1ST AMENDMENT
TO SUB-ADVISORY AGREEMENT
BETWEEN CORNERSTONE ADVISORS, INC.
AND OFI STEELPATH, INC.
This 1ST AMENDMENT ("Amendment") to the Agreement, as defined below, is
made as of May 18, 2016 by and between CORNERSTONE ADVISORS, INC. (the
"Adviser"), a Washington corporation, and OFI STEELPATH, INC. (the
"Sub-Adviser"), a Delaware corporation. Capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the Agreement, as
defined below.
WHEREAS, the Adviser and Sub-Adviser entered into a Sub-Advisory Agreement
as of December 28, 2012 (the "Agreement"), whereby the Adviser appointed the
Sub-Adviser to provide certain subadvisory services to the Advisors' Inner
Circle Fund (the "Trust") on behalf of the series set forth on Schedule A to the
Agreement (the "Fund"); and
NOW THEREFORE, in consideration of the mutual covenants set forth in the
Agreement and this Amendment, the parties hereby agree as follows:
1. The third sentence of section 1(a) of the Agreement is hereby deleted
and replaced with the sentence set forth below:
"The Sub-Adviser shall determine, from time to time, what investments
shall be purchased for the Fund and what such securities shall be held
or sold by the Fund, subject always to the provisions of the Trust's
Agreement and Declaration of Trust, By-Laws and its registration
statement on Form N-1A (the "Registration Statement" under the
Investment Company Act of 1940, as amended (the "1940 Act"), and under
the Securities Act of 1933, as amended (the "1933 Act"), covering Fund
shares, as filed with the Securities and Exchange Commission (the
"Commission"), and to the investment objectives, policies and
restrictions of the Fund, as each of the same shall be from time to
time in effect and such other instructions or limitations as directed
by the appropriate officers of the Adviser or the Trust by notice in
writing to the Sub-Adviser."
2. Unless modified by this Amendment, the terms and conditions of, and
the responsibilities and obligations imposed by the Agreement, remain
in full force and effect and will remain enforceable to the fullest
extent permitted by applicable law.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date set forth above.
CORNERSTONE ADVISORS, INC. OFI STEELPATH, INC.
By: /s/ Xxxxx Xxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxx Name: Xxxxx Xxxxx
Title: COO Title: Senior Vice President, OFDI
by delegated authority
