THE ADVISORS' INNER CIRCLE FUND
THE ADVISORS' INNER CIRCLE FUND II
THE ADVISORS' INNER CIRCLE FUND III
BISHOP STREET FUNDS
KP FUNDS
WINTON SERIES TRUST
WINTON DIVERSIFIED OPPORTUNITIES FUND
GALLERY TRUST
FINANCIAL OFFICER CODE OF ETHICS
I. INTRODUCTION
The reputation and integrity of The Advisors' Inner Circle Fund, The
Advisors' Inner Circle Fund II, The Advisors' Inner Circle Fund III, Bishop
Street Funds, KP Funds Winton Series Trust, Winton Diversified Opportunities
Fund and Gallery Trust, (each a "Trust" and, collectively, the "Trusts") are
valuable assets that are vital to the each Trust's success. The Trusts' senior
financial officers ("SFOs") are responsible for conducting the Trusts' business
in a manner that demonstrates a commitment to the highest standards of
integrity. The Trusts' SFOs include the principal executive officer, the
principal financial officer, comptroller or principal accounting officer, and
any person who performs a similar function.
The Sarbanes-Oxley Act of 2002 (the "Act") effected sweeping corporate
disclosure and financial reporting reform on public companies, including mutual
funds, to address corporate malfeasance and assure investors that the companies
in which they invest are accurately and completely disclosing financial
information. Under the Act, all public companies (including the Trusts) must
either have a code of ethics for their SFOs, or disclose why they do not. The
Act was intended to foster corporate environments which encourage employees to
question and report unethical and potentially illegal business practices. Each
Trust has chosen to adopt this Financial Officer Code of Ethics (the "Code") to
encourage its SFOs to act in a manner consistent with the highest principles of
ethical conduct.
II. PURPOSES OF THE CODE
The purposes of this Code are:
o To promote honest and ethical conduct by each Trust's SFOs, including
the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
o To assist each Trust's SFOs in recognizing and avoiding conflicts of
interest, including disclosing to an appropriate person any material
transaction or relationship that reasonably could be expected to give
rise to such a conflict;
o To promote full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Trusts file with, or
submit to, the SEC and in other public communications made by the
Trusts;
o To promote compliance with applicable laws, rules and regulations;
o To encourage the prompt internal reporting to an appropriate person
of violations of this Code; and
o To establish accountability for adherence to this Code.
III. QUESTIONS ABOUT THIS CODE
Each Trust's compliance officer designated to oversee compliance with the
Trust's Code of Ethics adopted pursuant to Rule 17j-1 shall serve as Compliance
Officer for the implementation and administration of this Code. You should
direct your questions about this Code to the Compliance Officer.
IV. CONDUCT GUIDELINES
Each Trust has adopted the following guidelines under which the Trust's
SFOs must perform their official duties and conduct the business affairs of the
Trust.
1. ETHICAL AND HONEST CONDUCT IS OF PARAMOUNT IMPORTANCE. Each Trust's
SFOs must act with honesty and integrity and avoid violations of this
Code, including the avoidance of actual or apparent conflicts of
interest with the Trust in personal and professional relationships.
2. SFOS MUST DISCLOSE MATERIAL TRANSACTIONS OR RELATIONSHIPS. Each
Trust's SFOs must disclose to the Compliance Officer any actual or
apparent conflicts of interest the SFO may have with the Trust that
reasonably could be expected to give rise to any violations of this
Code. Such conflicts of interest may arise as a result of material
transactions or business or personal relationships to which the SFO
may be a party. If it is not possible to disclose the matter to the
Compliance Officer, it should be disclosed to the Trust's Chief
Financial Officer, Chief Executive Officer or another appropriate
person. In addition to disclosing any actual or apparent conflicts of
interest in which an SFO is personally involved, the Trusts' SFOs have
an obligation to report any other actual or apparent conflicts which
they discover or of which they otherwise become aware. If you are
unsure whether a particular fact pattern gives rise to a conflict of
interest, or whether a particular transaction or relationship is
"material," you should bring the matter to the attention of the
Compliance Officer.
3. STANDARDS FOR QUALITY OF INFORMATION SHARED WITH SERVICE PROVIDERS OF
THE TRUSTS. Each Trust's SFOs must at all times seek to provide
information to the Trust's service providers (adviser, administrator,
outside auditor, outside counsel, custodian, etc.) that is accurate,
complete, objective, relevant, timely, and understandable.
4. STANDARDS FOR QUALITY OF INFORMATION INCLUDED IN PERIODIC REPORTS.
Each Trust's SFOs must at all times endeavor to ensure full, fair,
timely, accurate, and understandable disclosure in the Trust's
periodic reports.
5. COMPLIANCE WITH LAWS. Each Trust's SFOs must comply with the federal
securities laws and other laws and rules applicable to the Trusts,
such as the Internal Revenue Code.
6. STANDARD OF CARE. Each Trust's SFOs must at all times act in good
faith and with due care, competence and diligence, without
misrepresenting material facts or allowing your independent judgment
to be subordinated. Each Trust's SFOs must conduct the affairs of the
Trust in a responsible manner, consistent with this Code.
7. CONFIDENTIALITY OF INFORMATION. Each Trust's SFOs must respect and
protect the confidentiality of information acquired in the course of
their professional duties, except when authorized by the Trust to
disclose it or where disclosure is otherwise legally mandated. You may
not use confidential information acquired in the course of your work
for personal advantage.
8. SHARING OF INFORMATION AND EDUCATIONAL STANDARDS. Each Trust's SFOs
should share information with relevant parties to keep them informed
of the business affairs of the Trust, as appropriate, and maintain
skills important and relevant to the Trust's needs.
9. PROMOTE ETHICAL CONDUCT. Each Trust's SFOs should at all times
proactively promote ethical behavior among peers in your work
environment.
10. STANDARDS FOR RECORDKEEPING. Each Trust's SFOs must at all times
endeavor to ensure that the Trust's financial books and records are
thoroughly and accurately maintained to the best of their knowledge in
a manner consistent with applicable laws and this Code.
V. WAIVERS OF THIS CODE
You may request a waiver of a provision of this Code by submitting your
request in writing to the Compliance Officer for appropriate review. For
example, if a family member works for a service provider that prepares a Trust's
financial statements, you may have a potential conflict of interest in reviewing
those statements and should seek a waiver of this Code to review the work. An
executive officer of each Trust, or another appropriate person (such as a
designated Board or Audit Committee member), will decide whether to grant a
waiver. All waivers of this code must be disclosed to the applicable Trust's
shareholders to the extent required by SEC rules.
VI. AFFIRMATION OF THE CODE
Upon adoption of the Code, each Trust's SFOs must affirm in writing that
they have received, read and understand the Code, and annually thereafter must
affirm that they have complied with the requirements of the Code. To the extent
necessary, each Trust's Compliance Officer will provide guidance on the conduct
required by this Code and the manner in which violations or suspected violations
must be reported and waivers must be requested.
VII. REPORTING VIOLATIONS
In the event that an SFO discovers or, in good faith, suspects a violation
of this Code, the SFO must immediately report the violation or suspected
violation to the Compliance Officer. The Compliance Officer may, in his or her
discretion, consult with another member of the Trust's senior management or the
Board in determining how to address the suspected violation. For example, a Code
violation may occur when a periodic report or financial statement of a Trust
omits a material fact, or is technically accurate but, in the view of the SFO,
is written in a way that obscures its meaning.
SFOs who report violations or suspected violations in good faith will not
be subject to retaliation of any kind. Reported violations will be investigated
and addressed promptly and will be treated as confidential to the extent
possible.
VIII. VIOLATIONS OF THE CODE
Dishonest or unethical conduct or conduct that is illegal will constitute a
violation of this Code, regardless of whether this Code specifically refers to
such particular conduct. A violation of this Code may result in disciplinary
action, up to and including removal as an SFO of the Trust. A variety of laws
apply to the Trusts and their operations, including the Securities Act of 1933,
the Investment Company Act of 1940, state laws relating to duties owed by Trust
officers, and criminal laws. The Trusts will report any suspected criminal
violations to the appropriate authorities, and will investigate, address and
report, as appropriate, non-criminal violations.
Dated: September 2015