------------------------------------------------------------------------------------------
 Susan King, Member, Executive      Allianz Global Investors          Managing Director, Chief
 Committee Allianz Global           Holdings LLC                      Marketing Officer U.S.
 Investors U.S. Holdings LLC        1633 Broadway
                                    New York, NY 10019
                                    -----------------------------------------------------------------
                                    NFJ Investment Group LLC          Managing Director, Chief
                                    2100 Ross Ave, Suite 700          Marketing Officer U.S.
                                    Dallas, TX 75201
                                    -----------------------------------------------------------------
                                    Allianz Global Investors Fund     Managing Director, Chief
                                    Management LLC                    Marketing Officer U.S.
                                    1633 Broadway
                                    New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors          Managing Director, Chief
                                    Distributors LLC                  Marketing Officer U.S.
                                    1633 Broadway
                                    New York, NY 10019
-----------------------------------------------------------------------------------------------------

C-24

-----------------------------------------------------------------------------------------------------
David Jobson, Member,               Allianz Global Investors          Managing Director, Head of
Executive Committee Allianz         Holdings LLC                      Product Management and Strategy
Global Investors U.S. Holdings      1633 Broadway
LLC                                 New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors Fund     Member--Management Board
                                    Management LLC
                                    1633 Broadway
                                    New York, NY 10019
-----------------------------------------------------------------------------------------------------
Erin Bengtson-Olivieri, Member,     Allianz Global Investors           Managing Director, Chief
Executive Committee Allianz         Holdings LLC                       Financial Officer
Global Investors U.S. Holdings      1633 Broadway
LLC, Chief Financial Officer        New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors           Managing Director
                                    Distributors LLC
                                    1633 Broadway
                                    New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors Fund      Member - Management Board,
                                    Management LLC                     Managing Director, Chief
                                    1633 Broadway                      Financial Officer
                                    New York, NY 10019
                                    -----------------------------------------------------------------
                                    NFJ Investment Group LLC           Managing Director, Chief
                                    2100 Ross Ave, Suite 700           Financial Officer
                                    Dallas, TX 75201
-----------------------------------------------------------------------------------------------------
Peter Bonanno, Chief Legal          Allianz Global Investors Capital   Director
Officer, Allianz Global Investors   Limited (UK)
U.S. LLC (as of December 1,         353 Strand, London, WC2R 0HS
2014)                               -----------------------------------------------------------------
                                    Allianz Global Investors           Managing Director
                                    Distributors LLC
                                    1633 Broadway
                                    New York, NY 10019
                                    -----------------------------------------------------------------
                                    Allianz Global Investors           Managing Director, General
                                    Holdings LLC                       Counsel, Secretary, Secretary
                                    1633 Broadway                      of Executive Committee and
                                    New York, NY 10019                 Secretary of Operating
                                                                       Committee
                                    -----------------------------------------------------------------
                                    NFJ Investment Group LLC           Managing Director, Chief Legal
                                    2100 Ross Ave, Suite 700           Officer
                                    Dallas, TX 75201
-----------------------------------------------------------------------------------------------------
Paul Koo, Chief Compliance          Allianz Global Investors           Director, Deputy Head of U.S.
Officer                             Holdings LLC                       Compliance
                                    1633 Broadway
                                    New York, NY 10019
-----------------------------------------------------------------------------------------------------

ALPHAONE INVESTMENT SERVICES, LLC
AlphaOne Investment Services, LLC ("AlphaOne") serves as the investment adviser for the AlphaOne Small Cap Opportunities Fund, AlphaOne NextGen Technology Fund and AlphaOne VIMCO Small Cap Value Fund. The principal address of AlphaOne is 789 E. Lancaster Avenue, Suite 120, Villanova, Pennsylvania 19085. AlphaOne is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2016 and 2017.

C-25

---------------------------------------------------------------------------------
  NAME AND POSITION WITH        NAME AND PRINCIPAL BUSINESS       CONNECTION WITH
    INVESTMENT ADVISER            ADDRESS OF OTHER COMPANY         OTHER COMPANY
---------------------------------------------------------------------------------
Paul Hondros, President and   IntrustNet Insurance Services, LLC     Chairman
CEO                           7 Whippoorwill Rd.
                              Armonk, NY 10504
---------------------------------------------------------------------------------

AT INVESTMENT ADVISERS, INC.

AT Investment Advisers, Inc. ("AT") serves as the investment adviser for the AT Disciplined Equity Fund, AT Income Opportunities Fund, AT Mid Cap Equity Fund, AT All Cap Growth Fund and AT Equity Income Fund. The principal address of AT is One South Wacker Drive, Suite 3500, Chicago, Illinois 60606. AT is an investment adviser registered with the SEC under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

--------------------------------------------------------------------------------
   NAME AND POSITION        NAME AND PRINCIPAL BUSINESS        CONNECTION WITH
WITH INVESTMENT ADVISER       ADDRESS OF OTHER COMPANY          OTHER COMPANY
--------------------------------------------------------------------------------
Dan Brown, CFO               CIBC World Markets Corp.        Employee
                             425 Lexington Ave.
                             5th Floor
                             New York, NY 10017
--------------------------------------------------------------------------------

BLACKROCK FINANCIAL MANAGEMENT, LLC
BlackRock Financial Management, LLC ("BlackRock") serves as an investment sub-adviser for the Cornerstone Advisors Real Assets Fund. The principal address of BlackRock is 55 East 52nd Street, New York, New York 10055. BlackRock is an investment adviser registered under the Investment Advisers Act of 1940.

The information required by this Item 31 with respect to each director, officer or partner of BlackRock for the fiscal years ended October 31, 2015 and 2016 is incorporated herein by reference to Form ADV filed by BlackRock with the SEC.

CAMBIAR INVESTORS, LLC

Cambiar Investors, LLC ("Cambiar") serves as the investment adviser to the Cambiar Opportunity Fund, the Cambiar International Equity Fund, the Cambiar Small Cap Fund, the Cambiar Global Ultra Focus Fund, the Cambiar SMID Fund, the Cambiar Global Equity Fund and the Cambiar International Small Cap Fund. The principal address of Cambiar is 200 Columbine Street, Suite 800, Denver, Colorado 80206. Cambiar is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended April 30, 2016 and 2017, no director, officer or partner of Cambiar engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

C-26

CLARIVEST ASSET MANAGEMENT LLC
ClariVest Asset Management LLC ("ClariVest") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund and Cornerstone Advisors Public Alternatives Fund. The principal address of ClariVest is 3611 Valley Centre Drive, Suite 100, San Diego, California 92130. ClariVest is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

---------------------------------------------------------------------------------------------
NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS            CONNECTION WITH
 INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY               OTHER COMPANY
---------------------------------------------------------------------------------------------
Aaron Ochstein            ClariVest Asset Management LLC        Manager
                          3611 Valley Centre Drive
                          Suite 100
                          San Diego, CA 92130
                          -------------------------------------------------------------------
                          Eagle Asset Management Inc.           Senior Vice President, Global
                          880 Carillon Parkway                  Head of Sales
                          St Petersburg, FL 33716
                          -------------------------------------------------------------------
                          Carillon Tower Advisers Inc.          Senior Vice President, Global
                          880 Carillon Parkway                  Head of Sales
                          St Petersburg, FL 33716
---------------------------------------------------------------------------------------------
J. Cooper Abbott          Eagle Asset Management Inc.           Director, President
Manager                   880 Carillon Parkway
                          St Petersburg, FL 33716
                          -------------------------------------------------------------------
                          Carillon Tower Advisers               Chairman
                          880 Carillon Parkway                  President
                          St. Petersburg, Florida 33716
                          -------------------------------------------------------------------
                          ClariVest Asset Management LLC        Manager
                          3611 Valley Centre Drive
                          Suite 100
                          San Diego, CA 92130
---------------------------------------------------------------------------------------------

C-27

---------------------------------------------------------------------------------------------
NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS            CONNECTION WITH
 INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY               OTHER COMPANY
---------------------------------------------------------------------------------------------
Courtland James           Eagle Asset Management Inc.           Executive Vice President
Manager                   880 Carillon Parkway                  Director
                          St Petersburg, FL 33716
                          -------------------------------------------------------------------
                          Carillon Tower Advisers               Director
                          880 Carillon Parkway                  Executive Vice President
                          St. Petersburg, Florida 33716
                          -------------------------------------------------------------------
                          ClariVest Asset Management LLC        Manager
                          3611 Valley Centre Drive
                          Suite 100
                          San Diego, CA 92130
---------------------------------------------------------------------------------------------

CORNERSTONE ADVISORS, INC.
Cornerstone Advisors, Inc. ("Cornerstone") serves as the investment adviser for the Cornerstone Advisors Global Public Equity Fund, Cornerstone Advisors Income Opportunities Fund, Cornerstone Advisors Public Alternatives Fund, Cornerstone Advisors Real Assets Fund, and Cornerstone Advisors Core Plus Bond Fund. The principal address of Cornerstone is 225 108th Avenue NE, Suite 400, Bellevue, Washington 98004-5782. Cornerstone is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

--------------------------------------------------------------------------------
NAME AND POSITION WITH      NAME AND PRINCIPAL BUSINESS        CONNECTION WITH
 INVESTMENT ADVISER          ADDRESS OF OTHER COMPANY           OTHER COMPANY
--------------------------------------------------------------------------------
Anne Farrell            Seattle Foundation                    President Emeritus
Director                1200 -- 5th Avenue, Suite 1300
                        Seattle, WA 98101
                        --------------------------------------------------------
                        Seattle University                    Trustee Emeritus
                        --------------------------------------------------------
                        Delta Dental of Washington            Director
                        --------------------------------------------------------
                        KCTS Channel 9 Public Television      Board Chairwoman
                        --------------------------------------------------------
                        National Assoc. of Corporate          Directors
                        Directors
--------------------------------------------------------------------------------
Greg Collins            Parker Smith & Feek (PS&F)            President/CEO
Director                2233 112th Ave NE
                        Bellevue, WA 98004
                        --------------------------------------------------------
                        Overlake Medical Center               Board Chairman
                        --------------------------------------------------------
                        Seattle Metropolitan Chamber of       Director
                        Commerce
--------------------------------------------------------------------------------

CRAMER ROSENTHAL MCGLYNN LLC
Cramer Rosenthal McGlynn LLC ("CRM") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The principal address of CRM is 520 Madison Avenue, 20th Floor, New York, New York 10022. CRM is an investment adviser registered under the Investment Advisers Act of 1940.

C-28

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of CRM engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

C.S. MCKEE, L.P.
C.S. McKee, L.P. ("C.S. McKee") serves as the investment adviser to the McKee International Equity Portfolio. The principal address of C.S. McKee is One Gateway Center, Pittsburgh, Pennsylvania 15222. C.S. McKee is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

--------------------------------------------------------------------------------
NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS       CONNECTION WITH
  INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY         OTHER COMPANY
--------------------------------------------------------------------------------
Gregory M. Melvin             Dartmouth Capital, Inc.             President
Chief Investment Officer      750 Stonegate Drive
                              Wexford, PA 15090
--------------------------------------------------------------------------------
Michael J. Donnelly           Blue Devil Capital                  President
Vice President                2051 Murdstone Rd.
                              Pittsburgh, PA 15241
--------------------------------------------------------------------------------

DRIEHAUS CAPITAL MANAGEMENT LLC
Driehaus Capital Management LLC ("Driehaus") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The principal address of Driehaus is 25 East Erie Street, Chicago, Illinois 60611-2703. Driehaus is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

----------------------------------------------------------------------------------------------------
   NAME AND POSITION WITH                                              CONNECTION WITH
     INVESTMENT ADVISER             NAME OF OTHER COMPANY               OTHER COMPANY
----------------------------------------------------------------------------------------------------
Richard H. Driehaus               Driehaus Capital Holdings      Chairman
Chairman and Chief Investment     LLLP*
Officer                           ------------------------------------------------------------------
                                  Driehaus Mutual Funds**        Trustee
                                  ------------------------------------------------------------------
                                  Driehaus Securities LLC***     Chairman
----------------------------------------------------------------------------------------------------
Robert H. Gordon                  Driehaus Capital Holdings      President and Chief Executive
President and Chief Executive     LLLP*                          Officer
Officer                           ------------------------------------------------------------------
                                  Driehaus Mutual Funds**        President
                                  ------------------------------------------------------------------
                                  Driehaus Securities LLC***     President and Chief Executive
                                                                 Officer
----------------------------------------------------------------------------------------------------
Janet L. McWilliams               Driehaus Capital Holdings      Senior Vice President and
Managing Director, Secretary      LLLP*                          Secretary
and General Counsel               ------------------------------------------------------------------
                                  Driehaus Mutual Funds**        Chief Legal Officer and Assistant
                                                                 Vice President
                                  ------------------------------------------------------------------
                                  Driehaus Securities LLC***     Managing Director, Secretary
                                                                 and General Counsel
----------------------------------------------------------------------------------------------------
 Michelle L. Cahoon               Driehaus Capital Holdings      Vice President, Treasurer and
 Managing Director, Treasurer     LLLP*                          Chief Financial Officer
 and Chief Financial Officer      ------------------------------------------------------------------
                                  Driehaus Mutual Funds**        Vice President and Treasurer
                                  ------------------------------------------------------------------
                                  Driehaus Securities LLC***     Managing Director, Treasurer
                                                                 and Chief Financial Officer
----------------------------------------------------------------------------------------------------

C-29

----------------------------------------------------------------------------------------------------
Stephen T. Weber                  Driehaus Securities LLC***     Managing Director, Sales and
Managing Director, Sales and                                     Relationship Management
Relationship Management
----------------------------------------------------------------------------------------------------
Thomas M. Seftenberg              Driehaus Securities LLC***     Managing Director, Relationship
Managing Director, Relationship                                  Management and Marketing
Management and Marketing
----------------------------------------------------------------------------------------------------
Michael R. Shoemaker              Driehaus Mutual Funds**        Chief Compliance Officer and
Assistant Vice President and                                     Assistant Vice President
Chief Compliance Officer          ------------------------------------------------------------------
                                  Driehaus Securities LLC***     Assistant Vice President and
                                                                 Chief Compliance Officer
----------------------------------------------------------------------------------------------------
Michael P. Kailus                 Driehaus Mutual Funds**        Assistant Secretary and Anti-
Assistant Secretary                                              Money Laundering Compliance
                                                                 Officer
                                  ------------------------------------------------------------------
                                  Driehaus Securities LLC***     Assistant Secretary
----------------------------------------------------------------------------------------------------

* Driehaus Capital Holdings LLLP, located at 25 East Erie Street, Chicago, IL 60611, is a holding company and is the majority owner of Driehaus Capital Management LLC and Driehaus Securities LLC.

** Driehaus Mutual Funds, located at 25 East Erie Street, Chicago, IL 60611, is an open-end management investment company registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940.

*** Driehaus Securities LLC, located at 25 East Erie Street, Chicago, IL 60611, is a limited-purpose broker-dealer registered with the Financial Industry Regulatory Authority ("FINRA") and the U.S. Securities and Exchange Commission.

EDGEWOOD MANAGEMENT LLC
Edgewood Management LLC ("Edgewood") serves as the investment adviser to the Edgewood Growth Fund. The principal address of Edgewood is 535 Madison Avenue, 15th Floor, New York, New York 10022. Edgewood is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of Edgewood engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

FAIRPOINTE CAPITAL LLC
Fairpointe Capital LLC ("Fairpointe") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The principal address of Fairpointe is One North Franklin Street, Suite 3300, Chicago, Illinois 60606-2401. Fairpointe is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of Fairpointe engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

FAYEZ SAROFIM & CO.
Fayez Sarofim & Co. ("Fayez Sarofim") serves as the investment adviser for the Sarofim Equity Fund. The principal address of Fayez Sarofim is 2907 Two Houston Center, 909 Fannin Street, Houston, Texas 77010. Fayez Sarofim is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended December 31, 2015 and 2016.

C-30

----------------------------------------------------------------------------------------------------
                                                NAME AND PRINCIPAL
                                                BUSINESS ADDRESS OF          CONNECTION WITH
NAME AND POSITION WITH INVESTMENT ADVISER         OTHER COMPANY               OTHER COMPANY
----------------------------------------------------------------------------------------------------
Fayez Sarofim                                 Sarofim Trust Co.            Chairman
Chairman, Co-Chief Investment Officer         Two Houston Center
and Director (2015)                           Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim Realty Advisors      Chairman and Director
                                              Co.
                                              8115 Preston Road
                                              Suite 400
                                              Dallas, TX 75225
                                              ------------------------------------------------------
                                              Sarofim International        Chairman, Chief
                                              Management Company           Executive Officer, Chief
                                              Two Houston Center           Investment Officer and
                                              Suite 2907                   Director
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              The Sarofim Group, Inc.      Chairman, Chief
                                              Two Houston Center           Executive Officer and
                                              Suite 2907                   Director
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              Kinder Morgan, Inc.          Director
                                              500 Dallas
                                              Suite 1000
                                              Houston, TX 77002
----------------------------------------------------------------------------------------------------
Christopher B. Sarofim                        Kemper Corporation           Director
Vice Chairman                                 One East Wacker Drive
                                              Chicago, IL 60601
                                              ------------------------------------------------------
                                              Sarofim Trust Co.            Vice Chairman
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim International        Vice Chairman and
                                              Management Company           President
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              The Sarofim Group, Inc.      Director, Vice Chairman
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------
Raye G. White                                 Sarofim Trust Co.            President, Chief
Executive Vice President, Secretary,          Two Houston Center           Executive Officer,
Treasurer, Chief Compliance Officer           Suite 2907                   Treasurer and Director
and Director                                  Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim International        Executive Vice
                                              Management Company           President, Secretary,
                                              Two Houston Center           Treasurer and Director
                                              Suite 2907
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------

C-31

----------------------------------------------------------------------------------------------------
                                              Sarofim Realty Advisors      Secretary, Treasurer and
                                              Co.                          Director
                                              8115 Preston Road
                                              Suite 400
                                              Dallas, TX 75225
                                              ------------------------------------------------------
                                              The Sarofim Group, Inc.      Executive Vice
                                              Two Houston Center           President, Secretary,
                                              Suite 2907                   Treasurer and Director
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------
William Gentry Lee, Jr., CFA                  Sarofim Trust Co.            Senior Vice President
Chief Executive Officer, Co-Chief             Two Houston Center
Investment Officer and                        Suite 2907
Director (2015)                               Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim International        Senior Vice President
                                              Management Company
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim Realty Advisors      Senior Vice President
                                              Co.
                                              8115 Preston Road
                                              Suite 400
                                              Dallas, TX 75225
                                              ------------------------------------------------------
                                              The Sarofim Group, Inc.      Director, President
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------
Ralph B. Thomas, CFA                          Sarofim Trust Co.            Senior Vice President
Senior Vice President                         Two Houston Center           and Director
                                              Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim International        Senior Vice President
                                              Management Company
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              The Sarofim Group, Inc.      Senior Vice President
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------
Charles E. Sheedy, CFA                        Sarofim Trust Co.            Senior Vice President
Senior Vice President                         Two Houston Center           and Director
                                              Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim Realty Advisors      Vice Chairman
                                              Co.
                                              8115 Preston Road
                                              Suite 400
                                              Dallas, TX 75225
                                              ------------------------------------------------------
                                              Sarofim International        Senior Vice President
                                              Management Company
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------

C-32

----------------------------------------------------------------------------------------------------
                                              The Sarofim Group, Inc.      Senior Vice President
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------
Alan R. Christensen, CFA                      Sarofim Trust Co.            Vice President (2015)
President and Head of Investment              Two Houston Center
Risk (2015)                                   Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim International        Vice President (2015)
                                              Management Company
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              The Sarofim Group, Inc.      Vice President (2015)
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------
Daniel S. Crumrine                            Sarofim Trust Co.            Vice President, Chief
Vice President, Chief Financial               Two Houston Center           Financial Officer,
Officer and Deputy Chief Compliance           Suite 2907                   Secretary and Director
Officer                                       Houston, TX 77010
                                              ------------------------------------------------------
                                              Sarofim Realty Advisors      Vice President and Chief
                                              Co.                          Financial Officer
                                              8115 Preston Road
                                              Suite 400
                                              Dallas, TX 75225
                                              ------------------------------------------------------
                                              Sarofim International        Vice President and Chief
                                              Management Company           Financial Officer
                                              Two Houston Center
                                              Suite 2907
                                              Houston, TX 77010
                                              ------------------------------------------------------
                                              The Sarofim Group, Inc.      Vice President and Chief
                                              Two Houston Center           Financial Officer
                                              Suite 2907
                                              Houston, TX 77010
----------------------------------------------------------------------------------------------------

FIRST MANHATTAN CO.
First Manhattan Co. ("FMC") serves as the investment adviser for the FMC Select Fund and FMC Strategic Value Fund. The principal address of FMC is 399 Park Avenue, New York, New York 10022-7001. FMC is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

------------------------------------------------------------------------------------------
  NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS         CONNECTION WITH
    INVESTMENT ADVISER          ADDRESS OF OTHER COMPANY            OTHER COMPANY
------------------------------------------------------------------------------------------
David S. Gottesman, Senior     Berkshire Hathaway, Inc.       Member, Board of Directors
Managing Director              3555 Farnam Street
                               Omaha, NE 68131
------------------------------------------------------------------------------------------
Arthur J. Stainman, Senior     Ark Restaurants Corp.          Member, Board of Directors
Managing Director              85 Fifth Avenue, 14th Floor
                               New York, NY 10003
------------------------------------------------------------------------------------------

C-33

FRANKLIN ADVISERS, INC.
Franklin Advisers, Inc. ("Franklin Advisers") serves as an investment sub-adviser for the Cornerstone Advisors Core Plus Bond Fund. The principal address of Franklin Advisers is One Franklin Parkway, San Mateo, California 94403. Franklin Advisers is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of Franklin Advisers engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

HAMLIN CAPITAL MANAGEMENT, LLC
Hamlin Capital Management, LLC ("Hamlin") serves as the investment adviser for the Hamlin High Dividend Equity Fund. The principal address of Hamlin is 640 Fifth Avenue, 6th Floor, New York, New York 10019. Hamlin is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended December 31, 2015 and 2016.

----------------------------------------------------------------------------------
  NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS         CONNECTION WITH
    INVESTMENT ADVISER          ADDRESS OF OTHER COMPANY            OTHER COMPANY
----------------------------------------------------------------------------------
Mark Stitzer -- Managing      Hamlin Capital Advisors, LLC              Owner
Partner                       5550 West Executive Drive,
                              Suite 540
                              Tampa, FL 33609
                              ----------------------------------------------------
                              Branchville Persistence, LLC              Owner
                              640 Fifth Avenue, 6th Floor
                              New York, NY 10019
                              ----------------------------------------------------
                              Hamlin-Crest GP, LLC                      Owner
                              640 Fifth Avenue, 6th Floor
                              New York, NY 10019
----------------------------------------------------------------------------------
Joseph Bridy -- Senior        Hamlin Capital Advisors, LLC              Owner
Partner & Fixed Income        5550 West Executive Drive,
Portfolio Manager             Suite 540
                              Tampa, FL 33609
                              ----------------------------------------------------
                              Branchville Persistence, LLC              Owner
                              640 Fifth Avenue, 6th Floor
                              New York, NY 10019
                              ----------------------------------------------------
                              Hamlin-Crest GP, LLC                      Owner
                              640 Fifth Avenue, 6th Floor
                              New York, NY 10019
----------------------------------------------------------------------------------
Chris D'Agnes -- Senior       Hamlin Capital Advisors, LLC              Owner
Partner & Equity Portfolio    5550 West Executive Drive,
Manager                       Suite 540
                              Tampa, FL 33609
                              ----------------------------------------------------
                              Hamlin-Crest GP, LLC                      Owner
                              640 Fifth Avenue, 6th Floor
                              New York, NY 10019
----------------------------------------------------------------------------------
Charlie Garland -- Senior     Hamlin Capital Advisors, LLC              Owner
Partner and Equity            5550 West Executive Drive,
Portfolio Manager             Suite 540
                              Tampa, FL 33609
                              ----------------------------------------------------
                              Hamlin-Crest GP, LLC                      Owner
                              640 Fifth Avenue, 6th Floor
                              New York, NY 10019
----------------------------------------------------------------------------------
Deborah Finegan -- Senior     Hamlin Capital Advisors, LLC              Owner
Partner & Chief Operating     5550 West Executive Drive,
Officer                       Suite 540
                              Tampa, FL 33609
----------------------------------------------------------------------------------

C-34

----------------------------------------------------------------------------------
  NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS         CONNECTION WITH
    INVESTMENT ADVISER          ADDRESS OF OTHER COMPANY            OTHER COMPANY
----------------------------------------------------------------------------------
                              Branchville Persistence, LLC              Owner
                              640 Fifth Avenue, 6th Floor
                              New York, NY 10019
                              ----------------------------------------------------
                              Hamlin-Crest GP, LLC                      Owner
                              640 Fifth Avenue, 6th Floor
                              New York, NY 10019
----------------------------------------------------------------------------------
Vivian Pan -- Senior          Hamlin-Crest GP, LLC                      Owner
Partner                       640 Fifth Avenue, 6th Floor
                              New York, NY 10019
----------------------------------------------------------------------------------
Benjamin Kaufman --           Hamlin-Crest GP, LLC                      Owner
Partner & Senior Bond         640 Fifth Avenue, 6th Floor
Analyst                       New York, NY 10019
----------------------------------------------------------------------------------
Parker Stitzer -- Partner &   Hamlin-Crest GP, LLC                      Owner
Bond Analyst                  640 Fifth Avenue, 6th Floor
                              New York, NY 10019
----------------------------------------------------------------------------------
Michael Tang -- Partner &     Hamlin-Crest GP, LLC                      Owner
Equity Analyst                640 Fifth Avenue, 6th Floor
                              New York, NY 10019
----------------------------------------------------------------------------------

HARRIS ASSOCIATES L.P.
Harris Associates L.P. ("Harris") is a registered investment adviser under the Investment Advisers Act of 1940. Harris serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The directors and executive officers of Harris, or Harris Associates, Inc. ("HAI"), its general partner, have had as their sole business, profession, vocation or employment during the past two years only their duties as executive officers/employees of Harris; Harris' ultimate parent company, Natixis Global Asset Management ("NGAM"); HAI; Harris Associates Investment Trust ("HAIT"), a U.S. registered investment company consisting of the seven Oakmark Funds for which Harris serves as the advisor and sponsor; and/or Harris Associates Securities L.P. ("HASLP"), an affiliated limited-purpose broker-dealer of which Harris is a limited partner. The business address of Harris, HAI, HAIT and HASLP is 111 S. Wacker Drive, Suite 4600, Chicago, Illinois 60606. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

----------------------------------------------------------------------------------------------
NAME AND POSITION WITH                                             CONNECTION WITH
  INVESTMENT ADVISER           NAME OF OTHER COMPANY                OTHER COMPANY
----------------------------------------------------------------------------------------------
Kristi L. Rowsell              HAI                           Director and President
President                      ---------------------------------------------------------------
                               HAIT                          Trustee and President
                               ---------------------------------------------------------------
                               HASLP                         President
----------------------------------------------------------------------------------------------
Zachary Weber                  HAI                           Chief Financial Officer and
Chief Financial Officer                                      Treasurer
and Treasurer                  ---------------------------------------------------------------
                               HAIT                          Principal Financial Officer
                               ---------------------------------------------------------------
                               HASLP                         Chief Financial Officer and
                                                             Treasurer
----------------------------------------------------------------------------------------------
David G. Herro                 HAI                           Director, Deputy Chairman, since
Deputy Chairman, Chief                                       2015, and Chief Investment
Investment Officer,                                          Officer, International Equity
----------------------------------------------------------------------------------------------

C-35

----------------------------------------------------------------------------------------------
International Equity,          HAIT                          Vice President and Portfolio
Portfolio Manager and                                        Manager (Oakmark Global Fund,
Analyst                                                      Oakmark Global Select Fund,
                                                             Oakmark International Fund and
                                                             Oakmark International Small Cap
                                                             Fund)
----------------------------------------------------------------------------------------------
Anthony P. Coniaris            HAI                           Director, Co-Chairman, since
Co-Chairman, Portfolio                                       2016
Manager and Analyst            ---------------------------------------------------------------
                               HAIT                          Vice President and Portfolio
                                                             Manager (Oakmark Select Fund,
                                                             Oakmark Global Fund, Oakmark
                                                             Global Select Fund)
----------------------------------------------------------------------------------------------
Kevin G. Grant                 HAI                           Director, Co-Chairman, since
Co-Chairman, Portfolio                                       2016
Manager and Analyst            ---------------------------------------------------------------
                               HAIT                          Vice President and Portfolio
                                                             Manager (Oakmark Fund)
----------------------------------------------------------------------------------------------
Colin P. McFarland             HAI                           Chief Compliance Officer
Chief Compliance Officer
----------------------------------------------------------------------------------------------
Clyde S. McGregor              HAI                           Vice President
Vice President and             ---------------------------------------------------------------
Portfolio Manager              HAIT                          Vice President and Portfolio
                                                             Manager (Oakmark Equity and
                                                             Income Fund and Oakmark
                                                             Global Fund)
----------------------------------------------------------------------------------------------
Thomas W. Murray               HAI                           Vice President and Director of
Vice President, Director of                                  U.S. Research
U.S. Research, Portfolio       ---------------------------------------------------------------
Manager and Analyst            HAIT                          Vice President and Portfolio
                                                             Manager (Oakmark Select Fund)
----------------------------------------------------------------------------------------------
William C. Nygren              HAI                           Vice President and Chief
Vice President, Portfolio                                    Investment Officer, U.S. Equity,
Manager and Analyst                                          since 2017
                               ---------------------------------------------------------------
                               HAIT                          Vice President and Portfolio
                                                             Manager (Oakmark Fund,
                                                             Oakmark Select Fund and
                                                             Oakmark Global Select Fund)
----------------------------------------------------------------------------------------------
Justin D. Hance                HAI                           Vice President and Director of
Vice President, Director of                                  International Research
International Research, since  ---------------------------------------------------------------
2016, Portfolio Manager and    HAIT                          Vice President, Portfolio
Analyst                                                      Manager and Analyst (Oakmark
                                                             International Small Cap Fund)
----------------------------------------------------------------------------------------------
Michael L. Manelli             HAI                           Vice President
Vice President, Portfolio      ---------------------------------------------------------------
Manager and Analyst            HAIT                          Vice President and Portfolio
                                                             Manager (Oakmark International
                                                             Fund, Oakmonk International
                                                             Small Cap Fund)
----------------------------------------------------------------------------------------------
M. Colin Hudson, Vice          HAI                           Vice President
President, Portfolio Manager   ---------------------------------------------------------------
and Analyst                    HAIT                          Vice President and Portfolio
                                                             Manager (Oakmark Equity and
                                                             Income Fund)
----------------------------------------------------------------------------------------------
Christopher W. Keller, Chief   HAI                           Chief Operating Officer
Operating Officer              ---------------------------------------------------------------
                               HAIT                          Vice President
----------------------------------------------------------------------------------------------
Jason E. Long                  HAI                           Vice President
                               ---------------------------------------------------------------
                               HAIT                          Vice President, Portfolio
                                                             Manager and Analyst (Oakmark
                                                             Global Fund)
----------------------------------------------------------------------------------------------

C-36

----------------------------------------------------------------------------------------------
Eric Liu, Portfolio            HAIT                          Portfolio Manager and Analyst
Manager and Analyst                                          (Oakmark Global Select Fund)
----------------------------------------------------------------------------------------------
Pierre Servant                 HAI                           Director
                               ---------------------------------------------------------------
                               Natixis Global Asset          Chief Executive Officer and
                               Management                    Member of Executive Committee
                               21 quai d'Austerlitz 75013
                               Paris, France
----------------------------------------------------------------------------------------------
John Hailer                    HAI                           Director
                               ---------------------------------------------------------------
                               Natixis Global Asset          President and Chief Executive
                               Management LLC                Officer
                               399 Boylston Street
                               Boston, MA 02116
----------------------------------------------------------------------------------------------

HARVEST GLOBAL INVESTMENTS LIMITED
Harvest Global Investments Limited ("Harvest") serves as the investment adviser for the Harvest Funds China All Assets and the Harvest Funds Intermediate Bond. The principal address of Harvest is 31/F One Exchange Square, 8 Connaught Place, Central Hong Kong. Harvest is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended December 31, 2015 and 2016.

---------------------------------------------------------------------------------------
NAME AND POSITION WITH      NAME AND PRINCIPAL BUSINESS               CONNECTION WITH
 INVESTMENT ADVISER          ADDRESS OF OTHER COMPANY                  OTHER COMPANY
---------------------------------------------------------------------------------------
Zhao Xuejun                 Harvest Capital Management Co           Director
Director                    Limited
                            8/F, China Resources Building,
                            No.8, Jianguomen Beidajie,
                            Beijing, China
                            -----------------------------------------------------------
                            Harvest Wealth Management Co.,          Director
                            Ltd
                            Unit 4606-10, Shanghai Two ifc,
                            8 Century Avenue, Pudong New
                            Area, Shanghai P.R.C
                            -----------------------------------------------------------
                            Harvest Real Estate Investments         Director
                            (Cayman) Limited
                            190 Elgin Avenue, George Town
                            Grand Cayman KY1-9005,
                            Cayman Islands
                            -----------------------------------------------------------
                            Harvest Real Estate Investment          Director
                            (HK) Limited
                            31/F, One Exchange Square,
                            8 Connaught Place, Central,
                            Hong Kong
                            -----------------------------------------------------------
                            Harvest Capital International           Director
                            (Cayman) Limited
                            190 Elgin Avenue, George Town
                            Grand Cayman KY1-9005
                            Cayman Islands
---------------------------------------------------------------------------------------

C-37

---------------------------------------------------------------------------------------
                            Harvest Capital International           Director
                            (Hong Kong) Limited
                            701, 7/F, Tower 2, Silvercord,
                            30 Canton Road, Tsim Sha Tsui,
                            Kowloon, Hong Kong
                            -----------------------------------------------------------
                            igoldenbeta Network Technology          Director
                            (Cayman) Limited
                            190 Elgin Avenue, George Town,
                            Grand Cayman KY1-9005,
                            Cayman Islands
---------------------------------------------------------------------------------------
Choy Peng Wah               Harvest USA Incorporation               Director
Director                    160 Greentree Drive, Suite 101,
                            City of Dover 19904, Country of
                            Kent, State of Delaware.
                            -----------------------------------------------------------
                            HGI (USA) Investments LLC               Director
                            708 Third Avenue
                            Sixth Floor
                            New York, NY 10017
                            -----------------------------------------------------------
                            HGI (USA) LLC                           Director
                            708 Third Avenue
                            Sixth Floor
                            New York, NY 10017
                            -----------------------------------------------------------
                            Harvest Global Investments (UK)         Director
                            Limited
                            5th Floor, 6 St. Andrew Street,
                            London, EC4A 3AE
                            -----------------------------------------------------------
                            Harvest Alternative Investment          Director
                            Group Limited
                            P.O. Box 957, Offshore
                            Incorporations Centre,
                            Road Town, Tortola,
                            British Virgin Islands
---------------------------------------------------------------------------------------
Li Ming                     Harvest Capital Management Co           Director
Director                    Limited
                            8/F, China Resources Building,
                            No.8, Jianguomen Beidajie,
                            Beijing
---------------------------------------------------------------------------------------
Wang Wei                    Harvest Capital Management Co           Chief Risk Officer,
Director                    Limited                                 Director
                            8/F, China Resources Building,
                            No.8, Jianguomen Beidajie,
                            Beijing
                            -----------------------------------------------------------
                            Harvest Alternative Investment          Director
                            Group Limited
                            Offshore Incorporations Centre,
                            Road Town, Tortola,
                            British Virgin Islands
---------------------------------------------------------------------------------------

C-38

---------------------------------------------------------------------------------------
                            Harvest Global Capital                  Director
                            Investments Limited
                            31/F, One Exchange Square,
                            8 Connaught Place, Central,
                            Hong Kong
                            -----------------------------------------------------------
                            Harvest Capital International           Director
                            (Cayman) Limited
                            190 Elgin Avenue, George Town
                            Grand Cayman KY1-9005
                            Cayman Islands
                            -----------------------------------------------------------
                            Harvest Capital International           Director
                            (Hong Kong) Limited
                            701, 7/F, Tower 2, Silvercord,
                            30 Canton Road, Tsim Sha Tsui,
                            Kowloon, Hong Kong
---------------------------------------------------------------------------------------
Sun Chen                    Harvest USA Incorporation               Director
Director                    160 Greentree Drive, Suite 101,
                            City of Dover 19904, Country of
                            Kent, State of Delaware
                            -----------------------------------------------------------
                            HGI (USA) Investments LLC               Director
                            708 Third Avenue
                            Sixth Floor
                            New York, NY 10017
                            -----------------------------------------------------------
                            HGI (USA) LLC                           Director
                            708 Third Avenue
                            Sixth Floor
                            New York, NY 10017
                            -----------------------------------------------------------
                            Harvest Global Investments (UK)         Director
                            Limited
                            5th Floor, 6 St. Andrew Street,
                            London, EC4A 3AE
                            -----------------------------------------------------------
                            Harvest Global Capital                  Director
                            Investments Limited 31/F,
                            One Exchange Square,
                            8 Connaught Place,
                            Central, Hong Kong
---------------------------------------------------------------------------------------
Kerry Chow                  Harvest USA Incorporation               Director
Employee                    160 Greentree Drive, Suite 101,
                            City of Dover 19904, Country of
                            Kent, State of Delaware.
                            -----------------------------------------------------------
                            HGI (USA) Investments LLC               Director
                            708 Third Avenue
                            Sixth Floor
                            New York, NY 10017
---------------------------------------------------------------------------------------

C-39

---------------------------------------------------------------------------------------
                            HGI (USA) LLC                           Director
                            708 Third Avenue
                            Sixth Floor
                            New York, NY 10017
                            -----------------------------------------------------------
                            Harvest Global Investments (UK)         Director
                            Limited
                            5th Floor, 6 St. Andrew Street,
                            London, EC4A 3AE
---------------------------------------------------------------------------------------
David Tong                  Harvest USA Incorporation               Director
Employee                    160 Greentree Drive, Suite 101,
                            City of Dover 19904, Country of
                            Kent, State of Delaware.
                            -----------------------------------------------------------
                            HGI (USA) Investments LLC               Director
                            708 Third Avenue
                            Sixth Floor
                            New York, NY 10017
                            -----------------------------------------------------------
                            HGI (USA) LLC                           Director
                            708 Third Avenue
                            Sixth Floor
                            New York, NY 10017
---------------------------------------------------------------------------------------
Thomas Kwan                 DKJ Company Limited                     Director
Employee                    Flat E, 11/F, Block 4, Nam Fu
                            Estate, Quarry Bay, HK
---------------------------------------------------------------------------------------

HAVERFORD FINANCIAL SERVICES, INC.
Haverford Financial Services, Inc. ("Haverford") serves as the investment adviser for the Haverford Quality Growth Stock Fund. The principal address of Haverford is Three Radnor Corporate Center, Suite 450, Radnor, Pennsylvania 19087-4546. Haverford is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

--------------------------------------------------------------------------------------------------
NAME AND POSITION WITH        NAME AND PRINCIPAL BUSINESS                CONNECTION WITH
  INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY                   OTHER COMPANY
--------------------------------------------------------------------------------------------------
George W. Connell            The Haverford Trust Company          Vice Chairman & Indirect Owner
Vice Chairman & Owner        3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Haverford Trust Securities, Inc.     Vice Chairman & Indirect Owner
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Drexel Morgan & Co.                  CEO, President & Owner
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------

C-40

--------------------------------------------------------------------------------------------------
NAME AND POSITION WITH        NAME AND PRINCIPAL BUSINESS                CONNECTION WITH
  INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY                   OTHER COMPANY
--------------------------------------------------------------------------------------------------
                             Drexel Morgan Capital Advisers,      Director, Indirect Owner
                             Inc.
                             3 Radnor Corporate Center,
                             Suite 305
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Red Wing Management II, LLC          Indirect Owner
                             3 Radnor Corporate Center,
                             Suite 305
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------
Joseph J. McLaughlin         The Haverford Trust Company          Chairman & CEO
Chairman, CEO & President    3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Haverford Trust Securities, Inc.     Registered Representative
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------
Binney H. C. Wietlisbach     The Haverford Trust Company          President, Director & Secretary
Executive Vice President     3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Haverford Trust Securities, Inc.     CEO & President
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------
Henry B. Smith               The Haverford Trust Company          Vice President, Co-Chief
Vice President and CIO       3 Radnor Corporate Center,           Investment Officer & Director
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Haverford Trust Securities, Inc.     Registered Representative
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------
David Brune                  The Haverford Trust Company          Vice President
Vice President               3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Haverford Trust Securities, Inc.     Registered Representative
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------
John H. Donaldson            The Haverford Trust Company          Vice President
Vice President               3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------

C-41

--------------------------------------------------------------------------------------------------
NAME AND POSITION WITH        NAME AND PRINCIPAL BUSINESS                CONNECTION WITH
  INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY                   OTHER COMPANY
--------------------------------------------------------------------------------------------------
Timothy A. Hoyle             The Haverford Trust Company          Vice President & Co-Chief
Vice President               3 Radnor Corporate Center,           Investment Officer
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Haverford Trust Securities, Inc.     Registered Representative
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------
Jeffrey M. Bagley            The Haverford Trust Company          Vice President
Vice President               3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------
MarieElena V. Ness           The Haverford Trust Company          VP & Chief Compliance Officer
Chief Compliance Officer     3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Haverford Trust Securities, Inc.     VP & Chief Compliance Officer
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Drexel Morgan & Co.                  VP & Chief Compliance Officer
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Regulatory Compliance Assistance,    Sole Member
                             LLC
--------------------------------------------------------------------------------------------------
Paul S. Rovner               The Haverford Trust Company          VP, CFO, & Assistant Secretary
Chief Financial              3 Radnor Corporate Center,
Officer & Treasurer          Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Haverford Trust Securities, Inc.     VP & CFO
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Drexel Morgan & Co.                  VP & Secretary
                             3 Radnor Corporate Center,
                             Suite 450
                             Radnor, PA 19087
                             ---------------------------------------------------------------------
                             Drexel Morgan Capital Advisers,      VP & CFO
                             Inc.
                             3 Radnor Corporate Center,
                             Suite 305
                             Radnor, PA 19087
--------------------------------------------------------------------------------------------------

C-42

INVESTMENT COUNSELORS OF MARYLAND, LLC
Investment Counselors of Maryland, LLC ("ICM") serves as the investment adviser to the ICM Small Company Portfolio. The principal address of ICM is 300 East Lombard Street, Suite 810, Baltimore, Maryland 21202. ICM is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of ICM engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

KAYNE ANDERSON CAPITAL ADVISORS, L.P.
Kayne Anderson Capital Advisors, L.P. ("KACALP") serves as an investment sub-adviser for the Cornerstone Advisors Real Assets Fund. The principal address of KACALP is 1800 Avenue of the Stars, Third Floor, Los Angeles, California 90067. KACALP is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, the KACALP portfolio manager responsible for the management of the Cornerstone Advisors Real Assets Fund did not engage in any other business profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee, other than serving as Executive Vice President, Assistant Treasurer and Assistant Secretary of Kayne Anderson Energy Total Return Fund ("KYE"), Kayne Anderson MLP Investment Company ("KYN"), Kayne Anderson Midstream/Energy Fund ("KMF"), and Kayne Anderson Energy Development Company ("KED"). Each of these are publicly traded closed-end funds managed by KA Fund Advisors, LLC an affiliate of KACALP.

LOOMIS, SAYLES & COMPANY, L.P.
Loomis, Sayles & Company, L.P. ("Loomis Sayles") serves as the investment adviser to the Loomis Sayles Full Discretion Institutional Securitized Fund and as an investment sub-adviser for the Cornerstone Advisors Core Plus Bond Fund. The address of Loomis Sayles is One Financial Center, Boston, Massachusetts 02111-2621. Loomis Sayles is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

-------------------------------------------------------------------------------------------------------
NAME AND POSITION WITH            NAME AND PRINCIPAL BUSINESS               CONNECTION WITH
  INVESTMENT ADVISER                ADDRESS OF OTHER COMPANY                 OTHER COMPANY
-------------------------------------------------------------------------------------------------------
Robert J. Blanding             Loomis Sayles Investments Asia Pte.       Director
Chairman of the Board          Ltd.
and Director                   10 Collyer Quay #14-06, Ocean
                               Financial Centre, Singapore 049315
                               ------------------------------------------------------------------------
                               Loomis Sayles Investments Limited         Alternate Director
                               The Economist Plaza, 25 St. James's
                               Street, London, England SW1A 1 HA
                               ------------------------------------------------------------------------
                               Natixis Asset Management Japan Co.        Director
                               Ltd.
                               Hibiya Kokusai Building --4F -- 2-2-3,
                               Uchisaiwaicho Chiyoda-ku, Tokyo,
                               100-0011 -- Japan
-------------------------------------------------------------------------------------------------------
Daniel J. Fuss                 Loomis Sayles Funds I                     Executive Vice President
Vice Chairman, Executive       399 Boylston Street,
Vice President, and            Boston, MA 02116
Director                       ------------------------------------------------------------------------
                               Loomis Sayles Funds II                    Executive Vice President
                               399 Boylston Street,
                               Boston, MA 02116
-------------------------------------------------------------------------------------------------------

C-43

-------------------------------------------------------------------------------------------------------
NAME AND POSITION WITH            NAME AND PRINCIPAL BUSINESS               CONNECTION WITH
  INVESTMENT ADVISER                ADDRESS OF OTHER COMPANY                 OTHER COMPANY
-------------------------------------------------------------------------------------------------------
Pierre Servant                 Natixis Global Asset Management           CEO and Member of the
Director                       21 quai d'Austerlitz, 75634 Paris         Executive Board
                               cedex 13 - France
-------------------------------------------------------------------------------------------------------
John T. Hailer                 Natixis Global Asset Management,          President and CEO, U.S. & Asia
Director                       L.P.
                               399 Boylston Street,
                               Boston, MA 02116
-------------------------------------------------------------------------------------------------------
Kevin P. Charleston            Loomis Sayles Funds I                     Trustee, President and Chief
Chief Executive Officer,       399 Boylston Street,                      Executive Officer
President, and Director        Boston, MA 02116
                               ------------------------------------------------------------------------
                               Loomis Sayles Funds II                    Trustee
                               399 Boylston Street,
                               Boston, MA 02116
                               ------------------------------------------------------------------------
                               Natixis Funds Trust I                     Trustee
                               399 Boylston Street,
                               Boston, MA 02116
                               ------------------------------------------------------------------------
                               Natixis Funds Trust II                    Trustee
                               399 Boylston Street,
                               Boston, MA 02116
                               ------------------------------------------------------------------------
                               Natixis Funds Trust IV                    Trustee
                               399 Boylston Street,
                               Boston, MA 02116
                               ------------------------------------------------------------------------
                               Gateway Trust                             Trustee
                               399 Boylston Street,
                               Boston, MA 02116
                               ------------------------------------------------------------------------
                               Loomis Sayles Distributors, Inc.          Director
                               One Financial Center,
                               Boston, MA 02111
                               ------------------------------------------------------------------------
                               Loomis Sayles Investments Limited         Executive Vice President
                               The Economist Plaza, 25 St. James's
                               Street, London, England SW1A 1 HA
                               ------------------------------------------------------------------------
                               Loomis Sayles Trust Co., LLC              Manager and President
                               One Financial Center,
                               Boston, MA 02111
                               ------------------------------------------------------------------------
                               Loomis Sayles Investments Asia Pte.       Director
                               Ltd.
                               10 Collyer Quay #14-06, Ocean
                               Financial Centre, Singapore 049315
-------------------------------------------------------------------------------------------------------
John F. Gallagher III          Loomis Sayles Distributors, Inc.          President
Executive Vice President,      One Financial Center,
Director of Institutional      Boston, MA 02111
Services, and Director         ------------------------------------------------------------------------
                               Loomis Sayles Distributors, L.P.          President
                               One Financial Center,
                               Boston, MA 02111
                               ------------------------------------------------------------------------
                               Loomis Sayles Investments Asia Pte.       Director
                               Ltd.
                               10 Collyer Quay #14-06, Ocean
                               Financial Centre, Singapore 049315
-------------------------------------------------------------------------------------------------------
Jean S. Loewenberg             Loomis Sayles Distributors, Inc.          Director
Executive Vice President,      One Financial Center,
General Counsel,               Boston, MA 02111
Secretary, and Director        ------------------------------------------------------------------------
                               Loomis Sayles Investments Limited         General Counsel and Company
                               The Economist Plaza, 25 St. James's       Secretary
                               Street, London, England SW1A 1 HA
-------------------------------------------------------------------------------------------------------

C-44

-------------------------------------------------------------------------------------------------------
NAME AND POSITION WITH            NAME AND PRINCIPAL BUSINESS               CONNECTION WITH
  INVESTMENT ADVISER                ADDRESS OF OTHER COMPANY                 OTHER COMPANY
-------------------------------------------------------------------------------------------------------
                               Loomis Sayles Trust Co., LLC              Manager and Secretary
                               One Financial Center,
                               Boston, MA 02111
                               ------------------------------------------------------------------------
                               Loomis Sayles Investments Asia Pte.       Director
                               Ltd.
                               10 Collyer Quay #14-06, Ocean
                               Financial Centre, Singapore 049315
-------------------------------------------------------------------------------------------------------
John R. Gidman                 Loomis Sayles Solutions, LLC              President
Executive Vice President,      One Financial Center,
Chief Information Officer,     Boston, MA 02111
and Director
-------------------------------------------------------------------------------------------------------
Jaehoon Park, Executive        Loomis Sayles Investments Asia Pte.       Director
Vice President, Chief          Ltd.
Investment Officer, and        10 Collyer Quay #14-06, Ocean
Director                       Financial Centre, Singapore 049315
-------------------------------------------------------------------------------------------------------
Paul J. Sherba                 Loomis Sayles Distributors, Inc.          Vice President and Treasurer
Executive Vice President,      One Financial Center,
Chief Financial Officer,       Boston, MA 02111
and Director                   ------------------------------------------------------------------------
                               Loomis Sayles Distributors, L.P.          Vice President and Treasurer
                               One Financial Center,
                               Boston, MA 02111
                               ------------------------------------------------------------------------
                               Loomis Sayles Trust Co., LLC              Manager and Chief Financial
                               One Financial Center,                     Officer
                               Boston, MA 02111
                               ------------------------------------------------------------------------
                               Loomis Sayles Investments Asia Pte.       Director
                               Ltd.
                               10 Collyer Quay #14-06, Ocean
                               Financial Centre, Singapore 049315
                               ------------------------------------------------------------------------
                               Loomis Sayles Investments Limited         Chief Financial Officer
                               The Economist Plaza, 25 St. James's
                               Street, London, England SW1A 1 HA
-------------------------------------------------------------------------------------------------------

LSV ASSET MANAGEMENT
LSV Asset Management ("LSV") serves as the investment adviser to the LSV Value Equity Fund, LSV Conservative Value Equity Fund, LSV Small Cap Value Fund, LSV Global Value Fund, LSV U.S. Managed Volatility Fund and LSV Global Managed Volatility Fund. LSV also serves as the investment sub-adviser to the Cornerstone Advisors Global Public Equity Fund. The address of LSV is 155 North Wacker Drive, Suite 4600, Chicago, Illinois 60606. LSV is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of LSV engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

MARSICO CAPITAL MANAGEMENT, LLC
Marsico Capital Management, LLC ("Marsico") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The principal address of Marsico is 1200 17th Street, Suite 1600, Denver, Colorado 80202. Marsico is an investment adviser registered under the Investment Advisers Act of 1940.

C-45

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of Marsico engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

METROPOLITAN WEST ASSET MANAGEMENT LLC
Metropolitan West Asset Management LLC ("MetWest") serves as an investment sub-adviser for the Cornerstone Advisors Core Plus Bond Fund. The principal address of MetWest is 865 S. Figueroa Street, Suite 1800, Los Angeles, California 90017. MetWest is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

The principal business address of The TCW Group, Inc. (the "Group"), TCW Investment Management Company LLC ("TIMCO"), TCW Asset Management Company LLC ("TAMCO"), TCW LLC and Trust Company of the West is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.

-----------------------------------------------------------------------------------------------------
   NAME AND POSITION WITH          NAME AND PRINCIPAL BUSINESS             CONNECTION WITH
     INVESTMENT ADVISER              ADDRESS OF OTHER COMPANY               OTHER COMPANY
-----------------------------------------------------------------------------------------------------
Tad Rivelle                        The TCW Group, Inc.,               Group Managing Director, Chief
Chief Investment Officer --        TCW Investment Management          Investment Officer - Fixed
Fixed Income, Group Managing       Company LLC,                       Income (TIMCO, TAMCO, and
Director                           TCW Asset Management               TCW LLC)
                                   Company LLC,
                                   TCW LLC, and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------
Laird Landmann                     The TCW Group, Inc.,               Group Managing Director
President                          TCW Investment Management          (TIMCO, TAMCO, TCW LLC,
                                   Company LLC,                       Group)
                                   TCW Asset Management
                                   Company LLC, TCW LLC and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------
David Lippman                      The TCW Group, Inc.,               President and Chief Executive
Chief Executive Officer            TCW Investment Management          Officer (TAMCO, TIMCO, TCW
                                   Company LLC,                       LLC, Group)
                                   TCW Asset Management
                                   Company LLC, TCW LLC and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------

C-46

-----------------------------------------------------------------------------------------------------
Stephen Kane                       The TCW Group, Inc.,               Group Managing Director
Group Managing Director            TCW Investment Management          (TAMCO, TIMCO, TCW LLC)
                                   Company LLC,
                                   TCW Asset Management
                                   Company LLC, TCW LLC and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------
Bryan T. Whalen                    The TCW Group, Inc.,               Group Managing Director
Group Managing Director            TCW Investment Management          (TAMCO, TIMCO, TCW LLC)
                                   Company LLC,
                                   TCW Asset Management
                                   Company LLC, TCW LLC and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------
Patrick A. Moore                   The TCW Group, Inc.,               Group Managing Director
Group Managing Director            TCW Investment Management          (TAMCO, TIMCO, TCW LLC)
                                   Company LLC,
                                   TCW Asset Management
                                   Company LLC, TCW LLC and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------
Cal Rivelle                        The TCW Group, Inc.,               Group Managing Director
Group Managing Director            TCW Investment Management          (TAMCO, TIMCO, TCW LLC);
                                   Company LLC,                       Group Managing Director of
                                   TCW Asset Management               Investment Technology (Group)
                                   Company LLC,
                                   TCW LLC and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------
Joseph Carieri                     The TCW Group, Inc.,               Group Managing Director
Group Managing Director            TCW Investment Management          (TAMCO, TIMCO, TCW LLC)
                                   Company LLC,
                                   TCW Asset Management
                                   Company LLC,
                                   TCW LLC and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------
David DeVito                       The TCW Group, Inc.,               Executive Vice President, Chief
Executive Vice President,          TCW Investment Management          Operating Officer (TAMCO,
Chief Operating Officer            Company LLC,                       TIMCO, TCW LLC, Group)
                                   TCW Asset Management
                                   Company LLC, TCW LLC and
                                   Trust Company of the West.
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------

C-47

-----------------------------------------------------------------------------------------------------
Jeffrey Engelsman                  The TCW Group, Inc.,               Global Chief Compliance
Global Chief Compliance            TCW Investment Management          Officer, Managing Director
Officer, Managing Director         Company LLC,                       (TAMCO, TIMCO, TCW LLC),
                                   TCW Asset Management               Global Chief Compliance Officer
                                   Company LLC, TCW LLC and           (Group)
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------
Meredith Jackson                   The TCW Group, Inc.,               Executive Vice President,
Executive Vice President,          TCW Investment Management          General Counsel, Secretary
General Counsel, Secretary         Company LLC,                       (TAMCO, TIMCO, TCW LLC,
                                   TCW Asset Management               Group)
                                   Company LLC, TCW LLC and
                                   Trust Company of the West
                                   865 South Figueroa Street,
                                   Suite 1800,
                                   Los Angeles, California 90017
-----------------------------------------------------------------------------------------------------

NUMERIC INVESTORS LLC
Numeric Investors LLC ("Numeric") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund and Cornerstone Advisors Public Alternatives Fund. The principal address of Numeric is 470 Atlantic Avenue, 6th Floor, Boston, Massachusetts 02210. Numeric is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

-------------------------------------------------------------------------------------------------------
 NAME AND POSITION WITH           NAME AND PRINCIPAL BUSINESS                 CONNECTION WITH
   INVESTMENT ADVISER               ADDRESS OF OTHER COMPANY                   OTHER COMPANY
-------------------------------------------------------------------------------------------------------
Gregory Bond, Director of       Numeric Holdings LLC                   Director
Research                        470 Atlantic Avenue, 6th Floor
                                Boston, MA 02210
-------------------------------------------------------------------------------------------------------
Eric Burl, Director             Man Americas                           Co-Head Global Sales & Head of
(Numeric Holdings LLC)          452 Fifth Avenue, 27th Floor           Americas
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Man Group plc                          Executive Committee Member
                                Riverbank House
                                2 Swan Lane
                                London EC4R 3AD
                                United Kingdom
                                -----------------------------------------------------------------------
                                Man Global Private Markets             Director (January 2017 --
                                (USA) Inc.                             Present)
                                128 South Tryon Street,
                                Suite 1950
                                Charlotte, NC 28202
-------------------------------------------------------------------------------------------------------

C-48

-------------------------------------------------------------------------------------------------------
                                Silvermine Capital Management          President (January 2015 --
                                LLC                                    Present)
                                281 Tresser Boulevard,
                                Suite 1102
                                Stamford, CT 06901
                                -----------------------------------------------------------------------
                                Man Investments Inc.                   Director & President
                                452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                GLG LLC                                President
                                452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Managed Funds Association              Director (October 2015 --
                                600 14th Street, N.W.,                 Present)
                                Suite 900
                                Washington, DC 20005
-------------------------------------------------------------------------------------------------------
Michael Even, Chairman          Numeric Holdings LLC                   Director (2006 -- December
                                470 Atlantic Avenue, 6th Floor         2016)
                                Boston, MA 02210
                                -----------------------------------------------------------------------
                                The Trustees of Reservations           Investment Committee Member
                                Fund
                                572 Essex Street
                                Beverly, MA 01915
                                -----------------------------------------------------------------------
                                Massachusetts Pension Reserves         Investment Committee Member
                                Investment Management Board
                                84 State Street, Suite 250
                                Boston, MA 02109
                                -----------------------------------------------------------------------
                                Man Group plc                          Executive Committee Member
                                Riverbank House                        (September 2014 -- December
                                2 Swan Lane                            2016)
                                London EC4R 3AD
                                United Kingdom
-------------------------------------------------------------------------------------------------------
Robert Furdak, co-Chief         Man Group plc                          Executive Committee Member
Investment Officer              Riverbank House                        (December 2016 -- Present)
                                2 Swan Lane
                                London EC4R 3AD
                                United Kingdom
                                -----------------------------------------------------------------------
                                Wellesley Youth Hockey                 Director
                                P.O. Box 812182
                                Wellesley, MA 02482
-------------------------------------------------------------------------------------------------------
David Gallias, Treasurer        Man Global Private Markets             Treasurer (January 2017 --
                                (USA) Inc.                             Present)
                                128 South Tryon Street,
                                Suite 1950
                                Charlotte, NC 28202
-------------------------------------------------------------------------------------------------------

C-49

-------------------------------------------------------------------------------------------------------
                                FRM Investment Management              Treasurer (June 2016 -- Present)
                                (USA) LLC
                                452 Fifth Avenue, 26th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                GLG LLC                                Treasurer (June 2016 -- Present)
                                452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Man Investments Inc.                   Chief Financial Officer,
                                452 Fifth Avenue, 27th Floor           Treasurer and FINOP (May 2016
                                New York, NY 10018                     -- Present)
                                -----------------------------------------------------------------------
                                Silvermine Capital Management          Treasurer (June 2016 -- Present)
                                LLC
                                281 Tresser Boulevard,
                                Suite 1102
                                Stamford, CT 06901
-------------------------------------------------------------------------------------------------------
Richard Hanna,                  Man Americas                           Chief Operating Officer
Chief Financial Officer         452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                FRM Investment Management              Vice President (June 2016 --
                                (USA) LLC                              Present)
                                452 Fifth Avenue, 26th Floor
                                New York, NY 10018                     Treasurer (November 2015 --
                                                                       June 2016)
                                -----------------------------------------------------------------------
                                GLG LLC                                Vice President (January 2015 --
                                452 Fifth Avenue, 27th Floor           Present)
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Silvermine Capital Management          Vice President (January 2015 --
                                LLC                                    Present)
                                281 Tresser Boulevard,
                                Suite 1102
                                Stamford, CT 06901
                                -----------------------------------------------------------------------
                                Numeric Emerging Markets               Director (September 2014 --
                                Small Cap Core Offshore Fund           April 2015)
                                Ltd.
                                Nemours Chambers, P.O. Box
                                3170, Road Town, Tortola,
                                British Virgin Islands
                                -----------------------------------------------------------------------
                                Numeric Multi-Strategy Market          Director (2010 -- April 2015)
                                Neutral Levered Offshore Fund
                                Ltd.
                                Nemours Chambers, P.O. Box
                                3170, Road Town, Tortola,
                                British Virgin Islands
-------------------------------------------------------------------------------------------------------

C-50

-------------------------------------------------------------------------------------------------------
                                Numeric Absolute Return Fund           Director (2011 -- April 2015)
                                Ltd.
                                Nemours Chambers,
                                P.O. Box 3170,
                                Road Town, Tortola,
                                British Virgin Islands
                                -----------------------------------------------------------------------
                                Numeric Socially Aware Multi-          Director (2011 -- April 2015)
                                Strategy Fund Ltd.
                                Nemours Chambers,
                                P.O. Box 3170,
                                Road Town, Tortola,
                                British Virgin Islands
-------------------------------------------------------------------------------------------------------
Solomon Kuckelman, Secretary    Man Global Private Markets             Director (January 2017 --
                                (USA) Inc.                             Present)
                                128 South Tryon Street,
                                Suite 1950
                                Charlotte, NC 28202
                                -----------------------------------------------------------------------
                                GLG LLC                                Secretary (June 2015 -- Present)
                                452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Man Investments Inc.                   Secretary & Legal Officer
                                452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                FRM Investment Management              Secretary (December 2014 --
                                (USA) LLC                              Present)
                                452 Fifth Avenue, 26th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Silvermine Capital Management          Secretary (June 2015 -- Present)
                                LLC
                                281 Tresser Boulevard,
                                Suite 1102
                                Stamford, CT 06901
-------------------------------------------------------------------------------------------------------
Nadine Le Gall, Chief           Man Americas                           Head of Compliance
Compliance Officer              452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Man Global Private Markets             Chief Compliance Officer
                                (USA) Inc.                             (January 2017 -- Present)
                                128 South Tryon Street,
                                Suite 1950
                                Charlotte, NC 28202
                                -----------------------------------------------------------------------
                                FRM Investment Management              Chief Compliance Officer
                                (USA) LLC                              (February 2015 -- Present)
                                452 Fifth Avenue, 26th Floor
                                New York, NY 10018
-------------------------------------------------------------------------------------------------------

C-51

-------------------------------------------------------------------------------------------------------
                                GLG LLC                                Chief Compliance Officer
                                452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Man Investments Inc.                   Chief Compliance Officer
                                452 Fifth Avenue, 27th Floor
                                New York, NY 10018
                                -----------------------------------------------------------------------
                                Silvermine Capital Management          Chief Compliance Officer (May
                                LLC                                    2016 -- October 2016)
                                281 Tresser Boulevard,
                                Suite 1102
                                Stamford, CT 06901
-------------------------------------------------------------------------------------------------------
Shanta Puchtler,                Man Group plc                          Executive Committee Member
Chief Executive                 Riverbank House
Officer & President             2 Swan Lane
                                London EC4R 3AD
                                United Kingdom
-------------------------------------------------------------------------------------------------------
Sandy Rattray, Director         AHL Partners LLP                       Designated Member (January
(Numeric Holdings LLC)          Riverbank House                        2017 -- Present)
                                2 Swan Lane
                                London EC4R 3AD                        Member (April 2013 -- Present)
                                United Kingdom
                                -----------------------------------------------------------------------
                                Man Group plc                          Executive Committee Member
                                Riverbank House
                                2 Swan Lane
                                London EC4R 3AD
                                United Kingdom
-------------------------------------------------------------------------------------------------------

OFI STEELPATH, INC.
OFI SteelPath, Inc. ("OFI SteelPath") serves as an investment sub-adviser for the Cornerstone Advisors Income Opportunities Fund. The principal address of OFI SteelPath is 2100 McKinney Ave., Suite 1401, Dallas, Texas 75201. OFI SteelPath is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

The business address of each Other Company listed below is 225 Liberty Street, New York, NY 10281-1008, unless otherwise noted.

-----------------------------------------------------------------------------------------------
NAME AND POSITION WITH      NAME AND PRINCIPAL BUSINESS            CONNECTION WITH
 INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY               OTHER COMPANY
-----------------------------------------------------------------------------------------------
Kristie M. Feinberg       Oppenheimer Acquisition Corp.           Assistant Treasurer
Treasurer                 ---------------------------------------------------------------------
                          OppenheimerFunds, Inc.                  Treasurer
                          ---------------------------------------------------------------------
                          OFI Global Asset Management, Inc.       Senior Vice President &
                                                                  Treasurer
                          ---------------------------------------------------------------------
                          OppenheimerFunds Distributor, Inc.      Assistant Treasurer
                          ---------------------------------------------------------------------
                          OFI Global Institutional, Inc.          Treasurer
                          ---------------------------------------------------------------------
                          OFI International, Ltd.                 Director
                          ---------------------------------------------------------------------
                          HarbourView Asset Management            Treasurer
                          Corporation
-----------------------------------------------------------------------------------------------

C-52

-----------------------------------------------------------------------------------------------
                          OFI Global Trust Company                Director
                          ----------------------------------------------------------------------
                          Oppenheimer Real Asset                  Treasurer
                          Management, Inc.
                          ----------------------------------------------------------------------
                          OFI Private Investments, Inc.           Treasurer
                          ----------------------------------------------------------------------
                          Shareholder Services, Inc.              Treasurer
                          6803 S. Tucson Way, Centennial,
                          CO 80112
                          ----------------------------------------------------------------------
                          Trinity Investment Management           Treasurer
                          Corporation
                          301 North Spring Street, Bellefonte,
                          PA 16823
                          ----------------------------------------------------------------------
                          VTL Associates, LLC                     Treasurer
                          ----------------------------------------------------------------------
                          Index Management Solutions, LLC         Treasurer
                          ----------------------------------------------------------------------
                          Oppenheimer Acquisition Corp.           Vice President, Secretary &
                                                                  General Counsel
------------------------------------------------------------------------------------------------
Cynthia Lo Bessette       OppenheimerFunds, Inc.                  Chief Legal Officer
General Counsel           ----------------------------------------------------------------------
                          OFI Global Asset Management, Inc.       Executive Vice President,
                                                                  General Counsel & Secretary
                          ----------------------------------------------------------------------
                          OppenheimerFunds Distributor, Inc.      Chief Legal Officer
                          ----------------------------------------------------------------------
                          OFI Global Institutional, Inc.          Chief Legal Officer
                          ----------------------------------------------------------------------
                          OFI International, Ltd.                 Director & Chief Legal Officer
                          ----------------------------------------------------------------------
                          HarbourView Asset Management            Chief Legal Officer
                          Corporation
                          ----------------------------------------------------------------------
                          OFI Global Trust Company                Chief Legal Officer
                          ----------------------------------------------------------------------
                          Oppenheimer Real Asset                  Chief Legal Officer
                          Management, Inc.
                          ----------------------------------------------------------------------
                          OFI Private Investments, Inc.           Chief Legal Officer
                          ----------------------------------------------------------------------
                          Shareholder Services, Inc.              Chief Legal Officer
                          6803 S. Tucson Way, Centennial,
                          CO 80112
                          ----------------------------------------------------------------------
                          Trinity Investment Management           Chief Legal Officer
                          Corporation
                          301 North Spring Street, Bellefonte,
                          PA 16823
                          ----------------------------------------------------------------------
                          VTL Associates, LLC                     General Counsel
                          2005 Market Street, Suite 2020,
                          Philadelphia, PA 19103
                          ----------------------------------------------------------------------
                          Index Management Solutions, LLC         General Counsel
                          2005 Market Street, Suite 2020,
                          Philadelphia, PA 19103
                          ----------------------------------------------------------------------
                          Oppenheimer Acquisition Corp.           Management Director &
                                                                  Treasurer
-----------------------------------------------------------------------------------------------
David M. Pfeffer          OppenheimerFunds, Inc.                  Director & Chief Financial
Director and Chief                                                Officer
Financial Officer         ---------------------------------------------------------------------
                          OFI Global Asset Management, Inc.       Director, Executive Vice
                                                                  President and Chief Financial
                                                                  Officer
                          ----------------------------------------------------------------------
                          OppenheimerFunds Distributor, Inc.      Director & Chief Financial
                                                                  Officer
                          ----------------------------------------------------------------------
                          OFI Global Institutional, Inc.          Director & Chief Financial
                                                                  Officer
                          ----------------------------------------------------------------------
                          OFI International, Ltd.                 Chief Financial Officer
                          5 Cheapside, London EC2V 6AA,
                          Suite 602
-----------------------------------------------------------------------------------------------

C-53

-----------------------------------------------------------------------------------------------
                          HarbourView Asset Management            Director, President & Chief
                          Corporation                             Financial Officer
                          ----------------------------------------------------------------------
                          Oppenheimer Real Asset                  Director & Chief Financial
                          Management, Inc.                        Officer
                          ----------------------------------------------------------------------
                          OFI Private Investments, Inc.           Director & Chief Financial
                                                                  Officer
                          ----------------------------------------------------------------------
                          Shareholder Services, Inc.              Director & Chief Financial
                          6803 S. Tucson Way, Centennial,         Officer
                          CO 80112
                          ----------------------------------------------------------------------
                          Trinity Investment Management           Director & Chief Financial
                          Corporation                             Officer
                          301 North Spring Street, Bellefonte,
                          PA 16823
                          ----------------------------------------------------------------------
                          VTL Associates, LLC                     Chief Financial Officer
                          2005 Market Street, Suite 2020,
                          Philadelphia, PA 19103
                          ----------------------------------------------------------------------
                          Index Management Solutions, LLC         Chief Financial Officer
                          2005 Market Street, Suite 2020,
                          Philadelphia, PA 19103
                          ----------------------------------------------------------------------
                          Tremont Group Holdings, Inc.            Director
                          555 Theodore Fremd Avenue, Rye,
                          NY 10580
                          ----------------------------------------------------------------------
                          Oppenheimer Acquisition Corp.           Chief Executive Officer,
                                                                  President & Management
                                                                  Director
-----------------------------------------------------------------------------------------------
Arthur P. Steinmetz       OppenheimerFunds, Inc.                  Director & Chairman
President and Director    ---------------------------------------------------------------------
                          OFI Global Asset Management, Inc.       Chairman, Chief Executive
                                                                  Officer, President & Director
                          ----------------------------------------------------------------------
                          HarbourView Asset Management            Director
                          Corporation
                          ----------------------------------------------------------------------
                          Oppenheimer Real Asset                  Director & President
                          Management, Inc.
                          ----------------------------------------------------------------------
                          VTL Associates, LLC                     President
                          2005 Market Street, Suite 2020,
                          Philadelphia, PA 19103
                          ----------------------------------------------------------------------
                          Index Management Solutions, LLC         President
                          2005 Market Street, Suite 2020
                          Philadelphia, PA 19103
                          ----------------------------------------------------------------------
                          OppenheimerFunds, Inc.                  Chief Compliance Officer
-----------------------------------------------------------------------------------------------
Mary Ann Picciotto        OFI Global Asset Management, Inc.       Senior Vice President & Chief
Chief Compliance Officer                                          Compliance Officer
                          ----------------------------------------------------------------------
                          OFI Global Institutional, Inc.          Chief Compliance Officer
                          ----------------------------------------------------------------------
                          OFI International, Ltd.                 Chief Compliance Officer
                          5 Cheapside, London EC2V 6AA,
                          Suite 602
                          ----------------------------------------------------------------------
                          HarbourView Asset Management            Chief Compliance Officer
                          Corporation
                          ----------------------------------------------------------------------
                          OFI Global Trust Company                Chief Compliance Officer
                          ----------------------------------------------------------------------
                          Oppenheimer Real Asset                  Chief Compliance Officer
                          Management, Inc.
                          ----------------------------------------------------------------------
                          OFI Private Investments, Inc.           Chief Compliance Officer
-----------------------------------------------------------------------------------------------

C-54

-----------------------------------------------------------------------------------------------
                          Shareholder Services, Inc.              Chief Compliance Officer
                          6803 S. Tucson Way, Centennial,
                          CO 80112
                          ----------------------------------------------------------------------
                          Trinity Investment Management           Chief Compliance Officer
                          Corporation
                          301 North Spring Street, Bellefonte,
                          PA 16823
                          ----------------------------------------------------------------------
                          VTL Associates, LLC                     Chief Financial Officer
                          2005 Market Street, Suite 2020,
                          Philadelphia, PA 19103
                          ----------------------------------------------------------------------
                          Index Management Solutions, LLC         Chief Financial Officer
                          2005 Market Street, Suite 2020,
                          Philadelphia, PA 19103
------------------------------------------------------------------------------------------------
Janette Aprilante         OppenheimerFunds, Inc.                  Secretary
Secretary                 ----------------------------------------------------------------------
                          OFI Global Asset Management, Inc.       Vice President & Assistant
                                                                  Secretary
                          ----------------------------------------------------------------------
                          OppenheimerFunds Distributor, Inc.      Secretary
                          ----------------------------------------------------------------------
                          OFI Global Institutional, Inc.          Secretary
                          ----------------------------------------------------------------------
                          OFI International, Ltd.                 Secretary
                          5 Cheapside, London EC2V 6AA,
                          Suite 602
                          ----------------------------------------------------------------------
                          HarbourView Asset Management            Secretary
                          Corporation
                          ----------------------------------------------------------------------
                          OFI Global Trust Company                Assistant Secretary
                          ----------------------------------------------------------------------
                          Oppenheimer Real Asset                  Secretary
                          Management, Inc.
                          ----------------------------------------------------------------------
                          OFI Private Investments, Inc.           Secretary
                          ----------------------------------------------------------------------
                          Shareholder Services, Inc.              Secretary
                          6803 S. Tucson Way, Centennial,
                          CO 80112
                          ----------------------------------------------------------------------
                          Trinity Investment Management           Secretary
                          Corporation
                          301 North Spring Street, Bellefonte,
                          PA 16823
                          ----------------------------------------------------------------------
                          VTL Associates, LLC                     Secretary
                          2005 Market Street, Suite 2020,
                          Philadelphia, PA 19103
-----------------------------------------------------------------------------------------------

PARAMETRIC PORTFOLIO ASSOCIATES([R]) LLC
Parametric Portfolio Associates LLC ("Parametric") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The principal address of Parametric is 1918 Eighth Avenue, Suite 3100, Seattle, Washington 98101. Parametric is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

-----------------------------------------------------------------------------------
 NAME AND POSITION WITH      NAME AND PRINCIPAL BUSINESS         CONNECTION WITH
   INVESTMENT ADVISER         ADDRESS OF OTHER COMPANY            OTHER COMPANY
-----------------------------------------------------------------------------------
 Brian Langstraat,          Eaton Vance Corp.                    Board of Directors
 Chief Executive Officer    Two International Place
                            Boston, MA 02110
-----------------------------------------------------------------------------------
Ross Chapin                Envestnet, Inc.                       Director
Managing Director--        35 East Wacker Drive, Suite 2400
Corporate Development      Chicago, IL 60601
-----------------------------------------------------------------------------------

C-55

PHOCAS FINANCIAL CORPORATION
Phocas Financial Corporation ("Phocas") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The principal address of Phocas is 980 Atlantic Avenue, Suite 106, Alameda, California 94501-1001. Phocas is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of Phocas engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

PRIME ADVISORS, INC.
Prime Advisors, Inc. ("Prime") serves as an investment sub-adviser for the Cornerstone Advisors Core Plus Bond Fund. The principal address of Prime is 22635 NE Marketplace Drive, Redmond, Washington 98053. Prime is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of Prime engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

RICE HALL JAMES & ASSOCIATES, LLC
Rice Hall James & Associates, LLC ("Rice Hall James") serves as the investment adviser to the Rice Hall James Micro Cap Portfolio, Rice Hall James SMID Cap Portfolio and Rice Hall James Small Cap Portfolio. The principal address of Rice Hall James is 600 West Broadway, Suite 1000, San Diego, California 92101-3383. Rice Hall James is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of Rice Hall James engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

ROBERT W. BAIRD & CO. INCORPORATED
Robert W. Baird & Co. Incorporated ("Baird") serves as an investment sub-adviser for the Cornerstone Advisors Global Public Equity Fund. The principal address of Baird is 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Baird is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

---------------------------------------------------------------------------------------
NAME AND POSITION WITH         NAME AND PRINCIPAL BUSINESS           CONNECTION WITH
  INVESTMENT ADVISER             ADDRESS OF OTHER COMPANY             OTHER COMPANY
---------------------------------------------------------------------------------------
Paul E. Purcell           RiverFront Investment Holding Group, LLC    Director
Chairman, Director        1214 East Cary Street
                           Richmond, Virginia 23219
---------------------------------------------------------------------------------------
Mary Ellen Stanek         Journal Communications, Inc.                Director
Director                  333 West State Street
                          Milwaukee, Wisconsin 53203
                          -------------------------------------------------------------
                          Northwestern Mutual Life Insurance          Director
                          Company
                          720 E. Wisconsin Avenue
                          Milwaukee, Wisconsin 53202
---------------------------------------------------------------------------------------

C-56

---------------------------------------------------------------------------------------
                          Wisconsin Energy Corporation and            Director
                          Wisconsin Electric Power Company
                          231 West Michigan Street
                          P.O. Box 1331
                          Milwaukee, Wisconsin 53201
---------------------------------------------------------------------------------------
Terrance P. Maxwell       Investors Real Estate Trust                 Trustee
Chief Financial Officer   1400 31st Avenue SW
                          P.O. Box 1988
                          Minot, North Dakota 58702
                          -------------------------------------------------------------
                          Greenhouse Funds GP LLC and Greenhouse      Board of Managers
                          GP LLC
                          2711 Centerville Road
                          Wilmington, Delaware 19808
                          -------------------------------------------------------------
                          Art Commission                              Director
                          121 South Pinckney Street, Suite 220
                          Madison, Wisconsin 53703
---------------------------------------------------------------------------------------
Patrick S. Lawton         Waterstone Financial, Inc.                  Director
Director                  11200 West Plank Court
                          Wauwatosa, Wisconsin 53226
                          -------------------------------------------------------------
                          BMO Harris Bradley Center                   Director
                          1001 North 4th Street
                          Milwaukee, Wisconsin 53203
---------------------------------------------------------------------------------------
Michael J. Schroeder      RiverFront Investment Holding Group, LLC    Director
Director                  1214 East Cary Street
                          Richmond, Virginia 23219
                          -------------------------------------------------------------
                          Sanitas Brewing Company                     Director
                          1860 38th Street
                          Boulder, Colorado 80302
---------------------------------------------------------------------------------------
William Mahler            Greenhouse Funds GP LLC and Greenhouse      Board of Managers
Director                  GP LLC
                          2711 Centerville Road
                          Wilmington, Delaware 19808
---------------------------------------------------------------------------------------

SANDS CAPITAL MANAGEMENT, LLC
Sands Capital Management, LLC ("Sands Capital") serves as the investment adviser to the Sands Capital Global Growth Fund. The principal address of Sands Capital is 1000 Wilson Boulevard, Suite 3000, Arlington, Virginia 22209. Sands Capital is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

----------------------------------------------------------------------------------------------
 NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS        CONNECTION WITH
   INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY          OTHER COMPANY
----------------------------------------------------------------------------------------------
Frank M. Sands                Sands Capital Ventures, LLC     Investment Board Member
Chief Executive Officer       1000 Wilson Boulevard
                              Suite 3000
                              Arlington, VA 22209
----------------------------------------------------------------------------------------------
Michael Rubin                 Sands Capital Ventures, LLC     Managing Partner
Managing Director             1000 Wilson Boulevard
                              Suite 3000
                              Arlington, VA 22209
----------------------------------------------------------------------------------------------
Jonathan Goodman              Sands Capital Ventures, LLC     General Counsel and Chief
General Counsel and Officer   1000 Wilson Boulevard           Compliance Officer
                              Suite 3000
                              Arlington, VA 22209
----------------------------------------------------------------------------------------------

C-57

----------------------------------------------------------------------------------------------
Erin Soule                    Sands Capital Ventures, LLC    Director of Finance &
Partner                       1000 Wilson Boulevard          Operations, Treasurer
                              Suite 3000
                              Arlington, VA 22209
----------------------------------------------------------------------------------------------
Stephen Nimmo                 Sands Capital Ventures, LLC    Provides client relations service
Executive Managing Director   1000 Wilson Boulevard
                              Suite 3000
                              Arlington, VA 22209
----------------------------------------------------------------------------------------------
Andrew Giordano               Sands Capital Ventures, LLC    Provides client relations service
Director, Client Relations    1000 Wilson Boulevard
                              Suite 3000
                              Arlington, VA 22209
----------------------------------------------------------------------------------------------

SKY HARBOR CAPITAL MANAGEMENT, LLC
SKY Harbor Capital Management LLC ("SKY Harbor") serves as investment sub-adviser for the Registrant's Westwood Short Duration High Yield Fund and Westwood Opportunistic High Yield Fund. The principal address of SKY Harbor is 20 Horseneck Lane, Greenwich, Connecticut 06830. SKY Harbor is an investment adviser registered with the SEC under the Investment Advisers Act of 1940.

SKY Harbor's Board consists of two management directors who are the co-founders of the firm and two outside directors. For the fiscal years ended October 31, 2015 and 2016, none of the management directors, officers or employees of SKY Harbor is or has been engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee. The outside directors of SKY Harbor are engaged in other activities as set forth in the chart below.

--------------------------------------------------------------------------------
NAME AND POSITION WITH      NAME AND PRINCIPAL BUSINESS     CONNECTION WITH
  INVESTMENT ADVISER         ADDRESS OF OTHER COMPANY        OTHER COMPANY
--------------------------------------------------------------------------------
David J. Wermuth            Stone Point Capital, LLC      Senior Principal and
Director                    20 Horseneck Lane             General Counsel
                            Greenwich, CT 06830 USA
--------------------------------------------------------------------------------
Fayez S. Muhtadie           Stone Point Capital, LLC      Principal
Director                    20 Horseneck Lane
                            Greenwich, CT 06830 USA
--------------------------------------------------------------------------------

STRATEGIC INCOME MANAGEMENT, LLC
Strategic Income Management, LLC ("SiM") serves as an investment sub-adviser for the Cornerstone Advisors Income Opportunities Fund. The principal address of SiM is 1200 Westlake Avenue, N. Suite 713, Seattle, Washington 98109. SiM is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of SiM engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

THOMSON HORSTMANN & BRYANT, INC.
Thomson Horstmann & Bryant, Inc. ("THB") serves as the investment adviser for the Thomson Horstmann & Bryant MicroCap Fund. The principal address of THB is 501 Merritt 7, Norwalk, Connecticut 06851. THB is an investment adviser registered under the Investment Advisers Act of 1940.

C-58

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of Thomson Horstmann & Bryant, Inc. engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

THOMPSON, SIEGEL & WALMSLEY LLC
Thompson, Siegel & Walmsley LLC ("TSW") serves as the investment adviser to the TS&W Equity Portfolio. The principal address of TSW is 6641 W. Broad Street, Suite 600, Richmond, Virginia 23230. TSW is an investment adviser registered under the Investment Advisers Act of 1940.

During the fiscal years ended October 31, 2015 and 2016, no director, officer or partner of TSW engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

THORNBURG INVESTMENT MANAGEMENT, INC.
Thornburg Investment Management, Inc. ("Thornburg") serves as an investment sub-adviser to the Cornerstone Advisors Global Public Equity Fund. The principal address of Thornburg is 2300 North Ridgetop Road, Santa Fe, New Mexico, 87506. Thornburg is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

--------------------------------------------------------------------------------
NAME AND POSITION WITH       NAME AND PRINCIPAL BUSINESS         CONNECTION WITH
 INVESTMENT ADVISER           ADDRESS OF OTHER COMPANY            OTHER COMPANY
--------------------------------------------------------------------------------
Garrett Thornburg,       Thornburg Securities Corporation(1),     Chairman
Chairman                 2300 North Ridgetop Road, Santa Fe
                         NM 87506
                         -------------------------------------------------------
                         Thornburg Investment Trust, 2300         Chairman
                         North Ridgetop Road, Santa Fe NM
                         87506
--------------------------------------------------------------------------------

(1) In addition to Thornburg Securities Corporation, Garrett Thornburg maintains controlling beneficial interests in certain non-investment related entities and non-operating entities established for estate planning or investment purposes.

VILLANOVA INVESTMENT MANAGEMENT COMPANY LLC
Villanova Investment Management Company LLC ("VIMCO") serves as investment sub-adviser to the AlphaOne VIMCO Small Cap Value Fund. The principal address of VIMCO is 789 E Lancaster Avenue, Suite 120, Villanova, Pennsylvania 19085. VIMCO is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2016 and 2017.

--------------------------------------------------------------------------------
NAME AND POSITION WITH        NAME AND PRINCIPAL BUSINESS      CONNECTION WITH
 INVESTMENT ADVISER            ADDRESS OF OTHER COMPANY         OTHER COMPANY
--------------------------------------------------------------------------------
Rastislav Berlansky, CFA      Brandywine Global Investment    Managing Director,
Principal and Founder         Management, LLC                 Portfolio Manager,
                              2929 Arch Street                Research Analyst
                              Philadelphia, PA 19104          (through December
                                                              10, 2015)
--------------------------------------------------------------------------------
Edward A. Trumpbour           Holy Child School at            Trustee
Principal and Founder         Rosemont
                              1344 Montgomery Avenue
                              Rosemont, PA 19010
--------------------------------------------------------------------------------

WELLS FARGO PORTFOLIO RISK ADVISORS, A DIVISION OF STRUCTURED ASSET INVESTORS, LLC
Wells Fargo Portfolio Risk Advisors ("WFPRA"), a division of Structured Asset Investors, LLC serves as an investment sub-adviser for the Cornerstone Advisors Public Alternatives Fund. The principal address of WFPRA is 375 Park Avenue, 4th Floor, New York, New York 10152. WFPRA is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

--------------------------------------------------------------------------------
NAME AND POSITION WITH        NAME AND PRINCIPAL BUSINESS      CONNECTION WITH
 INVESTMENT ADVISER            ADDRESS OF OTHER COMPANY         OTHER COMPANY
--------------------------------------------------------------------------------
William Threadgill              2561 Enterprise LLC              Member
Chief Administrative Officer    4 Adams Place
                                Harrison, NY 10528
--------------------------------------------------------------------------------

WESTWOOD MANAGEMENT CORP.
Westwood Management Corp. ("Westwood") serves as the investment adviser for the Westwood Large Cap Value Fund, Westwood Low Volatility Equity Fund, Westwood SMidCap Plus Fund, Westwood SMidCap Fund, Westwood SmallCap Fund, Westwood MLP and Strategic Energy Fund, Westwood Income Opportunity Fund, Westwood Worldwide Income Opportunity Fund, Westwood Global Equity Fund, Westwood Emerging Markets Fund, Westwood Short Duration High Yield Fund, Westwood Opportunistic High Yield Fund, Westwood Market Neutral Income Fund, Westwood Strategic Convertibles Fund and Westwood Emerging Markets Plus Fund. The principal address of Westwood is 200 Crescent Court, Suite 1200, Dallas, Texas 75201. Westwood is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is for the fiscal years ended October 31, 2015 and 2016.

C-59

--------------------------------------------------------------------------------------------------------
  NAME AND POSITION WITH            NAME AND PRINCIPAL BUSINESS                 CONNECTION WITH
    INVESTMENT ADVISER               ADDRESS OF OTHER COMPANY                    OTHER COMPANY
--------------------------------------------------------------------------------------------------------
Brian Casey                      Westwood Holdings Group, Inc.*              President and Chief
President and Chief Executive    (NYSE: WHG)                                 Executive Officer and
Officer and Director             200 Crescent Court, Suite 1200              Director
                                 Dallas, TX 75201
                                 -----------------------------------------------------------------------
                                 Westwood Trust**                            Chief Executive Officer and
                                 200 Crescent Court, Suite 1200              Director
                                 Dallas, TX 75201
                                 -----------------------------------------------------------------------
                                 Westwood International Advisors Inc. (A)    Chief Executive Officer and
                                 181 Bay Street, Suite 2450                  Director
                                 Toronto, Ontario M5J 2S1
--------------------------------------------------------------------------------------------------------
Tiffany B. Kice                  Westwood Holdings Group, Inc.*              Chief Financial Officer
Chief Financial Officer          (NYSE: WHG)
                                 200 Crescent Court, Suite 1200
                                 Dallas, TX 75201
                                 -----------------------------------------------------------------------
                                 Westwood International Advisors Inc. (A)    Chief Financial Officer
                                 181 Bay Street, Suite 2450
                                 Toronto, Ontario M5J 2S1
                                 -----------------------------------------------------------------------
                                 Westwood Trust**                            Chief Financial Officer
                                 200 Crescent Court, Suite 1200
                                 Dallas, TX 75201
                                 -----------------------------------------------------------------------
                                 Westwood Advisors, LLC***                   Chief Financial Officer
                                 One Pacific Place
                                 1125 South 103rd Street, Ste. 580
                                 Omaha, NE 68124
--------------------------------------------------------------------------------------------------------
Mark R. Freeman, CFA             Westwood Holdings Group, Inc.*              Chief Investment Officer
Executive Vice President and     (NYSE: WHG)
Chief Investment Officer         200 Crescent Court, Suite 1200
                                 Dallas, TX 75201
--------------------------------------------------------------------------------------------------------
Sylvia L. Fry                    Westwood Holdings Group, Inc.*              Chief Compliance Officer
Chief Compliance Officer         (NYSE: WHG)
                                 200 Crescent Court, Suite 1200
                                 Dallas, TX 75201
                                 -----------------------------------------------------------------------
                                 Westwood Trust**                            Chief Compliance Officer
                                 200 Crescent Court, Suite 1200
                                 Dallas, TX 75201
--------------------------------------------------------------------------------------------------------

C-60

--------------------------------------------------------------------------------------------------------
  NAME AND POSITION WITH            NAME AND PRINCIPAL BUSINESS                 CONNECTION WITH
    INVESTMENT ADVISER               ADDRESS OF OTHER COMPANY                    OTHER COMPANY
--------------------------------------------------------------------------------------------------------
                                 Westwood Advisors, LLC***                   Chief Compliance Officer
                                 One Pacific Place
                                 1125 South 103rd Street, Ste. 580
                                 Omaha, NE 68124
--------------------------------------------------------------------------------------------------------
Julie K. Gerron                  Westwood Holdings Group, Inc.*              General Counsel
General Counsel                  (NYSE: WHG)
                                 200 Crescent Court, Suite 1200
                                 Dallas, TX 75201
                                 -----------------------------------------------------------------------
                                 Westwood International Advisors Inc. (A)    General Counsel and Chief
                                 181 Bay Street, Suite 2450                  Compliance Officer
                                 Toronto, Ontario M5J 2S1
--------------------------------------------------------------------------------------------------------

* Westwood Management Corp., Westwood Trust, Westwood Advisors, LLC, and Westwood International Advisors Inc. are wholly owned subsidiaries of Westwood Holdings Group, Inc., a publicly traded company on the NYSE (NYSE: WHG).

** Westwood Trust provides trust and custodial services and participation in common trust funds that it sponsors to institutions and high net worth individuals.

*** Westwood Advisors, LLC (formerly, McCarthy Group Advisors, LLC) is a SEC registered investment adviser located in Omaha, NE that manages investment limited liability companies.

(A) Westwood International Advisors Inc. is a Canadian Corporation located in Toronto, Ontario that is registered as a Portfolio Manager and Exempt Market Dealer with the Ontario Securities Commission ("OSC") and the Autorite des marches financiers ("AMF") in Quebec.

C-61

ITEM 32. PRINCIPAL UNDERWRITERS

(a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.

The Registrant's distributor, SEI Investments Distribution Co. (the "Distributor"), acts as distributor for:

SEI Daily Income Trust                                      July 15, 1982
SEI Tax Exempt Trust                                        December 3, 1982
SEI Institutional Managed Trust                             January 22, 1987
SEI Institutional International Trust                       August 30, 1988
The Advisors' Inner Circle Fund II                          January 28, 1993
Bishop Street Funds                                         January 27, 1995
SEI Asset Allocation Trust                                  April 1, 1996
SEI Institutional Investments Trust                         June 14, 1996
City National Rochdale Funds (f/k/a CNI Charter Funds)      April 1, 1999
Causeway Capital Management Trust                           September 20, 2001
ProShares Trust                                             November 14, 2005
Community Capital Trust (f/k/a Community Reinvestment
   Act Qualified Investment Fund)                           January 8, 2007
TD Asset Management USA Funds                               July 25, 2007
SEI Structured Credit Fund, LP                              July 31, 2007
Global X Funds                                              October 24, 2008
ProShares Trust II                                          November 17, 2008
Exchange Traded Concepts Trust (f/k/a FaithShares Trust)    August 7, 2009
Schwab Strategic Trust                                      October 12, 2009
RiverPark Funds Trust                                       September 8, 2010
Adviser Managed Trust                                       December 10, 2010
New Covenant Funds                                          March 23, 2012
Cambria ETF Trust                                           August 30, 2012
Highland Funds I (f/k/a Pyxis Funds I)                      September 25, 2012
KraneShares Trust                                           December 18, 2012
LocalShares Investment Trust                                May 6, 2013
SEI Insurance Products Trust                                September 10, 2013
The KP Funds                                                September 19, 2013
The Advisors' Inner Circle Fund III                         February 12, 2014
SEI Catholic Values Trust                                   March 24, 2015
SEI Hedge Fund SPC                                          June 26, 2015
SEI Energy Debt Fund                                        June 30, 2015
Winton Diversified Opportunities Fund                       September 1, 2015
Gallery Trust                                               January 8, 2016
RiverPark Floating Rate CMBS Fund
   (f/k/a RiverPark Commercial Real Estate Fund)            August 12, 2016
Schroder Series Trust                                       February 10, 2017
Schroder Global Series Trust                                February 10, 2017

The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services ("Funds Evaluation") and automated execution, clearing and settlement of securities transactions ("MarketLink").

C-62

(b) Furnish the Information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
---- ------------------- ---------------------
William M. Doran Director Trustee
Paul F. Klauder Director --
Wayne M. Withrow Director --
Kevin P. Barr Director, President & Chief Executive Officer --
Maxine J. Chou Chief Financial Officer, Chief Operations Officer,
& Treasurer --
Karen E. LaTourette Chief Compliance Officer, Anti-Money Laundering
Officer & Assistant Secretary --
John C. Munch General Counsel & Secretary --
Mark J. Held Senior Vice President --
John P. Coary Vice President & Assistant Secretary --
Lori L. White Vice President & Assistant Secretary --
Judith A. Hirx Vice President --
Jason McGhin Vice President --
Gary Michael Reese Vice President --
Robert M. Silvestri Vice President --

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS:

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1 (d), the required books and records are maintained at the offices of Registrant's custodians:

U.S. Bank, National Association 800 Nicollett Mall
Minneapolis, Minnesota 55402-4302

MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) 350 California Street
6th Floor
San Francisco, California 94104

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109-3661

(b) With respect to Rules 31a-1(a); 31a-1 (b)(1),(4); (2)(C) and (D); (4);
(5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of Registrant's administrator:

SEI Investments Global Funds Services One Freedom Valley Drive
Oaks, Pennsylvania 19456

(c) With respect to Rules 31a-1 (b)(5), (6), (9) and (10) and 31a-1 (f), the required books and records are maintained at the offices of the Registrant's investment advisers:

C-63

Acadian Asset Management LLC
260 Franklin Street
Boston, Massachusetts 02110

AJO, LP
230 South Broad Street, 20th Floor
Philadelphia, Pennsylvania 19102

Allianz Global Investors U.S. LLC
1633 Broadway
New York, New York 10019

AlphaOne Investment Services, LLC
789 E Lancaster Avenue, Suite 120
Villanova, Pennsylvania 19085

AT Investment Advisers, Inc.

One South Wacker Drive, Suite 3500 Chicago, Illinois 60606

BlackRock Financial Management, LLC 55 East 52nd Street
New York, New York 10055

Cambiar Investors, LLC
200 Columbine Street, Suite 800 Denver, Colorado 80206

ClariVest Asset Management LLC 3611 Valley Centre Drive, Suite 100 San Diego, California 92130

Cornerstone Advisors, Inc.
225 108th Avenue NE, Suite 400 Bellevue, Washington 98004-5782

Cramer Rosenthal McGlynn LLC
520 Madison Avenue, 20th Floor New York, New York 10022

C.S. McKee, L.P.
One Gateway Center
Pittsburgh, Pennsylvania 15222

Driehaus Capital Management LLC 25 East Erie Street
Chicago, Illinois 60611-2703

C-64

Edgewood Management LLC
535 Madison Avenue, 15th Floor New York, New York 10022

Fairpointe Capital LLC
One North Franklin Street, Suite 3300 Chicago, Illinois 60606-2401

Fayez Sarofim & Co.
2907 Two Houston Center
909 Fannin Street
Houston, Texas 77010

First Manhattan Co.
399 Park Avenue
New York, New York 10022-7001

Franklin Advisers, Inc.
One Franklin Parkway
San Mateo, California 94403

Hamlin Capital Management, LLC 640 Fifth Avenue, 6th Floor
New York, New York 10019

Harris Associates L.P.

111 S. Wacker Drive, Suite 4600
Chicago, Illinois 60606

Harvest Global Investments Limited

31/F One Exchange Square
8 Connaught Place, Central
Hong Kong

Haverford Financial Services, Inc. Three Radnor Corporate Center, Suite 450 Radnor, Pennsylvania 19087-4546

Investment Counselors of Maryland, LLC 300 East Lombard Street
Suite 810
Baltimore, Maryland 21202

Kayne Anderson Capital Advisors, L.P.

1800 Avenue of the Stars, Third Floor
Los Angeles, California 90067

Loomis, Sayles & Company, L.P.

One Financial Center
Boston, Massachusetts 02111-2621

LSV Asset Management
155 North Wacker Drive, Suite 4600, Chicago, Illinois 60606

C-65

Marsico Capital Management, LLC 1200 17th Street, Suite 1600
Denver, Colorado 80202-5824

Metropolitan West Asset Management LLC 865 S. Figueroa Street, Suite 1800 Los Angeles, California 90017

Numeric Investors LLC
470 Atlantic Avenue, 6th Floor Boston, Massachusetts 02210

OFI SteelPath, Inc.
2100 McKinney Ave., Suite 1401 Dallas, Texas 75201

Parametric Portfolio Associates(R) LLC 1918 Eighth Avenue, Suite 3100 Seattle, Washington 98101

Phocas Financial Corporation
980 Atlantic Avenue, Suite 106 Alameda, California 94501-1001

Prime Advisors, Inc.
22635 NE Marketplace Drive
Redmond, Washington 98053

Rice Hall James & Associates, LLC 600 West Broadway, Suite 1000
San Diego, California 92101-3383

Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Sands Capital Management, LLC
1000 Wilson Boulevard, Suite 3000 Arlington, Virginia 22209

SKY Harbor Capital Management, LLC 20 Horseneck Lane
Greenwich, Connecticut 06830

Strategic Income Management, LLC 1200 Westlake Ave N, Suite 713 Seattle, Washington 98109

Thomson Horstmann & Bryant, Inc. 501 Merritt 7
Norwalk, Connecticut 06851

C-66

Thompson, Siegel & Walmsley LLC 6641 W. Broad Street, Suite 600 Richmond, Virginia 23230

Thornburg Investment Management, Inc. 2300 North Ridgetop Road
Santa Fe, New Mexico 87506

Villanova Investment Management Company LLC 789 E Lancaster Avenue, Suite 120 Villanova, Pennsylvania 19085

Wells Fargo Portfolio Risk Advisors, a Division of Structured Asset Investors, LLC 375 Park Avenue
4th Floor
New York, New York 10152

Westwood Management Corp.

200 Crescent Court, Suite 1200
Dallas, Texas 75201

ITEM 34. MANAGEMENT SERVICES: None.

ITEM 35. UNDERTAKINGS: None.

C-67

NOTICE

A copy of the Agreement and Declaration of Trust for The Advisors' Inner Circle Fund (the "Trust") is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this registration statement has been executed on behalf of the Trust by an officer of the Trust as an officer and by its trustees as trustees and not individually and the obligations of or arising out of this registration statement are not binding upon any of the trustees, officers, or shareholders individually but are binding only upon the assets and property of the Trust.

C-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 289 to Registration Statement No. 033-42484 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 21st day of December, 2017.

THE ADVISORS' INNER CIRCLE FUND

By: *
Michael Beattie, President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.

           *                       Trustee                     December 21, 2017
------------------------------
John K. Darr

           *                       Trustee                     December 21, 2017
------------------------------
William M. Doran

           *                       Trustee                     December 21, 2017
------------------------------
Joseph T. Grause, Jr.

           *                       Trustee                     December 21, 2017
------------------------------
Mitchell A. Johnson

           *                       Trustee                     December 21, 2017
------------------------------
Betty L. Krikorian

           *                       Trustee                     December 21, 2017
------------------------------
Robert A. Nesher

           *                       Trustee                     December 21, 2017
------------------------------
Bruce Speca

           *                       Trustee                     December 21, 2017
------------------------------
George J. Sullivan, Jr.

           *                       President                   December 21, 2017
------------------------------
Michael Beattie

           *                       Treasurer, Controller &     December 21, 2017
------------------------------     Chief Financial Officer
Stephen Connors


*By: /s/ Dianne M. Descoteaux
     ------------------------------
      Dianne M. Descoteaux
      Attorney-in-Fact

C-69

EXHIBIT INDEX

(d)(1)(xx) Amended Schedule A, dated December 19, 2017, to the Investment Advisory Agreement, dated March 24, 2011, between the Registrant and AlphaOne Investment Services, LLC

(g)(2)(ii) Amended Appendix B, dated November 21, 2017, to the Custodian Agreement, dated June 26, 2001, between the Registrant and MUFG Union Bank, N.A. (formerly, Union Bank of California, N.A.)

(i) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP

(m)(1)(ii) Schedule A, as last amended November 14, 2017, to the Distribution Plan, dated August 8, 1994, as amended August 14, 2000

(n)(8) Amended and Restated Schedule F and Certificates of Class Designation to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the AlphaOne Funds

(p)(9) Rice Hall James & Associates, LLC Revised Code of Ethics, dated June 2017

(p)(12) Edgewood Management LLC Revised Code of Ethics, dated October 1, 2017

(p)(15) Loomis, Sayles & Company L.P. Revised Code of Ethics, dated August 9, 2017

(p)(19) SEI Investments Distribution Co. Code of Ethics, dated September 30, 2017

(p)(24) Marsico Capital Management, LLC Revised Code of Ethics, dated August 10, 2017

(p)(37) SEI Investments Global Funds Services Code of Ethics, dated February 2017

(p)(46) Villanova Investment Management Company LLC Code of Ethics

C-70

AMENDED SCHEDULE A
DATED DECEMBER 19, 2017
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED MARCH 24, 2011 BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
ALPHAONE INVESTMENT SERVICES, LLC

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 each Fund in accordance the following fee schedule:

Fund                                                                       Rate
AlphaOne Small Cap Opportunities Fund ..................................   1.00%
AlphaOne NextGen Technology Fund .......................................   0.90%
AlphaOne VIMCO Small Cap Value Fund ....................................   0.90%

Acknowledged and Accepted by:

THE ADVISORS' INNER CIRCLE FUND

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

ALPHAONE INVESTMENT SERVICES, LLC

By: /s/ Donald I. O'Hara
    --------------------
Name: Donald I. O'Hara
Title: COO/CCO

A-1

SUB-ADVISORY AGREEMENT

SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 20 day of December, 2017 by and between AlphaOne Investment Services, LLC, a Delaware limited liability company with its principal place of business at 789 E. Lancaster Avenue, Suite 120, Villanova, PA 19085 (the "Adviser"), and Villanova Investment Management Company LLC, a Delaware limited liability company with its principal place of business at 789 E. Lancaster Avenue, Suite 120, Villanova, PA 19085 (the "Sub-Adviser").

W I T N E S S E T H

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND (the "Trust") on behalf of the series set forth on Schedule A to this Agreement (the "Fund") and pursuant to the provisions of the Investment Advisory Agreement dated as of March 24, 2011 between the Adviser and the Fund (the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

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

1. THE SUB-ADVISER'S SERVICES.

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

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

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

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

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

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

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

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

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

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

performance of their obligations, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.

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

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

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

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

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

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

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

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

4. BROKERAGE.

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

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

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

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

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

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

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

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

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

(c) FUND DISCLOSURE DOCUMENTS. The Sub-Adviser has reviewed and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively the "Disclosure Documents") and represents and warrants that such Disclosure Documents contain or will contain no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) USE OF THE NAMES "ALPHAONE" AND "VIMCO" The Sub-Adviser has the right to use the names "AlphaOne" and "VIMCO" in connection with its services to the Trust. The Sub-Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Sub-Adviser or the Trust to use the name "AlphaOne" or "VIMCO."

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

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

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

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

8. THE NAMES " ALPHAONE" AND "VIMCO". The Adviser has granted to the Trust a license to use the name "AlphaOne" and the Sub-Adviser has granted to the Trust and to the Adviser a license to use the name "VIMCO" (together the "Names"), as a part of the name of the Fund. The foregoing authorization by the Adviser and Sub-adviser to the Trust to use the Names as part of the name of the Fund is not exclusive of the right of the Adviser and Sub-adviser themselves to use, or to authorize others to use, the Names. The Sub-Adviser acknowledges and agrees that the Adviser has the right to use the name "VIMCO" as it pertains to the Fund. Without limiting the generality of the foregoing, upon the termination of this agreement, the Adviser agrees not to transact any business thereafter using the name "VIMCO" without a prior written approval by the Sub-Adviser, and Sub-Adviser agrees not to transact any further business thereafter using the name "AlphaOne" without a prior written approval by the Adviser.

9. SUB-ADVISER'S COMPENSATION. The Adviser shall pay to the Sub-Adviser, as compensation for the Sub-Adviser's services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof Such fee shall be computed daily and paid not less than monthly in arrears by the Adviser. A Fund shall have no responsibility for any fee payable to the Sub-Adviser.

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

10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed to be an agent of the Fund, the Trust

or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

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

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

12. DURATION AND TERMINATION.

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

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

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

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

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

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

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

13. CERTAIN DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT:

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

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

14. LIABILITY OF THE SUB-ADVISER.

(a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents relating to the Sub-Adviser and its affiliates, the Fund's investment strategies and related risks and any other information supplied by the Sub-Adviser for inclusion therein.

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

(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of
Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act,

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

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

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

17. CHANGE IN THE 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 within a reasonable time prior to such change being effected.

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

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

20. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

ALPHAONE INVESTMENT SERVICES, LLC

By: /s/ Donald I. O'Hara
    --------------------
Name: Donald I. O'Hara
Title: COO/CCO

VILLANOVA INVESTMENT MANAGEMENT COMPANY LLC

By: /s/ Rastislav Berlansky
    -----------------------
Name: Rastislav Berlansky
Title: Principal & Founder

SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED DECEMBER 20, 2017 BETWEEN
ALPHAONE INVESTMENT SERVICES, LLC
AND
VILLANOVA INVESTMENT MANAGEMENT COMPANY LLC

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

FUND RATE
AlphaOne VIMCO Small Cap Value Fund 0.675%

SCHEDULE A

AMENDED AS OF DECEMBER 19, 2017
TO THE
EXPENSE LIMITATION AGREEMENT
DATED MARCH 28, 2011 BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
ALPHAONE INVESTMENT SERVICES, LLC

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Funds of the Trust:

                                          MAXIMUM ANNUAL
                                            OPERATING             INITIAL TERM
NAME OF FUND                              EXPENSE LIMIT             END DATE

AlphaOne Small Cap Opportunities Fund
     Investor Class Shares                     1.50%           February 28, 2019
     Institutional Class Shares                1.50%           February 28, 2019

AlphaOne NextGen Technology Fund
     Investor Class Shares                     1.40%           February 28, 2021
     Institutional Class Shares                1.40%           February 28, 2021

AlphaOne VIMCO Small Cap Value Fund
     Investor Class Shares                     1.40%           February 28, 2021
     Institutional Class Shares                1.40%           February 28, 2021

Acknowledged and Accepted by:

THE ADVISORS' INNER CIRCLE FUND

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

ALPHAONE INVESTMENT SERVICES, LLC

By: /s/ Donald I. O'Hara
    --------------------
Name: Donald I. O'Hara
Title: COO/CCO

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

NOVEMBER 21, 2017

NAMES OF FUNDS

Acadian Emerging Markets Portfolio

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

AlphaOne Small Cap Opportunities
AlphaOne Vimco Small Cap Value Fund
AlphaOne NextGen Technology Fund

Cambiar Opportunity Fund
Cambiar International Equity Fund
Cambiar Small Cap Fund
Cambiar Global Ultra Focus Fund
Cambiar SMID Fund
Cambiar Global Equity Fund
Cambiar International Small Cap Fund

Hamlin High Dividend Equity Fund

ICM Small Company Portfolio

Loomis Sayles Full Discretion Institutional Securitized Fund

McKee International Equity Portfolio

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

NAMES OF FUNDS CONTINUED

Sarofim Equity Fund

Thomson Horstmann & Bryant Microcap Fund

TS&W Equity Portfolio

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

/s/ Dianne Descoteaux                              /s/ Brian Swanson
---------------------                              ---------------------
Authorized Signature                               Authorized Signature

Dianne Descoteaux                                  Brian Swanson
VP & Secretary                                     Vice President
---------------------                              ---------------------
Name & Title                                       Name & Title

11/21/17                                           December 20, 2017
---------------------                              ---------------------
Date                                               Date

MORGAN LEWIS

December 21, 2017

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

Re: Opinion of Counsel regarding Post-Effective Amendment No. 289 to the Registration Statement filed on Form N-1A under the Securities Act of 1933

(File No. 033-42484)

Ladies and Gentlemen:

We have acted as counsel to The Advisors' Inner Circle Fund (the "Trust"), a Massachusetts voluntary association (commonly known as a business trust), in connection with the above-referenced registration statement (as amended, the "Registration Statement"), which relates to the Trust's units of beneficial interest, with no par value per share (collectively, the "Shares") of the following portfolios of the Trust: AlphaOne NextGen Technology Fund and AlphaOne VIMCO Small Cap Value Fund (the "Funds"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 289 to the Registration Statement (the "Amendment") to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

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

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

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

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

MORGAN, LEWIS & BOCKIUS LLP

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

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

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

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

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP
-------------------------------

THE ADVISORS' INNER CIRCLE FUND

SCHEDULE A
DATED AUGUST 8, 1994,
AS LAST AMENDED NOVEMBER 14, 2017
TO THE DISTRIBUTION PLAN DATED AUGUST 8, 1994,
AMENDED AUGUST 14, 2000

Subject to any limitations imposed by Rule 2830 of the NASD's Conduct Rules, the Distributor shall receive Rule 12b-1 fees, which shall be paid on a monthly basis. These fees will be calculated based on the annual rate set forth below, as applied to the average daily net assets of the respective Portfolios.

PORTFOLIO                                     CLASS OF SHARES            FEE
--------------------------------------------------------------------------------
AlphaOne Small Cap Opportunities Fund         Investor Class Shares      0.25%
AlphaOne NextGen Technology Fund              Investor Class Shares      0.25%
AlphaOne VIMCO Small Cap Value Fund           Investor Class Shares      0.25%
AT Disciplined Equity Fund                    Investor Class Shares      0.25%
AT Income Opportunities Fund                  Investor Class Shares      0.25%
AT Mid Cap Equity Fund                        Investor Class Shares      0.25%
AT All Cap Growth Fund                        Investor Class Shares      0.25%
AT Equity Income Fund                         Investor Class Shares      0.25%
Edgewood Growth Fund                           Retail Class Shares       0.25%
Hamlin High Dividend Equity Fund              Investor Class Shares      0.25%
Harvest Funds China All Assets                   Class A Shares          0.25%
Harvest Funds Intermediate Bond                  Class A Shares          0.25%
LSV Value Equity Fund                         Investor Class Shares      0.25%
LSV Conservative Value Equity Fund            Investor Class Shares      0.25%
LSV Small Cap Value Fund                      Investor Class Shares      0.25%
LSV U.S. Managed Volatility Fund              Investor Class Shares      0.25%
LSV Global Managed Volatility Fund            Investor Class Shares      0.25%
LSV Global Value Fund                         Investor Class Shares      0.25%
Thomson Horstmann & Bryant MicroCap Fund      Investor Class Shares      0.25%
Westwood LargeCap Value Fund                     A Class Shares          0.25%
Westwood Income Opportunity Fund                 A Class Shares          0.25%
Westwood Short Duration High Yield Fund          A Class Shares          0.25%
Westwood Global Equity Fund                      A Class Shares          0.25%
Westwood Emerging Markets Fund                   A Class Shares          0.25%
Westwood Emerging Markets Plus Fund              A Class Shares          0.25%

AMENDED AND RESTATED
SCHEDULE F
DATED NOVEMBER 14, 2017
TO
THE ADVISORS' INNER CIRCLE FUND
AMENDED AND RESTATED RULE 18F-3
MULTIPLE CLASS PLAN
DATED FEBRUARY 21, 2007

ALPHAONE FUNDS

(EACH A FUND TO WHICH ALPHAONE INVESTMENT SERVICES, LLC SERVES AS INVESTMENT

                                    ADVISER)

--------------------------------------------------------------------------------
                                             INVESTOR          INSTITUTIONAL
FUND                                       CLASS SHARES        CLASS SHARES
--------------------------------------------------------------------------------
AlphaOne Small Cap Opportunities Fund           X                    X
--------------------------------------------------------------------------------
AlphaOne NextGen Technology Fund                X                    X
--------------------------------------------------------------------------------
AlphaOne VIMCO Small Cap Value Fund             X                    X
--------------------------------------------------------------------------------

EXHIBIT F.1

ALPHAONE FUNDS
CERTIFICATE OF CLASS DESIGNATION

INVESTOR CLASS SHARES

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Investor Class Shares are sold without a load or sales charge, but are subject to a Rule 12b-1 fee.

The Trust, on behalf of the Funds, will make monthly payments to the Distributor under the Rule 12b-1 Distribution Plan approved by the Board of Trustees at an annual rate of up to 0.25% of each Fund's average daily net assets attributable to Investor Class Shares. The Distributor will use the Rule 12b-1 fees for expenses associated with the promotion and sale of the Funds' Investor Class Shares including, without limitation, travel and communication expenses and expenses for the compensation of and benefits for sales personnel.

2. ELIGIBILITY OF PURCHASERS

Investor Class Shares are available to individual and institutional investors and may require a minimum initial investment, as described in the Funds' prospectus(es).

3. VOTING RIGHTS

Each shareholder of Investor Class Shares will have one vote for each full Investor Class Share held and a fractional vote for each fractional Investor Class Share held. Shareholders of Investor Class Shares will have:
(i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to Investor Class Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to Investor Class Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of Investor Class Shares differ from the interests of holders of any other Class; and (iii) in all other respects the same rights and obligations as any other Class.

4. EXCHANGE RIGHTS

Shareholders may exchange Investor Class Shares of a Fund for Investor Class Shares of another Fund, if and to the extent an exchange right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the exchange meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds' prospectus(es).

5. CONVERSION RIGHTS

a. Conversion at the Option of a Shareholder

Shareholders of Investor Class Shares of a Fund may convert such Investor Class Shares into another Class of shares of the same Fund (an "Intra-Fund Conversion"), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the applicable Fund's prospectus(es).

b. Conversion at the Option of a Fund

In the event that a shareholder no longer meets the eligibility requirements for investment in Investor Class Shares, a Fund may, in its discretion, elect to convert such shareholder's Investor Class Shares into a Class of shares for which such shareholder does meet the eligibility requirements. If such investor meets the eligibility requirements for more than one other Class, then such shareholder's Investor Class Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

6. LIMITATION ON CONVERSION AND EXCHANGE RIGHTS

Notwithstanding any other provision of this Certificate of Class Designation, conversion and exchange rights may not be available with respect to shares purchased through a financial intermediary who (i) has made arrangements with the Trust or the principal underwriter for the Funds to make available for investment only certain Funds or certain Classes of shares of the Funds, or (ii) has made arrangements with a shareholder to purchase a specific Class or Classes of shares on behalf of such shareholder.

EXHIBIT F.2

ALPHAONE FUNDS
CERTIFICATE OF CLASS DESIGNATION

INSTITUTIONAL CLASS SHARES

1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES

Institutional Class Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee or a shareholder service fee.

2. ELIGIBILITY OF PURCHASERS

Institutional Class Shares are available to individual and institutional investors and may require a minimum initial investment, as described in the Funds' prospectus(es).

3. VOTING RIGHTS

Each shareholder of Institutional Class Shares will have one vote for each full Institutional Class Share held and a fractional vote for each fractional Institutional Class Share held. Shareholders of Institutional Class Shares will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to Institutional Class Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to Institutional Class Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of Institutional Class Shares differ from the interests of holders of any other Class; and (iii) in all other respects the same rights and obligations as any other Class.

4. EXCHANGE RIGHTS

Shareholders may exchange Institutional Class Shares of a Fund for Institutional Class Shares of another Fund, if and to the extent an exchange right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the exchange meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds' prospectus(es).

5. CONVERSION RIGHTS

a. Conversion at the Option of a Shareholder

Shareholders of Institutional Class Shares of a Fund may convert such Institutional Class Shares into another Class of shares of the same Fund (an "Intra-Fund Conversion"), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the applicable Fund's prospectus(es).

b. Conversion at the Option of a Fund

In the event that a shareholder no longer meets the eligibility requirements for investment in Institutional Class Shares, a Fund may, in its discretion, elect to convert such shareholder's Institutional Class Shares into a Class of shares for which such shareholder does meet the eligibility requirements. If such investor meets the eligibility requirements for more than one other Class, then such shareholder's Institutional Class Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

6. LIMITATION ON CONVERSION AND EXCHANGE RIGHTS

CODE OF ETHICS

Amended: June 2017

IN GENERAL

The Code of Ethics is predicated on the principle that RHJ owes a fiduciary duty to its clients, which includes RHJ Funds and the mutual funds that are advised/sub-advised by RHJ (herein referred to as "RHJ Clients"). Accordingly, RHJ's employees must avoid activities, interests, and relationships that are or appear to be contrary to the best interests of any RHJ Clients.

At all times, RHJ employees must:

o PLACE RHJ CLIENT INTERESTS AHEAD OF RHJ'S: As a fiduciary, RHJ must provide services that are in the best interest of RHJ Clients. RHJ employees may not benefit at a RHJ Client's expense, such as when making personal investments in securities traded by advisory clients.

o ENGAGE IN PERSONAL INVESTING IN COMPLIANCE WITH RHJ'S CODE OF ETHICS:
Employees must review and abide by RHJ's Personal Securities Transaction and Insider Trading Policies.

o AVOID TAKING ADVANTAGE OF HIS/HER POSITION: Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with RHJ, or on behalf of an RHJClient.

o MAINTAIN FULL COMPLIANCE WITH THE FEDERAL SECURITIES LAWS(1): Employees must abide by the standards set forth in Rule 204A-1 under the Advisers Act and Rule 17j-1 of the Investment Company Act of 1940.

Any questions with respect to RHJ's Code of Ethics should be directed to Janine Marquez, RHJ's Chief Compliance Officer (CCO), and/or Thao Buuhoan, RHJ's Chief Operating Officer (COO) and President. As discussed in greater detail below, Employees must promptly report any Code of Ethics violations to the CCO. All reported Code of Ethics violations shall remain anonymous.

GUIDING PRINCIPLES & STANDARDS OF CONDUCT

All Employees of RHJ will act ethically -- with competence, dignity, and integrity -- when dealing with RHJ Clients, the public, prospects, third-party service providers, and fellow Employees. The following principles frame the professional and ethical conduct RHJ expects from its employees:

o Act ethically -- with integrity, competence, diligence and respect -- when working and communicating with the public, clients, prospective clients, Employees and colleagues in the investment profession;

o Place the interests of RHJ Clients and RHJ above one's personal interests;

o Do not take inappropriate advantage of one's position;

o Avoid actual or potential conflict of interest;

o Conduct personal securities transactions in accordance with the policies herein;

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

o Perform and encourage others to perform in a professional and ethical manner that will reflect favorably on one's self and the profession;

o Maintain and improve professional competence, and strive to maintain and improve the competence of other investment professionals; and

o Comply with applicable provisions of the federal securities laws.

(1) "Federal securities laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

UNLAWFUL ACTIONS

It is unlawful for an Employee to:

o Employ any device, scheme or artifice with the intent to defraud a RHJ Client;

o Make any untrue statement of a material fact to a RHJClient;

o Refrain from stating a material fact to a RHJ Client which, in light of the circumstances under which the statement is made, is misleading or in bad faith;

o Engage in an act, practice or course of business that operates or would operate as fraud or deceit, related to a RHJ Client; or

o Engage in any manipulative practice with respect to a RHJ Client.

1. PERSONAL SECURITY TRANSACTION POLICY

Employees may not purchase or sell a security in which the Employee has or may acquire beneficial ownership (as defined further below), unless the transaction occurs in an exempted security or the Employee has fully complied with the below requirements.

ACCESS PERSON DEFINED

An "access person" is a supervised person who has access to nonpublic information regarding a RHJ Clients' purchase or sale of securities, and who is involved in making securities recommendations to RHJ Clients or has access to such recommendations that are nonpublic. All RHJ Employees are considered Access Persons.

SECURITY DEFINED

The term "security" includes, but is not limited to a: note; common stock; preferred stock; treasury stock; security future; closed-end mutual fund; exchange traded fund (ETF); corporate bond; municipal 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; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security (including a certificate of deposit), any group or index of securities (including any interest therein or based on the value thereof) or, in general, any interest or instrument commonly known as a "security"; or any certificate of interest or participation in temporary or interim certificate for, receipt for, guaranty of, warrant or right to subscribe to or purchase any of the foregoing.

EXEMPTED SECURITIES DEFINED

The term "exempted security" includes: direct obligations of the Government of the United States; bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; shares issued by money market funds; shares issued by open-end funds (excluding ETFs), other than reportable funds(2); and commodities, futures and options traded on a commodities exchange, including currency futures that are not securities.

PRE-CLEARANCE PROCEDURES

RHJ Employees must obtain written clearance for all personal securities transactions before placing each transaction, with the exception of the following:

o A purchase or sale of an Exchange Traded Fund (ETFs);

o A purchase or sale of a closed-end mutual fund;

(2) A "reportable fund" is (a) any fund for which RHJ serves as the investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940 (i.e., in most cases RHJ would need to be approved by the fund's board of directors before the employee can serve); or (b) any fund whose investment adviser or principal underwriter controls RHJ, is controlled by RHJ, or is under common control with RHJ. Transactions in RHJ managed funds must be disclosed, but not pre-cleared.

o A purchase or sale of 50 bonds or less per day of any corporate bond or municipal bond (excluding new offerings);

o A purchase or sale of an exempted security; or

o Shares issued by unit investment trusts invested exclusively in one or more open-end funds.

RHJ reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct. Generally, Employees shall complete RHJ's Pre-Clearance Form on Schwab Compliance Technologies' Personal Trading Platform. All pre-clearance requests must be submitted to RHJ's CCO or designee. Currently, Tom McDowell, Reed Wirick, or Gary Rice may also approve personal securities transactions. Once pre-clearance is granted to an Employee, such Employee may only transact in that security for the remainder of the day. If the Employee wishes to transact in that security on the following or any other day, he/she must again obtain pre-clearance. Unless otherwise noted, no pre-clearance is required for the exempted transactions discussed below.

BLACK OUT PERIODS

No employee shall buy or sell a security traded in any RHJ Client portfolio within seven (7) calendar days before or after a trade. The CCO will review executed RHJ Client trades upon a pre-clearance request to ensure no trades have taken place within the respective 7 days and will inquire with the respective portfolio managers to determine if any RHJ Client trades may be placed within the 7 days following the proposed trade.

HOLDING PERIOD

All employees who hold securities, including options and futures, and shares of one or more RHJ Funds are required to hold such securities for a minimum of 30 days to avoid short-termtrading practices.

REPORTABLE SECURITIES

Reportable securities include all securities other than exempted securities. Any fund in which RHJ serves as the investment adviser or sub-adviser must be reported. RHJ requires Employees to provide periodic reports (see Reporting section below) regarding transactions and holdings in ANY SECURITY, except exempted securities.

BENEFICIAL OWNERSHIP

Employees have beneficial ownership of securities if direct or indirect pecuniary interest in the securities is held or shared. Employees have a pecuniary interest in securities if such Employees have the ability to directly or indirectly profit from a securities transaction. The following are examples of indirect pecuniary interests in securities:

o Securities held by members of Employee's immediate family sharing the same household (immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, to include adoptive relationships.)

o Securities held by members of Employee's immediate family not sharing the same household but for whom the Employee is providing full financial support (i.e., children living at college etc.)

o Employee's interests as a general partner in securities held by a general or limited partnership.

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

o If Employee holds an equity interest in an entity, Employee does not have an indirect pecuniary interest in the securities the entity holds, unless Employee has or shares investment control over the entity's securities.

Employee beneficially owns securities held in a trust when:

o Employee or a member of Employee's immediate family is a trustee who owns securities and has a vested interest in the principal or income of the trust;

o Employee owns a vested beneficial interest in a trust; or

o Employee is a settlor/grantor of a trust, unless the consent of all respective beneficiaries is required in order for the Employee to revoke the trust.

EXEMPT TRANSACTIONS

The following transactions are considered exempt transactions (not to be confused with exempt securities) and therefore do not require reporting under the Personal Security Transaction Policy:

o Any security transaction in an account over which the Employee does not have any direct or indirect influence or control; or

o Purchases that are part of an automatic investment plan.(3)

From time to time, the CCO may exempt certain transactions on a fully documented trade-by-trade basis, provided it is consistent with Rule 204-A of the Investment Advisers Act and Rule 17j-1 of the Investment Company Act.

INVESTMENTS IN LIMITED OFFERINGS AND INITIAL PUBLIC OFFERINGS ("IPOS")(4)

No Employee shall directly or indirectly acquire beneficial ownership in any limited offering or IPO without first obtaining the CCO's approval in order to preclude the possibility of improperly profiting from a RHJ Client's position. The CCO shall: obtain proposed transaction details from the Employee (including written certification that the investment opportunity did not arise by virtue of the Employee's activities on behalf of a RHJ Client); and conclude, after consultation with a Portfolio Manager (who has no personal interest in the issuer of the limited offering or IPO), that no RHJ Clients have a foreseeable interest in purchasing such security. A record of the CCO's approval and the reasons supporting the approval shall be kept as delineated in the below section titled Records. The Employee shall refer to Schwab Compliance Technologies to complete the Limited Offering and IPO Request and Reporting Form.

RESTRICTIONS ON NEW ISSUES OF EQUITY SECURITIES ("NEW ISSUES")(5)

No Employee shall directly or indirectly acquire beneficial ownership of a New Issue (including new issues of municipal bonds) without first obtaining the CCO's approval in order to preclude the possibility of improperly profiting from a RHJ Client's position. The CCO shall: obtain proposed transaction details from the Employee (including written certification that the investment opportunity did not arise by virtue of the Employee's activities on behalf of a RHJ Client); and conclude, after consultation with a Portfolio Manager (who has no personal interest in the issuer of the New Issue), that no RHJ Clients have foreseeable interest in purchasing such security. A record of the CCO's approval and the reasons supporting the approval shall be kept as delineated in the below section titled Recordkeeping.

FINRA Rule 5130 prohibits the sale of New Issues to any account in which a "restricted person" has a beneficial interest, except under certain situations. The term "restricted person" includes any Employee of an investment adviser who has the authority to buy or sell securities and an immediate family member of such a restricted person that materially supports or receives material support from such a person. Thus, all

(3) "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.
(4) The term "limited offering" is defined as an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(5) or pursuant to Rules 504,505, or 506 of Regulation D. The term "initial public offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
(5) The term "new issue" is defined as any initial public offering of an equity security as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, made pursuant to a registration statement or offering circular. This restriction does not apply to, among other securities: secondary offerings, offerings of debt securities, offerings of a security of a commodity pool, rights offerings, exchange offers, and offerings of convertible or preferred securities. (See FINRA Rule 5130 Restrictions on the Purchase and Sale of IPOs of Equity Securities).

restricted persons of RHJ, including investment personnel, are prohibited in almost all circumstances--except as noted in further detail below--from purchasing a New Issue.

The prohibitions of the purchase and sale of New Issues with respect to Rule 5130 do not apply to: issuer directed securities, which are securities an issuer directs to restricted persons such as directors, subject to certain conditions; a restricted person's account if such a person is an existing equity owner of an issuance (anti-dilution provisions), subject to certain conditions; stand-by purchasers, which are those who purchase and sell securities pursuant to a stand-by agreement, subject to certain conditions.

Employees are encouraged to review and discuss Rule 5130 with the CCO prior to the purchase and/or sale of New Issues.

REPORTING

Employees must provide RHJ the necessary information to enable it to determine, with reasonable assurance, any indication of "scalping," "front-running" or any conflict of interest as it relates to RHJ Client trading. As such, Employees shall submit the below referenced reports in Schwab Compliance Technologies reflecting all transactions and securities, except for the exempt transactions and securities as referenced above, in which the person has - or by reason of such transaction acquires - direct or indirect beneficial ownership.

QUARTERLY TRANSACTION REPORTS

Employees must authenticate personal trading accounts using Schwab Compliance Technologies. If an Employee's trades are not available electronically or transactions do not occur through a broker-dealer (i.e., purchase of a private investment fund), the employee shall manually input such transactions to the Schwab Compliance Technologies platform no later than thirty (30) days after the end of the respective calendar quarter. The quarterly transaction reports shall contain at least the following information for each transaction in a Reportable Security in which the Employee had or, as a result of the transaction, acquired any direct or indirect beneficial ownership(6): (a) the date of the transaction, the title, the number of shares, the principle amount and, as applicable, the exchange ticker symbol or CUSIP number and the interest rate and maturity date; (b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (c) the price of the Reportable Security at which the transaction was effected; (d) the name of the broker/dealer or bank with or through which the transaction was effected; and
(e) the date the report is submitted. Quarterly reports are also required for accounts established by an employee during a quarter in which securities were held for the direct or indirect benefit of the employee.

Employees who do not maintain personal trading brokerage accounts will be required, at a minimum, to confirm there are no personal securities transactions to report; this acknowledgement may be documented on the quarterly personal securities transaction report in Schwab Compliance Technologies.

EMPLOYEES MUST ALSO REPORT IMMEDIATE FAMILY MEMBERS' TRANSACTIONS, INCLUDING SPOUSE, CHILD, AND OTHER HOUSE-HOLD MEMBERS, FOR ACCOUNTS IN WHICH THE EMPLOYEE HAS DIRECT OR INDIRECT INFLUENCE, CONTROL, AND/OR BENEFICIAL OWNERSHIP.

(6)"Beneficial Ownership," as set forth under Rule 16a-1(a)(2), determines whether a person is subject to the provision of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, which generally encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect "pecuniary interest" (i.e., some economic benefit) from the ownership of a security. This may also include securities held by members of an Employee's immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.

INITIAL AND ANNUAL HOLDINGS REPORTS

New RHJ Employees are required to report personal securities holdings no later than ten (10) days after the commencement of employment (See Schwab Compliance Technologies' Welcome Package Questionnaire). The initial holdings report must be dated as of no more than forty-five (45) days prior to the commencement of employment.

Existing Employees are required to provide RHJ with a complete list of securities holdings on an annual basis on or before February 14(th) (as determined by RHJ) of each year. The report shall be current as of December
31(st), which is no more than forty-five (45) days before the final submission date. (See Schwab Compliance Technologies' Annual Questionnaire).

The initial and annual holdings reports must contain, at a minimum: (a) the title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and (c) the date the access person submits the report.

Employees who do not have any securities holdings or do not maintain personal trading brokerage accounts will be required to confirm the same in writing; such an acknowledgement may be documented on the quarterly personal securities transaction report via Schwab Compliance Technologies.

TRADING AND REVIEW

RHJ does not expect its Employees to engage in frequent short-term (30 days) trading. In addition, except in limited circumstances and subject to pre-clearance approval, RHJ forbids its Employees from trading opposite of RHJ's recommendations. RHJ strictly forbids "front-running" RHJ Client accounts, which is a practice generally understood to be when an employee trades in a personal account before placing the same trade in a RHJ Client account. The CCO will closely monitor Employees' investment patterns to detect such practices. Thao Buuhoan, President and Chief Operating Officer (COO) will monitor the CCO's personal securities transactions for compliance with the Personal Security Transaction Policy.

The CCO shall also conduct a post-trade review of RHJ Employees' personal trading. All Employee trades must be reported in Schwab Compliance Technologies within thirty (30) days after the end of each calendar quarter. The CCO will review all transaction and reporting to determine if violations have occurred.

The post transaction review process ensures RHJ has the proper procedures in place to supervise its Employees' activities. The comparison of Employee trades to those of RHJ Clients shall identify actual or potential conflicts of interest.

If RHJ discovers an Employee is personally trading contrary to the policies set forth above, the Employee shall meet with the CCO and President to review the facts surrounding the transaction(s). This meeting shall assist RHJ in determining the appropriate course of action. The CCO may grant written exceptions to the provisions of this policy based on equitable (e.g., rapid markets, hardship, satisfaction of a court order, etc.) or other considerations. The exceptions may be granted to individuals or classes of individuals, provided that no granted exception would violate Rule 204A-1 of the Advisers Act, Rule 17j-1 of the Investment Company Act of 1940, or any other federal securities laws.

REPORTING VIOLATIONS AND REMEDIAL ACTIONS

RHJ acknowledges the seriousness of potential conflicts of interest caused by personal investing. As such, RHJ requires its Employees to promptly report any violations of the Code of Ethics to the CCO. RHJ's management is aware of the potential matters that may arise as a result of this requirement, and shall take action against any Employee that seeks retaliation against another for reporting violations of the Code of Ethics.

RHJ HAS ZERO TOLERANCE FOR RETALIATORY ACTIONS AND THEREFORE OFFENDERS MAY BE SUBJECT TO SEVERE ACTION. IN ORDER TO MINIMIZE THE POTENTIAL FOR SUCH BEHAVIOR, ALL REPORTS OF CODE OF ETHICS VIOLATIONS WILL BE TREATED AS ANONYMOUS.

If a violation of RHJ's Personal Security Transaction Policy occurs, the CCO may impose sanctions and take such actions as deemed appropriate, including - without limitation - requiring the trades in question be reversed resulting in disgorgement of profits, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, terminating employment or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any forfeited profits shall be paid to the applicable RHJ Client(s) or donated to a charity the CCO determines is appropriate.

No person shall participate in a determination of whether he or she has committed such a violation or in the imposition of any sanction against himself or herself.

DISCLOSURE

RHJ shall describe its Code of Ethics to RHJ Clients in Part 2 of Form ADV and shall furnish a copy of the Code upon any RHJ Client's request. All RHJ Client requests for RHJ's Code of Ethics shall be directed to the CCO.

RECORDKEEPING

RHJ shall maintain records in the manner and to the extent set forth below; such records shall be available for appropriate examination by SEC representatives or RHJ's management:

o A copy of this policy and any other code which is, or at any time within the past five (5) years has been, in effect shall be preserved in an easily accessible location;

o A record of a violation of this policy and of action taken as a result of such a violation shall be preserved in an easily accessible location for a period of not less than five (5)years following the end of the fiscal year in which the violation occurred;

o A record of all written acknowledgements (annual certifications) as required by this policy for each person who is currently, or within the past five (5) years was, an RHJ Employee;

o A copy of each report made pursuant to this policy by an Employee - including any information provided in lieu of reports - shall be preserved by RHJ for at least five (5) years after the end of the fiscal year in which the report is made or the information is provided, including an easily accessible location for the first two (2) years;

o A list of all persons who are, or within the past five (5) years have been, required to make or review such reports pursuant to this policy shall be maintained in an easily accessible location;

o A record of all pre-clearance requests, including the decisions made; and

o A record of any decision and the reasons supporting the decision to approve the acquisition of any limited offering or IPO by Employees for at least five (5) years after the end of the fiscal year in which the approval is granted, including an easily accessible location for the first two (2) years.

ADMINISTRATION OF THE CODE

A. The CCO or designee will review reports and other information submitted under this Code. The review includes, but is not limited to:

a. an assessment of whether the Employee followed the required procedures;

b. an assessment of any trading patterns that may indicate abuse, including market timing; and

c. performing any other assessment that may be necessary to determine whether there have been any violations of the Code.

B. Each Employee shall receive a copy of the Code annually and anytime the Code is amended. Upon receipt, each Employee is required to read and acknowledge his or her understanding of the requirements of the Code via Schwab Compliance Technologies software, which in addition provides that the Employee agrees to abide by the Code.

C. Upon amendment of this Code, the RHJ CCO will provide a copy to the CCO of each mutual fund that RHJ serves as adviser/sub-adviser for approval/ratification by each fund's Board of Trustees.

D. The RHJ CCO or designee will furnish written reports requested by the CCO of each mutual fund that RHJ serves as adviser/sub-adviser, including the RHJ Funds pertaining to any changes to the Code and any violations thereof.

2. INSIDER TRADING POLICY

Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed - taking into consideration the nature of such investment adviser's business - to prevent the misuse of material, non-public information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, RHJ maintains procedures to prevent the misuse of non-public information.

Although "insider trading" is not defined in securities laws, in practice it is understood as trading either personally or on behalf of others based on material, non-public information or communicating material, non-public information to others in violation of the law. Securities laws have been interpreted to prohibit the following activities:

o Trading by an insider based on material, non-public information;

o Trading by a non-insider based on material, non-public information, where the non-insider received the information from an insider in violation of the insider's duty to keep the information confidential; or

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

RHJ's Insider Trading Policy applies to all Employees. Questions regarding this policy should be directed to the CCO and/or President.

WHOM DOES THE POLICY COVER?

This policy covers all RHJ Employees. In addition, the policy applies to transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons; and, to transactions corporations engage in where the Employee is an: officer; director; ten percent (10%) or greater stockholder; or partner, unless the Employee has no direct or indirect control of the partnership. WHAT INFORMATION IS MATERIAL?

Individuals may not be held liable for trading on inside information unless the information is material. "Material information" is generally defined as information there is a substantial likelihood that an investor would consider important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Advance knowledge of the following types of information is generally regarded as "material":

o Dividend or earnings announcements

o Write-downs or write-offs of assets

o Additions to reserves for bad debts or contingent liabilities

o Expansion or curtailment of company or major division operations

o Merger, joint venture announcements

o New product/service announcements

o Discovery or research developments

o Criminal, civil and government investigations and indictments

o Pending labor disputes

o Debt service or liquidity problems

o Bankruptcy or insolvency problems

o Tender offers, stock repurchase plans, etc.

o Recapitalization

Information a company provides may be considered material due to the foreseeable impact on: a particular class of a company's securities; all of a company's securities; the securities of another company; or the securities of several companies. The misuse of material, non-public information applies to all types of securities, including equity, debt, commercial paper, government securities, and options.

In considering whether information is material, bear in mind that such information does not have to come from the applicable company to be deemed material; rather, information received from an unaffiliated third party can be deemed material solely by the nature of the information. For example, material information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material.

WHAT INFORMATION IS NON-PUBLIC?

In order for issues concerning insider trading to arise, information must not only be material, but also non-public. "Non-public" information generally means information not available to the investing public.

Once material, non-public information has been effectively distributed to the investing public through commonly recognized channels, it is no longer classified as non-public information. The information must be intentionally distributed via commonly recognized channels and available for an adequate amount of time. Receiving non-public information via the selective dissemination of information, such as industry-related publications, does not make the information public.

RHJ's employees must be aware that a person who receives material, non-public information with no expectation of confidentiality may still become an insider upon receipt. Whether the information or "tip" makes the employee a "tippee" or insider depends on if the corporate insider expects to personally benefit from the disclosure, whether directly or indirectly.

The expected benefit is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of QUID PRO QUO resulting in receiving information one would not have received but for providing such an expectation. Employees may also become insiders or tippees if material, non-public information is obtained by happenstance, such as at social gatherings or by overhearing conversations, etc. PENALTIES FOR TRADING ON INSIDER INFORMATION Severe penalties exist for firms and individuals that engage in the act of insider trading, including:

o civil injunctions;

o disgorgement of profits;

o jail sentences;

o fines for the person who committed the violation of up to three times the profit gained or loss avoided (per violation, or illegal trade), whether or not the person actually benefited from the violation; or

o Criminal penalties that can result in a maximum fine of up to $5,000,000 and twenty (20) years imprisonment

PROCEDURES TO FOLLOW IF AN EMPLOYEE BELIEVES THAT HE/SHE POSSESSES MATERIAL, NON-PUBLIC INFORMATION If an Employee questions whether they are in possession of material, non-public information, the Employee must inform the CCO, and President or CEO as soon as possible. Once the information is reported, the Employee and informed parties will conduct research to determine if the information is likely to be considered important to investors in making investment decisions and whether the information has been publicly disseminated.

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

o shall not trade the securities of any company in which the employee is deemed an insider who may possess material, non-public information;

o shall not engage in securities or derivatives transactions of any company, except in accordance with RHJ's Personal Security Transaction Policy and the securities laws;

o shall submit personal security trading reports in accordance with the Personal Security Transaction Policy;

o shall not discuss any potential or actual material, non-public information with colleagues, except as specifically required by his/her position;

o shall immediately report the potential receipt of non-public information to the CCO and President or CEO; and

o shall not proceed with any research, trading, etc. until the CCO and President or CEO inform the Employee of the appropriate course of action.

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

Employees may, under certain circumstances, be granted permission to serve as directors, trustees, or officers of outside organizations by completing the Request for Approval of Outside Business Activity Form in Schwab Compliance Technologies. Such organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities.

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

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

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

4. GIFT POLICY

Employees may not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with RHJ, or on behalf of an advisory client. However, Employees may accept gifts from a single giver in aggregate amounts not exceeding $100 and may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable and both the giver(s) and the Employee(s) are present. All gifts received must be reported to the CCO, including the gift giver's name, the reason for the gift, a description of the gift and the date the gift was received.

Employees may also give a gift to anyone who does business with the firm, if the gift is not in excess of $100. However, business meals, sporting events and other entertainment events may be given so long as the expense is reasonable and the employee giving the gift is present. All gifts given must be reported to the CCO, including the name of the employee giving the gift, the reason for giving the gift, a description of the gift being given and the date the gift was given.

5. POLITICAL CONTRIBUTIONS

RHJ or an Employee considered a Covered Associate (as defined below) may not make Political Contributions (as defined below) exceeding $150.00 per election to a candidate or official the Covered Associate could not vote for or exceeding $350.00 per election to a candidate or official the Covered Associate could vote for. All RHJ employees must report political contributions to the CCO using the Reporting of Political or Charitable Contribution Form on Schwab Compliance Technologies within 10

days after the contribution has been made. The report must include: the employee's name; the name of the candidate or official who received the contribution; the office the recipient is running for; the contribution amount; whether or not the contributing employee is eligible to vote for the recipient; and whether or not the official or candidate has an existing or potential relationship with RHJ and/or the contributing employee.

COVERED ASSOCIATE DEFINED

(i) Any general partner, managing member, executive officer, or other individual with a similar status or function;

(ii) Any employee who solicits a government entity for RHJ and any person who directly or indirectly supervises such employee; and

(iii) Any political action committee controlled by RHJ or any person described in sections (i) and (ii) above.

POLITICAL CONTRIBUTION DEFINED

Any gift, subscription, loan, advance, or deposit of money or anything of value made for:

(i) The purpose of influencing any election for federal, state or local office;

(ii) Payment of debt incurred in connection with any such election; or

(iii) Transition or inaugural expenses of the successful candidate for state or local office.

6. CHARITABLE CONTRIBUTIONS

Employees are not restricted from giving personal charitable contributions; however, RHJ or an RHJ employee acting on behalf of RHJ must use the Reporting of Political or Charitable Contribution Form on Schwab Compliance Technologies to report such charitable contributions to the CCO within ten (10) days after the contribution has been made. The information being reported must include the name of the employee that gave the contribution, the name of the recipient of the contribution, the amount of the contribution, and whether or not the charity or any person associated with the charity has an existing or potential relationship with the firm and/or the employee giving the contribution.

RESPONSIBILITY

The CCO is responsible for administering the above-stated policies. Questions regarding these policies should be directed to the CCO.

Edgewood Management LLC - Compliance Manual October 1 2017

XIV. CODE OF ETHICS

Rule 16a-1; Rule 206(4)-5

A. INTRODUCTION

Edgewood Management LLC ("Edgewood"), has implemented the following Code of Ethics (the "Code") policies to ensure high ethical standards by its employees and to maintain the confidence of its Clients. Edgewood has a fiduciary duty that requires all Edgewood employees to act in the best interests of its Clients. In addition to all personnel of Edgewood being required to comply with all applicable securities laws, they are all obligated to put the interests of the Clients before their own personal interests and to act honestly and fairly in all aspects of their job.

This Code is intended to comply with the various provisions of the Investment Advisers Act of 1940, as amended (the "Act"), and Rule 17j-1 of the Investment Company Act of 1940 and also requires that all Access Persons comply with federal securities laws and applicable rules and regulations adopted by the Securities and Exchange Commission ("SEC"). This Code has been adopted with respect to Edgewood's investment advisory services to all of its Clients, including each client that is a U.S. registered investment company or series thereof (each, a "Client"). Edgewood forbids any director, officer and employee from engaging in any conduct that is contrary to this Code.

It is the responsibility of each Access Person to ensure that any securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code or otherwise prohibited by any applicable law. Personal securities transactions for Access Persons in Covered Securities may be effected only in accordance with the provisions of this Code. This Code is intended to ensure that employees' conduct and personal securities transactions are conducted in accordance with the following principles:

i. the duty to place the interests of Clients first;

ii. the duty to ensure all personal securities transactions are conducted in such a manner as to avoid any actual or potential conflict of interest; or any abuse of an individual's responsibility and position of trust; and

iii. the fundamental duty of Edgewood personnel not to take inappropriate advantage of their positions for any personal benefit to the detriment of Clients.

Edgewood considers adherence to this Code, the related restrictions on personal trading, and compliance with all applicable federal securities laws basic conditions of employment. Failure to comply with this Code may result in disciplinary action, including, but not limited to, monetary fines, disgorgement of profits, and suspension or termination of employment.

A written code cannot answer all questions raised in the context of business relationships. Thus, each employee is required to recognize and respond appropriately to specific situations as they arise. In unclear situations, employees are expected to seek guidance from the Chief Compliance Officer of Edgewood, or her designee, who is charged with the administration of this Code.

The following DEFINITIONS are applicable within the context of this Code of Ethics:

a. ACCESS PERSON shall mean each director or officer of Edgewood, any employee or agent, or any natural person or company in a control relationship to Edgewood who, in connection with the person's regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of covered securities by a Client advised by Edgewood, or whose functions relates to the making of any recommendations with respect to such purchases or sales.

b. ACT means the Investment Advisers Act of 1940, as amended.

Edgewood Management LLC - Compliance Manual October 1 2017

c. BENEFICIAL OWNER shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Covered Securities which an Access Person owns or acquires. A Beneficial Owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or INDIRECT PECUNIARY INTEREST (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security. INDIRECT PECUNIARY INTEREST in a security includes securities held by a person's immediate family sharing the same household. IMMEDIATE FAMILY means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- in-law, or sister-in-law (including adoptive relationships).

d. CLIENT means any person or entity with which Edgewood presently maintains an effective investment advisory contract. The meaning of Client shall exclude any person or entity that has terminated their investment advisory contract with Edgewood or instructed Edgewood to entirely liquidate and/or cease management of all assets.

e. CONTROL means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder control over the company. Based upon the facts and circumstances of a given situation, the Review Officer may rebut this presumption.

f. COVERED SECURITY means any security and any option to purchase or sell, and any security convertible into or exchangeable for, a security. The following are not included as a COVERED SECURITY:

i. Direct obligations of State and Local Government or Agencies;

ii. Direct obligations of the Federal Government and Agencies of the United States;

iii. Banker's acceptances and bank certificates of deposit;

iv. Commercial paper and high quality short-term debt instruments;

v. Repurchase agreements covering any of the foregoing; and

vi. Shares of registered open-end investment companies and open-end exchange traded funds not advised or sub-advised by Edgewood.

g. PURCHASE OR SALE includes, among other things, the writing of an option to purchase or sell.

B. APPLICABILITY OF THE CODE

This Code applies to all Personal Accounts of all Access Persons.

1. A Personal Account includes an account maintained by or for:

a. An Access Person's spouse (other than a legally separated or divorced spouse of the Access Person) and minor children;

b. Any immediate family members who live in the Access Person's household and any other individuals who live in the Access Person's household and over whose purchases, sales or other trading activities the Access Person exercises control or investment discretion;

c. Any persons to whom the Access Person provides primary financial support, and either (i) whose financial affairs the Access Person controls, or (ii) for whom the Access Person provides discretionary advisory services; and

d. Any partnership, corporation, or other entity of which the Access Person has 25% or greater Beneficial Ownership, or in which the Access Person exercises effective control.

Edgewood Management LLC - Compliance Manual October 1 2017

2. A Personal Account DOES NOT include any account for which an Access Person serves as trustee of a trust for the benefit of (i) a person to whom the Access Person does not provide primary financial support or
(ii) an independent third party.

3. Access persons may maintain personal accounts that are managed by Edgewood or a representative of Edgewood, including investments in the funds for which Edgewood provides investment advice. Transactions in these accounts executed solely by Edgewood, such as across the board trades, are not subject to pre-clearance requirements. Any employee directed transactions in these types of accounts are subject to preclearance and reporting requirements.

The Chief Compliance Officer is responsible for maintaining a comprehensive list of all Access Persons and Personal Accounts.

C. TRANSACTIONS IN PERSONAL ACCOUNTS

Edgewood has implemented a Blacklist which contains securities (i) that are in the Edgewood Large Cap Growth and sharia-compliant portfolios (the "Portfolios") and (ii) Edgewood's Investment Committee is considering adding to the Portfolios. The Blacklist will be maintained by Edgewood's Investment Committee and compliance department. A copy of the Blacklist will be available to Access Persons through Edgewood's compliance department. Securities in the Portfolio(s) will be removed from the Blacklist one full trading day following the completion of an Edgewood trading program selling out of the security from the Portfolio(s).

An Access Person must obtain prior written approval of the Chief Compliance Officer, or her designee, before engaging in any transaction in securities on the Blacklist in his or her Personal Account(s). An Access Person shall request pre-trade clearance through Edgewood's designated compliance platform or, if the compliance platform is unavailable, an Access Person shall use the designated pre-trade clearance form (SEE ATTACHMENT A). The Chief Compliance Officer or her designee will grant pre-clearance if she concludes the transaction would comply with the provisions of this Code.

When submitting for pre-trade clearance approval for securities on the Blacklist, an Access Person will be required to provide their acknowledgement and agreement that the compliance department has discretion to require the trade to be reversed or undone depending on the circumstances surrounding an Investment Committee's investment decision. In the event an Access Person realizes gains when reversing or unwinding a trade as may be required pursuant to this Code, gains from such trades will be donated to a charity selected by Edgewood.

The Chief Compliance Officer, or her designee, will determine whether the trade is in compliance with the Code including whether the trade would put the Access Person's interests before Edgewood's Clients' interests. Certain factors the Chief Compliance Officer will take into consideration include the size of the proposed transaction and the nature of the security.

The Chief Compliance Officer must obtain the prior written approval of Julianne Mulhall or Fausto Rotundo before engaging in any transaction in Covered Securities in her Personal Account.

Any approval given under this paragraph will remain in effect only for the day the approval is granted.

1. EXCEPTIONS FROM PRE-TRADE CLEARANCE PROVISIONS:

In recognition of the de minimis or involuntary nature of certain transactions, there are certain exceptions from the Pre-Trade Clearance requirements. All other restrictions and reporting obligations will continue to apply to transactions excluded from Pre-Trade Clearance pursuant to this Section.

Accordingly, the following transactions in Covered Securities will be
EXCLUDED FROM THE PRE-TRADE CLEARANCE REQUIREMENTS:

1. Mandatory purchases or sales effected pursuant to option assignment, and purchases that are made pursuant to an Automatic Investment Plan;

Edgewood Management LLC - Compliance Manual October 1 2017

D. INSIDER TRADING

2. Trades executed by Edgewood in exercise of its discretionary authority over the assets of an Access Person. This includes across-the-board trades effected by the Edgewood trading department pursuant to periodic rebalancing, deposits or withdrawals and/or portfolio investment modifications directed by the Investment Committee;

3. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer's securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

4. Transactions effected in, and the holdings of, any account over which the Access Person has no direct or indirect influence or control (e.g., blind trust, discretionary account or trust managed by a third party); and,

5. Transactions in Securities that are not on the Black List at the time of the Access Person's transaction and shares of registered open-end investment companies and open-end exchange traded funds ("ETFs") not advised or sub-advised by Edgewood.

For purposes of this section, the (i) common stock and any fixed income security of an issuer shall not be deemed to be the same security; and (ii) convertible preferred stock shall be deemed to be the same security as both the common stock and fixed income securities of that issuer, and (iii) non- convertible preferred stock of an issuer shall be deemed to be the same security as the fixed income securities of that issuer.

Exceptions may be granted by the Chief Compliance Officer in certain limited circumstances provided no harm resulted to a client and the fiduciary standard is maintained.

D. INSIDER TRADING

Insider trading is based on a simple, well-established principle: IF YOU RECEIVE MATERIAL, NON-PUBLIC INFORMATION ABOUT A PUBLIC COMPANY FROM ANY SOURCE, YOU ARE PROHIBITED FROM DISCUSSING OR ACTING ON THAT INFORMATION.

Access Persons are prohibited from trading based on material, non-public information, or communicating material non-public information to others in violation of the law. Under insider trading laws, a person or company that illegally trades in securities of a company while in possession of material, non-public information about that company may be subject to severe sanctions, including civil penalties, fines and imprisonment.

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

i. Trading by an insider while in possession of material, non-public information;

ii. 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; or

iii. An insider, or a non-insider described in clause (ii) above, from communicating material, non-public information to others.

Edgewood Management LLC - Compliance Manual October 1 2017

WHO IS AN INSIDER?

The concept of "insider" is broad. It includes all employees of a company. Corporate insiders who possess material, nonpublic information about a corporation may be required either to disclose that information to the investing public or to refrain from passing such information along to others, trading in or recommending the purchase or sale of the corporation's securities. Similarly, as a general rule, those to whom corporate insiders "tip" material, nonpublic information must refrain from passing such information along to others, trading in or recommending the corporation's securities. In addition, under most circumstances, tipping or trading on material, nonpublic information about a tender offer may violate the rules of the SEC. Tipping may include spreading rumors about potential tender offers. For example, personnel may not pass along a rumor regarding a tender offer to those who are likely to trade on the information or further spread the rumor if the rumor emanated, directly or indirectly, from someone connected with the target, the offeror, or their respective officers, directors, partners, employees or persons acting on their behalf, even if such information was inadvertently communicated.

WHAT IS MATERIAL INFORMATION?

The question of whether information is material is not always easily resolved. Generally, the courts have held that a fact is material if there is substantial likelihood that a reasonable investor would consider the information "important" in making an investment decision. As such, material information would include information which would likely affect the market price of any securities, or which would likely be considered important by a reasonable investor in determining whether to buy, sell or hold such securities. Examples of material information may include the following:

o Significant dividend increases or decreases
o Significant earnings information or estimates
o Significant changes in earnings information or estimates previously released by a company
o Significant expansion or curtailment of operations
o Significant increases or declines in orders
o Significant merger, acquisition or divestiture proposals or agreements
o Significant new products or discoveries
o Extraordinary borrowing
o Major litigation
o Significant liquidity problems
o Extraordinary management developments
o Purchase or sale of substantial assets
o Capital restructuring, such as exchange offers
o Block and/or Restricted Securities transactions

Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal's "Heard on the Street" column.

WHAT IS NON-PUBLIC INFORMATION?

Information is "non-public" if it has not been disclosed generally to the investing public. Information is made public if it has been broadly disseminated and made available to the general public by publication in the newspapers or other media or if it has been the subject of a press release addressing the general investing public. However, information is not necessarily made public merely because such information is communicated through rumors or other unofficial statements in the marketplace.

Other examples of potential sources of inside information include the receipt of information related to the offering of private investments in public offerings ("PIPES"), and information from other third parties including but not limited to counsel, independent registered public accounting firms, financial partners and trading partners.

Edgewood Management LLC - Compliance Manual October 1 2017

COMPANY MANAGEMENT

As part of its investment research process, Edgewood's Investment Committee meets with employees of public companies to obtain information pertaining to the company that may assist the Investment Committee in its investment decision making process. In addition to discussing the information at the research meetings, the Investment Committee members input all research notes from meetings with company employees in the research database used by the Investment Committee. A member of Edgewood's compliance department reviews the research notes and attends the Investment Committee's research meetings.

EXPERT NETWORKS

As part of its research process, Edgewood occasionally utilizes research firms that offer consultations with individuals that have expertise in specific areas (herein referred to as "Expert Networks"). Edgewood finds this source of information valuable in understanding industry-specific issues, however, it is only one part of Edgewood's extensive investment research process. Nevertheless, Edgewood recognizes there are limitations to these specialized sources of information and the possibility of the dissemination of material, nonpublic information from these Expert Networks. Edgewood's Compliance Department will perform due diligence on Expert Networks used by Edgewood to ensure adequate controls are in place to prohibit possible dissemination of material, nonpublic information to Edgewood from the Expert Networks. Part of Edgewood's due diligence will include ensuring the Expert Network receives certifications from its consultants certifying the consultants will not disseminate material, nonpublic information to the Expert Network's clients. Pre-clearance approval by Edgewood's Compliance Department will be required for experts that are employed by public companies.

RESOLVING SITUATIONS

The law of insider trading is complicated and continuously developing. Access Persons who are uncertain about the application of insider trading rules should discuss the situation with the Chief Compliance Officer. You must notify the Chief Compliance Officer immediately if you have any reason to believe that insider trading has occurred or is about to occur or if you receive, or believe you received, material, non-public information including all information regarding any direct or indirect PIPES offerings received by you.

Before executing any trade for yourself or others, including private accounts managed by Edgewood, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

o Prior to taking any action, report the information and proposed trade immediately to the Chief Compliance Officer;

o Do not purchase or sell the securities on behalf of yourself or others, including private accounts managed by the firm;

o Do not communicate the information inside or outside the firm, other than to the Chief Compliance Officer; and

o After the Chief Compliance Officer has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

You should consult with the Chief Compliance Officer before taking any action or engaging in any transaction which inside information may have been provided. This degree of caution will protect you, our clients, and the firm.

The Chief Compliance Officer shall use the following reviews and procedures to detect any possible trading on inside information:

o review of the personal securities statements for all Access Persons and any related accounts;

o review of trading activity in Advisory Client accounts;

o investigation of any circumstances about any possible receipt, trading or other use of inside information.

Edgewood Management LLC - Compliance Manual October 1 2017

E. PROHIBITED TRANSACTIONS

1. PROHIBITION AGAINST FRAUDULENT CONDUCT

No director, officer or employee of Edgewood shall, directly or indirectly:

a. employ any device, scheme or artifice to defraud a Client or engage in any manipulative practice with respect to a Client;

b. make any untrue statement of a material fact to a Client;

c. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client;

d. engage in any manipulative practice with respect to a Client; or

e. use any information concerning a security held or to be acquired by a client for personal gain or in a manner detrimental to the interests of a client, including but not limited to information concerning shares of the Edgewood Growth Fund.

2. CONFIDENTIALITY

Access Persons may not disseminate, sell or otherwise use Edgewood's physical resources, electronic media, proprietary information, client information or technology for their personal benefit or for the benefit of a third party. This includes information relating to the investment intentions or activities of any Client, or securities that are being considered for purchase or sale on behalf of any Client.

3. DISSEMINATION OF RUMORS

All employees are expressly prohibited from knowingly spreading as fact any rumor they know to be false concerning any company, or any purported market development, with the purpose and design to impact trading in or the price of that company's or any other company's securities, and from engaging in any other type of activity that constitutes illegal market manipulation. This prohibition includes the spreading of false rumors, or any other form of illegal market manipulation, via any media, including, but not limited to email, instant messages, text messages, blogs or chat rooms.

4. INITIAL PUBLIC OFFERINGS

Access Persons shall not directly or indirectly acquire securities in an initial public offering.

5. SHORT SALES

An Access Person may not engage in any short sale of a security that is in the Edgewood Large Cap Growth model portfolio.

6. PRIVATE PLACEMENTS, INVESTMENT OPPORTUNITIES OF LIMITED AVAILABILITY

Access Persons may not directly or indirectly acquire securities in a private placement (including private investment funds such as hedge funds, private equity funds or venture capital funds) or investment opportunity of limited availability unless Edgewood's Investment Committee and compliance department first determines whether the investment opportunity should be reserved for a Client, and whether such opportunity is being offered to the Access Person by virtue of their position with the Adviser.

Any Access Person who has taken a personal position through a private placement will be under an affirmative obligation to disclose that position in writing to the compliance department if he or she plays a material role in a Client's subsequent investment decision regarding the same issuer; this separate disclosure must be made even though the Access Person has previously disclosed the ownership of the privately placed security in compliance with the Pre-Trade Clearance requirements of this section. Once disclosure is given, an independent review of the Client's investment decision will be made.

Edgewood Management LLC - Compliance Manual October 1 2017

7. SERVICE AS A DIRECTOR

Prior to accepting a position as a director of any company or organization (private or public, for-profit or not-for-profit), an Access Person must obtain approval from the compliance department. All such positions should be reported to the compliance department.

8. OUTSIDE BUSINESS ACTIVITIES

Edgewood discourages Access Persons from holding unrelated outside employment, including consulting. Access Persons are required to immediately report any outside business activity to the compliance department. Employees may not engage in outside activities that (a) interferes, competes, or conflicts with the interest of Edgewood or its clients; (b) encroaches on normal working time or otherwise impairs performance; or (c) implies Edgewood's sponsorship or support of an outside organization.

9. GIFTS

Access Persons are prohibited from accepting gifts that (i) fall outside Edgewood's "normal business practice" (generally $500.00 or less) or (ii) are excessive in value from any person or company that does business with Edgewood. Unsolicited business entertainment, including meals or tickets to cultural and sporting events, are permitted if they are not so frequent or of such high value as to raise a question of impropriety. In no event are employees allowed to accept cash gifts. Employees are required to document and disclose through Edgewood's compliance department the acceptance of any gift or entertainment regardless of the value. Employees shall provide the compliance department with a written report of gifts received each quarter. Email is an acceptable means to report to the compliance department the receipt of any gifts.

Additionally, any gifts, entertainment, any payment of money or anything of value made directly or indirectly by you to a labor organization or officer, agent, shop steward, or other representative or employee of any labor organization (including union officials serving in some capacity to a Taft-Hartley Plan) must be reported to the compliance department. All items regardless of the amount or value must be reported. The following are examples of potentially reportable items: meals, gifts, travel and lodging costs, bar bills, sporting event tickets, theatre tickets, clothing or equipment, golf, sponsorships, donations to union related charities or scholarship funds, and receptions.

10. OTHER PROHIBITED TRANSACTIONS

Access Persons shall not:

1. accept any preferential treatments or anything other than a value outside of Edgewood's "normal business practice" as set forth above from any broker-dealer or other entity with which a Client does business that influences Access Persons from taking actions that are not in the best interest of Clients;

2. establish or maintain an account at a broker-dealer, bank or other entity through which securities transactions may be effected without written notice to the compliance departmentwhen establishing such an account and registration of the account on the designated compliance platform;

3. use knowledge of portfolio transactions of a Client for their personal benefit or the personal benefit of others; or

4. violate the anti-fraud provisions of the federal or state securities laws.

11. SHORT-TERM TRADING PROFITS

Access Persons are discouraged from trading on a short-term basis in their personal accounts.

Edgewood Management LLC - Compliance Manual October 1 2017

12. BACKGROUND CHECKS

Periodically, the Chief Compliance Officer or her designee shall perform a search of each Supervised Person to confirm the Supervised Person's work history, felony convictions and/or guilty pleas, and/or any other legal proceedings in connection with an investment-related activity such as a violation of investment-related statutes or regulations. Searches shall be on various databases including the FINRA broker database and the Google search engine. Furthermore, Edgewood will retain a third party service provider to run a background check on Edgewood employees. Edgewood shall comply with all local, state, and federal laws including the Fair Credit Reporting Act ("FCRA") relating to background checks including obtaining an employee's written consent prior to running a background check.

13. POLITICAL CONTRIBUTIONS

Edgewood and its employees are prohibited from making, or directing or soliciting any other person to make, any political contribution or provide anything else of value for the purpose of influencing or inducing the obtaining or retaining of investment advisory service business.

SEC Rule 206(4)-5 prohibits Edgewood from being compensated for providing investment advice to a state or local government entity for two years if "covered" employees (as defined in Rule 206(4)-5) of Edgewood make political contributions to certain officials of that government entity in excess of certain de minimis levels. Furthermore, Rule 206(4)-5 (i) prohibits the solicitation or coordination of political contributions to such officials or certain state or local party committees and (ii) requires investment advisers to maintain books and records relating to state and local government entity clients, political contributions, and information relating to covered employees.

A. DEFINITIONS

1. CONTRIBUTION means any gift, subscription, loan, advance, or deposit of money or anything of value made for: (i) the purpose of influencing any election for federal, state or local office,
(ii) the payment of debt incurred in connection with any such election, or (iii) transition or inaugural expenses incurred by the successful candidate for state or local office. Volunteer services provided to a campaign by employees on their own personal time are not treated as Contributions, however, certain expenses from personal resources including hosting a reception or utilizing Edgewood's office space and personnel in connection with volunteering could be considered an in-kind Contribution.

2. COORDINATING CONTRIBUTIONS means bundling, pooling, delivering or otherwise facilitating the Contributions made by other persons.

3. SOLICITING CONTRIBUTIONS means to communicate, directly or indirectly, for the purpose of obtaining or arranging a Contribution.

B. POLICIES AND PROCEDURES FOR POLITICAL ACTIVITY BY EMPLOYEES

1. Contributions. All Access Persons are required to obtain approval from Edgewood's Compliance Department prior to making any Contribution of any value. Access Persons may obtain such approval from the Compliance Department by submitting a request through the designated compliance platform or, if the compliance platform is unavailable, by completing a "Political Contribution Request Form" (SEE ATTACHMENT C). Edgewood's Compliance Department will review and evaluate each Contribution request to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5. Access Persons will be notified in writing of the Compliance Department's final determination.

2. Coordinating or Soliciting Contributions, or Political Fundraising. All Access Persons must obtain approval from Edgewood's Compliance Department prior to Coordinating or Soliciting Contributions, or engaging in any other political fundraising. Access Persons must use the Political Contribution Request Form to request approval for such activities. Coordinating or Soliciting Contributions, or political fundraising, may even include, for example, having one's name appear on a fundraising letter.

Edgewood Management LLC - Compliance Manual October 1 2017

3. Prospective Employees. All prospective employees, prior to becoming an Edgewood employee, are required to complete the "Political Contributions Disclosure Form for Prospective Employees" (SEE ATTACHMENT D) and provide it to the Chief Compliance Officer indicating any political contributions in the two (2) years (either directly or via a Political Action Committee which the person controls) preceding the date the "Political Contributions Disclosure Form for Prospective Employees" is completed.

C. PROHIBITION AGAINST ESTABLISHING OR CONTROLLING A POLITICAL ACTION COMMITTEE ("PAC")

Access Persons are prohibited from establishing, controlling, contributing to or otherwise being involved with a PAC without receiving pre-approval from Edgewood's Compliance Department.

D. INDIRECT CONTRIBUTIONS

Access Persons are prohibited from performing any act which would result in a violation of Rule 206(4)-5 and/ or this policy, whether directly or indirectly, or through or by any other person or means including spouses, family members, placement agents, consultants, etc.).

E. QUARTERLY CERTIFICATIONS

At the end of each calendar quarter, Edgewood's Compliance Department will distribute a quarterly Certification Form. Access Persons are required to certify all information pertaining to Contributions on the quarterly Certification.

F. MONITORING

Edgewood's Compliance Department is responsible for monitoring all Contributions to ensure that Edgewood will not be precluded from accepting and/ or receiving compensation for the proscribed timeframes from potential clients in accordance with Rule 206(4)-5.

G. REQUIRED RECORDS

Edgewood's Compliance Department will keep all necessary records based on the information gathered under this policy pursuant to Rule 204-2.

14. NON-U.S. GOVERNMENT ENTITIES

The Foreign Corrupt Practices Act of 1977, 15 U.S.C.
[section][section]78dd-1, et seq. ("FCPA"), prohibits corrupt payments to foreign officials for the purpose of obtaining or keeping business. Access Persons are prohibited from making any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a Foreign Official (as defined herein) to influence the Foreign Official in his or her capacity, induce the Foreign Official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage to assist in obtaining or retaining business for or with, or directing business to, Edgewood.

A "Foreign Official" means any officer or employee of a foreign government, a public international organization, or any department or agency thereof or any person acting in an official capacity. Depending on the jurisdiction, a Foreign Official could be a member of a royal family, a member of a legislative body, or an official of a state-owned business enterprise. Criminal and civil penalties may be imposed for violations of the FCPA including fines up to $2,000,000 and imprisonment for up to five years. Access Persons are to notify the Chief Compliance Officer immediately if there is any reason to believe an Access Person has violated this policy.

F. REPORTING REQUIREMENTS

The following sets out the reporting requirements for Access Persons pertaining to their personal accounts:

Edgewood Management LLC - Compliance Manual October 1 2017

A. INITIAL AND ANNUAL HOLDING REPORTS

Within ten (10) days of commencing employment, Access Persons are required to disclose to the compliance department all of their personal accounts. Such list of securities holdings must be current as of a date not more than 45 days prior to the employment date and must contain the following information:

i. the title and type of security, ticker symbol or CUSIP number as appropriate, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;

ii. the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Reportable Securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and,

iii. the date that the report is submitted.

Brokerage account statements from the prior month of employment will satisfy this requirement.

Each Access Person must submit ANNUALLY thereafter a holdings report setting forth the above-specified information which must be current as of a date no more than forty-five (45) days before the report is submitted.

B. QUARTERLY TRANSACTION REPORTS / DUPLICATE BROKERAGE STATEMENTS

Every Access Person must report to the compliance department no later than thirty (30) days after the end of the calendar quarter, the following information:

With respect to any transaction during the quarter in a Covered Security in which the Supervised Person had any direct or indirect Beneficial Ownership:

1. The date of the transaction, the title, ticker symbol or CUSIP as appropriate, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

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

3. The price of the Covered Security at which the transaction was effected;

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

5. The date that the report is submitted by the Access Person.

In lieu of providing quarterly transaction reports, Access Persons may arrange for duplicate copies of all trade confirmations and personal account statements to be sent directly from the broker-dealer or other custodian to the Chief Compliance Officer. This requirement may be satisfied by having trade activity and account holdings delivered electronically through the designated compliance software platform.

C. EXCLUSIONS FROM REPORTING

Purchases or sales in Covered Securities in an account in which the Access Person has no direct or indirect control are not subject to the reporting requirements of this Section.

D. CERTIFICATION OF COMPLIANCE

Access Persons are required to certify annually acknowledging receipt and compliance with the Code. Further, all Access Persons are required to disclose all personal accounts and all personal securities transactions pursuant to the requirements of the Code. (SEE ATTACHMENT B)

E. PERSONAL ACCOUNT OPENING PROCEDURES

All Access Persons shall provide written notice to the compliance department prior to opening any account with any entity through which a Covered Securities transaction may be effected.

Edgewood Management LLC - Compliance Manual October 1 2017

G. REVIEW OFFICER

A. DUTIES OF REVIEW OFFICER

The Chief Compliance Officer has been appointed as the Review Officer. The Review Officer or her designee shall:

1. Confirm receipt of all securities transaction and holdings reports and Pre-Trade Clearance Forms and maintain the names of persons responsible for reviewing these reports;

2. identify all persons subject to this Code who are required to make these reports and promptly inform each person of the requirements of this Code;

3. compare, on a quarterly basis, all Covered Securities transactions within the previous quarter with each Client's completed portfolio transactions to determine whether a Code violation may have occurred;

4. maintain a signed acknowledgement by each person who is then subject to this Code, in the form of Attachment B; and

B. POTENTIAL TRADE CONFLICT

When there appears to be a transaction that conflicts with the Code, the Review Officer shall request an explanation of the person's transaction. If after post-trade review, it is determined that there has been a violation of the Code, a report will be made by the designated Review Officer with a recommendation of appropriate action to Edgewood's Board of Managers.

C. REQUIRED RECORDS

The Review Officer shall maintain:

1. a copy of any code of ethics adopted by Edgewood which has been in effect during the previous five (5) years in an easily accessible place;

2. a record of any violation of any code of ethics and of any actions taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the violation occurs;

3. a copy of each report made by anyone subject to this Code for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;

4. a list of all persons who are, or within the past five years have been, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by Edgewood, in an easily accessible place;

5. a copy of each written report and certification required of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place; and

6. a record of any decision, and the reasons supporting the decisions, approving the acquisition by Access Persons of initial public offerings or privately placed securities for at least five
(5) years after the end of the fiscal year in which the approval is granted.

D. POST-TRADE REVIEW PROCESS

Following receipt of trade confirms and statements, transactions will be screened for potential violations of the Code, including the following:

1. Black List. Transactions by Access Persons in securities that are on the Black List requiring applicable pre-trade clearance.

2. Recommendations. Transactions by an Access Person for which the Access Person makes or participates in making a recommendation.

Edgewood Management LLC - Compliance Manual October 1 2017

3. Other activities. Transactions that may give the appearance that an Access Person has executed transactions not in accordance with this Code.

E. SUBMISSION TO FUND BOARD

The Review Officer shall annually prepare a written report to the Board of Directors of each Client that is a registered investment company that:

1. describes any issues under this Code or its procedures since the last report to the Board of Directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

2. certifies Edgewood has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code.

This written report may be in the form of quarterly questionnaires containing the same information as indicated above.

BS 10.18.17

LOOMIS, SAYLES & CO., L.P.

CODE OF ETHICS

POLICY ON PERSONAL TRADING AND
RELATED ACTIVITIES
BY LOOMIS SAYLES PERSONNEL

EFFECTIVE:
January 14, 2000

AS AMENDED:
August 9, 2017

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TABLE OF CONTENTS

1. INTRODUCTION ......................................................... 3
2. STATEMENT OF GENERAL PRINCIPLES ...................................... 3
3. A FEW KEY TERMS ...................................................... 4
3.1. Covered Security ................................................. 4
3.2. Beneficial Ownership ............................................. 5
3.3. Investment Control ............................................... 6
3.4. Maintaining Personal Accounts .................................... 7
4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING ......................... 8
4.1. Pre-clearance .................................................... 8
4.2. Good Until Canceled and Limit Orders ............................. 9
4.3. Short Term Trading Profits ....................................... 10
4.4. Restrictions on Round Trip Transactions in Loomis Advised Funds .. 10
4.5. Derivatives ...................................................... 11
4.6. Short Sales ...................................................... 11
4.7. Competing with Client Trades ..................................... 11
4.8. Large Cap/De Minimis Exemption ................................... 12
4.9. Investment Person Seven-Day Blackout Rule ........................ 12
4.10. Research Recommendations ...................................... 14
4.11. Initial Public Offerings ...................................... 15
4.12. Private Placement Transactions ................................ 15
4.13. Insider Trading ............................................... 15
4.14. Restricted and Concentration List ............................. 16
4.15. Loomis Sayles Hedge Funds ..................................... 17
4.16. Exemptions Granted by the Chief Compliance Officer ............ 17
5. PROHIBITED OR RESTRICTED ACTIVITIES .................................. 17
5.1. Public Company Board Service and Other Affiliations .............. 17
5.2. Participation in Investment Clubs and Private Pooled Vehicles .... 18
6. REPORTING REQUIREMENTS ............................................... 18

6.1.     Initial Holdings Reporting, Account Disclosure and
            Acknowledgement of Code .......................................   18
6.2.     Brokerage Confirmations and Brokerage Account Statements .........   19
6.3.     Quarterly Transaction Reporting and Account Disclosure ...........   20
6.4.     Annual Reporting .................................................   21
6.5.     Review of Reports by Chief Compliance Officer ....................   22
6.6.     Internal Reporting of Violations to the Chief Compliance Officer .   22
7.   SANCTIONS ............................................................   22
8.   RECORDKEEPING REQUIREMENTS ...........................................   23
9.   MISCELLANEOUS ........................................................   23
9.1.     Confidentiality ..................................................   23
9.2.     Disclosure of Client Trading Knowledge ...........................   24
9.3.     Notice to Access Persons, Investment Persons and Research
            Analysts as to Code Status ....................................   24
9.4.     Notice to Personal Trading Compliance of Engagement of
            Independent Contractors 24
9.5.     Questions and Educational Materials ..............................   24

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LOOMIS, SAYLES & CO., L.P.

CODE OF ETHICS

POLICY ON PERSONAL TRADING AND
RELATED ACTIVITIES

1. INTRODUCTION

This Code of Ethics ("Code") has been adopted by Loomis, Sayles & Co., L.P. ("Loomis Sayles") to govern certain conduct of Loomis Sayles' SUPERVISED PERSONS and personal trading in securities and related activities of those individuals who have been deemed ACCESS PERSONS thereunder, and under certain circumstances, those ACCESS PERSONS' family members and others in a similar relationship to them.

The policies in this Code reflect Loomis Sayles' desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.

2. STATEMENT OF GENERAL PRINCIPLES

It is the policy of Loomis Sayles that no ACCESS PERSON or SUPERVISED PERSON as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as ACCESS PERSONS) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles' clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and Rule 17j-1 there under. It is required that all ACCESS PERSONS must comply with all applicable laws, rules and regulations including, but not limited to the FEDERAL SECURITIES LAWS. The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.

Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by ACCESS PERSONS in the marketplace of securities owned by Loomis Sayles' clients, PROVIDED that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an ACCESS PERSON use the knowledge of COVERED SECURITIES purchased or sold by any client of Loomis Sayles or COVERED SECURITIES being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.

Improper trading activity can constitute a violation of the Code. The Code can also be violated by an ACCESS PERSON'S failure to file required reports, by making inaccurate or misleading

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reports or statements concerning trading activity, or by opening an account with a non-SELECT BROKER without proper approval as set forth in the Code.

It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles' clients' interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles' fiduciary duty to any of its clients.

You are encouraged to bring any questions you may have about the Code to
PERSONAL TRADING COMPLIANCE.

PERSONAL TRADING COMPLIANCE, the CHIEF COMPLIANCE OFFICER and the Loomis Sayles Ethics Committee will review the terms and provisions of the Code at least annually, and make amendments as necessary. Any amendments to the Code will be provided to you.

3. A FEW KEY TERMS

BOLDFACED terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the GLOSSARY at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms "COVERED SECURITY", "BENEFICIAL OWNERSHIP" and "INVESTMENT CONTROL" as used in the Code.

3.1. COVERED SECURITY

This Code generally relates to transactions in and ownership of an investment that is a COVERED SECURITY. Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs), any derivative, instrument representing, or any rights relating to, a COVERED SECURITY, and any closely related security (such as certificates of participation, depository receipts, collateral--trust certificates, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered COVERED SECURITIES under the Code.

Additionally, the shares of any investment company registered under the Investment Company Act and the shares of any collective investment vehicle ("CIV"), (e.g. SICAVs, OEICs, UCITs, etc.) that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate ("REPORTABLE FUNDS") are deemed to be COVERED SECURITIES for purposes of certain provisions of the Code. REPORTABLE FUNDS include open-end and closed-end funds and CIVs that are advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of REPORTABLE FUNDS is attached as EXHIBIT ONE and will be maintained on the firm's intranet site under the Legal and Compliance page.

EXPLANATORY NOTE: WHILE THE DEFINITION OF REPORTABLE FUNDS ENCOMPASSES
FUNDS OR CIVS THAT ARE ADVISED, SUB-ADVISED AND/OR
DISTRIBUTED BY NATIXIS AND ITS AFFILIATES, ONLY THOSE
FUNDS OR CIVS ADVISED OR SUB-ADVISED BY LOOMIS SAYLES
("LOOMIS ADVISED FUND") ARE SUBJECT TO CERTAIN TRADING
RESTRICTIONS OF THE CODE (SPECIFICALLY, THE SHORT-TERM
TRADING PROFIT AND ROUND TRIP TRANSACTION

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RESTRICTIONS). PLEASE REFER TO SECTION 4.3 AND 4.4 OF THE CODE FOR FURTHER EXPLANATION OF THESE TRADING RESTRICTIONS. ADDITIONALLY, EXHIBIT ONE DISTINGUISHES BETWEEN THOSE FUNDS AND CIVS THAT ARE ONLY SUBJECT TO REPORTING REQUIREMENTS UNDER THE CODE (ALL REPORTABLE FUNDS), AND THOSE THAT ARE SUBJECT TO BOTH THE REPORTING REQUIREMENTS AND THE AFOREMENTIONED TRADING RESTRICTIONS (LOOMIS ADVISED FUNDS).

Shares of exchange traded funds ("ETFs") and closed-end funds are deemed to be COVERED SECURITIES for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre-clearance requirements of the Code, are exempt from certain provisions of the Code ("EXEMPT ETFS"). A current list of EXEMPT ETFS is attached as EXHIBIT TWO and will be maintained on the firm's intranet site under the Legal and Compliance page.

EXPLANATORY NOTE: BROAD BASED OPEN-ENDED ETFS ARE DETERMINED BY PERSONAL
TRADING COMPLIANCE USING BLOOMBERG DATA.

All ACCESS PERSONS are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the lists of REPORTABLE FUNDS and EXEMPT ETFS are subject to change, it is ultimately the responsibility of all ACCESS PERSONS to review these lists which can be found in EXHIBIT(S) ONE AND TWO, prior to making an investment in a REPORTABLE FUND or ETF.

It should be noted that private placements, hedge funds and investment pools are deemed to be COVERED SECURITIES for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.12 and 5.2.

Please see EXHIBIT THREE for the application of the Code to a specific COVERED SECURITY or instrument, including exemptions from pre-clearance.

3.2. BENEFICIAL OWNERSHIP

The Code governs any COVERED SECURITY in which an Access Person has any direct or indirect "BENEFICIAL OWNERSHIP." BENEFICIAL OWNERSHIP for purposes of the Code means 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 COVERED SECURITY. 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 COVERED SECURITY, whether or not the COVERED SECURITY or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission ("SEC") rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:

o ownership of a COVERED SECURITY by your spouse or minor children;

o ownership of a COVERED SECURITY by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons;

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o ownership of a COVERED 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 COVERED SECURITIES held by a corporation, general or limited partnership or similar entity you control;

o your right to receive dividends or interest from a COVERED SECURITY even if that right is separate or separable from the underlying securities;

o your interest in a COVERED SECURITY held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and

o your right to acquire a COVERED SECURITY through the exercise or conversion of a "derivative COVERED SECURITY."

In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring BENEFICIAL OWNERSHIP and/or INVESTMENT CONTROL over accounts previously belonging to others. Therefore, any COVERED SECURITY, including REPORTABLE FUNDS, along with any account that holds or can hold a COVERED SECURITY, including REPORTABLE FUNDS, in which you have a BENEFICIAL OWNERSHIP and/or INVESTMENT CONTROL, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to PERSONAL TRADING COMPLIANCE promptly, and no later than the next applicable quarterly reporting period.

EXPLANATORY NOTE: ALL ACCOUNTS THAT HOLD OR CAN HOLD A COVERED SECURITY IN
WHICH AN ACCESS PERSON HAS BENEFICIAL OWNERSHIP ARE
SUBJECT TO THE CODE (SUCH ACCOUNTS INCLUDE, BUT ARE NOT
LIMITED TO, PERSONAL BROKERAGE ACCOUNTS, MUTUAL FUND
ACCOUNTS, ACCOUNTS OF YOUR SPOUSE, ACCOUNTS OF MINOR
CHILDREN LIVING IN YOUR HOUSEHOLD, FAMILY OF FUND
ACCOUNTS, TRANSFER AGENT ACCOUNTS HOLDING MUTUAL FUNDS OR
BOOK ENTRY SHARES, IRAS, 401KS, TRUSTS, DRIPS, ESOPS,
ETC).

Please see EXHIBIT FOUR for specific examples of the types of interests and accounts subject to the Code.

3.3. INVESTMENT CONTROL

The Code governs any COVERED SECURITY in which an ACCESS PERSON has direct or indirect "INVESTMENT CONTROL." The term INVESTMENT CONTROL encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or COVERED SECURITY.

You should know that you are PRESUMED under the Code to have INVESTMENT CONTROL as a result of having:

o INVESTMENT CONTROL (sole or shared) over your personal brokerage account(s);

o INVESTMENT CONTROL (sole or shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouse's assets (subject to the approval of the CHIEF COMPLIANCE OFFICER);

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o INVESTMENT CONTROL (sole or shared) over an account(s) in the name of any family member, friend or acquaintance;

o Involvement in an Investment Club;

o Trustee power over an account(s); and

o The existence and/or exercise of a power of attorney over an account.

Please see EXHIBIT FOUR for specific examples of the types of interests and accounts subject to the Code.

3.4. MAINTAINING PERSONAL ACCOUNTS

All ACCESS PERSONS who have personal accounts that hold or can hold COVERED SECURITIES in which they have direct or indirect INVESTMENT CONTROL AND BENEFICIAL OWNERSHIP are required to maintain such accounts at one of the following firms: Ameriprise, Bank of America/Merrill Lynch, Charles Schwab, Citi Personal Wealth Management, E*TRADE, Fidelity Investments, Interactive Brokers, Morgan Stanley Smith Barney, TD Ameritrade, Scottrade, UBS, Vanguard, or Wells Fargo (collectively, the "SELECT BROKERS"). Additionally, an ACCESS PERSON may only purchase and hold shares of REPORTABLE FUNDS through either: a SELECT BROKER; directly from the REPORTABLE FUND through its transfer agent, or through one or more of Loomis Sayles' retirement plans, unless an exception to the Select Broker requirement, as described below, is granted.

ALL ACCESS PERSONS MUST RECEIVE PRE-CLEARANCE APPROVAL FROM PERSONAL TRADING COMPLIANCE PRIOR TO THE OPENING OF ANY NEW PERSONAL ACCOUNTS THAT CAN HOLD COVERED SECURITIES IN WHICH THE ACCESS PERSON HAS DIRECT OR INDIRECT INVESTMENT CONTROL OR BENEFICIAL OWNERSHIP. THIS INCLUDES SELECT BROKER ACCOUNTS. IN ADDITION, THE OPENING OF ALL REPORTABLE ACCOUNTS MUST ALSO BE REPORTED TO PERSONAL TRADING COMPLIANCE AS SET FORTH IN SECTION 6.2 AND SECTION
6.3 OF THE CODE.

Finally, Access Persons must inform the SELECT BROKER or other financial institution of his/her association with Loomis Sayles during the account opening process.

Accounts in which the ACCESS PERSON only has either INVESTMENT CONTROL or BENEFICIAL OWNERSHIP; certain retirement accounts with an ACCESS PERSON'S prior employer; accounts managed by an outside adviser in which the ACCESS PERSON exercises no investment discretion; accounts in which the ACCESS PERSON'S spouse is employed by another investment firm and must abide by that firm's Code of Ethics; and/or the retirement accounts of an ACCESS PERSON'S spouse may be maintained with a firm other than the SELECT BROKERS upon the prior written approval of PERSONAL TRADING COMPLIANCE or the CHIEF COMPLIANCE OFFICER. ACCESS PERSONS are responsible for ensuring that PERSONAL TRADING COMPLIANCE receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly for non-Select Brokers. In addition, PERSONAL TRADING COMPLIANCe or the CHIEF COMPLIANCE OFFICER may grant exemptions to the SELECT BROKER requirement for accounts not used for general trading purposes such as ESOPs, DRIPs, securities held physically or in book entry form, family of fund accounts or situations in which the ACCESS PERSON has a reasonable hardship for maintaining their accounts with a SELECT BROKER.

In addition, ACCESS PERSONS with a residence outside the U.S., while not required to maintain their personal accounts with a SELECT BROKER, must seek approval from PERSONAL TRADING

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COMPLIANCE prior to establishing any personal account that holds or can hold COVERED SECURITIES in which they have direct or indirect INVESTMENT CONTROL or BENEFICIAL OWNERSHIP. Such ACCESS PERSONS are also responsible for ensuring that PERSONAL TRADING COMPLIANCE receives duplicate confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, or at least quarterly. All of the remaining requirements and restrictions of the Code apply to ACCESS PERSONS with a residence outside the U.S.

EXPLANATORY NOTE: WHILE CERTAIN ACCOUNTS MAY BE GRANTED AN EXEMPTION FROM
CERTAIN PROVISIONS OF THE CODE, INCLUSIVE OF THE SELECT
BROKER REQUIREMENT, THEY ARE STILL SUBJECT TO THE
REPORTING REQUIREMENTS OF THE CODE AND MAY BE SUBJECT
TO THE PRE- CLEARANCE REQUIREMENTS OF THE CODE (E.G.
JOINT ACCOUNTS) AS SET FORTH IN SECTION 4.1 OF THE
CODE. THE TERMS OF A SPECIFIC EXEMPTION WILL BE
OUTLINED IN AN EXEMPTION MEMORANDUM WHICH IS ISSUED TO
THE ACCESS PERSON BY PERSONAL TRADING COMPLIANCE. AN
ACCESS PERSON'S FAILURE TO ABIDE BY THE TERMS AND
CONDITIONS OF AN ACCOUNT EXEMPTION ISSUED BY PERSONAL
TRADING COMPLIANCE COULD RESULT IN A VIOLATION OF THE
CODE.

4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING

The following are substantive prohibitions and restrictions on ACCESS PERSONS' personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding COVERED SECURITIES in which an ACCESS PERSON has BENEFICIAL OWNERSHIP AND INVESTMENT CONTROL.

4.1. PRE-CLEARANCE

Each ACCESS PERSON must pre-clear through the PTA Pre-clearance System ("PTA") all VOLITIONAL transactions in COVERED SECURITIES (i.e. transactions in which the ACCESS PERSON has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has INVESTMENT CONTROL AND in which he or she has or would acquire BENEFICIAL OWNERSHIP. Exceptions to the pre-clearance requirement include, but are not limited to: Open-ended mutual funds and CIVs meeting the criteria described below, EXEMPT ETFS listed in EXHIBIT TWO, and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in EXHIBIT(S)
THREE AND FIVE.

EXPLANATORY NOTE: A CIV IS EXEMPT FROM PRE-CLEARANCE UNDER THE FOLLOWING
CONDITIONS: ISSUES SHARES THAT SHAREHOLDERS HAVE THE
RIGHT TO REDEEM ON DEMAND; CALCULATES AN NAV ON A DAILY
BASIS IN A MANNER CONSISTENT WITH THE PRINCIPLES OF
SECTION 2(A)(41) OF THE 1940 ACT AND RULE 2A-4
THEREUNDER; ISSUES AND REDEEMS SHARES AT THE NAV NEXT
DETERMINED AFTER RECEIPT OF THE RELEVANT PURCHASE OR
REDEMPTION ORDER CONSISTENT WITH THE "FORWARD PRICING"
PRINCIPLES OF RULE 22C-1 UNDER THE 1940 ACT; AND THERE
IS NO SECONDARY MARKET FOR THE SHARES OF THE CIV.

EXPLANATORY NOTE: FUTURES, OPTIONS AND SWAP TRANSACTIONS IN COVERED
SECURITIES MUST BE MANUALLY PRE-CLEARED BY PERSONAL
TRADING COMPLIANCE SINCE PTA CANNOT HANDLE SUCH
TRANSACTIONS. INITIAL PUBLIC OFFERINGS, PRIVATE PLACEMENT

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TRANSACTIONS, INCLUDING HEDGE FUNDS WHETHER OR NOT THEY ARE ADVISED, SUB- ADVISED, OR DISTRIBUTED BY LOOMIS SAYLES OR A NATIXIS INVESTMENT ADVISER, PARTICIPATION IN INVESTMENT CLUBS AND PRIVATE POOLED VEHICLES REQUIRE SPECIAL PRE-CLEARANCE AS DETAILED UNDER SECTIONS 4.11,
4.12 AND 5.2 OF THE CODE.

EXPLANATORY NOTE: BROAD BASED OPEN-ENDED ETFS WITH EITHER A MARKET
CAPITALIZATION EXCEEDING $1BILLION OR AN AVERAGE DAILY
TRADING VOLUME EXCEEDING 1 MILLION SHARES (OVER A 90
DAY PERIOD); OPTIONS ON SUCH ETFS, OPTIONS ON THE
INDICES OF SUCH ETFS; AND ETFS THAT INVEST 80% OF THEIR
ASSETS IN SECURITIES THAT ARE NOT SUBJECT TO THE
PRE-CLEARANCE REQUIREMENTS OF THE CODE, ARE EXEMPT FROM
THE PRE-CLEARANCE AND TRADING RESTRICTIONS SET FORTH IN
SECTIONS 4.1, 4.3, 4.5, 4.6, 4.7, 4.9, AND 4.10 OF THE
CODE. A LIST OF THE EXEMPT ETFS IS PROVIDED IN EXHIBIT
TWO OF THE CODE. ALL CLOSED END-FUNDS, CLOSED-END ETFS,
SECTOR BASED/NARROWLY DEFINED ETFS AND BROAD BASED
OPEN-ENDED ETFS WITH A MARKET CAPITALIZATION BELOW U.S.
$1 BILLION AND AN AVERAGE DAILY TRADING VOLUME BELOW 1
MILLION SHARES (OVER A 90 DAY PERIOD) ARE SUBJECT TO
THE PRE- CLEARANCE AND TRADING RESTRICTIONS DETAILED
UNDER SECTION 4 OF THE CODE. ALL CLOSED-END FUNDS AND
ETFS, INCLUDING THOSE EXEMPT ETFS AND THEIR ASSOCIATED
OPTIONS AS DESCRIBED ABOVE, ARE SUBJECT TO THE
REPORTING REQUIREMENTS DETAILED IN SECTION 6 OF THE
CODE.

Any transaction approved pursuant to the pre-clearance request procedures MUST BE EXECUTED BY THE END OF THE TRADING DAY ON WHICH IT IS APPROVED unless PERSONAL TRADING COMPLIANCE extends the pre-clearance for an additional trading day. If the ACCESS PERSON'S trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the pre-clearance will lapse and the ACCESS PERSON may not trade without again seeking and obtaining pre-clearance of the intended trade.

For ACCESS PERSONS with a U.S. residence, pre-clearance requests can only be submitted through PTA and/or to PERSONAL TRADING COMPLIANCE Monday -- Friday from 9:30am-4:00pm Eastern Standard Time. ACCESS PERSONS with a residence outside the U.S. will be given separate pre-clearance guidelines instructing them on the availability of PTA and PERSONAL TRADING COMPLIANCE support hours.

If after pre-clearance is given and before it has lapsed, an ACCESS PERSON becomes aware that a COVERED SECURITY as to which he or she obtained pre-clearance has become the subject of a buy or sell order or is being considered for purchase or sale for a client account, the ACCESS PERSON who obtained the pre-clearance must consider the pre-clearance revoked AND MUST NOTIFY PERSONAL TRADING COMPLIANCE IMMEDIATELY. If the transaction has already been executed before the ACCESS PERSON becomes aware of such facts, no violation will be considered to have occurred as a result of the ACCESS PERSON'S transaction.

If an ACCESS PERSON has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the ACCESS PERSON'S transaction from being considered in violation of the Code. The CHIEF COMPLIANCE OFFICER or PERSONAL TRADING COMPLIANCE may deny or revoke pre-clearance for any reason that is deemed to be consistent with the spirit of the Code.

4.2. GOOD UNTIL CANCELED AND LIMIT ORDERS

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No ACCESS PERSON shall place a "good until canceled," "limit" or equivalent order with his/her broker except that an ACCESS PERSON may utilize a "day order with a limit" so long as the transaction is consistent with provisions of this Code, including the pre-clearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by PERSONAL TRADING COMPLIANCE.

4.3. SHORT TERM TRADING PROFITS

No ACCESS PERSON may profit from the VOLITIONAL purchase and sale, OR conversely the VOLITIONAL sale and purchase, of the same or equivalent COVERED SECURITY (including LOOMIS ADVISED FUNDS) within 60 calendar days (unless the sale involved shares of a COVERED SECURITY that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from PERSONAL TRADING COMPLIANCE.

An ACCESS PERSON may sell a COVERED SECURITY (including LOOMIS ADVISED FUNDS) or cover an existing short position at a loss within 60 calendar days. Such requests must be submitted through the PTA System and to PERSONAL TRADING COMPLIANCE for approval because the PTA System does not have the capability to determine whether the COVERED SECURITY will be sold at a gain or a loss.

EXPLANATORY NOTE: FOR PURPOSES OF CALCULATING THE 60 DAY HOLDING PERIOD,
THE TRADE DATE OF A GIVEN PURCHASE OR SALE IS DEEMED TO
BE DAY ZERO. 60 FULL DAYS MUST PASS BEFORE AN ACCESS
PERSON CAN TRADE THAT SAME COVERED SECURITY FOR A
PROFIT AND THEREFORE, ALLOWING THE ACCESS PERSON TO DO
SO ON THE 61ST DAY.

EXPLANATORY NOTE: THE SHORT TERM TRADING PROFITS PROVISION IS APPLICABLE TO
TRANSACTIONS THAT ARE EXECUTED ACROSS ALL OF AN ACCESS
PERSON'S ACCOUNTS. FOR EXAMPLE, IF AN ACCESS PERSON
SOLD SHARES OF ABC IN HIS/HER FIDELITY BROKERAGE
ACCOUNT TODAY, THAT ACCESS PERSON WOULD NOT BE ALLOWED
TO BUY SHARES OF ABC IN HIS/HER CHARLES SCHWAB IRA
ACCOUNT AT A LOWER PRICE WITHIN 60 DAYS FOLLOWING THE
SALE.

EXPLANATORY NOTE: PLEASE REFER TO EXHIBIT ONE FOR A CURRENT LIST OF LOOMIS
ADVISED FUNDS. PLEASE ALSO NOTE THAT ALL CLOSED-END FUNDS
ARE SUBJECT TO THE TRADING RESTRICTIONS OF SECTION 4.3 OF
THE CODE.

4.4. RESTRICTIONS ON ROUND TRIP TRANSACTIONS IN LOOMIS ADVISED FUNDS

In addition to the 60 day holding period requirement for purchases and sales of LOOMIS ADVISED FUNDS, an ACCESS PERSON is prohibited from purchasing, selling and then re-purchasing shares of the same LOOMIS ADVISED FUND within a 90 day period ("Round Trip Restriction"). The Round Trip Restriction does not limit the number of times an ACCESS PERSON can purchase a LOOMIS ADVISED FUND or sell a LOOMIS ADVISED FUND during a 90 day period. In fact, subject to the holding period requirement described above, an ACCESS PERSON can purchase a LOOMIS ADVISED FUND (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an ACCESS PERSON cannot then reacquire a position in the same LOOMIS ADVISED FUND previously sold within the same 90 day period.

The Round Trip Restriction will only apply to VOLITIONAL transactions in LOOMIS ADVISED FUNDS. Therefore, shares of LOOMIS ADVISED FUNDS acquired through a dividend reinvestment or

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dollar cost averaging program, and automatic monthly contributions to the firm's 401K plan will not be considered when applying the Round Trip Restriction.

Finally, all VOLITIONAL purchase and sale transactions of LOOMIS ADVISED FUNDS, in any share class and in ANY employee account (i.e., direct account with the LOOMIS ADVISED FUND, Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip Restriction.

EXPLANATORY NOTE: ONLY LOOMIS ADVISED FUNDS ARE SUBJECT TO SECTION 4.4 OF
THE CODE. PLEASE REFER TO EXHIBIT ONE FOR A CURRENT LIST
OF LOOMIS ADVISED FUNDS.

4.5. DERIVATIVES

No ACCESS PERSON shall use derivatives, including but not limited, to options, futures, swaps or warrants on a COVERED SECURITY to evade the restrictions of the Code. In other words, no ACCESS PERSON may use derivative transactions with respect to a COVERED SECURITY if the Code would prohibit the ACCESS PERSON from taking the same position directly in the underlying COVERED SECURITY.

EXPLANATORY NOTE: WHEN TRANSACTING IN DERIVATIVES, ACCESS PERSONS MUST
PRE-CLEAR THE DERIVATIVE AND THE UNDERLYING SECURITY IN
PTA AS WELL AS RECEIVE MANUAL APPROVAL FROM PERSONAL
TRADING COMPLIANCE BEFORE EXECUTING THEIR TRANSACTION.
PLEASE NOTE THAT OPTIONS ON EXEMPT ETFS AND THE
UNDERLYING INDEX OF THE ETF, AS WELL AS FUTURES ON
CURRENCIES, COMMODITIES, CASH INSTRUMENTS (SUCH AS
LOANS OR DEPOSITS), STOCK INDEXES AND INTEREST RATES DO
NOT REQUIRE PRE-CLEARANCE. FOR MORE DETAILED
INFORMATION, PLEASE SEE SECTION 4.1 OF THE CODE.

4.6. SHORT SALES

No ACCESS PERSON may purchase a put option, sell a call option, sell a COVERED SECURITY short or otherwise take a short position in a COVERED SECURITY then being held long in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.

EXPLANATORY NOTE: IF AN ACCESS PERSON SEEKS PRE-CLEARANCE TO PURCHASE A
PUT OPTION OR SELL A CALL OPTION TO HEDGE AN EXISTING
LONG POSITION IN THE SAME UNDERLYING SECURITIES, PTC
WILL COMPARE THE VALUE OF THE UNDERLYING LONG POSITION
TO THE OPTION TO DETERMINE WHETHER THE ACCESS PERSON'S
NET POSITION WOULD BE LONG OR SHORT. IF SHORT, THE
OPTION TRANSACTION WILL BE DENIED.

4.7. COMPETING WITH CLIENT TRADES

Except as set forth in Section 4.8, an ACCESS PERSON may not, directly or indirectly, purchase or sell a COVERED SECURITY (REPORTABLE FUNDS are not subject to this rule.) when the ACCESS PERSON knows, or reasonably should have known, that such COVERED SECURITIES transaction competes in the market with any actual or considered COVERED SECURITIES transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles client's COVERED SECURITIES transactions.

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Generally pre-clearance will be DENIED if:

o a COVERED SECURITY or a closely related COVERED SECURITY is the subject of a pending "buy" or "sell" order for a Loomis Sayles client until that buy or sell order is executed or withdrawn.

o the COVERED SECURITY is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale.

The PTA System has the information necessary to deny pre-clearance if any of these situations apply. Therefore, if you receive an approval in PTA, you may assume the COVERED SECURITY is not being considered for purchase or sale for a client account UNLESS you have actual knowledge to the contrary, in which case the pre-clearance you received is null and void. For COVERED SECURITIES requiring manual pre-clearance (i.e. futures, options and other derivative transactions in COVERED SECURITIES), the applicability of such restrictions will be determined by PERSONAL TRADING COMPLIANCE upon the receipt of the pre-clearance request.

4.8. LARGE CAP/DE MINIMIS EXEMPTION

An ACCESS PERSON who wishes to make a trade in a COVERED SECURITY that would otherwise be denied pre-clearance solely because the COVERED SECURITY is under consideration or pending execution for a client, as provided in Section 4.7, will nevertheless receive approval when submitted for pre-clearance provided that:

o the issuer of the COVERED SECURITY in which the ACCESS PERSON wishes to transact has a market capitalization exceeding U. S. $5 billion (a "Large Cap Security"); AND

o the AGGREGATE amount of the ACCESS PERSON'S transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD.

Such transactions will be subject to all other provisions of the Code.

4.9. INVESTMENT PERSON SEVEN-DAY BLACKOUT RULE

No INVESTMENT PERSON shall, directly or indirectly, purchase or sell any COVERED SECURITY (REPORTABLE FUNDS are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) BEFORE and AFTER the date that a Loomis Sayles client, with respect to which he or she has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity, has purchased or sold such COVERED SECURITY or a closely related COVERED SECURITY. It is ultimately the INVESTMENT PERSON'S responsibility to understand the rules and restrictions of the Code and to know what COVERED SECURITIES are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.

EXPLANATORY NOTE: THE "SEVEN DAYS BEFORE" ELEMENT OF THIS RESTRICTION IS
BASED ON THE PREMISE THAT AN INVESTMENT PERSON WHO HAS
THE ABILITY TO INFLUENCE INVESTMENT DECISIONS OR HAS
PRIOR INVESTMENT KNOWLEDGE REGARDING ASSOCIATED CLIENT

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ACTIVITY CAN NORMALLY BE EXPECTED TO KNOW, UPON EXECUTION OF HIS OR HER PERSONAL TRADE, WHETHER ANY CLIENT AS TO WHICH HE OR SHE IS ASSOCIATED, HAS TRADED, OR WILL BE TRADING IN THE SAME OR CLOSELY RELATED COVERED SECURITY WITHIN SEVEN DAYS OF HIS OR HER PERSONAL TRADE. FURTHERMORE, AN INVESTMENT PERSON WHO HAS THE ABILITY TO INFLUENCE INVESTMENT DECISIONS HAS A FIDUCIARY OBLIGATION TO RECOMMEND AND/OR AFFECT SUITABLE AND ATTRACTIVE TRADES FOR CLIENTS REGARDLESS OF WHETHER SUCH TRADES MAY CAUSE A PRIOR PERSONAL TRADE TO BE CONSIDERED AN APPARENT VIOLATION 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 A CLIENT ACCOUNT IN ORDER TO AVOID A CONFLICT WITH THIS RESTRICTION.

IT IS UNDERSTOOD THAT THERE MAY BE PARTICULAR CIRCUMSTANCES (I.E. NEWS ON AN ISSUER, A CLIENT INITIATED LIQUIDATION, SUBSCRIPTION OR REBALANCING) THAT MAY OCCUR AFTER AN INVESTMENT PERSON'S PERSONAL TRADE WHICH GIVES RISE TO AN OPPORTUNITY OR NECESSITY FOR AN ASSOCIATED CLIENT TO TRADE IN THAT COVERED SECURITY WHICH DID NOT EXIST OR WAS NOT ANTICIPATED BY THAT PERSON AT THE TIME OF THAT PERSON'S PERSONAL TRADE. PERSONAL TRADING COMPLIANCE WILL REVIEW ALL EXTENUATING CIRCUMSTANCES WHICH MAY WARRANT THE WAIVING OF ANY REMEDIAL ACTIONS IN A PARTICULAR SITUATION INVOLVING AN INADVERTENT VIOLATION OF THIS RESTRICTION. IN SUCH CASES, AN EXCEPTION TO THE INVESTMENT PERSON SEVEN-DAY BLACKOUT RULE WILL BE GRANTED UPON APPROVAL BY THE CHIEF COMPLIANCE OFFICER.

THE CHIEF COMPLIANCE OFFICER, OR DESIGNEE THEREOF, MAY GRANT A WAIVER OF THE INVESTMENT PERSON SEVEN-DAY BLACKOUT RULE IF THE INVESTMENT PERSON'S PROPOSED TRANSACTION IS CONFLICTING WITH CLIENT "CASH FLOW" TRADING IN THE SAME SECURITY (I.E., PURCHASES OF A BROAD NUMBER OF PORTFOLIO SECURITIES IN ORDER TO INVEST A CAPITAL ADDITION TO THE ACCOUNT OR SALES OF A BROAD NUMBER OF SECURITIES IN ORDER TO GENERATE PROCEEDS TO SATISFY A CAPITAL WITHDRAWAL FROM THE ACCOUNT). SUCH "CASH FLOW" TRANSACTIONS ARE DEEMED TO BE NON- VOLITIONAL AT THE SECURITY LEVEL SINCE THEY DO NOT CHANGE THE WEIGHTING OF THE SECURITY BEING PURCHASED OR SOLD IN THE CLIENT'S PORTFOLIO.

EXPLANATORY NOTE: THE TRADE DATE OF AN INVESTMENT PERSON'S PURCHASE OR
SALE IS DEEMED TO BE DAY ZERO. ANY ASSOCIATED CLIENT
TRADE ACTIVITY EXECUTED, IN EITHER THAT COVERED
SECURITY OR A CLOSELY RELATED COVERED SECURITY, 7 FULL
CALENDAR DAYS BEFORE OR AFTER AN ACCESS PERSON'S TRADE
WILL BE CONSIDERED A VIOLATION OF THE INVESTMENT PERSON
SEVEN-DAY BLACKOUT RULE. FOR EXAMPLE, IF A CLIENT
ACCOUNT PURCHASED SHARES OF COMPANY ABC ON MAY 4TH, ANY
ACCESS PERSON WHO IS ASSOCIATED WITH THAT CLIENT
ACCOUNT CANNOT TRADE ABC IN A PERSONAL ACCOUNT UNTIL
MAY 12TH WITHOUT CAUSING A POTENTIAL CONFLICT WITH THE
INVESTMENT PERSON SEVEN-DAY BLACKOUT RULE.

EXPLANATORY NOTE: WHILE THE INVESTMENT PERSON SEVEN-DAY BLACKOUT RULE IS
DESIGNED TO ADDRESS CONFLICTS BETWEEN INVESTMENT
PERSONS AND THEIR CLIENTS, IT IS THE FIDUCIARY
OBLIGATION OF ALL ACCESS PERSONS TO NOT AFFECT TRADES
IN THEIR PERSONAL ACCOUNT IF THEY HAVE PRIOR KNOWLEDGE
OF CLIENT TRADING OR PENDING TRADING ACTIVITY IN THE
SAME OR EQUIVALENT SECURITIES. THE PERSONAL TRADE
ACTIVITY OF ALL ACCESS PERSONS IS MONITORED BY PERSONAL
TRADING COMPLIANCE FOR POTENTIAL CONFLICTS WITH CLIENT
TRADING ACTIVITY.

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4.10. RESEARCH RECOMMENDATIONS

The Loomis Sayles Fixed Income RESEARCH ANALYSTS issue "Buy," "Sell," and "Hold" recommendations on the fixed income securities that they cover. The Loomis Sayles Equity Research Analysts issue price targets and other types of recommendations on the companies they cover, and certain Equity products have their own research analysts that provide recommendations to their respective investment teams. Collectively the fixed income and equity recommendations and equity price targets are hereinafter referred to as "Recommendations".

RECOMMENDATIONS are intended to be used for the benefit of the firm's clients. It is also understood ACCESS PERSONS may use RECOMMENDATIONS as a factor in the investment decisions they make in their personal and other brokerage accounts that are covered by the Code. The fact that RECOMMENDATIONS may be used by the firm's investment teams for client purposes and ACCESS PERSONS may use them for personal reasons creates a potential for conflicts of interests. Therefore, the following rules apply to RECOMMENDATIONS:

o During the three (3) business day period BEFORE a RESEARCH ANALYST issues a recommendation on a COVERED SECURITY, that the RESEARCH ANALYST has reason to believe that his/her RECOMMENDATION is likely to result in client trading in the COVERED SECURITY, the RESEARCH ANALYST may not purchase or sell said COVERED SECURITY for any of his/her personal brokerage accounts or other accounts covered by the Code.

EXPLANATORY NOTE:   IT IS UNDERSTOOD THAT THERE MAY BE PARTICULAR CIRCUMSTANCES
                    SUCH AS A NEWS RELEASE, CHANGE OF CIRCUMSTANCE OR SIMILAR
                    EVENT THAT MAY OCCUR AFTER A RESEARCH ANALYST'S PERSONAL
                    TRADE WHICH GIVES RISE TO A NEED, OR MAKES IT APPROPRIATE,
                    FOR THE RESEARCH ANALYST TO ISSUE A RECOMMENDATION ON SAID
                    COVERED SECURITY. A RESEARCH ANALYST HAS AN AFFIRMATIVE DUTY
                    TO MAKE UNBIASED RECOMMENDATIONS AND ISSUE REPORTS, BOTH
                    WITH RESPECT TO THEIR TIMING AND SUBSTANCE, WITHOUT REGARD
                    TO HIS OR HER PERSONAL INTEREST IN THE COVERED SECURITY. IT
                    WOULD CONSTITUTE A BREACH OF A RESEARCH ANALYST'S FIDUCIARY
                    DUTY AND A VIOLATION OF THIS CODE TO DELAY OR FAIL TO ISSUE
                    A RECOMMENDATION IN ORDER TO AVOID A CONFLICT WITH THIS
                    RESTRICTION. PERSONAL TRADING COMPLIANCE WILL REVIEW ANY
                    EXTENUATING CIRCUMSTANCES WHICH MAY WARRANT THE WAIVING OF
                    ANY REMEDIAL SANCTIONS IN A PARTICULAR SITUATION INVOLVING
                    AN INADVERTENT VIOLATION OF THIS RESTRICTION.

o ACCESS PERSONS are prohibited from using a RECOMMENDATION for purposes of transacting in the COVERED SECURITY covered by the RECOMMENDATION in their personal accounts and other accounts covered by the Code until such time Loomis Sayles' clients have completed their transactions in said securities in order to give priority to Loomis Sayles' clients' best interests.

EXPLANATORY NOTE:   PERSONAL TRADING COMPLIANCE utilizes various automated
                    reports to monitor ACCESS PERSONS' trading in COVERED
                    SECURITIES relative to RECOMMENDATIONS and associated client
                    transactions. It also has various tools to determine whether
                    a RECOMMENDATION has been reviewed by an ACCESS PERSON. An
                    ACCESS PERSON'S trading in a COVERED SECURITY following a
                    RECOMMENDATION and subsequent


                                         - 14 -

                    client trading in the same security and in the same
                    direction will be deemed a violation of the Code unless
                    PERSONAL TRADING COMPLIANCE determines otherwise.

4.11. INITIAL PUBLIC OFFERINGS

Investing in INITIAL PUBLIC OFFERINGS of COVERED SECURITIES is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouse's employment compensation. No ACCESS PERSON may, directly or indirectly, purchase any securities sold in an INITIAL PUBLIC OFFERING without obtaining prior written approval from the CHIEF COMPLIANCE OFFICER.

4.12. PRIVATE PLACEMENT TRANSACTIONS

No ACCESS PERSON may, directly or indirectly, purchase any COVERED SECURITY offered and sold pursuant to a PRIVATE PLACEMENT TRANSACTION, including hedge funds, without obtaining the advance written approval of PERSONAL TRADING COMPLIANCE, the CHIEF COMPLIANCE OFFICER AND the applicable ACCESS PERSON'S supervisor or other appropriate member of senior management. In addition to addressing potential conflicts of interest between the ACCESS PERSON'S PRIVATE PLACEMENT TRANSACTION and the firm's clients' best interests, the pre-clearance of PRIVATE PLACEMENTS is designed to determine whether the ACCESS PERSON may come into possession of material non-public information ("MNPI") on a publically traded company as a result of the PRIVATE PLACEMENT.

A PRIVATE PLACEMENT TRANSACTION approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under 'Personal Trading Compliance Forms'.

EXPLANATORY NOTE:   IF YOU HAVE BEEN AUTHORIZED TO ACQUIRE A COVERED SECURITY
                    IN A PRIVATE PLACEMENT TRANSACTION, YOU MUST DISCLOSE TO
                    PERSONAL TRADING COMPLIANCE IF YOU ARE INVOLVED IN A
                    CLIENT'S SUBSEQUENT CONSIDERATION OF AN INVESTMENT IN THE
                    ISSUER OF THE PRIVATE PLACEMENT, EVEN IF THAT INVESTMENT
                    INVOLVES A DIFFERENT TYPE OR CLASS OF COVERED SECURITY. IN
                    SUCH CIRCUMSTANCES, THE DECISION TO PURCHASE SECURITIES OF
                    THE ISSUER FOR A CLIENT MUST BE INDEPENDENTLY REVIEWED BY AN
                    INVESTMENT PERSON WITH NO PERSONAL INTEREST IN THE ISSUER.

The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved PRIVATE PLACEMENT, must receive pre-clearance approval from the CHIEF COMPLIANCE OFFICER. In addition, ALL transactions in PRIVATE PLACEMENTS must be reported quarterly and annually as detailed in Section 6 of the Code.

EXPLANATORY NOTE:   TO SUBMIT A PRE-CLEARANCE REQUEST FOR SUBSEQUENT TRADE
                    ACTIVITY IN A PRIVATE PLACEMENT, ACCESS PERSONS MUST
                    COMPLETE THE AUTOMATED PRIVATE PLACEMENT PRE-CLEARANCE FORM
                    WHICH WILL BE REVIEWED BY PERSONAL TRADING COMPLIANCE TO
                    ENSURE THERE ARE NO CONFLICTS WITH ANY UNDERLYING CODE
                    PROVISIONS INCLUDING THE SHORT-TERM TRADING RULE.

4.13. INSIDER TRADING

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At the start of an ACCESS PERSON'S engagement with Loomis Sayles, and annually thereafter, each ACCESS PERSON must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firm's policy is to refrain from trading or recommending trading when in the possession of MNPI.

Some examples of MNPI may include:

o Earnings estimates or dividend changes

o Positive or negative forthcoming news about an issuer

o Supplier discontinuanceso Mergers or acquisitions

If an ACCESS PERSON receives or believes that he/she may have received MNPI with respect to a company, the Access Person MUST contact the CHIEF COMPLIANCE OFFICER or General Counsel immediately, and MUST NOT:

o purchase or sell that security in question, including any derivatives of that security;

o recommend the purchase or sale of that security, including any derivatives of that security; oro relate the information to anyone other than the CHIEF COMPLIANCE OFFICER or General Counsel of Loomis Sayles.

If it has been determined that an ACCESS PERSON has obtained MNPI on a particular company, its securities will generally be placed on the firm's Restricted List thereby restricting trading by the firm's client accounts and ACCESS PERSONS. The only exception to this policy is with the approval of the CHIEF COMPLIANCE OFFICER or General Counsel of the firm, and then only in compliance with the firm's Firewall Procedures.

Separately, ACCESS PERSONS must inform PERSONAL TRADING COMPLIANCE if a spouse, partner and/or immediate family member ("RELATED PERSON") is an officer and/or director of a publicly traded company in order to enable PERSONAL TRADING COMPLIANCE to implement special pre-clearance procedures for said Access Persons in order to prevent insider trading in the RELATED PERSON'S company's securities.

ACCESS PERSONS should refer to the Loomis Sayles Insider Trading Policies and Procedures which are available on the Legal and Compliance homepage of the firm's Intranet, for complete guidance on dealing with MNPI.

4.14. RESTRICTED AND CONCENTRATION LIST

The Loomis Sayles Restricted and Concentration List ("Restricted List") is designed to restrict Loomis Sayles and/or ACCESS PERSONS from trading in or recommending, the securities of companies on the Restricted List for client and/or ACCESS PERSONS personal accounts. Companies may be added to the Restricted List if Loomis Sayles comes into possession of MNPI about a company. A company's securities can also be added to the Restricted List due to the size of the aggregate position Loomis Sayles' clients may have in the company. Finally, there may be regulatory and/or client contractual restrictions that may prevent Loomis Sayles from purchasing securities of its affiliates, and as a result, the securities of all publicly traded affiliates of Loomis Sayles will be added to the Restricted List. No conclusion should be drawn from the addition of an

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issuer to the Restricted List. THE RESTRICTED LIST IS CONFIDENTIAL, PROPRIETARY
INFORMATION WHICH MUST NOT BE DISTRIBUTED OUTSIDE OF THE FIRM.

At times, an ACCESS PERSON may have possession of MNPI on a specific company as a result of his/her being behind a firewall. In such cases, PERSONAL TRADING COMPLIANCE will create a specialized Restricted List in PTA for the ACCESS PERSON behind the wall in order to prevent trading in the company's securities until such time as the CHIEF COMPLIANCE OFFICER has deemed the information in the Access Person's possession to be in the public domain or no longer material.

If a security is added to either the Loomis Sayles firm-wide Restricted List or an individual or group ACCESS PERSON Restricted List, ACCESS PERSONS will be restricted from purchasing or selling all securities related to that issuer until such time as the security is removed from the applicable Restricted List. The PTA System has the information necessary to deny pre-clearance if these situations apply.

4.15. LOOMIS SAYLES HEDGE FUNDS

From time to time Loomis Sayles may manage hedge funds, and ACCESS PERSONS of Loomis Sayles, including the hedge fund's investment team and supervisors thereof may make personal investments in such hedge funds. At times, especially during the early stages of a new hedge fund, there may be a limited outside investors (i.e., clients and non-employee individual investors) in such funds. In order to mitigate the appearance that investing personally in a hedge fund can potentially be used as a way to benefit from certain trading practices that would otherwise be prohibited by the Code if ACCESS PERSONS engaged in such trading practices in their personal accounts, investment team members of a hedge fund they manage are individually required to limit their personal investments in such funds to no more than 20% of the hedge funds' total assets. In addition, the supervisor of a hedge fund investment team must limit his/her personal investment in such hedge fund to no more than 25% of the hedge fund's total assets.

By limiting the personal interests in the hedge fund by their investment teams and their supervisors in this manner, all of the portfolio trading activity of the Loomis Sayles hedge funds is deemed to be exempt from the pre-clearance and trading restrictions of the Code.

4.16. EXEMPTIONS GRANTED BY THE CHIEF COMPLIANCE OFFICER

Subject to applicable law, PERSONAL TRADING COMPLIANCE or the CHIEF COMPLIANCE OFFICER may from time to time grant exemptions, other than or in addition to those described in EXHIBIT FIVE, from the trading restrictions, pre-clearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employees, interns or independent contractors, and types of transactions or COVERED SECURITIES, where, in the opinion of the CHIEF COMPLIANCE OFFICER, such an exemption is appropriate in light of all the surrounding circumstances.

5. PROHIBITED OR RESTRICTED ACTIVITIES

5.1. PUBLIC COMPANY BOARD SERVICE AND OTHER AFFILIATIONS

To avoid conflicts of interest, MNPI and other compliance and business issues, Loomis Sayles prohibits ACCESS PERSONS from serving as officers or members of the board of any publicly traded entity. This prohibition does not apply to service as an officer or board member of any

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parent or subsidiary of the firm.

In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively Outside Activity(ies)), an ACCESS PERSON must obtain the advance written approval of PERSONAL TRADING COMPLIANCE, the CHIEF COMPLIANCE OFFICER AND the applicable ACCESS PERSON'S supervisor or other appropriate member of senior management.

An Outside Activity approval can be obtained by completing an automated Outside Activity Form which can be found on the Legal and Compliance Intranet Homepage under 'Personal Trading Compliance Forms'. In determining whether to approve such Outside Activity, PERSONAL TRADING COMPLIANCE and the CHIEF COMPLIANCE OFFICER will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles' ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles' or the ACCESS PERSON'S duties to clients.

EXPLANATORY NOTE:   EXAMPLES OF OUTSIDE ACTIVITIES INCLUDE, BUT ARE NOT LIMITED
                    TO, FAMILY BUSINESSES, ACTING AS AN OFFICER, PARTNER OR
                    TRUSTEE OF AN ORGANIZATION OR TRUST, POLITICAL POSITIONS,
                    SECOND JOBS, PROFESSIONAL ASSOCIATIONS, ETC. OUTSIDE
                    ACTIVITIES THAT ARE NOT COVERED BY THE CODE ARE ACTIVITIES
                    THAT INVOLVE A CHARITY OR FOUNDATION, AS LONG AS YOU DO NOT
                    PROVIDE INVESTMENT OR FINANCIAL ADVICE TO THE ORGANIZATION.
                    EXAMPLES WOULD INCLUDE: VOLUNTEER WORK, HOMEOWNERS'
                    ORGANIZATIONS (SUCH AS CONDOS OR COOP BOARDS), OR OTHER
                    CIVIC ACTIVITIES.

5.2. PARTICIPATION IN INVESTMENT CLUBS AND PRIVATE POOLED VEHICLES

No ACCESS PERSON shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of PERSONAL TRADING COMPLIANCE, the CHIEF COMPLIANCE OFFICER AND the applicable ACCESS PERSON'S supervisor or other appropriate member of senior management, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.

6. REPORTING REQUIREMENTS

6.1. INITIAL HOLDINGS REPORTING, ACCOUNT DISCLOSURE AND ACKNOWLEDGEMENT OF CODE

Within 10 days after becoming an ACCESS PERSON, each ACCESS PERSON must file with PERSONAL TRADING COMPLIANCE, a report of all COVERED SECURITIES holdings (including holdings of REPORTABLE FUNDS) in which such ACCESS PERSON has BENEFICIAL OWNERSHIP or INVESTMENT CONTROL. The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an ACCESS PERSON.

Additionally, within 10 days of becoming an ACCESS PERSON, such ACCESS PERSON must report all brokerage or other accounts that hold or can hold COVERED SECURITIES in which the ACCESS PERSON has BENEFICIAL OWNERSHIP OR INVESTMENT CONTROL. The information must be as of the date the person became an ACCESS PERSON. An ACCESS PERSON can satisfy these reporting requirements by providing PERSONAL TRADING COMPLIANCE with a current copy of his or her brokerage account or other account statements, which hold or can hold COVERED SECURITIES. An automated Initial Code of Ethics Certification and Disclosure Form can be found on the Legal and Compliance Intranet

- 18 -

Homepage under 'Personal Trading Compliance Forms'. This form must be completed and submitted to PERSONAL TRADING COMPLIANCE by the ACCESS PERSON within 10 days of becoming an ACCESS PERSON. The content of the Initial Holdings information must include, at a minimum, the title and type of security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held. With the exception of the Access Persons of Loomis Sayles' London and Singapore offices, newly hired ACCESS PERSONS must close existing non-Select brokerage accounts and transfer the assets to a SELECT BROKER within 30 days of their start date at Loomis Sayles, unless the ACCESS PERSON receives written approval from PERSONAL TRADING COMPLIANCE or the CHIEF COMPLIANCE OFFICER to maintain his/her account(s) at a non-Select Broker.

EXPLANATORY NOTE:   LOOMIS SAYLES TREATS ALL OF ITS EMPLOYEES AND CERTAIN
                    CONSULTANTS AS ACCESS PERSONS. THEREFORE, YOU ARE DEEMED TO
                    BE AN ACCESS PERSON AS OF THE FIRST DAY YOU BEGIN WORKING
                    FOR THE FIRM.

EXPLANATORY NOTE:   TYPES OF ACCOUNTS IN WHICH ACCESS PERSONS ARE REQUIRED TO
                    REPORT INCLUDE, BUT ARE NOT LIMITED TO: PERSONAL BROKERAGE
                    ACCOUNTS, MUTUAL FUND ACCOUNTS, ACCOUNTS OF YOUR SPOUSE,
                    ACCOUNTS OF MINOR CHILDREN LIVING IN YOUR HOUSEHOLD, FAMILY
                    OF FUND ACCOUNTS, TRANSFER AGENT ACCOUNTS HOLDING MUTUAL
                    FUNDS OR BOOK ENTRY SHARES, IRAS, 401KS, TRUSTS, DRIPS,
                    ESOPS ETC. THAT EITHER HOLD OR CAN HOLD COVERED SECURITIES
                    (INCLUDING REPORTABLE FUNDS). IN ADDITION, PHYSICALLY HELD
                    SHARES OF COVERED SECURITIES MUST ALSO BE REPORTED. AN
                    ACCESS PERSON SHOULD CONTACT PERSONAL TRADING COMPLIANCE IF
                    THEY ARE UNSURE AS TO WHETHER AN ACCOUNT OR PERSONAL
                    INVESTMENT IS SUBJECT TO REPORTING UNDER THE CODE SO THE
                    ACCOUNT OR INVESTMENT CAN BE PROPERLY REVIEWED.

At the time of the initial disclosure period, each ACCESS PERSON must also submit information pertaining to:

o His/her participation in any Outside Activity as described in
Section 5.1 of the Code;

o His/her participation in an Investment Club as described in
Section 5.2 of the Code;

o Holdings in PRIVATE PLACEMENTS including hedge funds; and

o A RELATED PERSON that is an officer and/or director of a publicly traded company; if any.

Upon becoming an ACCESS PERSON, each ACCESS PERSON will receive a copy of the Code, along with the Loomis Sayles Insider Trading Policies and Procedures and Loomis Sayles Gifts, Business Entertainment and Political Contributions Policies and Procedures. Within the 10 day initial disclosure period and annually thereafter, each ACCESS PERSON must acknowledge that he or she has received, read and understands the aforementioned policies and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of each.

6.2. BROKERAGE CONFIRMATIONS AND BROKERAGE ACCOUNT STATEMENTS

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Each ACCESS PERSON must notify PERSONAL TRADING COMPLIANCE IMMEDIATELY upon the opening of an account that holds or may hold COVERED SECURITIES (including REPORTABLE FUNDS), in which such ACCESS PERSON has BENEFICIAL OWNERSHIP or INVESTMENT CONTROL. In addition, if an account has been granted an exemption to the SELECT BROKER requirement and/or the account is unable to be added to the applicable SELECT BROKER'S daily electronic broker feed, which supplies PTA with daily executed confirms and positions, PERSONAL TRADING COMPLIANCE will instruct the broker dealer of the account to provide it with duplicate copies of the account's confirmations and statements. If the broker dealer cannot provide PERSONAL TRADING COMPLIANCE with confirms and statements, the ACCESS PERSON is responsible for providing PERSONAL TRADING COMPLIANCE with copies of such confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, but no less than quarterly. Upon the opening of an account, an automated Personal Account Information Form must be completed and submitted to PERSONAL TRADING COMPLIANCE. This form can be found on the Legal and Compliance Intranet Homepage under 'Personal Trading Compliance Forms'.

EXPLANATORY NOTE:   IF THE OPENING OF AN ACCOUNT IS NOT REPORTED IMMEDIATELY TO
                    PERSONAL TRADING COMPLIANCE, BUT IS REPORTED DURING THE
                    CORRESPONDING QUARTERLY CERTIFICATION PERIOD, AND THERE HAS
                    NOT BEEN ANY TRADE ACTIVITY IN THE ACCOUNT, THEN THE ACCESS
                    PERSON WILL BE DEEMED TO HAVE NOT VIOLATED ITS REPORTING
                    OBLIGATIONS UNDER THIS SECTION OF THE CODE.

EXPLANATORY NOTE:   FOR THOSE ACCOUNTS THAT ARE MAINTAINED AT A SELECT BROKER
                    AND ARE ELIGIBLE FOR THE BROKER'S DAILY ELECTRONIC CONFIRM
                    AND POSITION FEED, ACCESS PERSONS DO NOT NEED TO PROVIDE
                    DUPLICATE CONFIRMS AND STATEMENTS TO PERSONAL TRADING
                    COMPLIANCE. HOWEVER, IT IS THE ACCESS PERSON'S
                    RESPONSIBILITY TO ACCURATELY REVIEW AND CERTIFY THEIR
                    QUARTERLY TRANSACTIONS AND ANNUAL HOLDINGS INFORMATION IN
                    PTA, AND TO PROMPTLY NOTIFY PERSONAL TRADING COMPLIANCE IF
                    THERE ARE ANY DISCREPANCIES.

6.3. QUARTERLY TRANSACTION REPORTING AND ACCOUNT DISCLOSURE

Utilizing PTA, each ACCESS PERSON must file a report of all VOLITIONAL transactions in COVERED SECURITIES (including VOLITIONAL transactions in REPORTABLE FUNDS) made during each calendar quarterly period in which such ACCESS PERSON has, or by reason of such transaction acquires or disposes of, any BENEFICIAL OWNERSHIP of a COVERED SECURITY (even if such ACCESS PERSON has no direct or indirect INVESTMENT CONTROL over such COVERED SECURITY), or as to which the ACCESS PERSON has any direct or indirect INVESTMENT CONTROL (even if such ACCESS PERSON has no BENEFICIAL OWNERSHIP in such COVERED SECURITY). NON-VOLITIONAL transactions in COVERED SECURITIES (including REPORTABLE FUNDS) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are still subject to the Code's annual reporting requirements. If no transactions in any COVERED SECURITIES, required to be reported, were effected during a quarterly period by an ACCESS PERSON, such ACCESS PERSON shall nevertheless submit a report through PTA within the time frame specified below stating that no reportable securities transactions were affected. The following information will be available in electronic format for ACCESS PERSONS to verify on their Quarterly Transaction report:

The date of the transaction, the title of the security, ticker symbol or CUSIP, number of shares, and principal amount of each reportable security, nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the transaction, and the name of the broker, dealer or bank with which the transaction was effected. HOWEVER, THE ACCESS PERSON IS

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RESPONSIBLE FOR CONFIRMING THE ACCURACY OF THIS INFORMATION AND INFORMING PERSONAL TRADING COMPLIANCE IF HIS OR HER REPORTING INFORMATION IS INACCURATE OR INCOMPLETE.

With the exception of those accounts described in EXHIBIT FOUR, ACCESS PERSONS are also required to report each account that may hold or holds COVERED SECURITIES (including accounts that hold or may hold REPORTABLE FUNDS) in which such ACCESS PERSON has BENEFICIAL OWNERSHIP or INVESTMENT CONTROL that have been opened or closed during the reporting period. In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring BENEFICIAL OWNERSHIP and/or INVESTMENT CONTROL over accounts previously belonging to others. Therefore, any COVERED SECURITY, including REPORTABLE FUNDS, along with any account that holds or can hold a COVERED SECURITY, including REPORTABLE FUNDS, in which you have a BENEFICIAL OWNERSHIP and/or INVESTMENT CONTROL, as described in Section 3.2 and
Section 3.3 of the Code, resulting from marriage or other life event must be reported to PERSONAL TRADING COMPLIANCE promptly, and no later than the next applicable quarterly reporting period.

Every quarterly report must be submitted no later than thirty (30) calendar days after the close of each calendar quarter.

6.4. ANNUAL REPORTING

On an annual basis, as of a date specified by PERSONAL TRADING COMPLIANCE, each ACCESS PERSON must file with PERSONAL TRADING COMPLIANCE a dated annual certification which identifies all holdings in COVERED SECURITIES (including REPORTABLE FUNDS) in which such ACCESS PERSON has BENEFICIAL OWNERSHIP and/or INVESTMENT CONTROL. This reporting requirement also applies to shares of COVERED SECURITIES, including shares of REPORTABLE FUNDS that were acquired during the year in NON-VOLITIONAL transactions. Additionally, each ACCESS PERSON must identify all personal accounts which hold or may hold COVERED SECURITIES (including REPORTABLE FUNDS), in which such ACCESS PERSON has BENEFICIAL OWNERSHIP and/or INVESTMENT CONTROL. The information in the Annual Package shall reflect holdings in the ACCESS PERSON'S account(s) that are current as of a date specified by PERSONAL TRADING COMPLIANCE. The following information will be available in electronic format for ACCESS PERSONS to verify on the Annual Holdings report:

The title of the security, the ticker symbol or CUSIP, number of shares, and principal amount of each COVERED SECURITY (including REPORTABLE FUNDS) and the name of any broker, dealer or bank with which the securities are held. HOWEVER, THE ACCESS PERSON IS RESPONSIBLE FOR CONFIRMING THE ACCURACY OF THIS INFORMATION AND INFORMING PERSONAL TRADING COMPLIANCE IF HIS OR HER REPORTING INFORMATION IS INACCURATE OR INCOMPLETE.

Furthermore, on an annual basis, each ACCESS PERSON must acknowledge and certify that during the past year he/she has received, read, understood and complied with the Code, Insider Trading Policies and Procedures, and the Policies and Procedures on Gifts, Business Entertainment, and Political Contributions, except as otherwise disclosed in writing to PERSONAL TRADING COMPLIANCE or the CHIEF COMPLIANCE OFFICER. Finally, as part of the annual certification, each ACCESS PERSON must acknowledge and confirm any Outside Activities in which he or she currently participates and any Related Person that is an officer and/or director of a publicly traded company.

All material changes to the Code will be promptly distributed to Access Persons, and also be distributed to SUPERVISED PERSONS on a quarterly basis. On an annual basis, Supervised Persons will be asked to acknowledge his/her receipt, understanding of and compliance with the Code.

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Every annual report must be submitted no later than (45) calendar days after the date specified by PERSONAL TRADING COMPLIANCE.

6.5. REVIEW OF REPORTS BY CHIEF COMPLIANCE OFFICER

The CHIEF COMPLIANCE OFFICER shall establish procedures as the CHIEF COMPLIANCE OFFICER may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by ACCESS PERSONS and to report any violations thereof to all necessary parties.

6.6. INTERNAL REPORTING OF VIOLATIONS TO THE CHIEF COMPLIANCE OFFICER

Prompt internal reporting of any violation of the Code to the CHIEF COMPLIANCE OFFICER or PERSONAL TRADING COMPLIANCE is required under Rule 204A-1. While the daily monitoring process undertaken by PERSONAL TRADING COMPLIANCE is designed to identify any violations of the Code and handle any such violations promptly, ACCESS PERSONS and SUPERVISED PERSONS are required to promptly report any violations they learn of resulting from either their own conduct or those of other ACCESS PERSONS or SUPERVISED PERSONS to the CHIEF COMPLIANCE OFFICER or PERSONAL TRADING COMPLIANCE. It is incumbent upon Loomis Sayles to create an environment that encourages and protects ACCESS PERSONS or SUPERVISED PERSONS who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the CHIEF COMPLIANCE OFFICER. All ACCESS PERSONS and SUPERVISED PERSONS should therefore feel safe to speak freely in reporting any violations.

7. SANCTIONS

Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firm's then current Sanctions Policy, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:

o a letter of caution or warning (i.e. Procedures Notice);

o payment of a fine,

o requiring the employee to reverse a trade and realize losses or disgorge any profits;o restitution to an affected client;o suspension of personal trading privileges;

o actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and

o referral to the SEC, other civil authorities or criminal authorities.

Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violator's history of prior compliance.

EXPLANATORY NOTE: ANY VIOLATION OF THE CODE, FOLLOWING A "FIRST OFFENSE" WHETHER OR NOT FOR THE

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SAME TYPE OF VIOLATION, WILL BE TREATED AS A SUBSEQUENT OFFENSE.

Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.

8. RECORDKEEPING REQUIREMENTS

Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:

o in an easily accessible place, 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 in an easily accessible place a record of any violation of the 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 including any manual pre-clearance forms and information relied upon or used for reporting) submitted under the 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 copies of ACCESS PERSONS' and SUPERVISED PERSONS' written acknowledgment of initial receipt of the Code and his/her annual acknowledgement;

o in an easily accessible place, a record of the names of all ACCESS PERSONS within the past five years, even if some of them are no longer ACCESS PERSONS, the holdings and transactions reports made by these Access Persons, and records of all Access Persons' personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports);

o a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 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 an ACCESS PERSON of any COVERED SECURITY in an INITIAL PUBLIC OFFERING OR PRIVATE PLACEMENT TRANSACTION or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted.

EXPLANATORY NOTE:   UNDER RULE 204-2, THE STANDARD RETENTION PERIOD REQUIRED
                    FOR ALL DOCUMENTS AND RECORDS LISTED ABOVE IS FIVE YEARS, IN
                    EASILY ACCESSIBLE PLACE, THE FIRST TWO YEARS IN AN
                    APPROPRIATE OFFICE OF PERSONAL TRADING COMPLIANCE.

9. MISCELLANEOUS

9.1. CONFIDENTIALITY

Loomis Sayles will keep information obtained from any ACCESS PERSON hereunder in strict

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confidence. Notwithstanding the forgoing, reports of COVERED SECURITIES transactions and violations hereunder will be made available to the SEC or any other regulatory or self-regulatory organizations to the extent required by law rule or regulation, and in certain circumstances, may in Loomis Sayles' discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.

9.2. DISCLOSURE OF CLIENT TRADING KNOWLEDGE

No ACCESS PERSON may, directly or indirectly, communicate to any person who is not an ACCESS PERSON or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any issuer of any COVERED SECURITY owned by any client of Loomis Sayles, including, without limitation, the purchase or sale or considered purchase or sale of a COVERED SECURITY on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate traditional asset management/operations activities on behalf of the client of Loomis Sayles.

9.3. NOTICE TO ACCESS PERSONS, INVESTMENT PERSONS AND RESEARCH ANALYSTS AS TO CODE STATUS

PERSONAL TRADING COMPLIANCE will initially determine an employee's status as an ACCESS PERSON, RESEARCH ANALYST or INVESTMENT PERSON and the client accounts to which INVESTMENT PERSONS should be associated, and will inform such persons of their respective reporting and duties under the Code.

All ACCESS PERSONS and/or the applicable supervisors thereof, have an obligation to inform PERSONAL TRADING COMPLIANCE if an ACCESS PERSON'S responsibilities change during the ACCESS PERSON'S tenure at Loomis Sayles.

9.4. NOTICE TO PERSONAL TRADING COMPLIANCE OF ENGAGEMENT OF INDEPENDENT CONTRACTORS

Any ACCESS PERSON that engages as a non-employee service provider ("NESP"), such as a consultant, temporary employee, intern or independent contractor shall notify PERSONAL TRADING COMPLIANCE of this engagement, and provide to PERSONAL TRADING COMPLIANCE the information necessary to make a determination as to how the Code shall apply to such NESP, if at all.

NESP's are generally not subject to the pre-clearance, trading restrictions and certain reporting provisions of the Code. However, NESP's must receive, review and acknowledge a Code of Ethics Compliance Statement that further describes his/her Code requirements and fiduciary duties while engaged with Loomis Sayles.

At times, NESP's are contracted to various departments at Loomis Sayles where they may be involved or be privy to the investment process for client accounts or the Loomis Sayles recommendation process. Prior to their engagement, the Loomis Sayles Human Resources Department will notify PERSONAL TRADING COMPLIANCE of these NESP's and depending on the facts and circumstances, the NESP will be communicated what provisions of the Code will apply to them during their engagement.

9.5. QUESTIONS AND EDUCATIONAL MATERIALS

Employees are encouraged to bring to PERSONAL TRADING COMPLIANCE any questions you

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may have about interpreting or complying with the Code about COVERED SECURITIES, accounts that hold or may hold COVERED SECURITIES or personal trading activities of you, your family, or household members, your legal and ethical responsibilities, or similar matters that may involve the Code.

PERSONAL TRADING COMPLIANCE will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code. On an annual basis, each ACCESS PERSON is required to successfully complete the Code of Ethics and Fiduciary Duty Tutorial designed to educate ACCESS PERSONS on their responsibilities under the Code and other Loomis Sayles policies and procedures that generally apply to all employees.

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GLOSSARY OF TERMS

The BOLDFACE terms used throughout this policy have the following meanings:

1. "ACCESS PERSON" means an "access person" as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any ADVISORY PERSON (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions:

a. He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;

b. He or she does not have access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any REPORTABLE FUND; and

c. He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic.

Loomis Sayles treats all employees as ACCESS PERSONS.

2. "ADVISORY PERSON" means an "advisory person" and "advisory representative" as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a CONTROL relationship to Loomis Sayles), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a COVERED SECURITY by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) every natural person in a CONTROL relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a COVERED SECURITY. ADVISORY PERSON also includes: (a) any other employee designated by PERSONAL TRADING COMPLIANCE or the CHIEF COMPLIANCE OFFICER as an ADVISORY PERSON under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by PERSONAL TRADING COMPLIANCE or the CHIEF COMPLIANCE OFFICER as a result of such person's access to information about the purchase or sale of COVERED SECURITIES by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise).

3. "BENEFICIAL OWNERSHIP" is defined in Section 3.2 of the Code.

4. "CHIEF COMPLIANCE OFFICER" refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of

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purchases and sales by ACCESS PERSONS, and to address issues of personal trading. "PERSONAL TRADING COMPLIANCE" means the employee or employees of Loomis Sayles designated from time to time by the General Counsel of Loomis Sayles to receive and review reports of purchases and sales, and to address issues of personal trading, by the CHIEF COMPLIANCE OFFICER, and to act for the CHIEF COMPLIANCE OFFICER in the absence of the CHIEF COMPLIANCE OFFICER.

5. "COVERED SECURITY" is defined in Section 3.1 of the Code.

6. "EXEMPT ETF" is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two.

7. "FEDERAL SECURITIES LAWS" refers to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the U.S. Department of the Treasury, and any amendments to the above mentioned statutes.

8. "INVESTMENT CONTROL" is defined in Section 3.3 of the Code. This means "control" as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to directly or indirectly influence, manage, trade, or give instructions concerning the investment disposition of assets in an account or to approve or disapprove transactions in an account.

9. "INITIAL PUBLIC OFFERING" means an "initial public offering" as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any 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.

10. "INVESTMENT COMPANY" means any INVESTMENT COMPANY registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser.

11. "INVESTMENT PERSON" means all PORTFOLIO MANAGERS of Loomis Sayles and other ADVISORY PERSONS who assist the PORTFOLIO MANAGERS in making and implementing investment decisions for an INVESTMENT COMPANY or other client of Loomis Sayles, including, but not limited to, designated RESEARCH ANALYSTS and traders of Loomis Sayles. A person is considered an INVESTMENT PERSON only as to those client accounts or types of client accounts as to which he or she is designated by PERSONAL TRADING COMPLIANCE or the CHIEF COMPLIANCE OFFICER as such. As to other accounts, he or she is simply an ACCESS PERSON.

12. "LOOMIS ADVISED FUND" is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in EXHIBIT ONE.

13. "NON-VOLITIONAL" transactions are any transaction in which the employee has not

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determined the timing as to when the purchase or sale will occur and the amount of shares to be purchased or sold, i.e. changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging program, automatic monthly payroll deductions, and any transactions made within the Guided Choice Program. NON-VOLITIONAL transactions are not subject to the pre-clearance or quarterly reporting requirements under the Code.

14. "PORTFOLIO MANAGER" means any individual employed by Loomis Sayles who has been designated as a PORTFOLIO MANAGER by Loomis Sayles. A person is considered a PORTFOLIO MANAGER only as to those client accounts as to which he or she is designated by the CHIEF COMPLIANCE OFFICER as such. As to other client accounts, he or she is simply an ACCESS PERSON.

15. "PRIVATE PLACEMENT TRANSACTION" means a "limited offering" as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. 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, including hedge funds.

16. "RECOMMENDATION" means any change to a security's price target or other type of recommendation in the case of an equity COVERED SECURITY, or any initial rating or rating change in the case of a fixed income COVERED SECURITY in either case issued by a RESEARCH ANALYST.

17. "REPORTABLE FUND" is defined in Section 3.1 of the Code, and a list of such funds is found in EXHIBIT ONE.

18. "RESEARCH ANALYST" means any individual employed by Loomis Sayles who has been designated as a RESEARCH ANALYST or RESEARCH ASSOCIATE by Loomis Sayles. A person is considered a RESEARCH ANALYST only as to those COVERED SECURITIES which he or she is assigned to cover and about which he or she issues research reports to other INVESTMENT PERSONS or otherwise makes recommendations to Investment Persons beyond publishing their research. As to other securities, he or she is simply an ACCESS PERSON.

19. "SELECT BROKER" is defined in Section 3.4 of the Code.

20. "SUPERVISED PERSON" is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles.

21. "VOLITIONAL" transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold. VOLITIONAL transactions are subject to the pre-clearance and reporting requirements under the Code.

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SEI INVESTMENTS DISTRIBUTION CO.

RULE 17J-1 CODE OF ETHICS

A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.

This is an important document. You should take the time to read it thoroughly before you submit the required annual certification.

ANY QUESTIONS REGARDING THIS CODE OF ETHICS SHOULD BE REFERRED TO A MEMBER OF
THE SIDCO COMPLIANCE DEPARTMENT

September 30, 2017
SEI41236

TABLE OF CONTENTS

I. GENERAL POLICY
II. CODE OF ETHICS

A. PURPOSE OF CODE B. EMPLOYEE CATEGORIES
C. PROHIBITIONS AND RESTRICTIONS
D. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
E. REPORTING REQUIREMENTS
F. DETECTION AND REPORTING OF CODE VIOLATIONS
G. VIOLATIONS OF THE CODE OF ETHICS
H. CONFIDENTIAL TREATMENT
I. RECORDKEEPING
J. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS

III. EXHIBITS -- CODE OF ETHICS REPORTING FORMS

I. GENERAL POLICY

SEI Investments Distribution Co. ("SIDCO") serves as principal underwriter for investment companies that are registered under the Investment Company Act of 1940 ("Investment Vehicles"). In addition, certain employees of SIDCO may serve as directors and/or officers of certain Investment Vehicles. This Code of Ethics ("Code") sets forth the procedures and restrictions governing personal securities transactions for certain SIDCO personnel.

SIDCO has a highly ethical business culture and expects that its personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SIDCO personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm's clients.

Pursuant to this Code, SIDCO personnel, their family members, and other persons associated with SIMC may be subject to various pre-clearance and reporting standards for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

EACH PERSON SUBJECT TO THIS CODE MUST READ AND RETAIN A COPY OF THIS CODE AND AGREE TO ABIDE BY ITS TERMS. FAILURE TO COMPLY WITH THE PROVISIONS OF THIS CODE MAY RESULT IN THE IMPOSITION OF SERIOUS SANCTIONS, INCLUDING, BUT NOT LIMITED TO, DISGORGEMENT OF PROFITS, PENALTIES, DISMISSAL, SUBSTANTIAL PERSONAL LIABILITY AND/OR REFERRAL TO REGULATORY OR LAW ENFORCEMENT AGENCIES.

PLEASE NOTE THAT EMPLOYEES AND REGISTERED REPRESENTATIVES OF SIDCO ARE SUBJECT TO THE SUPERVISORY PROCEDURES AND OTHER POLICIES AND PROCEDURES OF SIDCO, AND ARE ALSO SUBJECT TO THE CODE OF CONDUCT OF SEI INVESTMENTS COMPANY, WHICH IS THE PARENT COMPANY OF SIDCO. THE REQUIREMENTS AND LIMITATIONS OF THIS CODE OF ETHICS ARE IN ADDITION TO ANY REQUIREMENTS OR LIMITATIONS CONTAINED IN THESE OTHER POLICIES AND PROCEDURES. ALL EMPLOYEES ARE REQUIRED TO COMPLY WITH FEDERAL SECURITIES LAWS AND ANY REGULATIONS SET FORTH BY SELF-REGULATORY ORGANIZATIONS (FINRA, NASD, AND THE MSRB) OF WHICH SIDCO IS A MEMBER.

ANY QUESTIONS REGARDING THIS CODE OF ETHICS SHOULD BE DIRECTED TO A MEMBER OF THE SIDCO COMPLIANCE DEPARTMENT.

II. CODE OF ETHICS

A. PURPOSE OF CODE

This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 ("the 1940 Act"), as amended, and Rule 17j-1 thereunder, as amended, to the extent applicable to SIDCO's role as principal underwriter to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such companies. Certain SIDCO personnel will be subject to various requirements based on their responsibilities within SIDCO and accessibility to certain information. Those functions are set forth in the categories below.

B. ACCESS PERSONS

(1) any director, officer or employee of SIDCO who serves as a director or officer of an Investment Vehicle for which SIDCO serves as principal underwriter;

(2) any director or officer of SIDCO who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by an Investment Vehicle for which SIDCO serves as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Vehicle regarding the purchase or sale of a Covered Security.

C. PROHIBITIONS AND RESTRICTIONS

1. PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

Access Persons may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle for which SIDCO serves as principal underwriter:

(a) employ any device, scheme or artifice to defraud the Investment Vehicle;

(b) make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or

(d) engage in any manipulative practice with respect to the Investment Vehicle.

2. EXCESSIVE TRADING OF MUTUAL FUND SHARES

Access Persons may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles for which SIDCO serves as principal underwriter. Exhibit 6 hereto provides a list of the Investment Vehicles for which SIDCO provided such services. For purposes of this section, a person's trades shall be considered "excessive" if made in violation of any stated policy in the mutual fund's prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

Note that the SEI Funds are Covered Securities.(1) Trades in the SEI Funds do not have to be pre-cleared but do have to be reported in accordance with this Code. Trades in SEI Funds done through the SEI Capital Accumulation
(401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code. Any trades in SEI Funds done in a different channel must be reported to the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department.

3. PERSONAL SECURITIES RESTRICTIONS

ACCESS PERSONS:

o may not purchase or sell, directly or indirectly, any Covered Security WITHIN 24 HOURS BEFORE OR AFTER the time that the same Covered Security (including any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds) is being purchased or sold by any Investment Vehicle for which SIDCO serves as principal underwriter.

o may not acquire securities as part of an Initial Public Offering ("IPO") without obtaining the written approval of the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department before directly or indirectly acquiring a beneficial ownership in such securities.

o may not acquire a Beneficial Ownership interest in securities issued in a private placement transaction without obtaining prior written approval from the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department.

o MAY NOT PROFIT from the purchase and sale or sale and purchase of a Covered Security WITHIN 60 DAYS of acquiring or disposing of Beneficial Ownership of that Covered Security. This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indexes or U. S. Government securities. This prohibition also does not apply to transactions in the

(1) The SEI Family of Funds includes the following Trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.

SEI Funds, which are separately covered under the "Excessive Trading of Mutual Fund Shares" discussed in Section II. C. 2 above.

o may not serve on the board of directors of any publicly traded company.

D. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

1. TRANSACTIONS REQUIRED TO BE PRE-CLEARED:

o Access Persons must pre-clear with the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department a proposed transaction in a Covered Security if he or she has actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Covered Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle. The pre-clearance obligation applies to all Accounts held in the person's name or in the name of others in which they hold a Beneficial Ownership interest. NOTE THAT, AMONG OTHER THINGS, THIS MEANS THAT THESE PERSONS MUST PRE-CLEAR SUCH PROPOSED SECURITIES TRANSACTIONS BY THEIR SPOUSE OR DOMESTIC PARTNER, MINOR CHILDREN, AND RELATIVES WHO RESIDE IN THE PERSON'S HOUSEHOLD.

o The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department may authorize a Pre-clearing Person to conduct the requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the requesting person's work role, the size and holding period of the requesting person's position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting person's requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization.

2. TRANSACTIONS THAT DO NO HAVE TO BE PRE-CLEARED:

o purchases or sales over which the person pre-clearing the transactions (the "Pre-clearing Person") has no direct or indirect influence or control;

o purchases, sales or other acquisitions of Covered Securities which are non-volitional on the part of the Pre-clearing Person or any Investment Vehicle, such as purchases or sales upon exercise or puts or calls written by Pre-clearing Person, sales from a margin account pursuant to a BONA FIDE margin call, stock dividends, stock splits, mergers consolidations, spin-offs, or other similar corporate reorganizations or distributions;

o purchases or withdrawals made pursuant to an Automatic Investment Program; however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be reported in a quarterly transaction report;

o purchases effected upon the exercise of rights issued by an issuer PRO RATA to all holders of a class of its securities, to the extent such rights were acquired for such issuer; and

o acquisitions of Covered Securities through gifts or bequests.

3. PRE-CLEARANCE PROCEDURES:

o All requests for pre-clearance of securities transactions must be submitted to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department by using the SEI Automated Pre- Clearance Trading system.

o The following information must be provided for each request:

a. Name, date, phone extension and job title

b. Transaction detail, i.e. whether the transaction is a buy or sell; the security name and security type; number of shares; price; date acquired if a sale; and whether the security is traded in a portfolio or Investment Vehicle, part of an initial public offering, or part of a private placement transaction; and

c. Signature and date; if electronically submitted, initial and date.

o The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department will notify the requesting person whether the trading request is approved or denied through the SEI Automated Pre-Clearance Trading system.

o A Pre-clearance Request should not be submitted for a transaction that the requesting person does not intend to execute.

o Pre-clearance trading authorization is valid from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the previous pre- cleared transaction was not completed must be submitted to the SIDCO Compliance department or entered into the SEI Automated Pre-clearance Trading system. Also, Open and Limit Orders must be resubmitted for pre-clearance approval if not executed within the permitted time period.

o With respect to any transaction requiring pre-clearance, the person subject to pre-clearance must submit to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department transaction reports showing the transactions for all the Investment

Vehicles with respect to which such person has knowledge regarding purchases and sales that triggered the requirement to pre-clear under Section D. 1. The transaction information must be provided for the 24 hour period before and after the date on which their securities transactions were effected. These reports may be submitted in hard copy or viewed through the SEI Pre-clearance Trading system. Transaction reports need only cover the Investment Vehicles that hold or are eligible to purchase and sell the types of securities proposed to be bought or sold by person subject to pre-clearance requirements. For example, if a person seeks approval for a proposed equity trade, only the transactions reports for the Investment Vehicles effecting or eligible to effect transactions in equity securities are required.

o The SIDCO Compliance Department will maintain pre-clearance records and records of exemptions granted for 5 years.

E. REPORTING REQUIREMENTS

1. DUPLICATE BROKERAGE STATEMENTS

o Access Persons are required to instruct their broker/dealer to file duplicate statements with the SIDCO Compliance Department at SEI Oaks. Statements must be filed for all Accounts (including those in which the person has a Beneficial Ownership interest), except those that trade exclusively in open-end funds other than Reportable Funds, government securities or Automatic Investment Plans. Failure of a broker/dealer to send duplicate statements will not excuse a violation of this Section.

o Sample letters instructing the broker/dealer firms to send the statements to SIDCO are attached in EXHIBIT 1 of this Code. If the broker/dealer requires a letter authorizing a SIDCO employee to open an account, the permission letter may also be found in Exhibit 1. Please complete the necessary brokerage information and forward a signature ready copy to the SIDCO Compliance Officer.

o If no such duplicate statement can be supplied, the employee should contact the SIDCO Compliance Department.

2. INITIAL HOLDINGS REPORT

o Access Persons must submit an Initial Holdings Report to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department disclosing EVERY Covered Security, including mutual fund accounts, beneficially owned directly or indirectly by such person WITHIN 10 DAYS of becoming an Access Person. Any person who returns the report late may be subject to the penalties in Section G regarding Code of Ethics violations.

o The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent; bank or other location where the security is held; and

e. the date the report is submitted.

The information disclosed in the report should be current as of a date no more than 45 days prior to the date the person becomes an Access Person. If the above information is contained on the Access Person's brokerage statement, he or she may attach the statement and sign the Initial Holdings Report.

o The Initial Holdings Report is attached as EXHIBIT 2 to this Code.

3. QUARTERLY REPORT OF SECURITIES TRANSACTIONS

o Access Persons must submit quarterly transaction reports of the purchases and/or sales of Covered Securities in which such persons have a direct or indirect Beneficial Ownership interest. The report will be provided to all of the above defined persons before the end of each quarter by the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department and must be completed and returned NO LATER THAN 30 DAYS after the end of each calendar quarter. Quarterly Transaction Reports that are not returned by the date they are due WILL be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations.

o The following information must be provided on the report:

a. the date of the transaction, the description and number of shares, and the principal amount of each security involved;

b. whether the transaction is a purchase, sale or other acquisition or disposition;

c. the transaction price;

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

e. a list of securities accounts opened during the quarterly including the name of the broker, dealer or bank and account number; and

f. the date the report is submitted.

o The Quarterly Report of Securities Transaction is attached as EXHIBIT 3 to this Code.

4. ANNUAL REPORT OF SECURITIES HOLDINGS

o On an annual basis, Access Persons must submit to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department an Annual Report of Securities Holdings that contains a list of all Covered Securities, including mutual fund accounts, in which they have any direct or indirect Beneficial Ownership interest.

o The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent, bank or other location where the security is held; and

e. the date the report is submitted.

The information disclosed in the report should be current as of a date no more than 45 days before the report is submitted. If the above information is contained on the Access Person's brokerage statement, he or she may attach the statement and sign the annual holdings report.

o Annual Reports must be completed and returned to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department WITHIN 30 DAYS after the end of the calendar year-end. Annual Reports that are not returned by the date they are due WILL be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in
Section G regarding Code of Ethics violations.

o The Annual Report of Securities Holdings is attached as EXHIBIT 4 to this Code.

5. ANNUAL CERTIFICATION OF COMPLIANCE

o Access Persons will be required to certify annually that they:

- have read the Code of Ethics;

- understand the Code of Ethics; and

- have complied with the provisions of the Code of Ethics.

o The SIDCO Compliance Officer or designated representative from the SIDCO Compliance Department will send out annual forms to all Access Persons that must be completed and returned NO LATER THAN 30 DAYS after the end of the calendar year. Any person who repeatedly returns the forms late may be subject to the penalties in Section G regarding Code of Ethics violations.

o The Annual Certification of Compliance is attached as EXHIBIT 5 to this Code.

6. EXCEPTION TO REPORTING REQUIREMENTS

o An Access Person who is subject to the Code of Ethics of an affiliate of SIDCO ("Affiliate Code"), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements of paragraphs 1 through 4 above, will not be required to submit such reports under this Code.

F. DETECTION AND REPORTING OF CODE VIOLATIONS

1. The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department will:

o review the personal securities transaction reports or duplicate statements filed by Access Persons and compare the reports or statements of the Investment Vehicles' completed portfolio transactions. The review will be performed on a quarterly basis. If the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department determines that a compliance violation may have occurred, the Officer will give the person an opportunity to supply explanatory material;

o prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of any Investment Vehicle that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIDCO has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code;

o prepare a written report to SIDCO management outlining any violations of the Code together with recommendations for the appropriate penalties; and

o prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to approve such a purchase.

2. An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy and any concern about retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action.

G. VIOLATIONS OF THE CODE OF ETHICS

1. PENALTIES:

o Persons who violate the Code of Ethics may be subject to serious penalties, which may include:

[] written warning;

[] reversal of securities transactions;

[] restriction of trading privileges;

[] disgorgement of trading profits;

[] fines;

[] suspension or termination of employment; and/or

[] referral to regulatory or law enforcement agencies.

2. PENALTY FACTORS:

o Factors which may be considered in determining an appropriate penalty include, but are not limited to:

[] the harm to clients;

[] the frequency of occurrence;

[] the degree of personal benefit to the employee;

[] the degree of conflict of interest;

[] the extent of unjust enrichment;

[] evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

[] the level of accurate, honest and timely cooperation from the employee.

H. CONFIDENTIAL TREATMENT

o The SIDCO Compliance Officer or designated representative from the SIDCO Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SIDCO as necessary to evaluate compliance with or sanctions under this Code.

I. RECORDKEEPING

o SIDCO will maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

o A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.

o A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

o A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

o A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.

J. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS

o ACCOUNT - a securities trading account held by a person and by any such person's spouse, minor children and adults residing in his or her household (each such person, an "immediate family member"); any trust for which the person is a trustee or from which the person benefits directly or indirectly; any partnership (general, limited or otherwise) of which the person is a general partner or a principal of the general partner; and any other account over which the person exercises investment discretion.

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

o BENEFICIAL OWNERSHIP -- Covered Security ownership in which a person has a direct or indirect financial interest. Generally, a person will be regarded as a beneficial owner of Covered Securities that are held in the name of:

a. a spouse or domestic partner;

c. a relative who resides in the person's household; or

d. any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

or privilege on any security (including a certificate of deposit) or on any group or index of securities. The term "Covered Securities" specifically includes the SEI Funds. See the definition of Reportable Funds below.

A "Covered Security" DOES NOT INCLUDE (i) direct obligations of the U. S. Government, (ii) bankers' acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market funds and (vi) shares issued by open-end investment companies other than a Reportable Fund.

o INITIAL PUBLIC OFFERING -- an offering of securities for which a registration statement has not been previously filed with the U. S. SEC and for which there is no active public market in the shares.

o PURCHASE OR SALE OF A COVERED SECURITY -- includes the writing of an option to purchase or sell a security.

o REPORTABLE FUND -- Any non-money market fund for which SIDCO serves as principal underwriter.

                        SEI INVESTMENTS DISTRIBUTION CO.
                            CODE OF ETHICS EXHIBITS

EXHIBIT 1     ACCOUNT OPENING LETTERS TO BROKERS/DEALERS

EXHIBIT 2     INITIAL HOLDINGS REPORT

EXHIBIT 3     QUARTERLY TRANSACTION REPORT

EXHIBIT 4     ANNUAL SECURITIES HOLDINGS REPORT

EXHIBIT 5     ANNUAL COMPLIANCE CERTIFICATION

EXHIBIT 6     SIDCO CLIENT LIST

EXHIBIT 1

Date:

Your Broker
street address
city, state zip code

Re: Your Name
your S.S. number or account number

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Distribution Co. Please send DUPLICATE STATEMENTS ONLY of this brokerage account to the attention of:

SEI Investments Distribution Co.

Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics.

Thank you for your cooperation.

Sincerely,

Your name

Date:

[Address]

Re: Employee Name
Account #
SS#

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI Investments Distribution Co. We grant permission for him/her to open a brokerage account with your firm, provided that you agree to send DUPLICATE STATEMENTS ONLY of this employee's brokerage account to:

SEI Investments Distribution Co.

Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics.

Thank you for your cooperation.

Sincerely,

SEI Compliance Officer

EXHIBIT 2

SEI INVESTMENTS DISTRIBUTION CO.
INITIAL HOLDINGS REPORT

Name of Reporting
Person:___________________________________________ Date Person Became Subject to the Code's Reporting Requirements:__________
Information in Report Dated as of: _____________________________________ Date Report Due: __________________________________________________ Date Report Submitted: _____________________________________________

-----------------------------------------------------------------------------------------------------------------
              SECURITIES HOLDINGS
-----------------------------------------------------------------------------------------------------------------
 Name of Issuer and Title  No. of Shares (if  Principal Amount, Maturity       Name of Broker, Dealer or Bank
         of Security         applicable)      Date and Interest Rate (if            Where Security Held
                                                     applicable)
-----------------------------------------------------------------------------------------------------------------
              If you have no securities holdings to report, please check here.

-----------------------------------------------------------------------------------------------------------------
              SECURITIES ACCOUNTS
-----------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or   Account Number        Names on Account                         Type of Account
        Bank
-----------------------------------------------------------------------------------------------------------------

If you have no securities accounts to report, please check here.

I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES HOLDINGS AND ACCOUNTS IN WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST AND REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS AND THAT I WILL COMPLY WITH THE CODE OF ETHICS.

Signature: ____________________                           Date: ________

Received by: __________________

EXHIBIT 3

SEI INVESTMENTS DISTRIBUTION CO.
QUARTERLY TRANSACTION REPORT
TRANSACTION RECORD OF SECURITIES DIRECTLY OR INDIRECTLY BENEFICIALLY OWNED
FOR THE QUARTER ENDED

NAME:______________________________________
SUBMISSION DATE:_____________________________

SECURITIES TRANSACTIONS
-------------------------------------------------------------------------------------------------------------------------
Date of        Name of Issuer   No. of Shares (if    Principal Amount,      Type of        Price        Name of
Transaction    and Title of      applicable)          Maturity Date and     Transaction              Broker, Dealer
               Security                               Interest Rate (if                                or Bank
                                                      applicable)                                      Effecting
                                                                                                     Transaction
-------------------------------------------------------------------------------------------------------------------------

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

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

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

If you had no reportable transactions during the quarter, please check here. []

NOTE: Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code and do not have to be reported here. Any trades in SEI Funds done in a different channel must be reported.

This report is required of all officers, directors and certain other persons under Rule 17j-1 of the Investment Company Act of 1940 and is subject to examination. Transactions in direct obligations of the U.S. Government need not be reported. In addition, persons need not report transactions in bankers' acceptances, certificates of deposit, commercial paper or open-end investment companies other than Reportable Funds. THE REPORT MUST BE RETURNED WITHIN 30 DAYS OF THE APPLICABLE CALENDAR QUARTER END. The reporting of

transactions on this record shall not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.

SECURITIES ACCOUNTS
If you established an account within the quarter, please provide the following information:

----------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer      Account Number      Names on Account      Date Account was      Type of Account
            or Bank                                                     Established
----------------------------------------------------------------------------------------------------------------

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

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

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

If you did not establish a securities account during the quarter, please check here. []

By signing this document, I represent that all reported transactions were pre-cleared through the Compliance Department or the designated Compliance Officer in compliance with the SIDCO Code of Ethics. In addition, I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Policy.

Signature:__________________________

Received by: _______________________

EXHIBIT 4

SEI INVESTMENTS DISTRIBUTION CO.
ANNUAL SECURITIES HOLDINGS REPORT
AS OF DECEMBER 31, ______

NAME OF REPORTING PERSON: ________________________________

SECURITIES HOLDINGS
------------------------------------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security      No. of Shares (if    Principal Amount,    Name of Broker, Dealer or Bank
                                          applicable)          Maturity Date and    Where Security Held
                                                               Interest Rate (if
                                                               applicable)
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

If you had no securities holding to report this year, please check here.

SECURITIES ACCOUNTS
If you established an account during the year, please provide the following information:

------------------------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank      Date Account was      Account      Names on Account      Type of Account
                                    Established           Number
------------------------------------------------------------------------------------------------------------------------------------

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

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

If you have no securities accounts to report this year, please check here.

I certify that the above list is an accurate and complete listing of all securities in which I have a direct or indirect beneficial interest.

_____________________________                               ____________________
Signature                                                   Received by

_____________________________
Date

Note: DO NOT report holdings of U.S. Government securities, bankers' acceptances, certificates of deposit, commercial paper and mutual funds other than Reportable Funds.

EXHIBIT 5

SEI INVESTMENTS DISTRIBUTION CO.
RULE 17J-1 CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION

PLEASE RETURN THE SIGNED FORM VIA EMAIL OR INTEROFFICE
THE FORM TO SEI COMPLIANCE DEPARTMENT -- MEADOWLANDS TWO

1. I hereby acknowledge receipt of a copy of the Code of Ethics.

2. I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SIDCO Compliance Officer and have received a satisfactory response[s].

3. For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year.

Print Name: ______________________

Signature: _______________________

Date:_________

Received by SIDCO: ________________

EXHIBIT 6

As of September 30, 2017, SIDCO acts as distributor for the following:

SEI Daily Income Trust
SEI Tax Exempt Trust
SEI Institutional Managed Trust
SEI Institutional International Trust
The Advisors' Inner Circle Fund
The Advisors' Inner Circle Fund II
Bishop Street Funds
SEI Asset Allocation Trust
SEI Institutional Investments Trust
City National Rochdale Funds (f/k/a CNI Charter Funds) Causeway Capital Management Trust
ProShares Trust
ProShares Trust II
Community Capital Trust (f/k/a Community Reinvestment Act Qualified Investment Fund)
TD Asset Management
SEI Structured Credit Fund LP
Global X Funds
Exchange Traded Concepts Trust (f/k/a FaithShares Trust) Schwab Strategic Trust
RiverPark Funds
Adviser Managed Trust Fund
New Covenant Funds
Cambria ETF Trust
Highland Funds I (f/k/a Pyxis Funds I)
KraneShares Trust
LocalShares Investment Trust
SEI Insurance Products Trust
KP Funds
The Advisors' Inner Circle Fund III
SEI Catholic Values Trust
SEI Hedge Fund SPC
SEI Energy Debt Fund
Winton Diversified Opportunities Fund
Gallery Trust
RiverPark Flooating Rate CMBS Fund (f/k/a RiverPark Commercial Real Estate Fund) Schroder Series Trust
Schroder Global Series Trust

                        MARSICO CAPITAL MANAGEMENT, LLC
                          THE MARSICO INVESTMENT FUND
                                 CODE OF ETHICS

A.   INTRODUCTION AND OVERVIEW ............................................    2
B.   KEY DEFINITIONS ......................................................    3
C.   PERSONS COVERED BY THE CODE ..........................................    5
D.   SUMMARY OF GENERAL CONDUCT GUIDELINES FOR PERSONAL INVESTMENTS .......    6
D.1. TRANSACTIONS IN RESTRICTED-REPORTABLE INVESTMENTS ....................    7
D.2. PERMITTED TRANSACTIONS IN OTHER INVESTMENTS ..........................   10
D.3. TRANSACTIONS REQUIRING PRE-CLEARANCE .................................   11
D.4. SPECIAL TRANSACTIONS REQUIRING PRE-CLEARANCE OF PURCHASE OR SALE .....   13
E.1. REPORTING OBLIGATIONS ................................................   15
E.2. REVIEW OF REPORTS AND OTHER DOCUMENTS ................................   19
F.   VIOLATIONS OF THE CODE ...............................................   19
G.   PROTECTION OF MATERIAL, NON-PUBLIC INFORMATION .......................   20
H.1. MISCELLANEOUS ISSUES CONCERNING BOARD SERVICE, GIFTS, AND LIMITED
     OFFERINGS ............................................................   20
H.2. RECORDKEEPING REQUIREMENTS ...........................................   23
H.3. BOARD APPROVAL AND ANNUAL REVIEW REQUIREMENTS ........................   24

I. DEFINITIONS OF CERTAIN TERMS ......................................... 24
J. ADOPTION AND EFFECTIVE DATE .......................................... 27

A. INTRODUCTION AND OVERVIEW

This is the Code of Ethics ("Code") of Marsico Capital Management, LLC ("MCM") and The Marsico Investment Fund (the "Funds") (together, "Marsico"). The Code imposes stringent restrictions on personal investing, other business activities, and gifts/entertainment to help ensure that our professional and personal conduct preserves Marsico's reputation for high standards of ethics and integrity.

The Code applies to Employees and other Covered Persons identified in
Section B. below. As used in the Code, terms such as "you," "your," "we," and "our " may refer to Employees alone or to Covered Persons generally (including Employees and related persons as defined in Section B. 1. ), depending on the context. Please ask the Compliance Department if you have any questions. It is your responsibility to become familiar with the Code and comply with it as a condition of your employment. Violations will be taken seriously and may result in sanctions including termination of employment.

The Code's restrictions reflect fiduciary duties and other duties that we owe to clients (including the Marsico Funds and their shareholders), such as:

o The duty to place the interests of clients first and avoid abuses of their trust

- Treat clients with care, loyalty, honesty, and good faith

- Treat clients equitably and avoid favoritism

- Don't place personal interests ahead of clients

- Don't take an investment opportunity that belongs to clients

o The duty to avoid, manage, minimize, or disclose material conflicts of interest

- Restrict personal investing to keep focus on client interests and minimize investment-related conflicts of interest

- Restrict outside business activities to minimize other conflicts of interest

- Seek to disclose material conflicts of interest that cannot be avoided

o The duty not to take inappropriate advantage of position

- Avoid extravagant gifts or entertainment from or to service providers or clients to avoid misunderstanding about appropriate business relationships

o The duty to comply with securities laws

- Don't mislead clients through misstatements or failures to state material facts

- Don't engage in fraud or deceit upon clients

Because regulations and industry standards can change, Marsico reserves the right to amend any part of the Code. Marsico also may grant exemptions when necessary if no harm to clients is expected to result and the exemption is documented by the Compliance Department.

No code of ethics can anticipate every situation. Even if no specific Code provision applies, please abide by the general duties and other principles of the Code outlined above. IF YOU HAVE ANY QUESTIONS ABOUT THE CODE OR WHETHER CERTAIN MATTERS MAY BE COVERED BY IT, PLEASE CONTACT THE COMPLIANCE DEPARTMENT OR THE LEGAL DEPARTMENT.

B. KEY DEFINITIONS

A few key capitalized terms in the Code are defined here. Other terms are defined in Section I. later in the Code.

1. COVERED PERSON means all persons subject to any Code requirements, including all Employees; their immediate family members by blood or marriage living in an Employee's household ; any relative or non-relative who shares significant financial arrangements with an Employee (as may be reflected in, without limitation, a joint checking account or investment account); and any other Access Person as defined in Section I.

Although certain requirements and restrictions of the Code apply only to Employees, others apply to all Covered Persons. In particular, all accounts and trades of Covered Persons must meet trading restrictions and reporting requirements, and each Employee must report all accounts and trades for related Covered Persons as discussed in Section E. 1. , including:

o ANY ACCOUNT in which a Covered Person has a direct or indirect Beneficial Ownership interest, and TRADES IN SUCH ACCOUNTS, unless Compliance determines otherwise.

o ANY OTHER ACCOUNT over which a Covered Person has direct or indirect influence or control, and TRADES IN SUCH ACCOUNTS, unless Compliance determines otherwise.

Please ask the Compliance Department if you have any questions.

2. COVERED SECURITY means all securities and similar investments subject to the Code, including any stock, bond, or other instrument that is considered a "security" under the Investment Company Act, futures or options based on such a security, and any interest in a private investment fund, hedge fund, or limited partnership, but not does not include certain investments listed in d. below. More specifically, Covered Securities include the following:

a. PROHIBITED INVESTMENTS -- means those investments that a Covered person generally may not hold or purchase. Prohibited Investments include the following:

o SHARES OF FUNDS SUB-A DVISED BY MARSICO ("MCM SUB-ADVISED FUNDS"). MCM Sub-advised Funds may not be purchased or held by Covered Persons. If a Covered Person already holds shares of any MCM Sub-advised Fund when a related Employee joins Marsico, the shares must be disposed of (see D.1.d. below).

b. RESTRICTED-REPORTABLE INVESTMENTS -- means stocks, corporate bonds, and derivatives described further below, which a Covered Person may purchase, sell, or sell short ONLY IF THE COVERED PERSON OBTAINS PRE-CLEARANCE OF EVERY TRANSACTION, and also reports all transactions and all holdings.

Marsico Fund shares also are considered Restricted-Reportable Investments, and are subject to special requirements discussed below.

RESTRICTED-REPORTABLE INVESTMENTS MUST BE TRADED THROUGH BROKERS APPROVED BY COMPLIANCE AS IDENTIFIED ON A LIST PROVIDED BY COMPLIANCE ("ELECTRONIC FEED BROKERS"). Compliance may make changes or exceptions to the Electronic Feed Brokers list as needed and on a limited basis.

Restricted-Reportable Investments include the following:

o Shares of publicly traded common stock or preferred stock
(including warrants and rights)

o Corporate bonds

o Any security future, or any put, call, straddle, option, or privilege on a particular security

The MARSICO FUNDS are also considered Restricted-Reportable Investments for purposes of this Code, although they can be PURCHASED without pre- clearance through UMB Fund Services ("UMB"), through MCM's 401(k) plan (Empower Retirement, or "Empower" (formerly known as Great-West)), or through Electronic Feed Brokers ONLY. SALES OR EXCHANGES OUT OF MARSICO FUND SHARES MUST BE PRE-CLEARED BY COMPLIANCE.

c. REPORTABLE INVESTMENTS -- means those investments that a Covered Person generally can purchase, hold, exchange, sell, or sell short without pre- clearance, but for which transactions must be reported. Reportable Investments include the following:

o Municipal securities and foreign sovereign debt, including bills, bonds or notes

o Exchange-traded funds ("ETFs"), exchange-traded notes ("ETNs") , and closed-end funds (WHICH MAY ONLY BE TRADED THROUGH ELECTRONIC FEED BROKERS)

o Shares of collective investment funds or commingled funds held through retirement plans

o Any put, call, straddle, option, or privilege on a group or index of securities

o Any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency

o Futures, options, or other derivatives based directly on particular Reportable Investments (but not on Restricted-Reportable Investments)

o Registered notes through person-to-person lending programs

d. THE FOLLOWING ARE NOT CONSIDERED COVERED SECURITIES, and therefore transactions in them are not restricted or reportable under the Code:

o Direct obligations of the U.S. government (e.g., Treasury securities)

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

o Shares issued by money market funds

o Shares of open-end mutual funds (EXCEPT ETFs, ETNs, and closed-end funds (which are Reportable Investments), shares of the Marsico Funds (which are Restricted-Reportable Investments) or MCM Sub-advised Funds (which are Prohibited Investments))

o Interests in a state-sponsored college savings 529 plan

o Investments that are not securities, such as commodities, foreign currencies, futures, options, or other derivatives (if not based directly on particular Restricted-Reportable Investments). However, any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency MUST BE REPORTED quarterly and/or annually as described in Section 2.c. above.

C. PERSONS COVERED BY THE CODE

Certain requirements and restrictions of the Code apply to Employees alone, while others apply to all Covered Persons generally (including Employees and related persons as defined in Section B.1.), depending on the context. Please ask the Compliance Department if you have any questions.

TRUSTEES OF THE FUNDS

Trustees of the Funds who are Employees are subject to all provisions of the Code. In contrast, Trustees who are NOT "interested persons" of the Funds, as defined in Section 2(a)(19) of the Investment Company Act of 1940 ("Independent Trustees"),

are subject to the Code generally, but are not subject to the investment restrictions or reporting requirements in Sections D., D.1., D.2., D.3., or D.4. Independent Trustees are not subject to Section E.1., applicable to a transaction in a Covered Security, UNLESS THE INDEPENDENT TRUSTEE KNEW OR SHOULD HAVE KNOWN, IN THE ORDINARY COURSE OF FULFILLING HIS OR HER OFFICIAL DUTIES AS A FUND TRUSTEE, THAT DURING THE 15-DAY PERIOD IMMEDIATELY BEFORE OR AFTER THE INDEPENDENT TRUSTEE'S TRANSACTION IN A COVERED SECURITY, MARSICO PURCHASED OR SOLD THAT SECURITY FOR A FUND, OR CONSIDERED THE PURCHASE OR SALE OF THAT SECURITY. In addition, Independent Trustees are not subject to the restrictions in Section H.1. regarding board service, other business activities, or gifts and entertainment.

A special provision of the Code applies to any Independent Trustee who is an officer or director of an operating company, if the company's securities are held by a Fund, or are under consideration for purchase or sale by the Fund. See Section G. below.

D. SUMMARY OF GENERAL CONDUCT GUIDELINES FOR PERSONAL INVESTMENTS

SPECIFIC LIMITATIONS ON PERSONAL INVESTING: The Code generally allows Covered Persons to personally transact in Restricted-Reportable Investments (subject to limitations including pre-clearance and a Blackout Period described in Sections D. 1.a.1. and D.3.c. below), Reportable Investments, and other investments that are not considered Covered Securities. Related requirements are described in Sections D. 1., D.2., D.3., and Section E. below.

OTHER CONDUCT GUIDELINES FOR PERSONAL INVESTING: In addition, SEC rules impose certain general conduct guidelines that apply to personal investments that are permitted by the Code:

1. A Covered Person may not acquire an interest in a Limited Offering or in an Initial Public Offering without the prior written approval of MCM (THESE TYPES OF INVESTMENTS ARE NOT ELIGIBLE FOR THE DE MINIMIS EXEMPTIONS FROM THE BLACKOUT PERIOD DESCRIBED IN D.3.D. BELOW).

2. With respect to the Marsico Funds, an Employee may not, in connection with the acquisition or sale of any Security Held or to be Acquired by a Fund or any Security issued by the Fund:

(a) Employ any device, scheme, or artifice to defraud the Fund;

(b) Make to the Fund any untrue statement of a material fact, or omit to state to the Fund a material fact necessary in order to make the statements made not misleading, in light of the circumstances under which the statements are made;

(d) Engage in any manipulative practice with respect to the Fund.

Here are a few examples of conduct that must be avoided under these conduct guidelines:

o Causing a Fund to invest (or not invest) in a security to achieve a personal benefit for a Covered Person rather than for the benefit of the Fund.

Examples include:

- Causing a Fund to buy a security to support or drive up the value of a Covered Person's own investment in the security

- Causing a Fund not to sell a security to protect a Covered Person's own investment

o Exploiting knowledge of Fund transactions to profit from their market effects.

Examples include:

- Selling a security for a Covered Person's own account based on the knowledge that the Fund is about to sell the same security

D.1. TRANSACTIONS IN RESTRICTED-REPORTABLE INVESTMENTS

a. REQUIREMENTS RELATED TO RESTRICTED-REPORTABLE INVESTMENTS . Restricted- Reportable Investments may include securities that MCM may buy or sell for clients. To minimize potential conflicts of interest, Marsico requires all Covered Persons to submit a pre-clearance request to the Compliance Department for ALL TRANSACTIONS IN ANY RESTRICTED-REPORTABLE INVESTMENTS (other than Marsico Fund shares, which require pre-clearance for sales only) except in limited cases. Restricted-Reportable Investments Include:

o Shares of publicly traded common stock or preferred stock
(including warrants and rights)

o Corporate bonds

o Any security future, or any put, call, straddle, option, or privilege on a particular security

The MARSICO FUNDS are also considered Restricted-Reportable Investments for purposes of this Code, although they can be PURCHASED without pre-clearance through UMB, Empower, or through Electronic Feed Brokers ONLY, AND ARE NOT SUBJECT TO THE BLACKOUT PERIOD DESCRIBED BELOW. SALES OR EXCHANGES OUT OF MARSICO FUND SHARES MUST BE PRE-CLEARED BY COMPLIANCE.

1. COVERED PERSONS MAY NOT PURCHASE OR SELL ANY RESTRICTED-REPORTABLE INVESTMENTS WITHIN THREE BUSINESS DAYS BEFORE OR AFTER, NOT INCLUDING THE

DAY OF THE TRADE ("BLACKOUT PERIOD", as further described in D.3.c. below), A TRADE IN THE SAME SECURITY (OR A SECURITY ISSUED BY THE SAME ISSUER, SUBJECT TO COMPLIANCE REVIEW) FOR A FUND OR OTHER CLIENT, subject to the de minimis exemptions from the Blackout Period (see D.3.d. below).

2. COVERED PERSONS MAY NOT SELL SHORT A SECURITY (OR EFFECT DERIVATIVE TRANSACTIONS INTENDED TO ACCOMPLISH A SIMILAR RESULT FOR THAT SECURITY) CURRENTLY HELD FOR A FUND OR OTHER CLIENT.

3. ALL TRANSACTIONS IN RESTRICTED-REPORTABLE INVESTMENTS MUST BE TRADED THROUGH BROKERS ON THE ELECTRONIC FEED BROKERS LIST.

4. PRE-CLEARANCE MUST BE OBTAINED FROM THE COMPLIANCE DEPARTMENT FOR ALL TRANSACTIONS IN A RESTRICTED-REPORTABLE INVESTMENT (EXCEPT IN CERTAIN CIRCUMSTANCES FURTHER DESCRIBED IN D.1.C. BELOW).

5. THE BLACKOUT PERIOD (SEE D.3.C. BELOW) WILL APPLY TO ALL TRANSACTIONS NOT MEETING THE DE MINIMIS CRITERIA (SEE D.3.D. BELOW).

6. ALL TRANSACTIONS ARE SUBJECT TO A 30 DAY HOLDING PERIOD REQUIREMENT calculated using a last in, first out ("LIFO") methodology. Covered Persons are prohibited from disposing of a Restricted-Reportable Investment within 30 calendar days of the most recent acquisition. The prohibition also applies to re-acquiring a disposed security within 30 calendar days of the last sale date. The Compliance Department may waive compliance with this requirement in advance at its discretion.

7. THE MAXIMUM NUMBER OF TRANSACTIONS PER CALENDAR QUARTER IS LIMITED TO 20 TOTAL (AN EMPLOYEE'S AND A RELATED COVERED PERSON'S TRANSACTIONS WILL BE AGGREGATED ACROSS ACCOUNTS HAVING COMMON OWNERSHIP), with the Compliance Department having discretion to occasionally allow variances to this on a limited basis. This maximum number applies to all transactions in Restricted-Reportable Investments, even those meeting the Blackout Period de minimis exemptions.

b. HOLDING PREVIOUSLY ACQUIRED RESTRICTED-REPORTABLE INVESTMENTS. Despite the requirement to use Electronic Feed Brokers to transact in Restricted- Reportable Investments, Covered Persons may continue to HOLD Restricted- Reportable Investments acquired before a related Employee joined Marsico in their existing non-Electronic Feed Broker brokerage account. Any sales of previously acquired Restricted-Reportable Investments must be pre-cleared with the Compliance Department. Any new purchases of Restricted-Reportable Investments (even if the same securities are already held) must be made through one of the Electronic Feed Brokers.

c. EXCEPTIONS FOR ACQUISITIONS OF RESTRICTED-REPORTABLE INVESTMENTS INVOLVING LIMITED DISCRETION. Despite general pre-clearance restrictions on purchasing these securities, Covered Persons may otherwise ACQUIRE AND HOLD certain Restricted-Reportable Investments through certain transactions involving limited discretion without pre-clearance, subject to conduct guidelines in Section D. and security and account reporting requirements in Section E. 1. In particular, Covered Persons may acquire Restricted-Reportable Investments through:

o DIVIDEND REINVESTMENT PLANS

o THE RECEIPT AND THE EXERCISE, WHETHER OR NOT DISCRETIONARY, OF RIGHTS, WARRANTS, OPTIONS, OR OTHER SECURITIES GRANTED TO A COMPANY'S EXISTING SHAREHOLDERS BECAUSE OF THEIR PRE-EXISTING OWNERSHIP OF RELATED SECURITIES, or granted to its current or former employees (such as the receipt of securities of a spin-off of an existing company, or the discretionary or non- discretionary exercise of warrants or rights to buy tracking stock, additional securities, or related securities).

o THE RECEIPT OF STOCK THROUGH STOCK DIVIDENDS, STOCK SPLITS, MERGERS, SPINOFFS, RESTRICTED SHARES THAT BECOME UNRESTRICTED BY THEIR OWN TERMS, OR OTHER CORPORATE EVENTS THAT ARE GENERALLY APPLICABLE TO OTHER EXISTING HOLDERS OF THE SAME CLASS OF SECURITIES. MCM hereby grants prior approval to acquire an interest in an Initial Public Offering if the securities acquired are issued to Covered Persons who are existing shareholders pursuant to this paragraph. Please note that any SALE of Restricted-Reportable Investments obtained through these means must meet the pre-clearance and other requirements described in
Section D. 3.

o NON-VOLITIONAL TRANSACTIONS. A Covered Person may acquire or divest Restricted-Reportable Investments through non-volitional transactions that the person generally does not control (such as when an issuer whose securities you already own issues new securities to you or redeems or replaces a security, a derivative instrument expires, shares you already own are deemed worthless or written off after a significant event for the company that issued the shares, or you receive a gift from a relative or other person outside your control). If you acquire Restricted-Reportable Investments through a non-volitional transaction, but can control their sale, the SALE must meet the pre-clearance and other requirements described in Section D. 3.

d. HOLDING OF SHARES OF MCM SUB-ADVISED FUNDS. A COVERED PERSON MUST DISPOSE OF, AND MAY NOT HOLD SHARES OF, AN MCM SUB-ADVISED FUND AFTER A RELATED EMPLOYEE JOINS MARSICO. Covered Persons who acquired MCM Sub- advised Fund shares prior to a related Employee's employment with Marsico should sell those shares within 60 days of joining Marsico. A pre-clearance is not required in this circumstance.

e. PURCHASES/HOLDING/SALES OF MARSICO FUND SHARES. Covered Persons may invest in Marsico Fund shares subject to the following restrictions:

o Marsico Fund shares may only be purchased through UMB, Empower, or through Electronic Feed Brokers.

o If a Covered Person acquired Marsico Fund shares through channels other than UMB, Empower, or through Electronic Feed Brokers before a related Employee joined Marsico, the Covered Person must initiate a transfer of the shares to UMB, Empower, or any of the Electronic Feed Brokers, or sell the shares within 60 days of joining Marsico.

o Covered Persons must hold all Marsico Fund shares for at least 30 days after purchase. Waivers may be granted in cases of death, disability, or other special circumstances approved by the Compliance Department (such as systematic withdrawal programs). Automatic investments into Marsico Fund shares (e. g. , generated by ongoing systematic bi-monthly contributions into the Empower 401(k) plan or an ongoing automatic investment plan into a UMB or Electronic Feed Broker account) are exempt from the 30 day hold period (STANDARD COMPLIANCE PRE-CLEARANCE OF THE SALE IS STILL REQUIRED ). Sanctions may be imposed for a violation up to and including disgorgement of any profit on a sale. The Compliance Department's determination regarding any sanction will be final.

Marsico Fund shares are subject to sale pre-clearance and reporting requirements discussed in Section D. 3. , subject to certain exceptions:

o An Employee may obtain a hardship withdrawal from an MCM 401(k) plan or borrow against an MCM 401(k) Plan account with Empower, even though such a withdrawal or borrowing may involve an effective sale of some or all Marsico Fund shares held in the account, without pre-clearing the sale.

D.2. PERMITTED TRANSACTIONS IN OTHER INVESTMENTS

A Covered Person may freely, without pre-clearance, purchase, hold, exchange, sell, or sell short Reportable Investments, or investments that are not Covered Securities. These transactions must still comply with
Section D. and reporting requirements in Section E.1.

a. PURCHASE, HOLDING, OR SALE OF REPORTABLE INVESTMENTS

A Covered Person (or financial adviser, trustee or other person) may, without pre-clearance, buy, hold, exchange, sell, or sell short Reportable Investments, including the following:

o Municipal securities and foreign sovereign debt, including bills, bonds or notes

o ETFs, ETNs, and closed-end funds traded through Electronic Feed Brokers

o Shares of collective investment funds or commingled funds held through retirement plans

o Any put, call, straddle, option, or privilege on a group or index of securities

o Any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency

o Futures, options, or other derivatives, including those based directly on particular Reportable Investments (but not on particular Restricted- Reportable Investments)

o Registered notes through person-to-person lending programs

(REMINDER: YOU MUST REPORT QUARTERLY (OR MORE FREQUENTLY, AS MAY BE REQUESTED BY COMPLIANCE) ANY TRADING ACTIVITY IN THE ABOVE SECURITIES, AND YOU MUST REPORT ANNUALLY YOUR HOLDINGS OF THE ABOVE SECURITIES)

b. PURCHASE, HOLDING, OR SALE OF INVESTMENTS THAT ARE NOT COVERED SECURITIES

A Covered Person (or financial adviser, trustee or other person) may, without pre-clearance, buy, hold, exchange, sell, or sell short without restrictions any security or other investment that is not a Covered Security, including the following:

o Direct obligations of the U.S. government (e.g., Treasury securities)

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

o Shares issued by money market funds

o Interests in a state-sponsored college savings 529 plan

(REMINDER: You do NOT need to report activity in or holdings of Investments that are not Covered Securities, but the account must still be reported)

D.3. TRANSACTIONS REQUIRING PRE-CLEARANCE

A Covered Person may transact in a Restricted-Reportable Investment (including Marsico Fund shares or other securities) if the person follows pre-clearance and other procedures designed to avoid potential conflicts of interest.

a. RESTRICTED-REPORTABLE INVESTMENTS (INCLUDING MARSICO FUND SHARES).

BEFORE a Covered Person buys, sells, or exchanges any Restricted-Reportable Investment (Marsico Fund shares only require pre-clearance for sales or exchanges that will create a sale), a related Employee must submit a pre- clearance request and receive approval. The persons authorized to approve pre- clearances for transactions are:

Compliance Analysts or Director of Compliance Chief Compliance Officer of MCM Chief Compliance Officer of the Marsico Funds

ONCE PRE-CLEARANCE IS GRANTED IT IS VALID ONLY UNTIL MARKET CLOSE ON THE NEXT BUSINESS DAY, AND ONLY FOR THE APPROVED SECURITY AND AMOUNT INDICATED ON THE PRE-CLEARANCE (or for a lower amount) unless otherwise discussed with Compliance staff.

FAILURE TO OBTAIN PRE-CLEARANCE FOR A PURCHASE, SALE, OR EXCHANGE OF ANY RESTRICTED-REPORTABLE INVESTMENT (MARSICO FUND SHARES ONLY REQUIRE PRE-CLEARANCE FOR SALES OR EXCHANGES THAT WILL CREATE A SALE) IS A BREACH OF MARSICO'S RULES. A violation by an Employee or a related Covered Person may expose the Employee to sanctions, may require a trade to be canceled, and the Covered Person or related Employee may be required to bear any loss. If MCM believes it is warranted in its sole discretion, MCM may require any profits from an unauthorized trade to be donated to a charity.

b. HOLDING PERIOD FOR SHARES OF MARSICO FUNDS. As a general principle, Covered Persons should engage in personal securities transactions in the Marsico Funds for investment purposes rather than to generate short-term trading profits. Therefore, Covered Persons are generally prohibited from selling Marsico Fund shares acquired within the previous 30 days. MCM may waive compliance with this requirement in advance for good cause shown (such as a need to sell investments to buy a home).

c. BLACKOUT PERIOD FOR RESTRICTED-REPORTABLE INVESTMENTS. You MAY NOT
BUY OR SELL a Restricted-Reportable Investment WITHIN THREE BUSINESS DAYS BEFORE OR AFTER, not including the day of the trade (the Blackout Period), a trade in the same security (or a security issued by the same issuer, subject to Compliance review) for a Fund or other client. This Blackout Period is intended to ensure that a Covered Person's securities transactions do not coincide with those of MCM's clients. Its application BEFORE a trade for a client poses difficulties (since it may be impossible to predict whether a security will be traded in the future). Nonetheless, Marsico makes reasonable efforts to apply this period. The Blackout Period does not apply to Marsico Fund transactions.

If a pre-cleared trade falls within the Blackout Period, MCM may ask the Covered Person to cancel the transaction if appropriate in the circumstances, or may waive compliance with the requirement if there is good cause or under other special circumstances.

d. DE MINIMIS EXEMPTIONS FROM THE BLACKOUT PERIOD. During the pre-clearance review by Compliance, transactions in Restricted-Reportable Investments may be allowed a de minimis exemption from the Blackout Period when the total trade in a security on any one day is equal to or less than an estimated $20,000 at the time of pre-clearance (AGGREGATED ACROSS AN EMPLOYEE'S AND A RELATED COVERED PERSON'S ACCOUNTS HAVING COMMON OWNERSHIP) and the security's issuer has a market capitalization of $5 billion or greater. Please note that multiple classes or types of shares from one issuer will be combined for consideration of the $20,000 limit. In calculating the value of derivatives for purposes of the de minimis exemption, the calculation is based on the value of the shares underlying the applicable contract, and not the value of the contract.

TRANSACTIONS MEETING THE DE MINIMIS EXEMPTION FROM THE BLACKOUT PERIOD MUST STILL BE PRE-CLEARED WITH THE COMPLIANCE DEPARTMENT AND MUST BE REPORTED PURSUANT TO THE REQUIREMENTS OF THIS CODE.

D. 4. SPECIAL TRANSACTIONS REQUIRING PRE-CLEARANCE OF PURCHASE OR SALE

a. EMPLOYMENT ARRANGEMENTS. A Covered Person may buy or sell Restricted- Reportable Investments, including options under a present or former EMPLOYMENT ARRANGEMENT, and may exercise or sell any options, if the employer or an affiliate issues the securities or options. An Employee must obtain MCM's prior approval if a related Covered Person enters into such an arrangement to receive options or other securities in connection with a new employment arrangement commencing after the Employee has joined MCM. (See form of Approval of Investment in Limited Offering covered in b. below).

b. LIMITED OFFERINGS. A Covered Person may NOT acquire an interest in ANY LIMITED OFFERING (such as an interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets) UNLESS a related Employee obtains MCM's PRIOR APPROVAL (see form of Approval of Investment in Limited Offering).

Investments in a hedge fund or other pooled vehicle whose assets are invested in publicly-traded shares of stock and other securities like those purchased for MCM clients (except a fund advised by MCM) will generally be subject to conditions similar to those for a Special Account discussed below.

A Covered Person may SELL an interest in a Limited Offering without restrictions, (unless the person will receive an interest in an Initial Public Offering in return, which requires MCM's prior approval). Holdings and transactions in a Limited Offering must be reported on Code report forms (subject to exceptions discussed in E.1.d. below).

A Covered Person need not seek approval for additional transactions in a Limited Offering after the initial transaction if the additional transactions do not increase the amount of the person's investment beyond what was originally approved by MCM. If there are additional investments in the same previously approved Limited Offering beyond the original amounts approved, the additional investments must be approved and the transactions must be reported as required in section E.1.b.

If a Covered Person acquires a Limited Offering in a private company, either before association with Marsico or through an Exempted Transaction, MCM may have to follow special procedures if it later seeks to purchase securities of the same issuer for clients. At MCM's discretion, the Employee having a Beneficial Ownership interest in the investment may be excluded from decision-making relating to such an investment. If the Employee plays a material part in MCM's consideration of the investment, the decision to invest may be independently reviewed by other MCM investment personnel with no personal interest in the issuer. MCM may request information from Employees regarding these items, as appropriate.

Pre-approval and reporting requirements may not apply to a Covered Person's ownership of certain personal or family companies or partnerships that do not hold assets such as securities primarily for investment. An entity (e.g., an LLC) that holds only family property (such as an airplane, residence, or vacation home), and is not primarily intended as an investment, are exempted because the entity is not a vehicle for investing in securities. In contrast, if the entity holds securities or similar assets mainly for investment, owns substantial income- producing assets, or offers shares/ownership opportunities to non-family members, it may be viewed as an investment vehicle, and the exemption may NOT apply.

c. SPECIAL ACCOUNTS. A financial adviser, trustee, or other person may buy or sell Restricted-Reportable Investments in a managed Special Account for an Employee (or other Covered Person in whose securities the Employee has a Beneficial Ownership interest) ONLY in circumstances requiring, among other things, that the Employee obtains MCM's prior approval (see form of Special Account Certification). Approval will require that:

(1) The financial adviser, trustee, or other person who manages the Special Account has complete control over the account under a written grant of discretion or other formal arrangement, and that the Employee has no direct

influence or control over specific investment decisions made for the Special Account, apart from providing information about general goals and objectives and restricted securities;

(2) The Employee (and any related person) does not disclose to the financial adviser, trustee, or other person who manages the Special Account any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

(3) The financial adviser, trustee, or other person who manages the Special Account does not consult in advance with the Employee (or related Covered Person) regarding specific investment decisions to be implemented for the Special Account, apart from obtaining information about general goals and objectives and restricted securities; and

(4) The Employee completes the form of Special Account Certification (or its equivalent) and any other documents requested by MCM; reports the EXISTENCE of the Special Account in periodic holdings and transaction reports; and reports SECURITIES HOLDINGS AND TRANSACTIONS IN the Special Account through account statements or otherwise if requested.

Whether an exemption will be granted for a Special Account will be determined on a case-by-case basis. MCM reserves the rights to impose additional conditions as necessary or appropriate depending on the circumstances, and to revoke the exemption at any time.

d. INITIAL PUBLIC OFFERINGS. A Covered Person may NOT ACQUIRE an interest in an INITIAL PUBLIC OFFERING ("IPO") UNLESS a related Employee obtains the PRIOR APPROVAL of MCM's Compliance Department (see form of Approval of Investment in Initial Public Offering), or the purchase occurs through a transaction involving limited discretion. Because IPO securities generally are Restricted-Reportable Investments, sales of such securities also are subject to pre-clearance requirements. PURCHASES OF IPOS WILL NOT BE ALLOWED A DE MINIMIS EXEMPTION FROM THE BLACKOUT PERIOD.

E.1. REPORTING OBLIGATIONS

Each Employee must file with MCM periodic reports about the Employee's securities holdings, transactions, and accounts and those of other Covered Persons related to the Employee as defined in B.1. above. SEC requirements mainly determine the form of these reports and their contents.

FAILURE TO FILE A TIMELY, ACCURATE, AND COMPLETE REPORT IS A SERIOUS BREACH OF THE CODE AND SEC RULES. If you are late, or file a report that is misleading or incomplete, you may face sanctions including identification by name to the Funds' board of

directors or MCM management, withholding of salary or bonuses, or termination of employment.

a. INITIAL HOLDINGS REPORT: Each Employee must provide an initial complete listing of all accounts and each Covered Security (consisting of Prohibited Investments, Restricted-Reportable Investments, and Reportable Investments as defined on pages 3 through 5, including Marsico Fund shares and MCM Sub- advised Fund shares) in which you or related Covered Persons had any direct or indirect Beneficial Ownership as of the date when employment began.

(1) Specifically, within ten days after you begin employment with Marsico, you must submit to Marsico a report that contains:

(a) The name/title and ticker symbol (or other security identifier) of each Covered Security (including all holdings of Marsico Fund shares and of MCM Sub-advised Fund shares).

(b) The number of shares held; and the principal amount of the COVERED SECURITY as of the date when you began employment with Marsico. You may initially provide this information to Compliance by supplying copies of account statements or broker transaction confirmations that contain accurate, up-to-date information. All information contained in the account statements or confirmations must be current as of a date not more than 45 days prior to the date of your employment.

(c) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained ANY ACCOUNT in which ANY SECURITIES (Covered Securities or not) were held for your or any related Covered Person's direct or indirect benefit when you began employment with Marsico, the approximate date(s) when those accounts were established, and the account numbers and names of the persons for whom the accounts are held. MCM's Compliance Department will request duplicate account statements and confirmations (either electronically or via paper statements) from relevant brokers, dealers, banks and other institutions with assistance from the Marsico Employee.

(d) The date that you submitted the report.

b. QUARTERLY TRANSACTION REPORT: Each Employee must provide a quarterly report indicating all transactions during the quarter in Covered Securities (this includes Restricted-Reportable Investments and Reportable Investments as defined on pages 3 through 5) in which you or related Covered Persons had any direct or indirect Beneficial Ownership.

(1) Specifically, within thirty days after the end of each calendar quarter, you must submit to Marsico a report that contains:

(a) The date of each transaction (purchases, exchanges, sales), the name/title and ticker symbol (or CUSIP), interest rate and maturity date (if applicable), and the number of shares of and the principal amount of each COVERED SECURITY involved. Any transactions in an automatic investment plan including a dividend reinvestment plan do not need to be reported (although Compliance may request duplicate statements containing these transactions from time to time). In the event that no reportable transactions occurred during the quarter, the report should so note and be submitted in that form.

(b) The nature of the transaction (i.e., purchase, sale, or other type of acquisition or disposition).

(d) The name of the broker, dealer, bank, or other institution with or through which the transaction was effected.

You may provide this information by providing electronic or paper account statements or transaction confirmation copies to Compliance that contain accurate, up-to-date information, or by relying on statements or confirmations (or other information) KNOWN to have been received by Marsico no later than 30 days after the end of the applicable calendar quarter. YOU NEED NOT PROVIDE BACK-UP STATEMENTS REGARDING PURCHASE AND SALE TRANSACTIONS IN MARSICO FUND SHARES THAT ARE HELD AT EMPOWER, UMB, OR THROUGH ELECTRONIC FEED BROKERS (HOWEVER, STATEMENTS MAY BE REQUESTED IN THE INSTANCE OF ROLLOVERS INTO EMPOWER, OR FOR CERTAIN ELECTRONIC FEED BROKERS WHICH DO NOT PROVIDE ELECTRONIC STATEMENT FILES). MCM's Compliance Department obtains monthly purchase and sale reports from Empower regarding the Marsico 401(k) accounts and from UMB regarding Marsico Fund shares you hold at UMB in accounts that you have identified.

(e) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained ANY ACCOUNT in which ANY SECURITIES (Covered Securities or not) were held DURING THE QUARTER for your or any related Covered Person's direct or indirect benefit, the account numbers and names of the persons for whom the accounts were held, and the approximate date when each account was established.

(f) A notice of any NEW account opened for the direct or indirect Beneficial Ownership of the Employee DURING THE PAST QUARTER. MCM's Compliance Department will send a request to relevant institutions to provide duplicate account statements and confirmations (either

electronically or via paper statements) of securities transactions to Marsico with assistance from the Employee.

(g) The date that you submitted the report.

c. ANNUAL HOLDINGS REPORT: Annually, within 45 days after a date specified by the Compliance Department, each Employee must submit to Marsico a report that contains a complete listing of all accounts and of each Covered Security (consisting of Restricted-Reportable Investments and Reportable Investments as defined on pages 3 through 5, including Marsico Fund shares) in which you or related Covered Persons had any direct or indirect Beneficial Ownership as of the date.

(1) Specifically, within 45 days after the specified date, you must submit to Marsico a report that contains:

(a) the name/title and ticker symbol (or other security identifier) of each Covered Security (including all holdings of Marsico Fund shares).

(b) the number of shares held.

You may provide this information in part by providing electronic or paper account statements or transaction confirmation copies to Compliance that contain accurate, up-to-date information. All information contained in account statements or confirmations provided to Compliance must be current AS OF THE SPECIFIED DATE (not more than 45 days prior to the submission date). YOU NEED NOT PROVIDE BACK-UP STATEMENTS REGARDING SHARE BALANCES OF MARSICO FUND SHARES THAT ARE HELD AT EMPOWER, UMB, OR THROUGH ELECTRONIC FEED BROKERS. Regarding Marsico Fund shares, MCM's Compliance Department obtains monthly share balance reports from Empower regarding the Marsico 401(k) accounts and from UMB regarding Marsico Fund shares you hold at UMB in accounts that you have identified. MCM's Compliance department also receives daily share balance information for Marsico Fund shares held in accounts that you have identified with Electronic Feed Brokers. YOU MUST CONFIRM THAT THE INFORMATION CONTAINED IN THESE CONFIRMATIONS AND STATEMENTS OR TRANSACTION REPORTS ACCURATELY REFLECTS ALL REPORTABLE HOLDINGS FOR THE PERIOD.

(d) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) with which you maintained ANY ACCOUNT IN WHICH ANY SECURITIES (COVERED SECURITIES OR NOT) were held for your or any related Covered Person's direct or indirect benefit on the effective date, the account numbers and names of the persons for whom the accounts are held, and the approximate date when each account was established.

(e) The date that you submitted the report.

(f) Certifications: Initially, annually, and following any amendments, all Employees will be required to certify that they have read and understand the Code and have complied with the requirements of the Code.

d. EXCEPTION TO REQUIREMENT TO LIST TRANSACTIONS OR HOLDINGS: You need not list any SECURITIES HOLDINGS OR TRANSACTIONS IN any account over which you had no direct or indirect influence or control (ALTHOUGH SECURITIES HOLDINGS AND TRANSACTIONS IN THESE TYPES OF ACCOUNTS MAY BE LISTED IF MARSICO IS RECEIVING INFORMATION ELECTRONICALLY THROUGH MCM'S SOFTWARE USED TO ASSIST IN MONITORING THE CODE), unless requested by the Compliance Department. This may apply, for example, to a Special Account. You must still identify the EXISTENCE of the account in your list of securities accounts.

Marsico may at any time request statements for any account listed on a report to assist in ensuring compliance with the Code. Please ask the Compliance Department or the Legal Department if you have questions about reporting requirements.

E.2. REVIEW OF REPORTS AND OTHER DOCUMENTS

The Compliance Department will review each report submitted pursuant to
Section E.1. by Employees for consistency with the Code, and may review account statements or confirmations from institutions that maintain the accounts. To ensure adequate scrutiny, a report concerning a member of the Compliance Department will be reviewed by a different member of the Compliance Department.

F. VIOLATIONS OF THE CODE

All Employees will promptly report any violations of the Code to the Chief Compliance Officer of MCM, the Chief Compliance Officer of the Funds, or a member of the Compliance Department.(1) Reports of violations of the Code may be submitted anonymously. Voluntary cooperation with MCM's internal compliance and reporting systems may assist MCM to efficiently manage and resolve compliance issues as well as benefit Employees. Efforts to obscure Code violations may result in sanctions. EMPLOYEES WHO IN GOOD FAITH REPORT VIOLATIONS OF THE CODE OR OTHER MCM POLICIES AND PROCEDURES SHALL NOT BE SUBJECT TO ANY RETALIATION FOR THEIR CONDUCT IN REPORTING SUCH VIOLATIONS.

The Compliance Department will promptly investigate any violation or potential violation of the Code, and recommend to the Chief Compliance Officer of MCM or

1 All violations of this Code must periodically be reported to MCM's Chief Compliance Officer.

the Chief Compliance Officer of the Funds appropriate action to cure the violation and prevent future violations. The Compliance Department will keep a record of investigations of violations, including actions taken as a result of a violation. If an Employee or a related Covered Person violates the Code, the Employee may be subject to sanctions including identification by name to the Funds' board of directors or MCM management, withholding of salary or bonuses, or termination of employment. Violations of the Code also may violate federal or state laws and may be referred to authorities.

G. PROTECTION OF MATERIAL, NON-PUBLIC INFORMATION

MCM maintains comprehensive policies and procedures designed to prevent the misuse of material, non-public information ("Insider Trading Policy"). MCM's Insider Trading Policy is designed to ensure, among other goals, that MCM personnel act consistently with fiduciary and legal duties owed to clients, and that those personnel do not personally profit from material, non-public information available to them at the expense of clients or other persons to whom duties are owed. MCM's Insider Trading Policy is also designed to ensure that MCM's proprietary information, including MCM securities recommendations and client securities holdings, is not disclosed improperly. Every MCM employee is required to read the Insider Trading Policy, to sign and return accompanying acknowledgements, and to retain a copy of the policy in a readily accessible place for reference.

SPECIAL PROVISION FOR INDEPENDENT FUND TRUSTEES: This provision is intended to prevent the misuse of material, non-public information when an Independent Trustee also serves as a director or officer of an operating company, if the company's securities are held by a Fund, or are under consideration for purchase or sale by the Fund. In those circumstances, the Independent Trustee should refrain from privately discussing the company or the Marsico Funds' holdings (or contemplated holdings) in the company with any Marsico Employee. The Independent Trustee also should recuse himself or herself from any Board discussion or presentation regarding the securities of the company. The Independent Trustee may attend a general company meeting or other meeting, at which the Independent Trustee may discuss the company with other members of the Board, the financial community, or securities analysts. Any questions regarding this policy should be discussed with the Chief Compliance Officer of the Funds.

H. 1. MISCELLANEOUS ISSUES CONCERNING BOARD SERVICE, GIFTS, AND LIMITED OFFERINGS

Some conduct that does not involve personal trading may still raise concerns about potential conflicts of interest, and is therefore addressed here.

a. SERVICE ON BOARDS: Employees may not serve on the board of directors or in a similar capacity for any for-profit company or other for-profit organization that is the type of company in which MCM might reasonably consider investing for clients without MCM's written approval. Approval generally will be granted

only if MCM believes that board service is consistent with the best interests of Marsico's clients. If service on the board or in a similar capacity is authorized, you and MCM may need to follow certain procedures to ensure that you and Marsico do not obtain or misuse confidential information. MCM also may require you to show that any securities you receive from the for-profit company or organization are appropriate compensation. Employees are asked to notify the Compliance Department if they serve in an INVESTMENT-RELATED ROLE on the board of directors or similar capacity for any organization (INCLUDING NON-PROFIT ENTITIES).

b. OTHER BUSINESS ACTIVITIES/RELATIONSHIPS: Employees should consider their fiduciary responsibilities to MCM and its clients in connection with outside business activities, business-related financial relationships, and outside employment arrangements. Employees should also consider family members' employment arrangements. Outside business activities, business-related financial relationships, and employment arrangements should not interfere with the Employee's responsibilities at MCM, and Employees should be sensitive to the appearance of potential conflicts of interest. A potential conflict of interest may appear to exist when an Employee's or family member's private or personal interests could significantly interfere with the interests of MCM or its clients, including the Marsico Funds.

To help MCM manage potential conflicts of interest, please inform the Compliance Department or Legal Department of any of your significant and/or investment-related outside business activities, business-related financial relationships, or those of family members (such as your spouse, parent, spouse's parent, sibling, child) employment arrangements if they might appear to raise potential conflicts of interest, including, but not limited to, business or employment relationships with a broker-dealer or other service provider to MCM, a company in which MCM invests or may invest in for client portfolios, a client or potential client of MCM, or another firm that has a significant relationship with MCM. Any questions should be directed to the Compliance Department or Legal Department.

c. GIFTS/ENTERTAINMENT: Marsico seeks to work with service providers and clients based primarily on factors such as the quality of services provided, rather than on extraneous considerations such as gifts or relationship aspects not relevant to service quality.

ACCEPTING GIFTS OR ENTERTAINMENT

EMPLOYEES SHOULD NOT ACCEPT GIFTS, MEALS, OR ENTERTAINMENT FROM ANYONE BASED ON MCM'S POSITION IN PROVIDING (OR POTENTIALLY PROVIDING) INVESTMENT MANAGEMENT SERVICES TO ERISA PLANS (or to pooled funds on behalf of such plans), or based on the value or amount of business conducted with ERISA plans (or with pooled funds on behalf of such plans), without approval by the

Compliance Department. If such gifts or entertainment are inadvertently accepted, please promptly notify the Compliance Department.

On occasion, Employees may be offered non-cash gifts or entertainment by clients, broker-dealers, other service providers or vendors, or other persons not affiliated with Marsico who may be in a position to do business with Marsico. Any gifts and entertainment considered for acceptance should be nominal or ordinary and customary, and Employees may not accept cash gifts, or extraordinary or extravagant gifts or entertainment.

SUBJECT TO RESTRICTIONS ON RECEIVING GIFTS AND ENTERTAINMENT BASED ON MCM'S PROVISION OF SERVICES TO ERISA PLANS, AS DISCUSSED ABOVE, you may accept gifts of a nominal value (i.e., no more than $100 annually from one person) such as gift baskets or food items. (Trinkets such as pens, key chains, Lucite "tombstones", logo-emblazoned items, or similar promotional items of de minimis value are not considered to be gifts.)

For reasons such as to maintain good working relationships and service quality, evaluate capabilities and limitations, learn more about alternatives, etc., you may accept invitations to participate in CUSTOMARY business meals and/or other entertainment of reasonable value if both you and the giver are present and the entertainment is not extravagant (e.g., routine sporting events or theatrical productions are permissible).
PLEASE CALL THE COMPLIANCE DEPARTMENT IF YOU ARE UNSURE ABOUT WHETHER YOU MAY RECEIVE A GIFT, MEAL OR ENTERTAINMENT FROM SERVICE PROVIDERS OR CLIENTS.

You may not solicit gifts or entertainment from anyone. Please do not accept gifts or entertainment that could raise any questions about MCM's commitment to work with service providers and others based on factors such as the quality of services provided, or that could be embarrassing to you or Marsico if made public.

GIVING GIFTS OR ENTERTAINMENT

EMPLOYEES SHOULD NOT GIVE GIFTS, MEALS, OR ENTERTAINMENT TO ANYONE IN CONNECTION WITH MCM'S POSITION IN PROVIDING (OR POTENTIALLY PROVIDING) INVESTMENT MANAGEMENT SERVICES TO ERISA PLANS (or to pooled funds on behalf of such plans), or based on the value or amount of business conducted with ERISA plans (or with pooled funds on behalf of such plans) without approval by the Compliance Department. EMPLOYEES ALSO SHOULD NOT GIVE ANY
GIFTS, MEALS OR ENTERTAINMENT TO TAFT-HARTLEY CLIENTS (UNION CLIENTS OR PROSPECTS) OR FOREIGN PUBLIC OFFICIALS (FOR EXAMPLE, PUBLIC OFFICIALS THAT RUN SOVEREIGN WEALTH FUNDS) WITHOUT APPROVAL BY THE COMPLIANCE DEPARTMENT. If such gifts, meals or entertainment are inadvertently given, please promptly report them to the Compliance Department.

OTHERWISE, employees may not give a gift that has a fair market value greater than $100 per year to persons associated with securities or financial organizations, exchanges, broker-dealers, publicly traded companies, commodity firms, news media, or clients or potential clients of MCM. Subject to the restrictions discussed above, you may provide customary and reasonable entertainment to these persons if both you and the recipient are present and the entertainment is not extravagant. Please do not give gifts or entertainment that could raise any questions about MCM's commitment to work with service providers and others based on factors such as the quality of services provided, or be embarrassing to you or Marsico if made public. PLEASE CALL THE COMPLIANCE DEPARTMENT IF YOU ARE UNSURE ABOUT WHETHER YOU MAY GIVE A GIFT, MEAL OR ENTERTAINMENT TO A CLIENT OR SERVICE PROVIDER.

MCM may request information from Employees relating to gifts/entertainment activities. Please ask the Compliance Department or the Legal Department if you have questions about gifts or entertainment.

H.2. RECORDKEEPING REQUIREMENTS

Marsico or its agents will maintain the following records at their places of business in the manner stated below. These records may be made available to the Securities and Exchange Commission for reasonable periodic, special, or other examinations:

o A copy of the Code that is currently in effect, and any Code that was in effect at any time within the past five years (maintained in an easily accessible place);

o A record of any violation of the Code, and of any action taken as a result of the violation (maintained in an easily accessible place for five years after the end of the fiscal year in which the violation occurs);

o A copy of each report required to be submitted by an Employee under
Section E. 1. , including broker transaction confirmations or account statements (maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place);

o A record of all Employees within the past five years who are or were required to make reports under the Code (maintained in an easily accessible place);

o A record of all persons who are or were responsible for reviewing reports of Employees during the past five years (maintained in an easily accessible place);

o A copy of each report to the Board of Trustees of the Funds submitted under Section H. 3. of the Code (maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place);

o A copy of each written approval granted to an Employee (including the reasons supporting such decision) relating to a Covered Person's acquisition of securities in an Initial Public Offering or a Limited Offering, and each written approval of

other transactions, such as a Pre-clearance Form (maintained for at least five years after the end of the fiscal year in which the approval was granted); and

o A copy of each Employee's periodic Certificate of Compliance (acknowledging receipt of the Code and any amendments) for five years (maintained in an easily accessible place).

H.3. BOARD APPROVAL AND ANNUAL REVIEW REQUIREMENTS

This Code and any material changes must be approved by the Board of Trustees of the Funds, including a majority of the Independent Trustees, within six months after the adoption of the material change. Each approval must be based on a determination that the Code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by Rule 17j-l (b) under the 1940 Act, including conduct identified in Section D. above.

At least annually, the Fund's Chief Compliance Officer, on behalf of MCM, will provide to the Board of Trustees of the Funds, and the Trustees will review, a written report that summarizes existing procedures concerning personal trading (including any changes in the Code), certifies that Marsico has adopted procedures reasonably necessary to prevent violations of the Code, describes any issues arising under the Code, including any material violations and sanctions imposed since the last report to the Board, and identifies any recommended changes to the Code.

MCM's Chief Compliance Officer must approve the Code on behalf of MCM. On an annual basis, MCM's Chief Compliance Officer, with the assistance of any designees, will review the adequacy and effectiveness of the Code, and make any necessary recommendations for revisions of the Code.

MCM's Compliance Department is responsible for providing, as necessary, any training and education to Employees regarding compliance with the Code.

I. DEFINITIONS OF CERTAIN TERMS

1. "Access Person" means:

(a) Any "MCM-Supervised Person," defined as any MCM partner, officer, director (or person with similar status or functions), or employee (or other person who provides investment advice for MCM and is subject to MCM's supervision or control), if the MCM-Supervised Person:

(i) Has access to non-public information regarding any MCM client's purchase or sale of securities, or non-public information regarding the portfolio holdings of any investment company advised or sub-advised by MCM; or

(ii) Is involved in making securities recommendations to clients, or has access to such recommendations that are non-public;

(b) Any "Advisory Person of the Funds or of MCM," defined as (i) any director, officer, general partner or employee of the Funds or MCM (or of any company in a control relationship to the Funds or
MCM) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to those purchases or sales; and (ii) any natural person in a control relationship to the Funds or MCM who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by the Fund; and

(c) Any "Informed Underwriter Representative," defined as a director, officer, or general partner of the principal underwriter of the Funds who, in the ordinary course of business, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities; provided that the Informed Underwriter Representative is not required to meet reporting requirements under the Code (or any code of ethics maintained by the principal underwriter) unless the principal underwriter is an affiliated person of a Fund or MCM, or the Informed Underwriter Representative also serves as an officer, director, or general partner of a Fund or MCM.

(d) All directors, officers, and general partners of either MCM or the Funds are presumed to be Access Persons.

2. "Beneficial Ownership" has the same meaning as under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) under the Act. Under those provisions, a person generally is the beneficial owner of (or has a Beneficial Ownership interest in) any securities in which the person has or shares a direct or indirect pecuniary interest. A person's Beneficial Ownership interest ordinarily extends to securities held in the name of a spouse, minor children, relatives resident in the person's home, or unrelated persons in circumstances that suggest a sharing of financial interests, such as when the person makes a significant contribution to the financial support of the unrelated person, or shares in profits of the unrelated person's securities transactions. Key factors in evaluating Beneficial Ownership include the person's ability to benefit from the proceeds of a security, and the extent of the person's control over the security.

3. "Covered Person" -- see Section B.1.

4. "Covered Security" -- see Section B.2.

5. "Employee" means (1) any Marsico Employee, (2) any temporary staffer who has worked for Marsico continuously for more than 30 days, and (3) any other Access Person not included within (1) and (2). "Employee" does not include an INDEPENDENT Trustee of the Funds.

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

7. "Limited Offering" means any offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) or Section 4(a)(6) of the Securities Act or pursuant to Rule 504, 505, or 506 under the Securities Act. A Limited Offering generally includes any interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets, and certain interests in stock options or other deferred compensation.

8. "Marsico Employee" means any officer, principal, or permanent employee of MCM, and any officer or permanent employee of the Funds. "Marsico Employee" does not include an INDEPENDENT Trustee of the Funds. "Marsico Employee" also does not include an inactive or semi-retired employee who receives salary or benefits, but does not actively participate in Marsico's business, have access to current information regarding the purchase or sale of Covered Securities by the Funds, or make recommendations regarding those purchases or sales.

9. "Prohibited Investment" -- see Section B.2.a.

10. "Restricted-Reportable Investment" -- see Section B.2.b.

11. "Reportable Investment" -- see Section B.2.c.

12. "Security Held or to be Acquired by a Fund" means (1) any Covered Security that within the most recent 15 days (a) is or has been held by one of the Funds or a mutual fund sub-advised by MCM; or (b) is being or has been considered by a Fund or MCM for purchase by the Fund or a mutual fund sub-advised by MCM; and (2) any option to purchase or sell, and any security convertible into or exchangeable for, such a Covered Security.

13. "Special Account" means a managed account in which a financial adviser, trustee, or other person buys or sells Restricted-Reportable Investments for a Covered Person (or for a person in whose securities a Covered Person has a

Beneficial Ownership interest), provided that the account meets the requirements described in Section D.4.c.

The following forms are available in the MCM Forms public drive:

o Sample Letter to Broker or Other Institution

o Approval of Investment in Limited Offering

o Approval of Investment in Initial Public Offering

o Special Account Certification

The following forms are to be submitted electronically through MCM's software used to assist in monitoring the Code. The forms may instead be submitted in paper form (templates of which are available from Compliance) in the event that MCM's software used to assist in monitoring the Code is temporarily unavailable, or for other reasons):

o Initial Personal Holdings Report

o Initial/Annual Certification of Compliance with Code of Ethics

o Quarterly Personal Transaction Report

o Annual Personal Holdings Report

o Pre-clearance Form

J. ADOPTION AND EFFECTIVE DATE

Approved by:     /S/ STEVEN CARLSON
Title:           CHIEF COMPLIANCE OFFICER
Effective as of: OCTOBER 1, 2004

Amended:        APRIL 1, 2005
Approved by:    /S/ STEVEN CARLSON
Title:          CHIEF COMPLIANCE OFFICER
Effective Date: FEBRUARY 1, 2005

Amendment Approved: August 8, 2008

Approved by: /s/ STEVEN CARLSON
Title:       CHIEF COMPLIANCE OFFICER
Effective Date: SEPTEMBER 1, 2008


Approved by:    /s/ STEVEN CARLSON
Title:          CHIEF COMPLIANCE OFFICER
Effective Date:  DECEMBER 6, 2011


Approved by:    /S/ STEVEN CARLSON
Title:          CHIEF COMPLIANCE OFFICER
Effective Date: DECEMBER 10, 2012

Approved by:    /S/ STEVEN CARLSON
Title:          CHIEF COMPLIANCE OFFICER
Effective Date: MAY 20, 2015

Approved by:    /S/ STEVEN CARLSON
Title:          CHIEF COMPLIANCE OFFICER
Effective Date: DECEMBER 1, 2015

Approved by:    /S/ STEVEN CARLSON
Title:          CHIEF COMPLIANCE OFFICER
Effective Date: August 10, 2017

SEI INVESTMENTS GLOBAL FUNDS SERVICES

CODE OF ETHICS

NOTE - This document is very important. Please take the time to read it
thoroughly before you submit the required annual certification.

Any questions regarding this Code of Ethics should be referred to a member of the SEI
Compliance Department. See page 2 for more information.

A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.

February 2017

TABLE OF CONTENTS

PAGE #

I. GENERAL POLICY 2

II. CODE OF ETHICS;

          A. Purpose of Code                                                   3
          B. Employee Categories                                               3
          C. Prohibitions and Restrictions                                     3
          D. Pre-clearance of Personal Securities Transactions                 4
          E. Reporting Requirements                                            5
          F. Detection and Reporting of Code Violations                        8
          G. Violations of the Code of Ethics                                  9
          H. Confidential Treatment                                            9
          I. Recordkeeping                                                     9
          J. Definitions Applicable to the Code of Ethics                     10

III. EXHIBITS -- CODE OF ETHICS REPORTING FORMS:

          EXHIBIT 1A -- Sample Account Opening Letter to Brokers/Dealers
                              (from employee)

          EXHIBIT 1B -- Sample Account Opening Letter to Brokers/Dealers
                              (from SEI)

          EXHIBIT 2 - Initial Securities Holdings Report

EXHIBIT 3 - Quarterly Transaction Report

EXHIBIT 4 - Annual Securities Holdings Report

EXHIBIT 5 - Annual Compliance Certification
(only required in lieu of preferred e-mail response)

EXHIBIT 6 - List of Investment Vehicles

I. GENERAL POLICY

SEI Investments Global Funds Services ("SIGFS") provides fund accounting and administration services to investment companies that are registered under the Investment Company Act of 1940. In addition, certain employees of SEI or their affiliates serve as directors and/or officers of certain Investment Vehicles. As used herein, "Investment Vehicle" refers to any registered investment company for which SEI provides fund administration or accounting services. This Code of Ethics ("Code") sets forth the procedures and restrictions governing the personal securities transactions for SEI personnel.

SEI has a highly ethical business culture and expects that all personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SEI personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm's clients.

Pursuant to this Code, certain SEI personnel, their family members, and other persons associated with SIGFS will be subject to various requirements for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

PLEASE NOTE THAT ALL SEI PERSONNEL ARE ALSO SUBJECT TO THE CODE OF CONDUCT OF SEI INVESTMENTS COMPANY, WHICH IS THE PARENT COMPANY OF SIGFS. THE REQUIREMENTS AND LIMITATIONS OF THIS CODE OF ETHICS ARE IN ADDITION TO ANY REQUIREMENTS OR LIMITATIONS CONTAINED IN THE CODE OF CONDUCT. IN ADDITION, EMPLOYEES OF SIGFS ARE SUBJECT TO ALL OTHER APPLICABLE COMPLIANCE POLICIES AND PROCEDURES ADOPTED BY THOSE ENTITIES. ALL EMPLOYEES ARE REQUIRED TO COMPLY WITH FEDERAL SECURITIES LAWS.

ANY QUESTIONS REGARDING THIS CODE OF ETHICS SHOULD BE DIRECTED TO A MEMBER OF THE SEI COMPLIANCE DEPARTMENT. KEITH DIETEL (610-676-2407) IS THE PRIMARY CONTACT.

II. CODE OF ETHICS

A. PURPOSE OF CODE

This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 ("the 1940 Act"), as amended, and Rule 17j-1 there under, as amended, to the extent applicable to SEI's role as fund accountant and administrator to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such accounts. Certain SEI personnel will be subject to various requirements based on their responsibilities within SEI and accessibility to certain information. Those functions are set forth in the categories below.

B. EMPLOYEE CATEGORIES

1. ACCESS PERSON:

(A) Any director, officer or employee of SEI or their affiliates who serves as a director or officer of an Investment Vehicle; and

(B) Any director, officer or employee of SEI who, in connection with his or her regular functions or duties, obtains information concerning recommendations to an Investment Vehicle with regard to the purchase or sale of Covered Securities, or obtains prior or contemporaneous information regarding the purchase or sale of Covered Securities by an Investment Vehicle.

2. ADMINISTRATION PERSONNEL:

Any director, officer or employee of SEI whose principal function or duties relate to the provision of fund accounting or fund administration services by SEI to any Investment Vehicle, and who is not an Access Person.

C. PROHIBITIONS AND RESTRICTIONS

1. PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

Access Persons and Administration Personnel may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle:

a. employ any device, scheme or artifice to defraud the Investment Vehicle for which SEI provides fund accounting or administration services;

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

c. engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or

d. engage in any manipulative practice with respect to the Investment Vehicle.

2. EXCESSIVE TRADING OF MUTUAL FUND SHARES

Access Persons and Administration Personnel may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles, except for money market funds. EXHIBIT 6 hereto

provides a list of the Investment Vehicles for which SEI provides such services. For purposes of this section, a person's trades shall be considered "excessive" if made in violation of any stated policy in the fund's prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

D. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

1. TRANSACTIONS REQUIRED TO BE PRE-CLEARED:

o Access Persons and Administration Personnel must pre-clear with the SEI Compliance Officer or the designated representative of the SEI Compliance Department a proposed transaction in a Covered Security if he or she has actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Covered Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle. The pre-clearance obligation applies to all Accounts held in the person's name or in the name of others in which they hold a Beneficial Ownership interest. NOTE THAT, AMONG OTHER THINGS, THIS MEANS THAT THESE PERSONS MUST PRE-CLEAR SUCH PROPOSED SECURITIES TRANSACTIONS BY THEIR SPOUSE OR DOMESTIC PARTNER, MINOR CHILDREN, AND RELATIVES WHO RESIDE IN THE PERSON'S HOUSEHOLD. NO TRANSACTION IN COVERED SECURITIES MAY BE EFFECTED WITHOUT PRIOR WRITTEN APPROVAL, EXCEPT THOSE SET FORTH BELOW IN
SECTION D. 2 WHICH LISTS THE SECURITIES TRANSACTIONS THAT DO NOT REQUIRE PRE- CLEARANCE.

o The SEI Compliance Officer or designated representative of the SEI Compliance Department may authorize a Pre-clearing Person to conduct the requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the requesting person's work role, the size and holding period of the requesting person's position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting person's requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization.

2. TRANSACTIONS THAT DO NOT HAVE TO BE PRE-CLEARED:

o purchases or sales over which the person pre-clearing the transactions (the "Pre-clearing Person") has no direct or indirect influence or control;

o purchases effected upon the exercise of rights issued by an issuer PRO RATA to all holders of a class of its securities, to the extent such rights were acquired for such issuer; and

o acquisitions of Covered Securities through gifts or bequests.

3. PRE-CLEARANCE PROCEDURES:

o All requests for pre-clearance of securities transactions must be submitted to the SEI Compliance Officer or designated representative of the SEI Compliance Department by using the SEI Automated Pre-Clearance Trading system.

o The following information must be provided for each request:

a. Name, date, phone extension and job title; and

b. Transaction detail, i. e. whether the transaction is a buy or sell; the security name and security type; number of shares; price; date acquired if a sale; and whether the security is traded in a portfolio or Investment Vehicle, part of an initial public offering, or part of a private placement transaction.

o The SEI Compliance Officer or designated representative of the SEI Compliance Department will notify the requesting person whether the trading request is approved or denied through the SEI Automated Pre-Clearance Trading system.

o A Pre-clearance Request should not be submitted for a transaction that the requesting person does not intend to execute.

o Pre-clearance trading authorization is valid from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the previous pre-cleared transaction was not completed must be submitted to the SEI Compliance department or entered into the SEI Automated Pre-clearance Trading system. Also, Open and Limit Orders must be resubmitted for pre-clearance approval if not executed within the permitted time period.

o The SEI Compliance Officer or designated representative of the SEI Compliance Department can grant exemptions from the personal trading restrictions in this Code (with the exception of pre-clearance obligations) upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the certification of the requesting person as to his or her lack of knowledge of transactions by Investment Vehicles for which SEI provides fund accounting or administration services, the requesting person's work role, the size and holding period of the person's position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the exemption must document all exemptions.

o The SEI Compliance Department will maintain pre-clearance records and records of exemptions granted for 5 years.

E. REPORTING REQUIREMENTS

Note: For purposes of the reporting obligations below, please keep in mind that, in addition to other investment companies for which we provide services, the SEI Funds(1) (excluding money market funds)

(1) The SEI Family of Funds includes the following Trusts: Adviser Managed Trust, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, t, SEI Insurance Products Trust, SEI Tax Exempt Trust, SEI Structured Credit Fund, L.P., New Covenant Funds and The Catholic Values Trust.

meet the definition of Reportable Funds and, therefore, are Covered Securities. Trades in SEI Funds transacted through the SEI Capital Accumulation (401(k)) Plan and trades transacted through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code. You do not need to report separately with respect to those accounts. However, any trades in SEI Funds transacted in a different channel must be reported to the SEI Compliance Officer or the designated representative of the SEI Compliance Department.

1. DUPLICATE BROKERAGE STATEMENTS (ACCESS PERSONS)

o All Access Persons are required to instruct their broker/dealer to file duplicate statements with the SEI Compliance Department at SEI Oaks. Statements must be filed for all Accounts (including those in which the person has a Beneficial Ownership interest), except those that trade exclusively in open-end funds other than Reportable Funds, government securities or Automatic Investment Plans AND DO NOT OFFER THE ABILITY TO TRADE IN COVERED SECURITIES. Failure of a broker/dealer to send duplicate statements will not excuse a violation of this Section.

o A sample letter instructing the broker/dealer firms to send the statements to SEI is included as EXHIBIT 1A of this Code. If the broker/dealer requires a letter authorizing an SEI employee to open an account, a sample of that type of permission letter may also be found in EXHIBIT 1B. Please complete the necessary brokerage information and forward a signature ready copy to the SEI Compliance Officer.

o If no such duplicate statement can be supplied, the employee should contact the SEI Compliance Department.

2. INITIAL HOLDINGS REPORT (ACCESS PERSONS)

o All Access Persons must submit an Initial Holdings Report to the SEI Compliance Officer or designated representative of the SEI Compliance Department disclosing EVERY Covered Security, including Reportable Funds, beneficially owned directly or indirectly by such person WITHIN 10 DAYS of becoming an Access Person. Any person who returns the report late may be subject to the penalties in Section G regarding Code of Ethics violations.

o The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent; bank or other location where the security is held; and

e. the date the report is submitted.

o The Initial Holdings Report is attached as EXHIBIT 2 to this Code.

3. QUARTERLY REPORT OF SECURITIES TRANSACTIONS (ACCESS PERSONS)

o Access Persons must submit quarterly transaction reports of the purchases and/or sales of Covered Securities in which such persons have a direct or indirect Beneficial Ownership interest. A form for documenting the required reporting will be provided to all of the above defined persons before the end of each quarter by the SEI Compliance Officer or designated representative of the SEI Compliance Department and must be completed and returned NO LATER THAN 30 DAYS after the end of each calendar quarter. Quarterly Transaction Reports that are not returned by the date they are due WILL be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in
Section G regarding Code of Ethics violations.

o The following information must be provided on the report:

a. the date of the transaction, the description and number of shares, and the principal amount of each security involved;

b. whether the transaction is a purchase, sale or other acquisition or disposition;

c. the transaction price;

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

e. a list of securities accounts opened during the quarterly including the name of the broker, dealer or bank and account number; and

f. the date the report is submitted.

o The Quarterly Report of Securities Transaction is attached as EXHIBIT 3 to this Code.

4. ANNUAL REPORT OF SECURITIES HOLDINGS (ACCESS PERSONS)

o On an annual basis, all Access Persons must submit to the SEI Compliance Officer or designated representative of the SEI Compliance Department an Annual Report of Securities Holdings that contains a list of all Covered Securities, including Reportable Funds, in which they have any direct or indirect Beneficial Ownership interest.

o The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent, bank or other location where the security is held; and

e. the date the report is submitted.

o Annual Reports must be completed and returned to the SEI Compliance Officer or designated representative of the SEI Compliance Department WITHIN 30 DAYS after the end of the calendar year-end. Annual Reports that are not returned by the date they are due WILL be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in
Section G regarding Code of Ethics violations.

o The Annual Report of Securities Holdings is attached as EXHIBIT 4 to this Code.

5. ANNUAL CERTIFICATION OF COMPLIANCE

o All Access Persons and Administration Personnel will be required to certify annually that they:

a. have read the Code of Ethics;

b. understand the Code of Ethics; and

c. have complied with the provisions of the Code of Ethics.

o The SEI Compliance Officer or designated representative from the SEI Compliance Department will send out the form used to provide such certifications to all Access Persons and Administration Personnel. The certification must be completed and returned NO LATER THAN 30 DAYS after the end of the calendar year. Any person who repeatedly returns the forms late may be subject to the penalties in Section G regarding Code of Ethics violations.

o The Annual Certification of Compliance is attached as EXHIBIT 5 to this Code.

6. EXCEPTION TO REPORTING REQUIREMENTS

o An Access Person who is subject to the Code of Ethics of an affiliate of SEI ("Affiliate Code"), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements of paragraphs 1 through 4 above, will not be required to submit such reports under this Code.

F. DETECTION AND REPORTING OF CODE VIOLATIONS

1. The SEI Compliance Officer or designated representative of the SEI Compliance Department will:

o review the personal securities transaction reports or duplicate statements filed by Access Persons and compare the reports or statements of the Investment Vehicles' completed portfolio transactions. The review will be performed on a quarterly basis. If the SEI Compliance Officer or the designated representative of the SEI Compliance Department determines that a compliance violation may have occurred, the Officer will give the person an opportunity to supply explanatory material;

o prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of any Investment Vehicle that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SEI has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code;

o prepare a written report to SEI management outlining any violations of the Code together with recommendations for the appropriate penalties; and

2. An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy, and any concern about retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action.

G. VIOLATIONS OF THE CODE OF ETHICS

1. PENALTIES:

o Persons who violate the Code of Ethics may be subject to serious penalties, which may include:

a. written warning;

b. reversal of securities transactions;

c. restriction of trading privileges;

d. disgorgement of trading profits;

e. fines;

f. suspension or termination of employment; and/or

g. referral to regulatory or law enforcement agencies.

2. PENALTY FACTORS:

o Factors which may be considered in determining an appropriate penalty include, but are not limited to:

a. the harm to clients;

b. the frequency of occurrence;

c. the degree of personal benefit to the employee;

d. the degree of conflict of interest;

e. the extent of unjust enrichment;

f. evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

g. the level of accurate, honest and timely cooperation from the employee.

H. CONFIDENTIAL TREATMENT

o The SEI Compliance Officer or designated representative from the SEI Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SEI as necessary to evaluate compliance with or sanctions under this Code.

I. RECORDKEEPING

o SEI will maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

o A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.

J. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS

a. a spouse or domestic partner;

b. a child residing at home or attending college;

c. a relative who resides in the person's household; or

d. any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or
(b) the person can obtain title to the securities now or in the future.

o COVERED SECURITY -- except as noted below, includes any interest or instrument commonly known as a "security", including notes, bonds, stocks (including closed-end funds), debentures, convertibles, preferred stock, security future, warrants, rights, and any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities. Reportable Funds (which include SEI Funds) are "Covered Securities. " See the definition of Reportable Funds below.

A "Covered Security" DOES NOT INCLUDE (i) direct obligations of the U.S. Government, (ii) bankers' acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market funds and (vi) shares issued by open-end investment companies other than a Reportable Fund.

o INVESTMENT VEHICLE -- a registered investment company for which SEI provides fund administration or accounting services. A list of Investment Vehicles is provided as Exhibit 6 hereto. Please note that this list includes the SEI Funds.

o PURCHASE OR SALE OF A COVERED SECURITY -- includes the writing of an option to purchase or sell a security.

o REPORTABLE FUND -- Any Investment Vehicle other than a money market fund.

EXHIBIT 1A

SAMPLE ACCOUNT OPENING LETTERS TO BROKERS/DEALERS

(SENT DIRECTLY BY EMPLOYEE)

Date:

Your Broker
street address
city, state zip code

Re: Your Name, your S.S. # or account #

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Global Funds Services. Please send DUPLICATE STATEMENTS ONLY of this brokerage account to the attention of:

SEI Investments Global Funds Services Attn: The Compliance Department One Freedom Valley Drive Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics. Thank you for your cooperation.

Sincerely,

Your name

February 2017

EXHIBIT 1B

SAMPLE ACCOUNT OPENING LETTERS TO BROKERS/DEALERS

(SENT BY SEI)

Date:

[Address]

Re: Employee Name, Account #, SS#

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI Investments Global Funds Services. We grant permission for him/her to open a brokerage account with your firm, provided that you agree to send DUPLICATE STATEMENTS ONLY of this employee's brokerage account to:

SEI Investments Global Funds Services Attn: The Compliance Department One Freedom Valley Drive Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics. Thank you for your cooperation.

Sincerely,

SEI Compliance Officer

February 2017

EXHIBIT 2

SEI INVESTMENTS GLOBAL FUNDS SERVICES
INITIAL SECURITIES HOLDINGS REPORT

Name of Reporting Person:_______________________________________________________ Date Person Became Subject to the Code's Reporting Requirements: _______________ Information in Report Dated as of: _____________________________________________ Date Report Due: _______________________________________________________________ Date Report Submitted: _________________________________________________________

SECURITIES HOLDINGS:

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Name of Issuer and       No. of Shares (if      Principal Amount, Maturity Date and      Name of Broker, Dealer or Bank Where
Title of Security        applicable)            Interest Rate (if applicable)            Security Held
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If you have no securities holdings to report, please check here. [ ]

SECURITIES ACCOUNTS:

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Name of Broker, Dealer or Bank     Account Number     Names on Account     Type of Account
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If you have no securities accounts to report, please check here. [ ]

Signature: ____________________                              Date: ________

Received by: __________________

                                                                   February 2017

EXHIBIT 3

SEI INVESTMENTS GLOBAL FUNDS SERVICES
QUARTERLY TRANSACTION REPORT
TRANSACTION RECORD OF SECURITIES DIRECTLY OR INDIRECTLY BENEFICIALLY OWNED
FOR THE QUARTER ENDED_______________

NAME:______________________________________
SUBMISSION DATE:_____________________________

SECURITIES TRANSACTIONS

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Date of Transaction   Name of Issuer and   No. of Shares (if   Principal Amount,   Type of Transaction   Price   Name of Broker,
                      Title of Security    applicable)         Maturity Date and                                 Dealer or Bank
                                                               Interest Rate (if                                 Effecting
                                                               applicable)                                       Transaction
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If you had no reportable transactions during the quarter, please check here. [ ]

SECURITIES ACCOUNTS
If you established an account within the quarter, please provide the following information:

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Name of Broker, Dealer or Bank     Account Number     Names on Account     Date Account was Established     Type of Account
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If you did not establish a securities account during the quarter, please check here. [ ]

February 2017

By signing this document, I represent that all reported transactions were pre-cleared through the Compliance Department or the designated Compliance Officer in compliance with the SEI Code of Ethics. In addition, I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Policy.

Signature:__________________________

Received by: _______________________

February 2017

EXHIBIT 4

SEI INVESTMENTS GLOBAL FUNDS SERVICES
ANNUAL SECURITIES HOLDINGS REPORT
AS OF DECEMBER 31, ______________

NAME OF REPORTING PERSON: ______________________________________________________

SECURITIES HOLDINGS

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Name of Issuer and       No. of Shares (if applicable)      Principal Amount, Maturity      Name of Broker, Dealer or
Title of Security                                           Date and Interest Rate (if      Bank Where Security Held
                                                            applicable)
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If you had no securities holding to report this year, please check here. [ ]

SECURITIES ACCOUNTS

If you established an account within the year, please provide the following information:

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Name of Broker, Dealer or Bank     Date Account was Established     Account Number     Names on Account     Type of Account
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If you have no securities accounts to report this year, please check here. [ ]

I certify that the above list is an accurate and complete listing of all securities in which I have a direct or indirect beneficial interest.

___________________________                       ____________________________
Signature                                         Received by

___________________________
Date

Note: DO NOT report holdings of U.S. Government securities, bankers' acceptances, certificates of deposit, commercial paper and mutual funds other than Reportable Funds.

February 2017

EXHIBIT 5

SEI INVESTMENTS GLOBAL FUNDS SERVICES
RULE 17J-1 CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION

1. I hereby acknowledge receipt of a copy of the Code of Ethics.

2. I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SEI Compliance Officer and have received a satisfactory response[s].

3. For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year.

Print Name: ______________________

Signature: _______________________

Date:_________

Received by SEI: ________________

NOTE -- This form is only required to be signed if the recipient was not able
to electronically certify that he/she has read and understood the code of ethics by using the voting buttons on the e-mail that typically accompanies this document. In such cases, please return the signed form by attaching a scanned PDF version via an e-mail attachment to Keith Dietel (KDIETEL@SEIC.COM) or a hard copy via interoffice mail to Mr. Dietel (Summit 1).

February 2017

EXHIBIT 6

INVESTMENT VEHICLES AS OF FEBRUARY 28, 2017

THE ADVISORS' INNER CIRCLE FUND:              AFFILIATED FUNDS
  Acadian Funds                                 The SEI Funds
  AlphaOne Funds                                SEI Structured Credit Fund, L.P.
  Atlantic Trust                                New Covenant Funds
  Cambiar Funds                                 Adviser Managed Trust
  CBRE Clarion Long/Short Fund                  Catholic Values Trust
  Cornerstone Advisors
  Edgewood Growth Fund                        UNAFFILIATED FUNDS:
  FMC Funds                                     Cambria Funds ETF
  Haverford Quality Growth Fund                 Causeway Capital Management Trust
  Hamlin High Dividend Equity Fund              City National Rochdale Funds
  Harvest Funds                                 Community Capital Trust
  ICM Small Company Portfolio                   Exchange Traded Concepts ETF Funds
  Loomis Sayles                                 Global-X ETF Funds
  LSV Funds                                     Highland ETF Funds
  McKee International Equity Portfolio          JP Morgan ETF Trust
  Rice Hall James Portfolios                    KraneShares Funds and ETF
  Sarofim Equity Fund                           River Park Funds
  TS&W Portfolios                               Schroder Funds
  Thomson Horstmann and Bryant Micro Cap Fund   TD Asset Management USA Funds, Inc.
  Westwood Funds                                The Community Development Fund
                                                U.S. Global Investors Funds
THE ADVISORS' INNER CIRCLE FUND II FUND:        Van Eck Market Vectors ETF
  Cardinal Fund
  Champlain Funds
  Frost Funds                                 REGISTERED HEDGE FUNDS:
  Hancock Horizon Funds                         Madison Harbor Hedge Fund Strategies Fund
  LM Capital Opportunistic Bond Fund            Mellon Optima L/S Strategy Fund
  Reaves Utility & Infrastructure Fund
  RSQ International Equity Fund
  Westfield Capital
  Kopernik Funds
  RQSI Small Cap Hedged Equity Fund

THE ADVISORS' INNER CIRCLE FUND III FUND:
  Knights of Columbus Funds
  Rothschild Larch Lane Funds
  Logan Circle Funds
  Nomura High Yield Fund
  North Pointe Funds
  Amundi Smith Breeden Fund
  PineBridge Dynamic Asset Allocation Fund
  Chiron Capital Allocation Fund

BISHOP STREET FUNDS
THE KP FUNDS
WINTON SERIES TRUST
WINTON DIVERSIFIED OPPORTUNITIES FUND
GALLERY TRUST

VILLANOVA INVESTMENT MANAGEMENT COMPANY, LLC

CODE OF ETHICS

AND

INSIDER TRADING POLICY

TABLE OF CONTENTS

                                                                            PAGE

I.     OVERVIEW ..........................................................     1
II.    ADVISER'S BUSINESS ................................................     1
III.   PURPOSE OF THE CODE AND PRINCIPLES OF BUSINESS CONDUCT ............     2
IV.    PERSONS COVERED BY THE CODE .......................................     2
V.     ACCOUNTS COVERED BY THE CODE ......................................     3
VI.    SECURITIES COVERED BY THE CODE ....................................     4
VII.   PROHIBITED SECURITY TRANSACTIONS UNDER THE CODE ...................     7
VIII.  RESTRICTIONS ON TRANSACTIONS IN COVERED SECURITIES AND PRE-
       CLEARANCE OF CERTAIN TRANSACTIONS .................................     7
IX.    OUTSIDE AFFILIATIONS ..............................................    11
X.     POLITICAL CONTRIBUTIONS ...........................................    11
XI.    GIFTS AND ENTERTAINMENT ...........................................    13
XII.   CONFIDENTIALITY/SAFEGUARDING OF DATA ..............................    14
XIII.  REPORTING REQUIREMENTS ............................................    15
XIV.   RESTRICTED LIST ...................................................    17
XV.    REPORTING OF VIOLATIONS ...........................................    19
XVI.   SANCTIONS .........................................................    19
XVII.  INTERPRETATIONS AND EXCEPTIONS ....................................    21
XVIII. RETENTION OF RECORDS ..............................................    21
XIX.   INSIDER TRADING POLICY ............................................    21
EXHIBIT A - OUTSIDE AFFILIATION/PRIVATE TRANSACTION/BOARD MEMBERSHIP
            PRE-CLEARANCE QUESTIONNAIRE
EXHIBIT B - EMPLOYEE INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND
            CERTIFICATION
EXHIBIT C - QUARTERLY PERSONAL TRADING DISCLOSURE
EXHIBIT D - BROKER LETTER TEMPLATE FOR DUPLICATE CONFIRMS AND
            STATEMENTS
EXHIBIT E - PERSONAL SECURITIES TRADING REQUEST AND AUTHORIZATION
            FORM
EXHIBIT F - NOTIFICATION OF OUTSIDE BUSINESS ACTIVITIES
EXHIBIT G - LIST OF AFFILIATES OF VILLANOVA INVESTMENT MANAGEMENT
            COMPANY, LLC AND MUTUAL FUNDS ADVISED BY AFFILIATES
EXHIBIT H - POLITICAL CONTRIBUTION PRE-CLEARANCE FORM
EXHIBIT I - POLITICAL CONTRIBUTION -- ANNUAL DISCLOSURE FORM

EXHIBIT J - POLITICAL CONTRIBUTION -- NEW HIRE DISCLOSURE FORM EXHIBIT K - CONFLICT OF INTEREST QUESTIONNAIRE
EXHIBIT L- NON-DISCRETIONARY ACCOUNT SAMPLE BROKER ATTESTATION

CODE OF ETHICS AND INSIDER TRADING POLICY

I. OVERVIEW

This Code of Ethics and Insider Trading Policy ("CODE") has been adopted by Villanova Investment Management Company, LLC (the "ADVISER" or the "FIRM") and sets forth procedures and limitations which govern the business conduct and personal securities trading of persons associated with the Adviser.

This Code has been adopted by Villanova Investment Management Company, LLC, the sole member of the Adviser, to effectuate the purposes and objectives of the Investment Advisers Act of 1940, as amended ("ADVISERS ACT"), the Investment Company Act of 1940, as amended (the "1940 ACT") and the Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA"), as applicable, and in accordance with industry best practices.

This Code is based upon the principle that the Adviser's employees owe a fiduciary duty to the Adviser's clients to conduct the employees' affairs, including their personal securities transactions, in such manner to avoid:

o serving their own personal interests ahead of clients;

o taking inappropriate advantage of their position with the firm; and

o any actual or potential conflicts of interest or any abuse of their position of responsibility.

In addition, the Adviser's employees are required to comply with applicable provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Advisers Act and the 1940 Act and rules thereunder. Due to the litany of definitions and interpretations contained in these laws, it is imperative that the Adviser's employees also read the firm's Compliance Manual, as may be updated from time to time, which contains policies and procedures designed to address pertinent industry regulations.

Employees are asked to consult with Donald O'Hara, the Chief Compliance Officer (or any other person who may be appointed as the Chief Compliance Officer in the future) ("CCO")(1) or legal counsel before engaging in any activity or planned activity where there exists, or may exist, uncertainty concerning the legality of such activity.

THE ADVISER WILL NOT BEAR ANY LOSSES IN PERSONAL ACCOUNTS OF ITS MANAGING MEMBERS, OFFICERS, EMPLOYEES, AGENTS OR OTHER SUPERVISED PERSONS RESULTING FROM THE IMPLEMENTATION OF ANY PORTION OF THE CODE.

II. ADVISER'S BUSINESS

The Adviser provides investment advisory services to separate investment accounts, private investment funds and registered investment companies. As used herein, "CLIENT" shall refer to natural persons (individuals), corporations, limited partnerships, limited liability companies, other companies, entities and organizations, pension plans, registered investment companies (mutual funds) or other institutional accounts, in each case, for which the Adviser provides investment advice or management.

(1) NOTE: Any reference herein to the CCO shall mean the CCO or any other person designated by the CCO, to undertake such role or responsibility. The CCO, as defined under Advisers Act Rule 206(4)-7, is responsible for administering the Code.

III. PURPOSE OF THE CODE AND PRINCIPLES OF BUSINESS CONDUCT

It is a fundamental principle that the interests of clients are at all times paramount to the interests of any director, manager, principal, partner, officer or employee (each an "EMPLOYEE" and collectively, the "EMPLOYEES") of the Adviser. Persons covered by this Code (which, for the avoidance of doubt, includes all Employees) must adhere to this general principle and the specific provisions of the Code at all times. Every Employee is required to read, understand, and comply with this document to protect and preserve the reputation of the Adviser and its affiliates (each, an "ADVISER AFFILIATE").

Personal investing of all Employees of the Adviser must be conducted in a manner that avoids actual or potential conflicts of interest with Adviser's clients. Employees of the Adviser shall use their employment status, and any investment opportunities of which they learn because of their positions with the Adviser, for the benefit of clients and in a manner consistent with their fiduciary duties.

No person covered by this Code shall engage in any act, practice, or course of conduct that would violate the provisions of the federal, as applicable, and state securities laws. ANY VIOLATION OF THE CODE, INCLUDING ENGAGING IN A PROHIBITED TRANSACTION OR FAILING TO FILE REQUIRED REPORTS, MAY RESULT IN DISCIPLINARY ACTION INCLUDING, BUT NOT LIMITED TO, DISGORGEMENT OF PROFITS, PAYMENT OF A FINE, CENSURE, AND, WHEN APPROPRIATE, SUSPENSION OR TERMINATION OF EMPLOYMENT AND/OR REFERRAL TO APPROPRIATE GOVERNMENTAL AGENCIES. ACCESS PERSONS (DEFINED BELOW) AND OTHER EMPLOYEES OF THE ADVISER SHOULD BE AWARE THAT THEY MAY BE HELD PERSONALLY LIABLE FOR ANY IMPROPER OR ILLEGAL ACTIVITIES THEY COMMIT DURING THE COURSE OF THEIR EMPLOYMENT, AND MAY BE SUBJECT TO CIVIL PENALTIES SUCH AS FINES, REGULATORY SANCTIONS, INCLUDING SUSPENSION, AS WELL AS CRIMINAL PENALTIES.

Each Employee is ultimately responsible for his or her compliance with the Code. Any questions regarding the Code should be referred to the CCO. However, while the CCO is a resource, he or she is not giving legal advice in responding to such questions, and any authorization that may be granted for trading under the Code does not assure compliance with the totality of the Code.

IV. PERSONS COVERED BY THE CODE

The following categories or sub-categories of persons covered under the Code have been designed to meet all necessary rule requirements under the Advisers Act, the 1940 Act and the ITSFEA:

A. "Access Person" includes any "Presumed Access Persons" or "Other Supervised Persons." For purposes of this Code, "Presumed Access Persons" or "Other Supervised Persons" are defined as follows:

1. PRESUMED ACCESS PERSONS: All of the managing members and officers, and, if any, directors and partners, of the Adviser are presumed to be Access Persons of the Adviser (as set forth in Advisers Act Rule 204A-1(e)(1) (ii)), and all of the managing members and officers, and, if any, directors and general partners, of the Adviser are presumed to be Access Persons of any investment company registered under the 1940 Act, as amended ("RIC") advised by the Adviser (as set forth in 1940 Act Rule 17j-1(a)(1)(i)); and

2. OTHER SUPERVISED PERSONS: Other supervised persons of the Adviser who provide advice on behalf of the Adviser or are subject to the Adviser's supervision and control, and who

a. Have access to nonpublic information regarding any client's purchase or sale of securities, or nonpublic information regarding the portfolio holdings of

(i) any client account the Adviser or its affiliates manage, or

(ii) any RIC which is advised or sub-advised by the Adviser (or any RIC whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser
(each such investment company, a "REPORTABLE FUND")) (for purposes of this section, "control" has the same meaning as it does in Section 2(a)(9) of the 1940 Act)(Advisers Act Rule 204A-1(e)(1)(i)(A));

b. Are involved in making securities recommendations to clients, or have access to such recommendations that are nonpublic (Advisers Act Rule 204A-1(e)(1)(i)(B)); or

c. Are "Advisory Persons" of the Adviser, while serving as an investment adviser to a RIC, which includes

(i) any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities (as defined in the RIC's Code of Ethics) by the RIC, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to the RIC with regard to the purchase or sale of Covered Securities by the RIC (1940 Act Rule 17j-1(a)(2)).

B. "Non-Access Person" means any Person who does not meet the definition of Access Person.

V. ACCOUNTS COVERED BY THE CODE

The following accounts or situations are covered under the Code:

A. BENEFICIAL OWNERSHIP

A person has Beneficial Ownership if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary (financial) interest in a Security.

Accounts over which an Access Person may have Beneficial Ownership interest, include but are not limited to - individual, joint, partnership, custodial, trust, IRA, UGMA and KEOGH accounts.

The determination of Beneficial Ownership is the responsibility of each Access Person; it is a fact-based decision.

B. IMMEDIATE FAMILY

All accounts of immediate family members of an Access Person, including any relative by blood or marriage, living in the Employee's household or who are financial dependents of the Employee are subject to this Code (adult children in a separate household are not covered under the Code). Immediate family members may include any of the Employee's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings, mother-in-laws, father-in-laws, son-in-laws, daughter-in-laws, brother-in-laws, or sister-in-laws and shall include adoptive relationships.

C. INVESTMENT CONTROL

All accounts over which an Access Person exercises Investment Control, with the exception of the Adviser client account over which the Access Person exercises investment control as part of his or her job responsibilities. "INVESTMENT CONTROL" shall mean the direct or indirect power to exercise controlling influence over investment decisions. This includes any arrangement where the Access Person serves as an agent, executor, and trustee or in another similar capacity.

NOTE: ACCOUNTS OVER WHICH THE ACCESS PERSON RETAINS NO INVESTMENT CONTROL AND THAT ARE MANAGED BY AN INDEPENDENT THIRD-PARTY ARE EXEMPT FROM THE PROHIBITED TRANSACTION RULES OF THE CODE.

VI. SECURITIES COVERED BY THE CODE

A. SECURITIES COVERED UNDER THIS CODE ("COVERED SECURITIES") INCLUDE ANY:

1. Stock, including, Treasury stock;

2. Security future;

3. Bond, debenture, or futures contract;

4. Investment contract or voting trust certificate;

5. Certificate of deposit for a security;

6. Option on any security or on any group or index of securities (E.G., put, call or straddle);

7. Exchange traded fund ("ETF"), except those included as securities not covered under the Code as described below;

8. Securities or interests, which are offered and sold in limited or private offerings, defined as offerings that are exempt from registration under the Securities Act, either pursuant to Sections 4(2) or 4(6), or Rules 504, 505 or 506 under the Securities Act (each a "LIMITED OFFERING" -- Limited Offerings are typically issued by limited partnerships, limited liability companies, or other similar companies, organizations or associations (Advisers Act Rule 204A-1(e)(7) and 1940 Act Rule 17j-1(a)(8));

9. Securities offered and sold in an initial public offering ("IPO"), defined as an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act (Advisers Act Rule 204A- 1(e)(6) and 1940 Act Rule 17j-1(a)(6));

10. Certificate of interest or participation in any profit-sharing agreement;

11. Collateral-RIC certificate;

12. Fractional undivided interest in oil, gas or other mineral right;

13. Pre-organizational certificate or subscription;

14. Transferable shares;

15. Securities issued by, or interests in, a foreign unit trust or foreign mutual fund, such as a SICAV or OEIC;

16. Securities issued by, or interests in, a Reportable Fund (which includes any RIC that is advised or sub-advised by the Adviser (or certain affiliates of the Adviser), where applicable as determined by the CCO and listed on EXHIBIT H attached hereto);

17. Securities issued by, or interests in, a private investment fund, hedge fund, or investment club; and

18. Any other instrument that is considered a "security" under the various securities laws, except those included as securities not covered under the Code as described below.

B. SECURITIES THAT ARE NOT COVERED SECURITIES UNDER THE CODE INCLUDE ANY:

1. Direct obligation of the U.S. government (E.G., Treasury bills, notes and bonds and US savings bonds);

2. Money Market Instruments (bank certificates of deposit, bankers acceptances, commercial paper, repurchase agreements, and other high-quality short-term debt instruments which have a maturity at issuance of less than 366 days and that are rated in one of the two highest-rating categories by a nationally recognized rating organization);

3. Shares of money market funds, other than Reportable Funds (which includes any RIC that is advised or sub-advised by the Adviser (or certain affiliates of the Adviser), where applicable as determined by the CCO and listed on EXHIBIT H attached hereto);

4. Shares of open-end mutual funds, other than Reportable Funds (which includes any RIC that is advised or sub-advised by the Adviser (or certain affiliates of the Adviser), where applicable as determined by the CCO and listed on EXHIBIT H attached hereto; and

5. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, other than Reportable Funds (which includes any RIC that is advised or sub-advised by the Adviser (or certain affiliates of the Adviser), where applicable as determined by the CCO and listed on EXHIBIT H attached hereto).

For the avoidance of doubt, for the purposes of this Code, purchases of real estate or any direct interest in real estate, used as a primary or secondary residence shall not be subject to any prior or other written approval of the CCO or any other officer of the Adviser.

C. COVERED SECURITIES EXEMPT ONLY FROM PRE-CLEARANCE REQUIREMENT:

Provided that such Covered Securities are not issued in an IPO or Limited Offering, the following Covered Securities are exempt for purposes of the requirement to obtain pre-clearance for transactions in such securities (following the procedures set forth in Section
VIII. B. below). (If these securities are issued in an IPO, no Employee may engage in any transactions in such securities. If these securities are issued in a Limited Offering, the pre-clearance procedures in Section VIII.C. below must be followed.)

1. Index Linked Futures, such as those linked to the S&P 500, S&P 400 and Russell 2000 Indexes;

2. Shares of Exchange Traded Funds, such as SPY, IWN, IWD, and IJH, and Puts and Calls Thereon;

3. Exchange Traded Futures Contracts on US Government Securities;

4. Exchange Traded Euro Futures Contracts;

5. Exercise of Rights Issued Pro-Rata;

6. Exchange Traded Derivatives on Non-Equity Securities;

7. Commodity Contracts and Derivatives;

8. Shares of Closed-End Funds;

9. Foreign Exchange Contracts and Derivatives;

10. Securities issued by SICAVs and OEICS; and

11. Exchange Traded Notes.

VII. PROHIBITED SECURITY TRANSACTIONS UNDER THE CODE

A. NO ACCESS PERSON SHALL:

1. Engage in any act, practice or course of conduct, which would violate the provisions of this Code;

2. Buy or sell based upon, or while in possession of, material non-public information regarding the issuer or security; or Buy or Sell any Covered Securities in violation of the prohibitions of this Code;

3. Acquire any Covered Security in an IPO; or

4. Engage in or give the appearance of "front-running," that is, purchase or sell a security for his or her own account(s) on the basis of the Adviser's trading positions or plans for a client account(s) over which the Access Person has Investment Control.

B. WITH RESPECT TO THE ADVISER OR AN ADVISER AFFILIATE PROVIDING INVESTMENT ADVICE TO ANY

RIC, it is unlawful for any affiliated person of or principal underwriter for a RIC, or any affiliated person of an investment adviser of or principal underwriter for a RIC, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the RIC (as defined in Rule 17j-1 under the 1940 Act):

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

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

3. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the RIC; or

4. To engage in any manipulative practice with respect to the RIC.

VIII. RESTRICTIONS ON TRANSACTIONS IN COVERED SECURITIES AND PRE-CLEARANCE OF CERTAIN TRANSACTIONS

A. GENERAL. VIMCO uses an electronic personal trading system, provided by Cordium, referred to as the Employee Level Filing Platform ("ELF"). All Persons Covered by the Code (as described in Section IV. above) are required to report through ELF.

B. RESTRICTIONS ON TRANSACTIONS IN COVERED SECURITIES. Generally, the Adviser restricts transactions in Covered Securities as provided in this Code.

1. Access Persons are not permitted to purchase or sell options on any security or on any group or index of securities (e.g., put, call or straddle).

2. Any securities that are restricted securities and that are held by an Access Person prior to employment at VIMCO or the implementation of the policy restricting the purchase or sale of options on March 1, 2014 may continue to be held. These pre-existing security positions are "Legacy Positions" and require pre-clearance in the event of a sale, exercise or assignment of such positions.

3. Access Persons are not permitted to engage in transactions with respect to any Covered Security upon which the Adviser has placed, for any reason, an embargo. The securities under embargo will be set forth in the Restricted List (as described in Section
XIV. below).

4. BLACKOUT PERIODS.

a. SAME DAY BLACKOUT PERIOD. No Covered Security transactions of an issuer are permitted on a day of a pending purchase or sale order for a client or a Reportable Fund. All Access Persons will be prohibited from executing any personal transactions in Covered Securities, excluding transactions in a Reportable Fund, on a day when a client has a pending buy or sell order in that Covered Security.

b. THREE-DAY BLACKOUT PERIOD. No Covered Security transactions of an issuer are permitted within three (3) trading days before or after a purchase or sale order has been placed and/or executed for a client or Reportable Fund over which the Access Person (i) has Investment Control (as defined in
Section V.C.) or assists with Investment Control and (ii) has direct knowledge of such purchase or sale order, except transactions in shares/units in a Reportable Fund. To the extent the Access person neither has Investment Control or direct knowledge of such purchase or sale order for a client or Reportable Fund, the Access Person shall certify such to the CCO prior to placing any personal transactions in Covered Securities.

5. No Covered Security may be purchased in an IPO!

C. PRE-CLEARANCE OF TRANSACTIONS IN COVERED SECURITIES.

1. GENERAL. An Access Person may engage in certain transactions in Covered Securities if the Access Person has received pre-clearance for the transaction as provided below and engages in the transaction only during the period for which pre-clearance was granted ("PRE-CLEARANCE PERIOD"). The Access Person

a. shall not receive any pre-clearance to engage in any securities transactions that are prohibited by the Code (as set forth in Section VII above) or by any federal or state securities laws; and

b. shall not engage in any transactions in securities issued in any Limited Offering except with pre-clearance as provided below in Section VIII.C.

2. REQUEST FORM. An Access Person may request pre-clearance for a securities transaction, subject to the restrictions stated above, by completing a Personal Securities Trading Request and Authorization Form ("PRE-CLEARANCE FORM," through ELF (in the form similar to that attached as EXHIBIT E).

3. PRE-CLEARANCE REVIEW. Pre-approval is required from a member of the Securities Trading Group which consists of Donald O'Hara and MaryBeth McLallen.

4. Any pre-clearance granted

a. shall be effective for only the remainder of the day (until 5:00 p.m. local time) in which the pre-clearance is granted; and

b. may be revoked by the CCO or other person who granted pre-clearance at any time prior to a pre-cleared transaction being effected, for any reason, including upon discovery of a conflict of interest with the interests of a client or Reportable Fund.

5. Any trade effected pursuant to the grant of a pre-clearance must be documented as such in the Quarterly Report of Security Accounts & Transactions submitted via ELF (in the form similar to EXHIBIT C attached hereto).

6. The personal trading of a member of a portfolio or investment team (Portfolio Manager(s)/Dedicated Research) will only affect the registered investment companies, separate investment accounts, or private investment funds managed by that portfolio or investment team. As each of the Adviser's four investment teams have access only to records relating to security trades effected by such investment team, a personal trade by a member of one investment team that has been pre-approved SHOULD NOT HAVE any effect on another investment team's trading on behalf of its clients. The sharing of investment research, BUT NOT security trading information, between the investment teams should not compromise this conclusion. INVESTMENT RESEARCH PRODUCED BY MEMBERS OF THE ADVISER'S INVESTMENT TEAMS SHOULD, HOWEVER, BE AVAILABLE TO BE ACTED UPON BY THE ADVISER ON BEHALF OF CLIENTS FIRST -- PRIOR TO BEING USED FOR PERSONAL TRADING PURPOSES.

D. PRE-CLEARANCE OF LIMITED OFFERINGS; APPROVAL UPON HIRE OF CONTINUED HOLDING OF SECURITIES ISSUED IN LIMITED OFFERING. Access Persons may engage in transactions in securities issued in Limited Offerings (defined in Section VI.A.9. above) only upon pre-clearance from the CCO.

Newly hired Access Persons must, at time of hire, disclose their then current holdings of securities issued in Limited Offering ("LO SECURITIES") on their Initial Holdings Report via ELF (in a form similar to EXHIBIT B of the Code) and complete on ELF, the Pre-clearance

Form (in a form similar to EXHIBIT E of the Code) regarding such then current holdings. Newly hired Access Persons may be asked to liquidate some or all of their pre-hire investments in LO Securities (so long as it is possible to liquidate their holding under the terms of issuance of the applicable LO Securities) in the event there is any basis that the CCO would deny pre-clearance for transactions in such LO Securities (including, but not limited to, any conflict of interest with the interests of any client of the Adviser or a Reportable Fund).

Pre-clearance for transactions in LO Securities is subject to the following:

1. When considering a request to engage in transactions in LO Securities, the CCO will take into account the specific facts and circumstances of the request prior to reaching a decision, including, but not limited to, whether the opportunity to invest in the LO Securities should be reserved for a client(s) and/or Reportable Fund(s) .

2. The Access Person must submit the request to engage in transactions in LO Securities using the Pre-clearance Form available on ELF (in a form similar to EXHIBIT E attached hereto).

3. Any person purchasing a Covered Security acquired in a Limited or Private Offering (or holding any Limited or Private Offering Covered Securities that the person held at the time of the person's hire) shall disclose to the CCO any subsequent consideration of investment in the issuer of the Covered Security for any client or Reportable Fund. In such circumstances, the decision to purchase Covered Securities of the issuer for a client account or Reportable Fund shall not be made by anyone with a personal interest in the issuer of the Covered Security unless such interest has previously been disclosed to investors (E.G., Private Placement Memorandum).

4. Approval to invest in a Limited or Private Offering shall be valid for the period of time stated in the approval, but may be withdrawn at any time prior to the Access Person's purchase in the Limited or Private Offering.

E. 30-DAY HOLDING PERIOD FOR REPORTABLE FUND HOLDINGS

All Access Persons must maintain any position the person holds in a Covered Security for at least thirty (30) calendar days before the position can be sold or exchanged. Exceptions to this policy will be considered in hardship situations, but must be approved in writing, in advance by the CCO or his designee.

F. DEFINITIONS. For purposes of this section, the following terms have the meaning set forth opposite the term below:

1. "INVESTMENT PERSONNEL" means

a. any Portfolio Manager acting on behalf of the Adviser, as well as any other person such as a securities analyst and/or trader acting on behalf of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in the making of recommendations regarding a client's or

Reportable Fund's purchase or sale of securities (including analysts providing information and advice to Portfolio Managers or persons effecting the execution of a Portfolio Managers' decisions) or

b. any natural person who controls the Adviser and who obtains information concerning recommendations to a client regarding the purchase or sale of securities by a client.

2. "PORTFOLIO MANAGER" means any individual who, in connection with the regular duties of the individual, is entrusted with the direct responsibility and authority to make investment decisions affecting any client of the Adviser (including any RIC, separate investment account, or private investment fund) or Reportable Fund.

G. EXEMPTED TRANSACTIONS. The restrictions of Subsections VIII.A --
VIII.E above of this Code shall not apply to:

1. Purchases or sales effected in any account over which the Access Person or Investment Personnel, as applicable, has no direct or indirect influence, control or investment discretion or authority;

2. Subsequent purchases which are made through an automatic dividend reinvestment or automatic direct purchase plan;

3. Purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders of a class of its Covered Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

4. Purchases or sales effected by an Adviser Affiliate on behalf of a Hedge Fund or other client accounts managed by such Adviser Affiliate; provided that there is no violation of the conflict of interest procedures implemented to protect firm clients, Reportable Funds, and such Hedge Fund or other client account.

IX. OUTSIDE AFFILIATIONS

All Access Persons are prohibited from serving on a board of directors of any company without prior written authorization of the CCO or senior management of the Adviser. Requests for outside affiliations permitted under the Code shall be submitted to the CCO or management of the Adviser via ELF (a sample form is attached hereto as EXHIBIT A). Further, upon employment with VIMCO and on an annual basis thereafter, all Employees must submit a Notification of Outside Business Activities Form via ELF (a sample form is attached hereto as EXHIBIT F).

X. POLITICAL CONTRIBUTIONS

Access Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities (known as "pay to play"). Rule 206(4)-5 of the Advisers Act is designed to curtail the influence of "pay to play" practices by investment advisers with respect to government entities, including all state and local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds. To ensure VIMCO is able to monitor the political contributions of its Employees and itself (if any), VIMCO has adopted: (i) a pre-clearance policy for political contributions; and (ii) an annual reporting policy. Political contributions subject to this policy

include ALL political contributions to incumbents, candidates or successful candidates for elective office of a government entity and to state and local political parties, political action committees and any other political organizations exempt from federal income taxes under Section 527 of the Internal Revenue Code. This includes contributions to a federal candidate who is a state or local official at the time of the contribution (i.e., a Governor running for U.S. Senate). Contributions include gifts, subscriptions, loans, advances, and deposits of money or anything of value.

Advisers Act Rule 206(4)-5 defines a government entity as any state or political subdivision of a state, including: (a) any agency, authority, or instrumentality of the state or political subdivision; (b) a pool of assets sponsored or established by the state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to a "defined benefit plan" as defined in section 414(j) of the Internal Revenue Code (26 U.S.C. 414(j)), or a state general fund; (c) a plan or program of a government entity; and (d) Officers, agents, or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.

Employees should carefully review the relationship between VIMCO and political parties, candidates, and causes to identify any potential conflicts of interest prior to making political contributions. If you have any questions about whether a political contribution raises a conflict of interest that may implicate VIMCO, you must discuss such contributions with the CCO PRIOR to making the political contribution.

A. PRE-CLEARANCE REQUIREMENT:

Any political contributions of an Employee must be pre-cleared by the CCO, IN ADVANCE, using ELF (in the form attached hereto as EXHIBIT H).

By way of background, VIMCO has instituted this pre-clearance process so as to avoid any instances whereby political contributions by VIMCO (including employees) could be considered an attempt to influence the award of an investment advisory contract by a government entity. If VIMCO is ever deemed to have made a political contribution to an elected official who is in a position to influence the selection of VIMCO as an investment adviser, then VIMCO will be prohibited from receiving compensation from a government entity for a period of two
(2) years following the date of such political contribution. This includes both direct fee compensation (from a separately managed client) and compensation stemming from a government entity's investment in a private investment fund for which VIMCO provides investment advisory services.

B. ANNUAL REPORTING REQUIREMENT:

VIMCO is required to keep records of ALL contributions made by VIMCO and Employees to government officials (including candidates) and to state and local political parties, political action committees and any other political organizations exempt from federal income taxes under
Section 527 of the Internal Revenue Code. As such, Employees will be required to disclose all political contributions made (regardless if the amount is below the de minimis exception) on an annual basis using ELF (a sample form is attached to this Policy as EXHIBIT I).

C. NEW HIRES:

In accordance with the "look back" provision of Advisers Act Rule 206(4)-5, upon becoming an employee, employees will be required to disclose all political contributions

made to government officials (including candidates) and to state and local political parties, political action committees and any other political organizations exempt from federal income taxes under Section 527 of the Internal Revenue Code, during the 2 years prior to becoming a Covered Associate. New Employees will disclose such political contributions using ELF (a sample form is attached EXHIBIT J).

D. PROHIBITIONS:

It is specifically noted that Employees are expressly prohibited from engaging in the following political contribution activities:

1. ASKING ANOTHER PERSON OR POLITICAL ACTION COMMITTEE TO:

(a) Make a contribution to an elected official (or candidate for the official's position) who can influence the selection of VIMCO as an investment adviser; or

(b) Make a payment to a political party of the state or locality where VIMCO is seeking to provide investment advisory services to such state or local government.

2. Directing or funding political contributions through third parties, such as spouses, lawyers or companies affiliated with VIMCO, if such political contributions would violate this policy if done directly by the Employee.

E. RECORDKEEPING REQUIREMENTS -- POLITICAL CONTRIBUTIONS:

VIMCO is required to keep records of contributions made by VIMCO and Employees to government officials (including candidates), and of payments to state or local political parties and political action committees. VIMCO's records of contributions and payments must be listed in chronological order identifying each contributor and recipient, the amounts and dates of each contribution or payment and whether a contribution was subject to rule 206(4)-5's exception for certain returned contributions. VIMCO is also required to keep a list of its Covered Associates, and the government entities to which VIMCO has provided advisory services in the past five years. Similarly, VIMCO must maintain a list of government entities that invest, or have invested in the past five years, in the Funds. Regardless of whether it currently has a government client, VIMCO must also keep a list of the names and business addresses of each regulated person to whom VIMCO provides or agrees to provide, directly or indirectly, payment to solicit a government entity on its behalf.

XI. GIFTS AND ENTERTAINMENT

VIMCO is of the view that its employees (and their family members) should not accept or give (in the context of their business activities for VIMCO) excessive benefits or gifts, which includes tickets to sporting events, the theatre, concerts or other comparable entertainment. As such, all employees are required to notify the Chief Compliance Officer of any gifts or business entertainment received or given to VIMCO's third-party business contacts and investors if the estimated value exceeds $250 for any one instance. For the purposes of this provision, the following items are generally acceptable:

1. An occasional meal;

2. An occasional ticket to a sporting event, the theater or comparable entertainment; or

3. A gift of fruit or other foods.

Furthermore, in the event the cumulative value of all gifts or business entertainment received from a particular third-party business contact exceeds $1000 in any given calendar year, employees are required to complete a gift/business entertainment form on ELF for all additional gifts or business entertainment received, regardless of value. PLEASE SEE VIMCO'S CODE OF CONDUCT FOR FURTHER GUIDANCE ON GIFTS AND ENTERTAINMENT.

NOTE: DE MINIMIS VALUE IS LESS THAN OR EQUAL TO $250.

Further, Employees should note that Investment advisers that entertain union personnel, including personnel associated with pension plans (during the course of marketing or for other reasons) may be required to file reports on DOL Form LM-10. As such, all Employees must immediately notify the CCO via ELF of any gifts or other benefits provided (either by the firm or by the Employee's personal funds) to union personnel (including, but not limited to, the value of travel, golf outings, dinners, holiday parties, sports tickets, and raffle prizes).

In addition, under the Foreign Corrupt Practices Act ("FCPA"), VIMCO could face potentially serious civil and/or criminal penalties for offering, promising, paying, or authorizing any bribe, kickback or similar improper payment to any foreign official, foreign political party or official or candidate for foreign political office in order to assist VIMCO in obtaining, retaining, or directing business, including investments in the any VIMCO funds or accounts. In order to minimize the chance that VIMCO could violate the FCPA or similar foreign laws, Employees must obtain the written approval of the CCO (via ELF) prior to making any payment or giving any gift or other thing of value (including paying for entertainment or travel-related expenses), or offering to do the same, to any:

o official of a foreign government;

o employee of any government-controlled foreign business;

o sovereign wealth fund, employee or representatives of a sovereign wealth fund, or third party associated with a sovereign wealth fund's investment process or investment due diligence; or

o foreign political party or official or candidate for foreign political office.

This FCPA policy applies without regard to the purpose or motivation behind the giving of such payment, gift, or other thing of value. The CCO may consult with legal counsel or outside compliance consultants to determine if such payments, gifts or entertainment would implicate FCPA concerns (or other legal concerns). As a general matter, the giving of any such payments, gifts, or other things of value will not be permitted. The CCO will document any exceptions to this general policy.

XII. CONFIDENTIALITY/SAFEGUARDING OF DATA

Access Persons, as fiduciaries, must adhere to the Adviser's Privacy Policy

under Regulation S/P of the Gramm-Leach-Bliley Act (the "GLBA"). All material,
non-public information pertaining to any client must be safeguarded, and
includes, but is not limited to, adherence to physical and technical security
of

information. With respect to material, non-public client information, Access Persons are required to take reasonable measures to safeguard such information including, but not limited to:

1. Sharing of access codes and/or passwords with any other individual is prohibited without authorization;

2. Client information, such as account statements, applications, etc. must be secured at all times;

3. Information on investment strategies, transactions and investments being considered or used by the Adviser for client accounts shall be secured at all times and not discussed with persons who are not Access Persons or with third parties (other than as needed for business or compliance purposes) prior to their disclosure to clients of the Adviser.

4. Transmission of material, non-public information to unauthorized parties, via any means, is strictly prohibited. Authorized parties include, but are not limited to the following:

a. Affiliate firms and their designees;

b. Broker-dealers or other entities who conduct business with the Adviser on behalf of clients; and

c. Third party entities with a contractual need for such information and who have executed a non-disclosure agreement with the Adviser or which are under a confidentiality obligation with the Adviser.

PLEASE SEE VIMCO'S CODE OF CONDUCT FOR FURTHER GUIDANCE ON
CONFIDENTIALITY.

XIII. REPORTING REQUIREMENTS

Consistent with the requirements of the Advisers Act Rule 204A-1 and with the provisions of Rule 17j-1 of the 1940 Act, Access Persons are subject to the following requirements.

A. INITIAL AND ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE

Upon hire and annually thereafter, each Access Person shall be provided a copy of this Code by the CCO. In addition, the Access Person will be required to certify that he/she has:

1. Read and understands the Code and recognizes that he/she is subject thereto;

2. Shall comply with the applicable requirements of the Code; and

3. Shall report all personal securities transactions required to be reported pursuant to the requirements of the Code.

The certification report shall be made through ELF (in the form similar to that attached as EXHIBIT F).

B. INITIAL AND ANNUAL DISCLOSURE OF HOLDINGS AND BROKERAGE ACCOUNTS

Upon employment and annually thereafter, each Access Person shall be required to submit to the Compliance Department a report listing all Covered Securities holdings and securities trading accounts in which the Access Person has a direct or indirect Beneficial Ownership as defined by the Code.

The certification report shall be made via ELF (in a form similar to that attached as EXHIBIT B) and submitted to the Compliance Department no later than ten (10) days after the person becomes an Access Person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person and annually forty five (45) days after calendar year end.

The accounts of Immediate Family Members over which the Access Person exercises Investment Control, but does not have a direct or indirect Beneficial Ownership, shall be reported via ELF and on an annual basis thereafter.

C. QUARTERLY PERSONAL TRANSACTIONS

Although the Adviser prohibits transactions in Covered Securities (except as permitted by the CCO), Access Persons are required to complete a Quarterly Report of Security Accounts & Transactions. This report shall be submitted to the Compliance Department via ELF (in a form similar to that attached as EXHIBIT C) no later than thirty (30) days after the end of the calendar quarter, INCLUDING ANY PERIOD IN WHICH NO SECURITIES TRANSACTIONS WERE EFFECTED.

The Quarterly Transaction Report shall contain the following information):

1. The date of the transaction;

2. The name/description of the security;

3. The nature of the transaction (e.g., purchase or sale);

4. The quantity and price of the security bought or sold;

5. Interest rate/maturity date (if applicable);

6. The name of the broker, dealer or bank with or through whom the transaction was effected; and

7. The nature of the interest (i.e., direct ownership, spouse, control, etc.)

This reporting requirement may be satisfied by directing a broker-dealer to send duplicate trade confirmations and brokerage statements directly to the Compliance Department so long as Adviser receives such confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

D. EXCEPTIONS FROM REPORTING REQUIREMENTS

This Section sets forth exceptions from the reporting requirements of
Section XIII of this Code. All other requirements will continue to apply to any holding or transaction exempted from reporting pursuant to this Section. Accordingly, the following transactions will be exempt only from the reporting requirements of section XIII:

No Initial Holdings Report, Annual Holdings Report or Quarterly Transaction Report is required to be filed by an Access Person with respect to securities held in any Personal Account over which the Access Person has (or had) no direct or indirect influence or control. However, Access Persons with non-discretionary managed accounts generally will be required to provide the Chief Compliance Officer with:

o A notification must be submitted via ELF within 10 days of opening a new non- discretionary managed account;

o An initial attestation must be sent to the broker for the non-discretionary managed account within 10 days of the date the account is opened. In addition, Access Persons must obtain this attestation for all non-discretionary managed accounts in existence as of the date of this Manual. A form of attestation has been provided in EXHIBIT L;

o An annual confirmation from the broker via negative consent that the Access Person has no direct influence or control over the relevant accounts. The CCO or his designee will send the initial version of the certification to the broker and if there are no changes, no response will be required; and

o An annual attestation to be completed via ELF for any accounts that are being excluded on the basis that they are non-discretionary.

E. CONFLICTS OF INTEREST

It is not possible to provide a precise or comprehensive definition of a conflict of interest. However, one factor that is common to all conflict of interest situations is the possibility that an Employee's actions or decisions will be affected because of actual or potential differences between or among the interests of VIMCO, its affiliates, Advisory Clients, and/or the Employee's own personal interests. A situation may be found to involve a conflict of interest even though it does not result in any financial loss to VIMCO, its affiliates or its Advisory Clients or any gain to VIMCO or the Employee, and irrespective of the motivations of the Employee involved. It is VIMCO's policy to disclose all material conflicts of interest to Advisory Clients. The list below suggests some types of activity that would reflect in a negative way on the Employee's personal integrity or that would limit his or her ability to discharge job duties and responsibilities in an ethical manner:

o Simultaneous employment by another firm, particularly if the other firm is a competitor or vendor.

o Carrying on company business with a firm in which the Employee or a close relative of the Employee has a substantial ownership or interest.

o Holding a substantial interest in, or participating in the management of, a firm from which the company makes purchases.

o Borrowing money from Advisory Clients, Investors or firms, other than a recognized loan institution, from which the company buys services, materials, equipment, or supplies.

o Accepting substantial gifts or excessive entertainment from an Advisory Client, Investor, or outside organization.

o Participating in the activities of a civic or professional organization wherein confidential company information may be divulged.

o Misusing privileged information or revealing confidential data to outsiders.

o Improperly allocating advisory or other investment-related fees and expenses among Advisory Clients (see Section XXI for additional information).

Every Access Person shall notify the Compliance Department of any personal conflict of interest relationship that may involve any client such as the existence of any economic relationship between his/her transactions and securities held or to be acquired by any client other than transactions that such Access Person has disclosed in his or her Annual Disclosure of Holdings and Brokerage Accounts and Quarterly Transactions.

Inappropriate favoritism of one client over another client is strictly prohibited, as it would constitute a breach of fiduciary duty and a conflict of interest.

In order to ensure that VIMCO is able to identify and address potential conflicts of interest and provide its advisory clients with accurate disclosure on Form ADV, all employees are required to submit (upon employment and on an annual basis thereafter) a Conflict of Interest Questionnaire. A sample form of the Conflict of Interest Questionnaire is attached as EXHIBIT K herein.

XIV. RESTRICTED LIST

To ensure compliance with applicable federal securities laws and to prevent the appearance of impropriety in connection with securities transactions, the Compliance Department will maintain a confidential list with names of issuers known as the Watch/Restricted List (the "RESTRICTED LIST"), which is incorporated into the ELF system. The Restricted List shall include two categories of issuers. The first category, which will be identified as "FIRM RESTRICTIONS", will include all issuers for which any employee of the Adviser has material, non-public information. The second category, which will be identified as "PERSONAL TRADING RESTRICTIONS", will include: (a) the issuers of securities that are actively being considered for investment by Investment Personnel, and (b) all issuers on the Firm Restrictions category of the Restricted List.

Absent prior approval from the CCO, or except as otherwise provided in the Code of Ethics, the Adviser shall be prohibited from trading, on behalf of client accounts, in securities of any issuer appearing on the Firm Restrictions category of the Restricted List.

Absent prior approval from the CCO, the Adviser's employees shall be prohibited from trading personally in securities of any issuer appearing on the Personal Trading Restrictions category of the Restricted List.

The Restricted List is designed to restrict personal trading or other activity in the issuer's securities to avoid any appearance of inappropriate trading by employees, such as front-running or trading on the basis of material, non-public information.

The CCO may, from time to time, allow for certain exceptions to these prohibitions including the following situation:

A. LIMITED EXCEPTION. As it pertains to securities that will be included on the Restricted List as of the date this policy is adopted, any such securities that employees own prior to the adoption date of this Code of Ethics may continue to be held in such employees' accounts after the adoption of this policy. However, after the adoption date of this policy, such securities are subject to this Code and therefore may not be sold so long as they remain on the Restricted List. No additional purchases of securities on the Restricted List will be allowed.

B. MAINTENANCE OF THE RESTRICTED LIST.

The effectiveness of the Restricted List as a monitoring and preventive device depends on the receipt of up-to-date information regarding transactional activities or other developments. Accordingly, employees that have information that causes them to believe that an issuer should be added to the Restricted List should promptly consult with the CCO. This includes securities that are actively being considered for investment by Investment Personnel.

1. ADDING AND REMOVING SECURITIES TO THE WATCH/RESTRICTED LIST. To add or remove an issuer to or from the Restricted List, the employee that has the information shall promptly inform the CCO by email. The email should include a request that the issuer in question be added to or removed from the Restricted List and an explanation regarding the reason for the request.

2. ACCESS TO THE WATCH/RESTRICTED LIST. The fact that an issuer's securities are on the Restricted List is highly confidential and should not be disclosed by employees with such knowledge to any person outside of the Adviser. Such information should be treated as inside information and handled accordingly. Disclosure also should not be made to other employees except on a strict need-to-know basis and in compliance with this policy. If anyone inquires as to whether or not a security is on the Restricted List, or is otherwise informally restricted, employees shall respond that firm policy prohibits any comment, and should inform the CCO of such inquiry.

C. AMENDMENTS/CHANGES TO THE RESTRICTED LIST.

The CCO and COO are the only persons within the Adviser that shall have access to the Firm Restrictions and Personal Trading Restrictions categories of the Restricted List.

After receiving notification to amend the Restricted List, the CCO will add or remove the security to or from the Restricted List and inform all authorized recipients via e-mail of the change. On a weekly basis the complete List will be distributed, or made available (via ELF), to the authorized recipients.

On a monthly basis, the Restricted List and the status of each issuer that is included on the Restricted List (I.E., have the securities been purchased, held, and/or sold) will be reviewed by the CCO and COO to ensure its accuracy. If necessary, the CCO shall make any required amendments to the Restricted List following such review.

XV. REPORTING OF VIOLATIONS

Each Access Person shall promptly report to the CCO any apparent material violation of this Code and its associated policies and procedures.

The CCO shall promptly report to management of the Adviser any apparent material violation of this Code and its associated policies and procedures.

Management of the Adviser shall consider reports made hereunder and shall determine whether or not this Code has been violated and whether the appropriate sanctions, if any, should be imposed.

The Adviser must use reasonable diligence and institute procedures reasonably necessary to prevent violations of the Code.

No less frequently than annually, the Adviser must furnish to the RIC's board of directors or trustees (the "BOARD"), and the Board must consider, a written report that:

1. Describes any issues arising under the Code or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

2. Certifies that the Adviser, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

XVI. SANCTIONS

This Code is designed to assure compliance with applicable laws and to reinforce the Adviser's reputation for integrity in the conduct of its business.

Upon discovering a violation of this Code, sanctions may be imposed as deemed appropriate, including, among other things, disgorgement of profits, a letter of censure or suspension or termination of the employment of the violator.

An incidental failure to comply with the Code is not necessarily a violation of law or the Adviser's Principles of Business Conduct. Isolated or inadvertent violations of the Code not resulting in a violation of the law

will be referred by the CCO to senior management of the Adviser and disciplinary action commensurate with the violation, if warranted, will be imposed.

Violations of any of the enumerated Prohibited Transactions may require the sale of any open positions and disgorgement of any profits realized from the prohibited transaction(s). A pattern of violations that individually do not violate the law or Principles of Business Conduct, but which taken together demonstrate a lack of respect for the Code, may result in disciplinary action, including termination of employment.

XVII. INTERPRETATIONS AND EXCEPTIONS

The CCO shall have the right to make final and binding interpretations of the Code and may grant, using his discretion, exceptions to certain of the above restrictions.

XVIII. RETENTION OF RECORDS

This Code, as updated from time to time, acknowledgements of receipt of a copy of this Code by each Access Person, a list of all persons required to make reports hereunder from time to time, a copy of each report made by an Access Person hereunder, each memorandum made by the CCO hereunder and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Adviser as required under the Advisers Act and the 1940 Act for a period of not less than five (5) years.

XIX. INSIDER TRADING POLICY

A. POLICY STATEMENT ON INSIDER TRADING

Section 204A of the Advisers Act requires the Adviser to establish, maintain, and enforce written procedures reasonably designed to prevent the wrongful use of "inside" information.

Adviser shall prohibit any Employee from trading, either personally or on behalf of others, or recommending securities, while in possession of material, non-public information in violation of applicable laws and regulations. This unlawful conduct is frequently referred to as "insider trading."

Adviser's policy extends to external activities and outside duties related to Employees' association with the Adviser. Every Employee must read and retain this policy statement.

Any questions regarding the Adviser's insider trading policy and procedures should be referred to the CCO.

The term "insider trading" is not defined in federal securities statutes, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an "insider"), or to communicate material non-public information to others in breach of a duty. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

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

(b) trading by a temporary insider, while in possession of material non-public information; or

(c) trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in breach of a duty to keep it confidential, or the information was misappropriated.

B. IN GENERAL -- INSIDE INFORMATION

Federal, as applicable and state securities laws make it unlawful for any person to trade or recommend trading in securities on the basis of material and nonpublic, or "inside," information. Adviser's policy requires stringent avoidance of the misuse of inside information.

The misuse of material, nonpublic or "inside" information constitutes fraud; a term broadly defined under the securities laws.

Fraudulent misuse of "inside" information includes purchasing or selling securities on the basis of such information for the account of the firm, an employee, a client, or anyone else. Fraudulent misuse also includes "tipping" such information to anyone, or using it as a basis for recommending, by way of a research report or otherwise, the purchase or sale of a security.

Persons guilty of fraudulently misusing "inside" information are subject to civil and criminal penalties (including imprisonment), SEC administrative actions, and dismissal by the Adviser.

"INSIDE" INFORMATION. "Inside" information is material, nonpublic information. The courts and regulatory authorities have broadly construed what constitutes "inside" information. Generally speaking, information is "material" if it has "market significance" in the sense that it is likely to influence reasonable investors, including reasonable speculative investors, in determining whether to trade the securities to which the information relates. For example, information is likely to be "material" if it relates to significant changes affecting such matters as dividends; earnings estimates; write downs of assets or additions to reserves for bad debts or contingent liabilities; the expansion or curtailment of operations; proposals or agreements involving a merger, acquisition, divestiture or leveraged buy-out; new products or discoveries; major litigation; liquidity problems; extraordinary management developments; public offerings; changes of debt ratings; issuer tender offers; and recapitalizations. Given the potentially severe consequences to the Adviser and its personnel of a wrong decision, any person who is uncertain as to whether any information he or she possesses is "inside" information must contact the CCO for guidance, rather than solely relying on his or her own judgment or interpretation.

Under certain circumstances the portfolio holdings of the Adviser's investment company clients may be deemed material, nonpublic information. In recent times, certain investment companies and/or their affiliated persons have engaged in unlawful or fraudulent activities by disclosing portfolio holdings to selected investors so that the investors may profit from trading on such information, which is referred to as market timing. Under SEC guidance and regulations, investment companies have adopted

policies and procedures on disclosure of their portfolio holdings (the "PH POLICIES") intended to prevent unauthorized disclosure of the holdings of the company. Under the PH Policy divulging non-public portfolio holdings to selected parties is permissible only when the company has legitimate business purposes for doing so and the recipients are subject to a duty of confidentiality, including a duty not to trade on the non-public information. In addition, the disclosure of a company's portfolio securities is permitted only when it is consistent with the anti-fraud provisions of the federal securities laws and fiduciary duties of the company's investment adviser or investment sub-adviser. The PH Policies must be followed when personnel of the adviser or sub-adviser discloses a company's non-public portfolio holdings information to any party.

C. PROHIBITING MISUSE OF INSIDE INFORMATION

Those in possession of inside information must preserve the confidentiality of such information and abstain from trading until the inside information is disclosed and made public. It is fundamental policy of the Adviser that:

a. No Adviser Employee, while in possession of inside information relevant to a security, shall purchase or sell, or recommend or direct the purchase or sale of, such security for the account of the Adviser, an Employee, a client, or anyone else.

b. No Employee shall use inside information to purchase or sell securities for his or her own account, any account in which he or she has a direct or indirect beneficial interest (including accounts for family members), or any other account over which the Employee has discretionary authority or a power of attorney.

No Employee shall disclose inside information to any person outside the Adviser without the authorization of the CCO or management.

Any Employee who, in the course of his or her employment, obtains inside information that is later disclosed to the general public must allow sufficient time to elapse for the investing public to assimilate and evaluate the information before taking any action for his or her personal account on the basis of the disclosed facts.

D. GENERAL GUIDELINES

To ensure that material, non-public information is not misused, it is imperative that the flow of such information be limited so that only those people within the Adviser with a "need to know" are given such information.

Routine communications between departments which are not transaction or issuer specific, such as general observations about industries and issuers within those industries, and which would not affect a person's investment decision about a specific security, are not prohibited. If you have any question as to whether information is routine, however, please contact the CCO.

E. REVIEW OF TRADING

The CCO will review, at least quarterly, the trading activity of the Adviser's Access Persons. A record of such review will be maintained by the CCO.

F. INVESTIGATIONS

The CCO will investigate questionable or suspicious trades, whether discovered through scheduled reviews of exception reports or any other way. The scope and extent of any particular inquiry will be determined by the nature of the trade in question. The relevant Employee or client may be contacted by the CCO for an explanation as to the trade in question. An investigation record will be kept by the CCO. The record will contain, at a minimum, the following:

1. The name of the security;

2. The date the investigation commenced;

3. An identification of the accounts involved; and A summary of the disposition of the investigation.

G. PROCEDURES FOR ADVISER'S POLICY AGAINST INSIDER TRADING

The following procedures have been established to aid the Employees of the Adviser in avoiding insider trading, and to aid the Adviser in preventing, detecting, and imposing sanctions against insider trading. Each Employee of the Adviser must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability, and criminal penalties. If you have any questions about these procedures you should consult with the CCO.

1. IDENTIFYING INSIDE INFORMATION

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

Is the information material? Is this something an investor would consider important in making his or her investment decision? Would the market price of the securities be substantially affected if the information was generally disclosed?

Is the information nonpublic? To whom has it been provided? Has it been effectively communicated to the marketplace by being published in Reuters, THE WALL STREET JOURNAL, or other publications of general circulation?

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

1.1.1.1. Do not purchase or sell the securities on behalf of yourself or others;

1.1.1.2. Report the matter immediately to the CCO; and

1.1.1.3. Do not communicate the information inside or outside the Adviser, other than to the CCO.

After the CCO has reviewed the issue, you either will be instructed to continue the prohibitions against trading and communications, or you will be allowed to trade or communicate the information.

2. RESTRICTING ACCESS TO MATERIAL NONPUBLIC INFORMATION

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including associates, except as referred to above. In addition, take care that such information is secure by sealing files and restricting access to computer files containing nonpublic information.

3. RESOLVING ISSUES CONCERNING INSIDER TRADING

If doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the procedures, or as to the propriety of any action, it must be discussed with the CCO before trading or communicating the information to anyone.

EXHIBIT A

OUTSIDE AFFILIATION/PRIVATE TRANSACTION/BOARD MEMBERSHIP

PRE-CLEARANCE QUESTIONNAIRE

1. Your Name & Title: ______________________________________________________

2. Name of department: _____________________________________________________

3. Name of your manager: ___________________________________________________

4. List your responsibilities for Villanova Investment Management Company, LLC (the "ADVISER"):

5. Please state the full name and address of the private placement, business, nature of the investment or full name of the organization you are/wish to become affiliated with:

Please answer the following questions regarding the private placement, business, board membership or affiliation you intend to participate in. Please attach to this questionnaire any additional information you may have regarding your affiliation/investment (i.e., private placement memorandum, offering circular, literature, etc.) that may assist in the approval process.

1. How and by whom was this offer presented to you? Or, how and by whom were you approached to become affiliated?

2. Will you play any management role in the private placement or business and are you providing any service or advice to the business or issuer? What will your role and responsibilities consist of?

Exhibit A-1

3. Approximately what percentage of your time will be spent on non-Adviser activities?

4. Will you be compensated? (If so, how?) [ ] Yes [ ] No

5. Does the private placement issuer or organization have any dealings with Adviser? (If yes, please describe) [ ] Yes [ ] No

6. Is any client of the Adviser ELIGIBLE to hold securities of this issuer? Does any client of the Adviser PRESENTLY hold securities of this issuer? [ ] Yes [ ] No

7. Do you have any dealings on behalf of Adviser with the issuer or sponsor of this investment or membership? (If yes, please describe) [ ] Yes [ ] No

8. To the best of your knowledge, does the private placement issuer have plans to go public any time soon? If so, when? [ ] Yes [ ] No

Exhibit A-2

9. Are you being given any preferential treatment in the deal? (If yes, please describe) [ ] Yes [ ] No

10. How much money will be invested, and/or what percentage of ownership will you have?

11. In light of your position and responsibilities at the Adviser, are you aware of any fact, issue or circumstance involving the private placement, proposed investment, board membership or affiliation that might give rise to an actual or apparent conflict of interest? [ ] Yes [ ] No

PLEASE NOTE:

If board membership is with a public company you will be limited in your ability to invest in that company. Also, if you come into possession of material non-public information because of your board membership you must inform the CCO of the details so that trading activity in that public company can be appropriately monitored.

12. Does this investment require you to open a new brokerage account? (If yes, please describe).

DATE PRINT NAME SIGNATURE

Exhibit A-3

SUPERVISOR APPROVAL

I have reviewed and approved this request for permission to engage in the private securities transaction described above.

__________       _______________________________________           _________
Date             Name & Title of Approver (please print)           Signature

COMPLIANCE APPROVAL                                    [ ] Yes [ ] No

__________       _______________________________________           _________
Date             Name & Title of Approver (please print)           Signature

Exhibit A-4

EXHIBIT B

VILLANOVA INVESTMENT MANAGEMENT COMPANY, LLC (THE "ADVISER")

EMPLOYEE INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION

Statement to Adviser by ________________________________________________________ Please Print

Date of Becoming an Employee: _________________________________ (Initial Report)

December 31, 20__ (Annual Report)

As of the date appearing above, the following are each and every Covered Security (as defined in the Code) and securities account in which I have a direct or indirect "Beneficial Ownership" interest) . For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts by or for the benefit of a person, or such person's "immediate family" sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term "immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother -in-law, father-in-law, son-in-law, daughter -in-law, brother -in-law, or sister-in-law and also includes adoptive relationships.

Exhibit B-1

Listed below are the accounts with any broker, dealer or bank that are capable of holding securities (i.e. accounts that hold or could hold securities including securities that are not Covered Securities) for my direct or indirect benefit ("SECURITIES ACCOUNT" ) as of the date appearing above:

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Name of Broker, dealer or Bank      Account Number      Name on the Account           Status of Account
with which Account is Held                                                      (open/closed/active/inactive)
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

I certify that the accounts listed above are ALL OF THE Securities Accounts in which I have a direct or indirect Beneficial Ownership interest.

NOTE: For every bank or brokerage account of the Employee that is capable of holding Covered Securities for the Employee's direct or indirect benefit, new employees must attach copies of the most recent statement(s) to this form. If this form is completed for annual certification, either an annual statement must be attached to this form or mailed directly to the following address: Villanova Investment Management Company, LLC, 789 East Lancaster Ave, Suite 120, Villanova, PA 19085, Attention: Chief Compliance Officer. It is the Employee's sole responsibility to ensure that the information reflected in the attached statement(s) is accurate and completely discloses all relevant securities holdings. In lieu of attaching statements to this form, a print out of the Employee's securities holdings printed directly from their broker's website may also be submitted.

Exhibit B-2

Listed below are all securities including Covered Securities in which the employee currently holds in his/her trading accounts and has beneficial ownership interest upon hire or as of the year-end date specified above

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Account    Shares/Face        Name and description of Covered             Interest        Firm Through Which   Nature of Interest
Number       Amount      Security I.E. puts, calls, bonds (include    Rate/Maturity Date   Security is Held     (Direct Ownership,
                           144A, Reg S and other privately placed     (if applicable)                         Spouse, Control, Etc.)
                          securities, whether or not custodied in
                                    a securities account)
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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I further certify that the securities listed above are the ONLY Covered Securities in which I have a direct or indirect Beneficial Ownership interest.

This report need not disclose Covered Securities held in any account over which the Employee has no direct or indirect influence or control.

Exhibit B-3

I have received, reviewed, understand and agree to abide by the Adviser's Compliance Policies and Procedures as stated in the most recent copy of the Firm's Compliance Manual. To the best of my knowledge, I have reported all securities holdings for me and members of my Immediate Family to the Adviser on the form provided to me. I hereby acknowledge that I have obtained, read and understand the Adviser's Compliance Policies and Procedures Manual. I further certify that I have received, read, understand, and will abide by the Adviser's Code of Ethics.

Employee Signature: ___________________

Date of Submission: ___________________

Received By (Name/Title): _____________  Reviewed By (Name/Title): _____________

Signature: ____________________________  Signature: ____________________________

Date Received: ________________________  Date Reviewed: ________________________

Comments:

Exhibit B-4

EXHIBIT C

VILLANOVA INVESTMENT MANAGEMENT COMPANY, LLC (THE "ADVISER")

QUARTERLY REPORT OF SECURITY ACCOUNTS & TRANSACTIONS FOR VILLANOVA INVESTMENT
MANAGEMENT COMPANY, LLC

Statement to the Adviser by: ___________________________________________________

For the Calendar quarter ended _________________________________________________

(Enter quarter end date)

Since the prior Quarterly Report, the following accounts have remained active/inactive or have been opened/closed. Listed below are accounts that are capable of holding securities (i.e. accounts that hold or could hold securities including securities that are not Covered Securities) for my direct or indirect benefit.

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 Name of Broker, dealer or      Account Number      Name on the        Status of Account                Date (if opened/closed w/in
Bank with which Account is                            Account       (open/closed/active/inactive)                  quarter)
        Held
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

I further certify that the accounts listed above are all of the Securities Accounts in which I have a direct or indirect Beneficial Ownership interest.

As of the date appearing above, the following are each and every transaction in a Covered Security (as defined in the Code) in which I have a direct or indirect "Beneficial Ownership" interest. Also, I have included all activity in Covered Securities that occurred during the quarter. For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts by or

Exhibit C-1

for the benefit of a person, or such person's "immediate family" sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term "immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter -in-law, brother -in-law, or sister-in-law and also includes adoptive relationships.

This report need not disclose transactions in Covered Securities in any account over which the Employee has no direct influence or control.

NOTE: For every account in which there was trading activity during the previous quarter, Employees must either: (i) attach brokerage statements or a print out of transaction activity from the broker's web site for every account in which there was trading activity; (ii) provide all trade information in the chart below; or (iii) direct their brokers to mail statements directly to the following address:
Villanova Investment Management Company, LLC, 789 East Lancaster Ave, Suite 120, Villanova, PA 19085, Attention: Chief Compliance Officer. Employees who indicate below that there was no activity during the quarter are not required to attach or include brokerage statements. It is the Employee's sole responsibility to ensure that the information reflected in the attached statement(s) is accurate and completely discloses all relevant securities activity.

Exhibit C-2

LISTED BELOW ARE ALL COVERED SECURITIES TRANSACTIONS IN WHICH THE EMPLOYEE HAS TRADED A BENEFICIAL OWNERSHIP INTEREST DURING THE CALENDAR QUARTER SPECIFIED ABOVE.

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ACCOUNT  TRADE BUY/SELL  SHARES/FACE  NAME AND DESCRIPTION OF COVERED       INTEREST    PRICE  FIRM THROUGH      NATURE OF
NUMBER       DATE          AMOUNT     SECURITY I.E. PUTS, CALLS, BONDS   RATE/MATURITY           WHICH         INTEREST (DIRECT
                                       (INCLUDE 144A, REG S AND OTHER       DATE (IF           TRANSACTION        OWNERSHIP,
                                      PRIVATELY PLACED SECURITIES WHERE   APPLICABLE)          WAS EFFECTED         SPOUSE,
                                       OR NOT CUSTODIED IN A SECURITY                                           CONTROL, ETC.)
                                                  ACCOUNT)
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

If no transactions in Covered Securities occurred during the quarter ending ____________________, please insert "NONE" here: ___________
(enter qtr end date)

I further certify that all information provided above in connection with my securities account and Covered Securities is true, correct and complete.

Date of Submission: ______________________________

Employee Signature: ______________________________

Compliance Signature: ____________________________

Date Reviewed: ___________________________________

Exhibit C-3

EXHIBIT D

VILLANOVA INVESTMENT MANAGEMENT COMPANY, LLC [Date]

[BROKERAGE FIRM]
[Address 1] [City, State, Zip]
Attn: Compliance Department

Re: Accounts and/or Family Related Accounts of [EMPLOYEE NAME], SS#[XXX-XX-XXXX], an Villanova Investment Management Company, LLC Employee

Dear Sir/Madam:

The above named employee of Villanova Investment Management Company, LLC has notified us that he/she maintains the following account(s) with your Firm:

ACCOUNT NAME ACCOUNT NUMBER

Please be advised that Villanova Investment Management Company, LLC is registered with the Securities and Exchange Commission and is required, as set forth by the Investment Advisers Act of 1940, to maintain records of every transaction in a security in which an employee of the investment adviser has any direct or indirect beneficial ownership.

Please make the necessary arrangements to send duplicate confirmations and monthly statements to:

Villanova Investment Management Company, LLC 789 East Lancaster Ave, Suite 120 Villanova, PA 19085

This information is to be provided unless or until Mr./Mrs. [ ] notifies you to the contrary in writing. In the event that Mr./Mrs. [ ] ceases employment with Villanova Investment Management Company, LLC, a letter will be sent from the Compliance Department terminating duplicate confirmations and statements. If you should have any questions, please contact me at (XXX) XXX-XXXX.

Sincerely,

Chief Compliance Officer

As per the above request, I grant permission to your firm to add Villanova Investment Management Company, LLC as an interested party and to forward copies of confirmations and statements regarding the above mentioned account(s).

_____________________________ Date:________________________
(Signature of Account Holder)
[EMPLOYEE FULL NAME]

Exhibit D-1

EXHIBIT E

VILLANOVA INVESTMENT MANAGEMENT COMPANY, LLC

PERSONAL SECURITIES TRADING REQUEST AND AUTHORIZATION FORM

Name:_______________________________________ Date: _______________________

I hereby request authorization to enter into the following securities transaction:

Name of Company and Ticker Symbol:

TYPE OF ORDER: Buy____ Sell____ Exchange_____ Tender_____ Other_____(Explain)

PRICE:         Market_____ Limit______ Stop_____ Number of Shares:___________

BROKER/DEALER: __________________________

TYPE OF ACCOUNT: Individual_____ Joint______ Other_____ Trust______(Explain)

This transaction is for investment purposes and to the best of my knowledge will comply with the applicable personal trading provisions contained in Adviser's Code of Ethics. I request the approval based on the following reasoning:

ACCESS PERSON SIGNATURE DATE

The above transaction is approved based on information provided above and must be completed before the end of the day (until 5:00 P.M. local time) on the date of approval. If the transaction has not been completed in whole or in part, it may be extended at the discretion of Adviser's CCO upon written request by the employee.

______________________________________             _____________________________
PORTFOLIO MANAGER/CEO/COO                          DATE

______________________________________             _____________________________
COMPLIANCE OFFICER                                 DATE

Exhibit E-1

EXHIBIT F

VILLANOVA INVESTMENT MANAGEMENT COMPANY, LLC

NOTIFICATION OF OUTSIDE BUSINESS ACTIVITIES

Listed below is/are my outside business activities. I will inform the CCO of any changes to the following:

[ ] Do you own stock or have directly or indirectly any financial interest in any other organization whose stock is not publicly traded? If yes, please provide a full explanation.

[ ] Do you invest in limited or general partnerships, or private placements of securities, other than those offered by the Firm? If yes, please provide a full explanation.

[ ] Have you made a co-investment with the Firm? If yes, please provide a full explanation.

[ ] Are you engaged in any other business? If yes, please provide full explanation.

[ ]o Are you employed or compensated by any other person or entity? If yes, in what capacity?

[ ] Do you serve as an officer or partner of another organization? If yes, please provide the name of the organization and describe in what capacity you serve.

[ ] Do you serve on the board of directors (or in any similar capacity) of any unaffiliated organization or on a formal or informal creditors committee? If yes, please provide information.

[ ] Do you serve as an executor or trustee? If yes, for whom?

[ ] Do you engage in investment related speaking, writing or teaching activities? If yes, please describe.

[ ] None.

Exhibit F-1

RELATIVE TO THE ABOVE QUESTIONS, PLEASE LIST ALL OUTSIDE BUSINESS ACTIVITIES INCLUDING GENERAL PARTNERSHIPS, PRIVATE INVESTMENTS, OUTSIDE EMPLOYMENT AND BOARD MEMBERSHIPS:

PREVIOUSLY DISCLOSED TO
COMPLIANCE?

___________________________                              [ ] Yes  [ ] No

___________________________                              [ ] Yes  [ ] No

___________________________                              [ ] Yes  [ ] No

________________________________________________________________________________
Employee Name & Title (Please Print)          Signature                Date

Exhibit F-2

EXHIBIT H

POLITICAL CONTRIBUTIONS PRE-CLEARANCE FORM

INSTRUCTIONS: Complete Sections I, II and III of the form. Documentation supporting or explaining the proposed political contribution (if any) must be attached and provided directly to the CCO.

I. POLITICAL CONTRIBUTION DETAILS

Name of Elected Official or Candidate

Office or Role of Elected Official/Candidate within the government entity

Division of Government that the Elected Official/Candidate represents

Amount of intended political contribution

Name of individual (or entity) who will make the political contribution

Approximate date on which the political contribution will be made

II. RELATED ISSUES

Have you, your spouse and any other immediate family member(s) made prior political contributions to the above-reference Elected Official/Candidate?

[ ] Yes [ ] No

If yes, explain: __________________________________________________________

Are you aware of any relationship (including ongoing marketing efforts) between VIMCO and the division of government represented by the above-referenced Elected Official/Candidate?

[ ] Yes [ ] No

If yes, explain: __________________________________________________________

III. ADDITIONAL DETAIL

Please use the space provided below to describe any additional details which may be relevant to VIMCO's review of the proposed political contribution:

Exhibit H-1

I certify and acknowledge that the above statements are true and correct to the best of my knowledge.

Name of Employee:
Date:

IV. RECOMMENDED RESPONSE OR COURSE OF ACTION TO BE TAKEN

To be completed by VIMCO:

Describe recommended course of action to be taken:

Name:
Date:

Exhibit H-2

EXHIBIT I

POLITICAL CONTRIBUTION- ANNUAL DISCLOSURE FORM

INSTRUCTIONS: Please disclose any political contributions you made, over the past year, to incumbents, candidates or successful candidates for elective office of a government entity and to state and local political parties, political action committees and any other political organizations exempt from federal income taxes under Section 527 of the Internal Revenue Code. This includes contributions to a federal candidate who is a state or local official at the time of the contribution (I.E., a governor running for U.S. senate). Complete Sections I, II and III of the form and attach additional pages as needed. Documentation supporting or explaining the political contribution (if any) must be attached and provided directly to the CCO.

I. POLITICAL CONTRIBUTION DETAILS

Name of Elected Official/Candidate/Political Party/PAC

Office or Role of Elected Official/Candidate within the government entity

Division of Government that the Elected Official/Candidate represents

Amount of political contribution

Name of individual (or entity) who made the political contribution Date on which the political contribution was made

II. RELATED ISSUES

Have your spouse or any other immediate family member(s) made political contributions to the above-reference Elected Official/Candidate/Political Party/PAC?

[ ] Yes [ ] No

If yes, explain: __________________________________________________________

Are you aware of any relationship (including ongoing marketing efforts) between VIMCO and the division of government represented by the above-referenced Elected Official/Candidate/Political Party/PAC?

[ ] Yes [ ] No

If yes, explain: __________________________________________________________

Exhibit I-1

III. ADDITIONAL DETAIL

Please use the space provided below to describe any additional details which may be relevant to VIMCO's review of your prior political contribution:

I certify and acknowledge that the above statements are true and correct to the best of my knowledge.

Name of Employee:
Date:

IV. RECOMMENDED RESPONSE OR COURSE OF ACTION TO BE TAKEN

To be completed by VIMCO:

Describe recommended course of action to be taken:

Name:
Date:

Exhibit I-2

EXHIBIT J

POLITICAL CONTRIBUTION- NEW HIRE DISCLOSURE FORM

INSTRUCTIONS: Under Advisers Act Rules, you must disclose to VIMCO certain political contributions made within 2 years prior to your hire date (or the date on which you became an employee). More specifically, use this form to disclose any political contributions you made, over the past two years, to incumbents, candidates or successful candidates for elective office of a government entity and to state and local political parties, political action committees and any other political organizations exempt from federal income taxes under Section 527 of the Internal Revenue Code. This includes contributions to a federal candidate who is a state or local official at the time of the contribution (I.E., a Governor running for U.S. Senate). Complete Sections I, II and III of the form and attach additional pages as needed. Documentation supporting or explaining the political contribution (if any) must be attached and provided directly to the Officer.

I. POLITICAL CONTRIBUTION DETAILS

Name of Elected Official/Candidate/Political Party/PAC

Office or Role of Elected Official/Candidate within the government entity

Division of Government that the Elected Official/Candidate represents

Amount of political contribution

Name of individual (or entity) who made the political contribution Date on which the political contribution was made

II. RELATED ISSUES

Have your spouse or any other immediate family member(s) made political contributions to the above-reference Elected Official/Candidate/Political Party/PAC?

[ ] Yes [ ] No

If yes, explain: __________________________________________________________

[ ] Yes [ ] No

If yes, explain: __________________________________________________________

Exhibit J-1

III. ADDITIONAL DETAIL

Please use the space provided below to describe any additional details which may be relevant to VIMCO's review of your prior political contribution:

I certify and acknowledge that the above statements are true and correct to the best of my knowledge.

Name of Employee:
Date:

IV. RECOMMENDED RESPONSE OR COURSE OF ACTION TO BE TAKEN

To be completed by VIMCO:

Describe recommended course of action to be taken:

Name:
Date:

Exhibit J-2

EXHIBIT K

CONFLICTS OF INTEREST QUESTIONNAIRE

BETWEEN

___________________________________ (DATE)

AND

___________________________________ (DATE)

VIMCO takes its fiduciary obligations to its advisory clients and Investors very seriously. In this connection, VIMCO must periodically review the conflicts of interest relevant to its business and operations. The purpose of having each Access Person complete this questionnaire is to increase the likelihood that all such conflicts of interest are properly identified and properly addressed by VIMCO.

NATURE OF THE CONFLICT: PERSONAL SECURITIES TRANSACTIONS

Have you affected any transactions (buys or sells) in the same securities as advisory clients of VIMCO?*

[ ] Yes [ ] No

If yes, please explain: ________________

* To the extent that you have already reported such holdings through your Initial or Annual Holdings Reports, please note that here. You do NOT need to reiterate the holdings information that was previously reported on your Initial or Annual Holdings Reports.

Did you obtain pre-clearance for all the personal securities transactions noted in #1 above?

[ ] Yes [ ] No

If yes, please explain: ________________

Exhibit L-1

NATURE OF THE CONFLICT: BUSINESS TRANSACTIONS OR DOING BUSINESS WITH AFFILIATES OR RELATED PARTIES

Are you presently engaged in any business transactions outside of your employment with VIMCO*

[ ] Yes [ ] No

If yes, please explain: ________________

* NOTE: Such business transactions could include loans to, or investment in, private business ventures.

Do you currently hold any paid positions with entities outside of your employment with VIMCO?

[ ] Yes [ ] No

If yes, please explain: ________________

Is your spouse, or any household family member, presently employed by any of VIMCO's third party service providers?

[ ] Yes [ ] No

If yes, please explain: ________________

Is your spouse, or any household family member, presently employed by any of the companies/issuers with which VIMCO invests?

[ ] Yes [ ] No

If yes, please explain: ________________

Exhibit L-1

Is your spouse, any close relative, or any household family member, presently a principal or registered representative of a broker-dealer?

[ ] Yes [ ] No

If yes, please explain: ________________

Does your spouse, any close relative, or any household family member currently serve as a director or officer of a publicly traded company?

[ ] Yes [ ] No

If yes, please explain: ________________

Have you engaged in business transactions, or done business with, VIMCO affiliates or related parties?*

[ ] Yes [ ] No

* For purposes of this response, "Related Parties" would include (but not be limited to): companies/issuers in which VIMCO invests, service providers employed by VIMCO, and individuals or entities that have invested in the Advisory Clients of VIMCO (i.e., the VIMCO funds and separately managed accounts).

* When responding to this question, you should consider any compensation arrangements that you have outside of VIMCO. To the extent that you are unsure as to whether such a non- VIMCO relationship needs to be disclosed, please discuss with the CCO.

* NOTE: TO THE EXTENT YOU HAVE ANSWERED "YES" TO THIS QUESTION, IT IS LIKELY THAT VIMCO WILL NEED TO UPDATE ITS DISCLOSURES TO ADVISORY CLIENTS AND INVESTORS.

IF "YES," PLEASE COMPLETE THE FOLLOWING:

Please describe the entity that you presently
do business with, the nature of the
transacted business, and whether fees are
involved:

Name of Entity: _____________________________

Exhibit L-1

Nature of Activities: _______________________

Fees paid: __________________________________

Exhibit L-1

EXHIBIT L

NON-DISCRETIONARY ACCOUNT SAMPLE BROKER ATTESTATION

[DATE]

Villanova Investment Management Company, LLC Attn: Don O'Hara, Chief Compliance Officer 789 East Lancaster Ave, Suite 120
Villanova, PA 19085

RE: [INSERT BROKER NAME & ACCOUNT #'S _________] (THE ACCOUNT(S)")

To Whom It May Concern:

For purposes of VIMCO's Code of Ethics and its policies regarding personal trading by Access Persons, please accept this letter as confirmation that [NAME OF ACCESS PERSON] (the "Access Person") has "no direct or indirect influence or control" with respect to the purchases and sales of financial instruments in the Account(s).

"No direct or indirect influence or control" means that the Access Person does
NOT:

o suggest to anyone that a particular purchase or sale of securities be made for the Account(s);

o direct anyone to make any particular purchases or sales of securities for the Account(s); or

o consult with anyone as to the particular allocation of investments to be made in the Account(s).

We will contact you immediately in the event of any changes to the above confirmation.

Regards,

SIGNATURE: ____________________________________________________

NAME: _________________________________________________________

TITLE/CAPACITY: _______________________________________________

DATE: _________________________________________________________

Exhibit L-1