As filed with the Securities and Exchange Commission on December 8, 2017
Securities Act Registration No. 033-24962
Investment Company Act Registration No. 811-05186
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 154 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 156 (X)
Check appropriate box or boxes
ADVANCED SERIES TRUST
Exact name of registrant as specified in charter
655 Broad Street, 17th Floor
Newark, New Jersey 07102
Address of Principal Executive Offices including Zip Code
(973) 367-7521
Registrant’s Telephone Number, Including Area Code
Deborah A. Docs
655 Broad Street, 17 th Floor
Newark, New Jersey 07102
Name and Address of Agent for Service
It is proposed that this filing will become effective:
__ immediately upon filing pursuant to paragraph (b)
X on January 2, 2018 pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)(1)
__ on (date) pursuant to paragraph (a)(1)
__ 75 days after filing pursuant to paragraph (a)(2)
__ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
__ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Explanatory Note
This Post-Effective Amendment No. 154 to the Registrant’s Registration Statement under the Securities Act of 1933 and Amendment No. 156 to the Registrant’s Registration Statement under the Investment Company Act of 1940 (the Amendment) only relates to the AST Bond Portfolio 2029.
The Amendment is not intended to amend the current prospectuses and statements of additional information for the other series of the Registrant, dated May 1, 2017, and as supplemented to date.
ADVANCED SERIES TRUST
PROSPECTUS • January 2, 2018
The Advanced Series Trust (the Trust and each series thereof, a Portfolio) is an investment vehicle for life insurance companies (the Participating Insurance Companies) writing variable annuity contracts and variable life insurance policies (each, a Contract and together, the Contracts). Shares of the Trust may also be sold directly to certain tax-deferred retirement plans. Each Contract involves fees and expenses not described in this prospectus (the Prospectus). Please read the prospectus of your Contract for information regarding the Contract, including its fees and expenses. The Portfolio offered in this Prospectus is set forth on this cover (the Portfolio).
These securities have not been approved or disapproved by the Securities and Exchange Commission (the Commission or the SEC) or the Commodity Futures Trading Commission (the CFTC) nor has the Commission or the CFTC passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
Prudential, the Prudential logo, and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.
AST Bond Portfolio 2029
 
 

Table of Contents
1 SUMMARY: AST BOND PORTFOLIO 2029
5 ABOUT THE TRUST
6 MORE DETAILED INFORMATION ON HOW THE PORTFOLIO INVESTS
11 MORE DETAILED INFORMATION ABOUT OTHER INVESTMENTS & STRATEGIES USED BY THE PORTFOLIO
18 PRINCIPAL RISKS
23 HOW THE TRUST IS MANAGED
27 HOW TO BUY AND SELL SHARES OF THE PORTFOLIO
32 OTHER INFORMATION
33 FINANCIAL HIGHLIGHTS

Table of Contents
SUMMARY: AST BOND PORTFOLIO 2029
INVESTMENT OBJECTIVE
The investment objective of the Portfolio is to seek the highest total return for a specific period of time, consistent with the preservation of capital and liquidity needs. Total return is comprised of current income and capital appreciation.
PORTFOLIO FEES AND EXPENSES
The table below shows the fees and expenses that you may pay if you invest in shares of the Portfolio. The table does not include Contract charges. Because Contract charges are not included, the total fees and expenses that you will incur will be higher than the fees and expenses set forth in the table. See your Contract prospectus for more information about Contract charges.
Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) (1)
Management Fees 0.47%
+ Distribution and/or Service Fees (12b-1 Fees) 0.25%
+ Other Expenses (2) 0.08%
= Total Annual Portfolio Operating Expenses 0.80%
(1) The Portfolio will commence operations on or about January 2, 2018.
(2) Other expenses (which include expenses for accounting and valuation services, custodian fees, audit fees, legal fees, transfer agency fees, fees paid to Independent Trustees, and certain other miscellaneous items) are estimated. Estimate based in part on assumed average daily net assets of $200 million for the Portfolio for the fiscal period ending December 31, 2018.
Example. The following example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The table does not include Contract charges. Because Contract charges are not included, the total fees and expenses that you will incur will be higher than the fees and expenses set forth in the example. See your Contract prospectus for more information about Contract charges.
The example assumes that you invest $10,000 in the Portfolio 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 Portfolio’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
  1 Year 3 Years
AST Bond Portfolio 2029 $82 $255
Portfolio Turnover. The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the example, affect the Portfolio's performance. No portfolio turnover rate is presented for the Portfolio because it is new.
INVESTMENTS, RISKS AND PERFORMANCE
Principal Investment Strategies . The Portfolio uses both top-down and bottom-up approaches to invest in a wide array of bond market sectors, including US Treasuries, agency securities, corporate bonds, structured products sectors including asset-backed securities and commercial mortgage-backed securities, mortgage backed securities, and to a small extent emerging markets debt and high yield debt (commonly known as junk bonds). In pursuing its investment objective, the Portfolio normally invests at least 80% of its assets (net assets plus any borrowings made for investment purposes) in bonds. For purposes of this 80% policy, bonds include: (i) all debt securities and all fixed income securities, excluding preferred stock, issued by both government and non-government issuers, and (ii) all derivatives and synthetic instruments that have economic characteristics that are similar to such debt securities and such fixed income securities. The Subadviser may use derivative instruments for any reason, including to manage or adjust the Portfolio’s risk profile when asset flows are volatile.
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Contract owners cannot select the Portfolio for investment. Instead, if a Contract owner selected certain benefits under their Contract, the Contract owner’s account value may be allocated to and from the Portfolio in accordance with a mathematical formula under the Contract. The Contracts using the Portfolio are issued by Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Annuities Life Assurance Corporation and Allstate Life Insurance Company. For more information, Contract owners should see their Contract prospectus or contact the relevant Participating Insurance Company or their financial professional.
The Portfolio is managed to mature on or about the end of the year identified in its name in order to match the related liability under certain living benefit programs. In addition, the Portfolio’s duration and weighted average maturity will decline over time as the maturity date approaches. To that end, the Portfolio’s Subadviser expects to maintain the duration of the Portfolio within +/– 0.50 years of the secondary benchmark index for the Portfolio. The secondary benchmark index for the Portfolio is the Bloomberg Barclays Fixed Maturity (2029) Zero Coupon Swaps Index. The primary benchmark index for the Portfolio is the Bloomberg Barclays US Government/Credit Bond Index. On or about the Portfolio’s maturity date, all of the securities held by the Portfolio will be sold and all of the outstanding shares of beneficial interest of the Portfolio will be redeemed. Proceeds from that redemption will be reallocated in accordance with the procedures applicable to the Contract owner’s variable Contract.
The Subadviser currently intends to maintain an overall weighted average credit quality rating of A- or better for the Portfolio. This target overall credit quality for the Portfolio will be based on ratings as of the date of purchase. In the event the overall credit quality drops below A- due to downgrades of individual portfolio securities, the Portfolio’s Subadviser will take appropriate action based upon the relevant facts and circumstances.
Principal Risks of Investing in the Portfolio. The risks summarized below are the principal risks of investing in the Portfolio. All investments have risks to some degree and it is possible that you could lose money by investing in the Portfolio. An investment in the Portfolio is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. While the Portfolio makes every effort to achieve its objectives, the Portfolio cannot guarantee success.
Asset-Backed and/or Mortgage-Backed Securities Risk . Asset-backed and mortgage-backed securities are fixed income securities that represent an interest in an underlying pool of assets, such as credit card receivables or, in the case of mortgage-backed securities, mortgage loans. Like fixed income securities, asset-backed and mortgage-backed securities are subject to interest rate risk, liquidity risk, and credit risk, which may be heightened in connection with investments in loans to “subprime” borrowers. Certain asset-backed and mortgage-backed securities are subject to the risk that those obligations will be repaid sooner than expected or later than expected, either of which may result in lower than expected returns. Mortgage-backed securities, because they are backed by mortgage loans, are also subject to risks related to real estate, and securities backed by private-issued mortgages may experience higher rates of default on the underlying mortgages than securities backed by government-issued mortgages.
Asset Transfer Program Risk . Predetermined, nondiscretionary mathematical formulas used by the Participating Insurance Companies to manage the guarantees offered in connection with certain benefit programs under the Contracts may result in systematic transfers of assets among the investment options under the Contracts, including the Portfolio. The formulas may result in transfers between your selected portfolios and this Portfolio and/or transfers between this Portfolio and a bond portfolio with a different maturity date. These formulas may result in large-scale asset flows into and out of the Portfolio, which could adversely affect the Portfolio, including its risk profile, expenses and performance. For example, the asset flows may adversely affect performance by requiring the Portfolio to purchase or sell securities at inopportune times, by otherwise limiting the subadviser’s ability to fully implement the Portfolio’s investment strategies, or by requiring the Portfolio to hold a larger portion of its assets in highly liquid securities than it otherwise would hold. The asset flows may also result in high turnover, low asset levels and high operating expense ratios for the Portfolio. The asset flows could remove all or substantially all of the assets of the Portfolio. The efficient operation of the asset flows depends on active and liquid markets. If market liquidity is strained, the asset flows may not operate as intended which in turn could adversely affect performance.
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Derivatives Risk . A derivative is a financial contract, the value of which depends upon, or is derived from, the value of one or more underlying investments, such as an asset, reference rate, or index. The use of derivatives is a highly specialized activity that involves a variety of risks in addition to and greater than those associated with investing directly in securities, including the risk that: the party on the other side of a derivative transaction will be unable to honor its financial obligation; leverage created by investing in derivatives may result in losses to the Portfolio; derivatives may be difficult or impossible for the Portfolio to buy or sell at an opportune time or price, and may be difficult to terminate or otherwise offset; derivatives used for hedging may reduce or magnify losses but also may reduce or eliminate gains; and the price of commodity-linked derivatives may be more volatile than the prices of traditional equity and debt securities.
In 2015, the SEC proposed a new rule related to the use of derivatives by registered investment companies, which, if adopted by the SEC as proposed, may limit the Portfolio’s ability to engage in transactions that involve potential future payment obligations (including derivatives such as forwards, futures, swaps and written options) and may limit the ability of the Portfolio to invest in accordance with its stated investment strategy.
Expense Risk . The actual cost of investing in the Portfolio may be higher than the expenses shown in the “Annual Portfolio Operating Expenses” table above for a variety of reasons, including, for example, if the Portfolio’s average net assets decrease.
Fixed Income Securities Risk . Investment in fixed income securities involves a variety of risks, including that: an issuer or guarantor of a security will be unable to pay obligations when due; due to decreases in liquidity, the Portfolio may be unable to sell its securities holdings at the price it values the security or at any price; and the Portfolio’s investment may decrease in value when interest rates rise. Volatility in interest rates and in fixed income markets may increase the risk that the Portfolio’s investment in fixed income securities will go down in value. Risks associated with rising interest rates are currently heightened because interest rates in the US are near historic lows but may be expected to increase in the future with unpredictable effects on the markets and the Portfolio’s investments.
High Yield Risk . Investments in fixed income securities rated below investment grade and unrated securities of similar credit quality (i.e., high yield securities or junk bonds) may be more sensitive to interest rate, credit and liquidity risks than investments in investment grade securities, and have predominantly speculative characteristics.
Liquidity and Valuation Risk . The Portfolio may hold one or more securities for which there are no or few buyers and sellers or the securities are subject to limitations on transfer. The Portfolio may be unable to sell those portfolio holdings at the desired time or price, and may have difficulty determining the value of such securities for the purpose of determining the Portfolio’s net asset value. In such cases, investments owned by the Portfolio may be valued at fair value pursuant to guidelines established by the Trust’s Board of Trustees. No assurance can be given that the fair value prices accurately reflect the value of security.
Market and Management Risk . Markets in which the Portfolio invests may experience volatility and go down in value, and possibly sharply and unpredictably. The investment techniques, risk analysis and investment strategies used by a subadviser in making investment decisions for the Portfolio may not produce the intended or desired results. There is no guarantee that the investment objective of the Portfolio will be achieved.
Recent Events Risk . Events in the financial markets have caused, and may continue to cause, increased volatility and a significant decline in the value and liquidity of many securities. As a result, identifying investment risks and opportunities may be especially difficult. There is no assurance that steps taken by governments, and their agencies and instrumentalities, to support financial markets will continue, and the impact of regulatory changes on the markets may not be known for some time.
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Regulatory Risk . The Portfolio is subject to a variety of laws and regulations which govern its operations. The Portfolio is subject to regulation by the SEC and/or the CFTC. Similarly, the businesses and other issuers of the securities and other instruments in which the Portfolio invests are also subject to considerable regulation. A change in laws and regulations may materially impact the Portfolio, a security, business, sector or market.
US Government Securities Risk. US Government securities may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the US Government, and may not be backed by the full faith and credit of the US Government.
Past Performance. No performance history is presented for this Portfolio, because it does not yet have a full calendar year of performance.
MANAGEMENT OF THE PORTFOLIO
Investment Manager Subadviser Portfolio Managers Title Service Date
PGIM Investments LLC PGIM Fixed Income Richard Piccirillo Managing Director and Senior Portfolio Manager January 2018
    Malcolm Dalrymple Principal and Portfolio Manager January 2018
    Erik Schiller, CFA Managing Director January 2018
    David Del Vecchio Principal and Portfolio Manager January 2018
TAX INFORMATION
Contract owners should consult their Contract prospectus for information on the federal tax consequences to them. In addition, Contract owners may wish to consult with their own tax advisors as to the tax consequences of investments in the Contracts and the Portfolio, including the application of state and local taxes. The Portfolio currently intends to be treated as a partnership for federal income tax purposes. As a result, the Portfolio's income, gains, losses, deductions, and credits are “passed through” pro rata directly to the Participating Insurance Companies and retain the same character for federal income tax purposes.
FINANCIAL INTERMEDIARY COMPENSATION
If you purchase your Contract through a broker-dealer or other financial intermediary (such as a bank), the Participating Insurance Company, the Portfolio or their related companies may pay the intermediary for the sale of the Contract, the selection of the Portfolio 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 Contract over another investment or insurance product, or to recommend the Portfolio over another investment option under the Contract. Ask your salesperson or visit your financial intermediary's website for more information.
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ABOUT THE TRUST
About the TRUST and THE Portfolio
This Prospectus provides information about the Trust and the Portfolio. The Portfolio is a diversified investment company as defined by the Investment Company Act of 1940 (the 1940 Act).
PGIM Investments LLC (PGIM Investments or the Manager), a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential Financial), serves as the sole investment manager for the Portfolio. Prudential Financial, which is incorporated in the United States, has its principal place of business in the United States. Neither Prudential Financial nor any of its subsidiaries are affiliated in any manner with Prudential plc, a company incorporated in the United Kingdom. The Manager has retained PGIM Fixed Income (the Subadviser), a unit of PGIM, Inc., to manage the day-to-day investment of the assets of the Portfolio in a multi-manager structure. More information about the Manager, the Subadviser and the multi-manager structure is included in “How the Trust is Managed” later in this Prospectus.
The Trust offers one class of shares in the Portfolio. Shares of the Portfolio are sold only to separate accounts of Prudential Annuities Life Assurance Corporation, The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Pramerica of Bermuda Life Assurance Company, Ltd. (collectively, Prudential), Kemper Investors Life Insurance Company, Allstate Life Insurance Company and Allstate Life Insurance Company of New York as investment options under variable life insurance and variable annuity contracts. Shares of the Portfolio may be sold directly to certain qualified retirement plans.
Additional information about the Portfolio is set forth in the following sections, and is also provided in the Statement of Additional Information (the SAI).
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MORE DETAILED INFORMATION ON HOW THE PORTFOLIO INVESTS
Introduction
We describe the Portfolio's investment objective and policies on the following pages. We describe certain investment instruments that appear below in the section entitled “More Detailed Information About Other Investments and Strategies Used by the Portfolio.”
Although we make every effort to achieve the Portfolio's objective, we can't guarantee success and it is possible that you could lose money. The Portfolio’s investment objective is a non-fundamental investment policy and, therefore, may be changed by the Board of Trustees of the Trust (the Board) without shareholder approval.
An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The Portfolio has investment strategies and policies that include percentage estimates and limitations. Those percentages are generally applied at the time the Portfolio makes an investment.
The Portfolio has a policy to normally invest at least 80% of its assets in a particular category of investments based on the name of the Portfolio. This 80% policy relates to the Portfolio’s net assets plus borrowings, if any, for investment purposes. The 80% requirement is applied at the time the Portfolio makes an investment. The 80% policy is non-fundamental and may be changed by the Board without shareholder approval. The Portfolio, however, will provide 60 days' prior written notice to shareholders of any change in the 80% policy based on the Portfolio's name if required by applicable rules.
A change in the securities held by the Portfolio is known as “portfolio turnover.” The Portfolio may engage in active and frequent trading to try to achieve its investment objective and may have a portfolio turnover rate of over 100% annually. Increased portfolio turnover may result in higher brokerage fees or other transaction costs, which can reduce performance. If the Portfolio realizes capital gains when it sells investments, it generally must pay those gains to shareholders, increasing its taxable distributions.
In response to adverse market conditions or when restructuring the Portfolio, we may temporarily invest up to 100% of the Portfolio’s total assets in money market instruments. Investing heavily in money market securities limits our ability to achieve the Portfolio’s investment objective, but can help to preserve the value of the Portfolio’s assets when markets are unstable.
AST BOND PORTFOLIO 2029
Investment Objective: The highest total return for a specific period of time, consistent with the preservation of capital and liquidity needs. Total return is comprised of current income and capital appreciation.
Principal Investment Policies: In pursuing its investment objective, the Portfolio normally invests at least 80% of its assets (net assets plus any borrowings made for investment purposes) in bonds. For purposes of this 80% policy, bonds include: (i) all debt securities and all fixed income securities, excluding preferred stock, issued by both government and non-government issuers, and (ii) all derivatives and synthetic instruments that have economic characteristics that are similar to such debt securities and such fixed-income securities.
The Portfolio is managed to mature on or about the end of the year identified in its name in order to match the related liability under certain living benefit programs. In addition, the Portfolio's duration and weighted average maturity will decline over time as the maturity date approaches. To that end, the Subadviser expects to maintain the duration of the Portfolio within +/– 0.50 years of the secondary benchmark index for the Portfolio. The primary benchmark index for the Portfolio is the Bloomberg Barclays US Government/Credit Bond Index. The secondary benchmark index for the Portfolio is the Bloomberg Barclays Fixed Maturity (2029) Zero Coupon Swaps Index. On or
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about the Portfolio's maturity date, all of the securities held by the Portfolio will be sold and all of the outstanding shares of beneficial interest of the Portfolio will be redeemed. Proceeds from that redemption will be reallocated in accordance with the procedures applicable to the contact owner's variable Contract.
The Subadviser currently intends to maintain an overall weighted average credit quality rating of A- or better for the Portfolio. This target overall credit quality for the Portfolio will be based on ratings as of the date of purchase. In the event the Portfolio's overall credit quality drops below A- due to downgrades of individual portfolio securities, the Subadviser will take appropriate action based upon the relevant facts and circumstances.
Principal Investments of the Portfolio
General . The Subadviser has a team of fixed income professionals, including credit analysts and traders, with experience in many sectors of the US and foreign fixed income securities markets. The Subadviser will use qualitative and quantitative analysis to evaluate each bond issue considered for the Portfolio. In selecting portfolio securities for the Portfolio, the Subadviser will consider economic conditions and interest rate fundamentals. The Subadviser will also evaluate individual issues within each bond sector based upon their relative investment merit and will consider factors such as yield and potential for price appreciation as well as credit quality, maturity and risk.
In managing the Portfolio’s assets, the Subadviser uses a combination of top-down economic analysis and bottom-up research in conjunction with proprietary quantitative models and risk management systems. In the top-down economic analysis, the Subadviser develops views on economic, policy and market trends by continually evaluating economic data that affect the movement of markets and securities prices. This top-down macroeconomic analysis is integrated into the Subadviser’s bottom-up research which informs security selection. In its bottom-up research, the Subadviser develops an internal rating and outlook on issuers. The rating and outlook is determined based on a complete review of the financial health and trends of the issuer, which include a review of the composition of revenue, profitability, cash flow margin, and leverage.
The Subadviser may also consider factors such as yield, spread and potential for price appreciation as well as credit quality, maturity and risk. The Subadviser may also utilize proprietary quantitative tools to support relative value trading and asset allocation for portfolio management as well as various risk models to support risk management.
The Portfolio seeks to achieve its investment objective by investing in a diversified portfolio of high-quality bonds and other securities and instruments. To that end, the Portfolio emphasizes investments in several different types of securities and financial instruments, including, without limitation: (i) US Government securities; (ii) certain debt obligations issued or guaranteed by the US Government and government-related entities, including mortgage-related securities; (iii) privately-issued mortgage-related and asset-backed securities; (iv) debt obligations of US corporate issuers; and (v) derivatives and synthetic instruments that have economic characteristics that are similar to these types of securities and obligations. The Portfolio also may invest up to 50% of its total assets in US dollar-denominated debt securities issued in the United States by certain foreign issuers (referred to herein as Yankee obligations).
US Government Securities. US Government securities include debt obligations issued by the US Treasury. Treasury securities are all backed by the full faith and credit of the US Government, which means that payment of interest and principal is guaranteed, but yield and market value are not. The Portfolio may also acquire US Government securities in the form of custodial receipts that show ownership of future interest payments, principal payments or both on certain US Treasury notes or bonds. Such notes or bonds are held in custody by a bank on behalf of the owners. These custodial receipts are commonly referred to as Treasury strips.
Other Debt Obligations Issued or Guaranteed by the US Government and Government Related Entities. Securities issued by agencies of the US Government or instrumentalities of the US Government, including those which are guaranteed by Federal agencies or instrumentalities, may or may not be backed by the full faith and credit of the United States. Obligations of Government National Mortgage Association (Ginnie Mae), the Farmers Home Administration, the Export-Import Bank, and the Small Business Administration are backed by the full faith and credit of the United States. Obligations of the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan
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Mortgage Corporation (Freddie Mac), the Federal Home Loan Bank, the Tennessee Valley Authority and the United States Postal Service are not backed by the full faith and credit of the US Government. In the case of securities not backed by the full faith and credit of the United States, the Portfolio generally must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitments. The yield and market value of these securities are not guaranteed by the US government or the relevant government sponsored enterprise.
Most mortgage-backed securities are issued by federal government agencies such as Ginnie Mae, or by government sponsored enterprises such as Freddie Mac or Fannie Mae. Principal and interest payments on mortgage-backed securities issued by the federal government and some Federal government agencies, such as Ginnie Mae, are guaranteed by the Federal government and backed by the full faith and credit of the United States. Mortgage-backed securities issued by other government agencies or government sponsored enterprises, such as Freddie Mac or Fannie Mae, are backed only by the credit of the government agency or enterprise and are not backed by the full faith and credit of the United States. Fannie Mae and Freddie Mac are authorized to borrow from the US Treasury to meet their obligations. Although the US government has provided financial support to Fannie Mae and Freddie Mac, there can be no assurance that it will support these or other government-sponsored enterprises in the future.
Privately-Issued Mortgage Related and Asset-Backed Securities. The Portfolio may also invest in privately issued mortgage-related securities. Privately issued mortgage-related securities are issued by private corporations rather than government agencies or government-sponsored enterprises. Privately issued mortgage-related securities are not guaranteed by US governmental entities and generally have one or more types of credit enhancement to ensure timely receipt of payments and to protect against default.
Mortgage-related securities are usually pass-through instruments that pay investors a share of all interest and principal payments from an underlying pool of fixed or adjustable rate mortgages. Mortgage pass-through securities include collateralized mortgage obligations (CMO), real estate mortgage investment conduits (REMIC), multi-class pass-through securities, stripped mortgage-backed securities and balloon payment mortgage-backed securities. A CMO is a security backed by an underlying portfolio of mortgages or mortgage-backed securities (MBS) that may be issued or guaranteed by a bank or by US governmental entities. CMOs rely on assumptions about the timing of cash flows on the underlying mortgages, including expected prepayment rates. The primary risk of a CMO is that these assumptions are wrong, which would either shorten or lengthen the bond's maturity. A REMIC is a security issued by a US Government agency or private issuer and secured by real property. REMICs consist of classes of regular interest, some of which may be adjustable rate, and a single class of residual interests. The Portfolio does not intend to invest in residual interests. A multi-class pass-through security is an equity interest in a trust composed of underlying mortgage assets. Payments of principal of and interest on the mortgage assets and any reinvestment income thereon provide funds to pay debt service on the CMO or to make scheduled distributions on the multi-class pass-through security. An MBS strip may be issued by US governmental entities or by private institutions. MBS strips take the pieces of a debt security (principal and interest) and break them apart. The resulting securities may be sold separately and may perform differently. The Portfolio may also invest in balloon payment mortgage-backed securities, which are amortizing mortgage securities offering payments of principal and interest, the last payment of which is predominantly principal.
Asset-Backed Securities. Asset-backed securities directly or indirectly represent a participation interest in, or are secured by and payable from, a stream of payments generated by particular assets such as motor vehicle or credit card receivables. Payments of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the entities issuing the securities. Asset-backed securities may be classified as pass-through certificates or collateralized obligations.
Pass-through certificates are asset-backed securities that represent an undivided fractional ownership interest in an underlying pool of assets. Pass-through certificates usually provide for payments of principal and interest to be passed through to their holders, usually after deduction for certain costs and expenses incurred in administering the pool. Because pass-through certificates represent an ownership interest in the underlying assets, the holders thereof bear directly the risk of any defaults by the obligors on the underlying assets not covered by any credit support.
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Asset-backed securities issued in the form of debt instruments, also known as collateralized debt obligations (CDOs) and collateralized loan obligations (CLOs), are generally issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Such assets are most often trade, credit card or automobile receivables. The assets collateralizing such asset-backed securities are pledged to a trustee or custodian for the benefit of the holders thereof. Such issuers generally hold no assets other than those underlying the asset-backed securities and any credit support provided. As a result, although payments on such asset-backed securities are obligations of the issuers, in the event of defaults on the underlying assets not covered by any credit support, the issuing entities are unlikely to have sufficient assets to satisfy their obligations on the related asset-backed securities.
Corporate Debt Obligations. The Portfolio also may invest in the bonds of corporations. For purposes of this policy, the term “corporations” includes all non-government issuers. Corporate bonds are subject to the risk of the issuer's inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer, and general market liquidity. When interest rates rise, the value of corporate bonds can be expected to decline. Debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities.
Derivative Strategies. The Subadviser may use various derivative strategies to try to improve the Portfolio's investment returns. The Subadviser may also use hedging techniques to try to protect the Portfolio's assets.
Junk Bonds. The Portfolio may invest up to 10% of its net assets in debt obligations rated below investment grade (also referred to herein as high-yield debt securities or junk bonds) by a nationally recognized statistical rating organization (NRSRO) or considered by the investment subadviser to be of comparable quality. In the event that a security receives different ratings from different NRSROs, the Fund will treat the security as being rated in the highest rating category received from an NRSRO.
Other Investments and Strategies of the Portfolio
In addition to the principal strategies, the Subadviser also may use the following investments and strategies to try to increase the Portfolio's returns or protect its assets if market conditions warrant:
Zero Coupon Bonds, Pay-in-Kind (PIK) and Deferred Payment Securities. The Portfolio may invest in zero coupon bonds, PIK or deferred payment securities. Zero coupon bonds do not pay interest during the life of the security. An investor purchases the security at a price that is less than the amount the investor will receive when the borrower repays the amount borrowed (face value). PIK securities pay interest in the form of additional securities. Deferred payment securities pay regular interest after a predetermined date. The Portfolio will record the amount these securities rise in price each year (phantom income) for accounting and federal income tax purposes, but does not receive income currently. Because the Portfolio generally distributes income to its shareholders each year, in certain circumstances, the Portfolio may have to dispose of its portfolio securities under disadvantageous conditions or borrow to generate enough cash to distribute phantom income and the value of the PIK interest.
Short Sales. The Portfolio may make short sales of a security. The Portfolio also may make short sales “against the box.”
Convertible Securities and Preferred Stock. The Portfolio may invest in convertible securities, which include preferred stocks and debt securities of a corporation that may be converted into underlying shares of common stock either because they have warrants attached or otherwise permit the holder to buy common stock of the corporation at a set price. Convertible securities provide an income stream (usually lower than non-convertible bonds) and give investors opportunities to participate in the capital appreciation of the underlying common stock. Convertible securities typically offer greater potential for appreciation than nonconvertible debt securities. The Portfolio will sell common stock received upon conversion.
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Repurchase Agreements. The Portfolio may use repurchase agreements, where a party agrees to sell a security to the Portfolio and then repurchases it at an agreed-upon price at a stated time.
Reverse Repurchase Agreements. The Portfolio may use reverse repurchase agreements, where the Portfolio sells a security with an obligation to repurchase it at an agreed-upon price and time, which constitutes a borrowing.
Dollar Rolls. The Portfolio may enter into dollar rolls.
Bank Loans. The Portfolio may invest in bank loans. Bank loans include fixed and floating rate loans that are privately negotiated between a corporate borrower and one or more financial institutions, including, but not limited to, term loans, revolvers, delayed draw loans, synthetic letters of credit, and other instruments issued in the bank loan market. The Portfolio may acquire interests in loans directly (by way of assignment from the selling institution) or indirectly (by way of the purchase of a participation interest from the selling institution). Under a bank loan assignment, the Portfolio generally will succeed to all the rights and obligations of an assigning lending institution and becomes a lender under the loan agreement with the relevant borrower in connection with that loan. Under a bank loan participation, the Portfolio generally will have a contractual relationship only with the lender, not with the relevant borrower. As a result, the Portfolio generally will have the right to receive payments of principal, interest, and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the relevant borrower.
When-Issued and Delayed-Delivery Securities . The Portfolio may purchase securities, including money market obligations or other obligations on a when-issued or delayed-delivery basis.
Money Market Instruments. The Portfolio may invest in money market instruments, including commercial paper of a US or foreign company, foreign government securities, certificates of deposit, bankers' acceptances, time deposits of domestic and foreign banks, and obligations issued or guaranteed by the US government or its agencies. These obligations may be US dollar-denominated or denominated in a foreign currency.
Yankee Obligations. The Portfolio may invest up to 50% of its total assets in Yankee obligations. Yankee obligations are US dollar-denominated debt securities of foreign corporations issued in the United States and US dollar-denominated debt securities issued or guaranteed as to payment of principal and interest by governments, quasi-governmental entities, government agencies, and other governmental entities of foreign countries and supranational entities, which securities are issued in the United States. Debt securities of quasi-governmental entities are issued by entities owned by either a national, state, or equivalent government or are obligations of a political unit that is not backed by the national government's full faith and credit and general taxing powers.
Additional Strategies The Portfolio follows certain policies when it borrows money (the Portfolio can borrow up to 33 1∕3% of the value of its total assets); lends its securities to others (the Portfolio can lend up to 33 1∕3% of the value of its total assets); and holds illiquid securities (the Portfolio may invest up to 15% of its net assets in illiquid securities, including securities with legal or contractual restrictions on resale, those without a readily available market and repurchase agreements with maturities longer than seven days). The Subadviser seeks to maintain an adequate level of portfolio liquidity for the Portfolio, based on all relevant facts and circumstances, with consideration given to the Portfolio's exposure to illiquid securities in the event the market value of such securities exceeds 15% of the Portfolio's net assets due to an increase in the aggregate value of its illiquid securities and/or a decline in the aggregate value of its other portfolio securities. The Portfolio is subject to certain other investment restrictions that are fundamental policies, which means they cannot be changed without shareholder approval. For more information about these restrictions, please see the SAI.
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MORE DETAILED INFORMATION ABOUT OTHER INVESTMENTS & STRATEGIES USED BY THE PORTFOLIO
Additional Investments & Strategies
As indicated above, a Portfolio may invest in the following types of securities and/or use the following investment strategies to increase returns or protect Portfolio assets if market conditions warrant.
American Depositary Receipts (ADRs) —Certificates representing the right to receive foreign securities that have been deposited with a US bank or a foreign branch of a US bank.
Asset-Backed Securities —An asset-backed security is a type of pass-through instrument that pays interest based upon the cash flow of an underlying pool of assets, such as automobile loans or credit card receivables. Asset-backed securities may also be collateralized by a portfolio of corporate bonds, including junk bonds, or other securities.
Collateralized Debt Obligations (CDOs) —A CDO is a security backed by an underlying portfolio of debt obligations, typically including one or more of the following types of investments: high yield securities, investment grade securities, bank loans, futures or swaps. A CDO provides a single security that has the economic characteristics of a diversified portfolio. The cash flows generated by the collateral are used to pay interest and principal to investors.
Collateralized Loan Obligations (CLOs)— A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, as well as loans rated below investment grade or equivalent unrated loans. The risks of an investment in a CLO depend largely on the quality of the underlying loans and may be characterized by the Portfolio as illiquid securities.
Convertible Debt and Convertible Preferred Stock —A convertible security is a security—for example, a bond or preferred stock—that may be converted into common stock, the cash value of common stock or some other security of the same or different issuer. The convertible security sets the price, quantity of shares and time period in which it may be so converted. Convertible stock is senior to a company's common stock but is usually subordinated to debt obligations of the company. Convertible securities provide a steady stream of income which is generally at a higher rate than the income on the company's common stock but lower than the rate on the company's debt obligations. At the same time, convertible securities offer—through their conversion mechanism—the chance to participate in the capital appreciation of the underlying common stock. The price of a convertible security tends to increase and decrease with the market value of the underlying common stock.
Credit Default Swaps —In a credit default swap, a Portfolio and another party agree to exchange payment of the par (or other agreed-upon) value of a referenced debt obligation in the event of a default on that debt obligation in return for a periodic stream of payments over the term of the contract provided no event of default has occurred. See also “Swaps” defined below.
Credit-Linked Securities —Credit linked securities are securities that are collateralized by one or more credit default swaps on corporate credits. A Portfolio has the right to receive periodic interest payments from the issuer of the credit-linked security at an agreed-upon interest rate, and a return of principal at the maturity date. See also “Credit Default Swaps” defined above.
Depositary Receipts —A Portfolio may invest in the securities of foreign issuers in the form of Depositary Receipts or other securities convertible into securities of foreign issuers. Depositary Receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. American Depositary Receipts (ADRs) and American Depositary Shares (ADSs) are receipts or shares typically issued by an American bank or trust company that evidence ownership of underlying securities issued by a foreign corporation. European Depositary Receipts (EDRs) are receipts issued in Europe that evidence a similar ownership arrangement. Global Depositary Receipts (GDRs) are receipts issued throughout the world that evidence a similar arrangement. Generally, ADRs and ADSs, in registered form, are designed for use in the US securities markets, and EDRs, in bearer
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form, are designed for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Portfolio may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States, and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts. Depositary Receipts are generally subject to the same risks as the foreign securities that they evidence or into or for which they may be converted or exchanged.
Derivatives —A derivative is an instrument that derives its price, performance, value, or cash flow from one or more underlying securities or other interests. Derivatives involve costs and can be volatile. With derivatives, the investment adviser tries to predict whether the underlying interest—a security, market index, currency, interest rate or some other benchmark—will go up or down at some future date. A Portfolio may use derivatives to try to reduce risk or to increase return consistent with the Portfolio's overall investment objective. The adviser will consider other factors (such as cost) in deciding whether to employ any particular strategy, or use any particular instrument. Any derivatives used may not fully offset a Portfolio's underlying positions and this could result in losses to the Portfolio that would not otherwise have occurred.
Dollar Rolls —Dollar rolls involve the sale by a Portfolio of a security for delivery in the current month with a promise to repurchase from the buyer a substantially similar—but not necessarily the same—security at a set price and date in the future. During the “roll period,” the Portfolio does not receive any principal or interest on the security. Instead, it is compensated by the difference between the current sales price and the price of the future purchase, as well as any interest earned on the cash proceeds from the original sale.
Energy Companies —Companies that are involved in oil or gas exploration, production, refining or marketing, or any combination of the above are greatly affected by the prices and supplies of raw materials such as oil or gas. The earnings and dividends of energy companies can fluctuate significantly as a result of international economics, politics and regulation.
Equity Swaps —In an equity swap, a Portfolio and another party agree to exchange cash flow payments that are based on the performance of equities or an equity index. See also “Swaps” defined below.
Event-Linked Bonds —Event-linked bonds are fixed income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related phenomenon. If a trigger event occurs, a Portfolio may lose a portion or all of its principal invested in the bond. Event-linked bonds often provide for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. Event-linked bonds may also expose a Portfolio to certain unanticipated risks including credit risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds may also be subject to liquidity risk.
Exchange-Traded Funds —An investment in an exchange-traded fund (ETF) generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies. The price of an ETF can fluctuate up or down, and a Portfolio could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional mutual funds: (i) the market price of an ETF's shares may trade above or below their net asset value; (ii) an active trading market for an ETF's shares may not develop or be maintained; or (iii) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are delisted from the exchange or the activation of market-wide “circuit breakers'' (which are tied to large decreases in stock prices) halts stock trading generally.
Financial Services Companies —Financial services companies are subject to extensive government regulation that may affect their profitability in many ways, including by limiting the amount and types of loans and other commitments they can make, and the interest rates and fees they can charge. A financial services company’s
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profitability, and therefore its stock prices, is especially sensitive to interest rate changes as well as the ability of borrowers to repay their loans. Changing regulations, continuing consolidations, and development of new products and structures all are likely to have a significant impact on financial services companies.
Foreign Currency Forward Contracts —A foreign currency forward contract is an obligation to buy or sell a given currency on a future date at a set price. When a Portfolio enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when a Portfolio anticipates the receipt in a foreign currency of dividends or interest payments on a security which it holds, the Portfolio may desire to ”lock-in“ the US dollar price of the security or the US dollar equivalent of such dividend or interest payment, as the case may be. By entering into a forward contract for a fixed amount of dollars, for the purchase or sale of the amount of foreign currency involved in the underlying transactions, the Portfolio will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the US dollar and the foreign currency during the period between the date on which the security is purchased or sold, or on which the dividend or interest payment is declared, and the date on which such payments are made or received. At the maturity of a forward contract, a Portfolio may either sell the security and make delivery of the foreign currency or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an ”offsetting“ contract with the same currency trader obligating it to purchase, on the same maturity date, the same amount of the foreign currency.
Futures Contracts— A futures contract is an agreement to buy or sell a set quantity of an underlying product at a future date, or to make or receive a cash payment based on the value of a securities index. When a futures contract is entered into, each party deposits with a futures commission merchant (or in a segregated account) approximately 5% of the contract amount. This is known as the ”initial margin.“ Every day during the futures contract, either the buyer or the seller will make payments of ”variation margin.“ In other words, if the value of the underlying security, index or interest rate increases, then the seller will have to add to the margin account so that the account balance equals approximately 5% of the value of the contract on that day. The next day, the value of the underlying security, index or interest rate may decrease, in which case the seller would receive money from the account equal to the amount by which the account balance exceeds 5% of the value of the contract on that day. A stock index futures contract is an agreement between the buyer and the seller of the contract to transfer an amount of cash equal to the daily variation margin of the contract. No physical delivery of the underlying stocks in the index is made.
Global Depositary Receipts (GDRs) —GDRs are receipts issued by a non-US financial institution evidencing ownership of underlying foreign securities and are usually denominated in foreign currencies. They may not be denominated in the same currency as the securities they represent. Generally, GDRs are designed for use in the foreign securities markets. Investments in GDRs involve certain risks unique to foreign investments. These risks are set forth in the section entitled “Foreign Investment Risk” in the Principal Risks section below.
Healthcare Technology Companies —These companies will be affected by government regulatory requirements, regulatory approval for new drugs and medical products, patent considerations, product liability, and similar matters. In addition, this industry is characterized by competition and rapid technological developments that may make a company’s products or services obsolete in a short period of time.
Illiquid Securities —An illiquid security is one that may not be sold or disposed of in the ordinary course of business within seven days at approximately the price used to determine a Portfolio's net asset value. Each Portfolio (other than the Government Money Market Portfolio) generally may invest up to 15% of its net assets in illiquid securities. The Government Money Market Portfolio may invest up to 5% of its net assets in illiquid securities. Each Portfolio may purchase certain restricted securities that can be resold to institutional investors and which may be determined to be liquid pursuant to the procedures of the Portfolios. Those securities are not subject to the 15% and 5% limits. The 15% and 5% limits are applied as of the date the Portfolio purchases an illiquid security. In the event the market value of a Portfolio's illiquid securities exceeds the 15% or 5% limits due to an increase in the aggregate value of its illiquid securities and/or a decline in the aggregate value of its other securities, the Portfolio: (i) will not purchase additional illiquid securities and (ii) will consider taking other appropriate steps to maintain adequate liquidity, including, without limitation, reducing its holdings of illiquid securities in an orderly fashion.
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Inflation-Indexed Securities —Inflation-indexed securities have a tendency to react to changes in real interest rates. Real interest rates represent nominal (stated) interest rates lowered by the anticipated effect of inflation. In general, the price of an inflation-indexed security can decrease when real interest rates increase, and can increase when real interest rates decrease. Interest payments on inflation indexed securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. Any increase in the principal amount of an inflation-protected debt security will be considered taxable ordinary income, even though investors, such as a Portfolio, do not receive their principal until maturity.
Interest Rate Swaps —In an interest rate swap, a Portfolio and another party agree to exchange interest payments. For example, the Portfolio may wish to exchange a floating rate of interest for a fixed rate. See also “Swaps” defined below.
Joint Repurchase Account —In a joint repurchase transaction, uninvested cash balances of various Portfolios are added together and invested in one or more repurchase agreements. Each of the participating Portfolios receives a portion of the income earned in the joint account based on the percentage of its investment.
Loans and Assignments —Loans are privately negotiated between a corporate borrower and one or more financial institutions. A Portfolio acquires interests in loans directly (by way of assignment from the selling institution) or indirectly (by way of the purchase of a participation interest from the selling institution. Purchasers of loans depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely affected. Interests in loans are also subject to additional liquidity risks. Loans are not generally traded in organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Consequently, the liquidity of a loan will depend on the liquidity of these trading markets at the time that a Portfolio sells the loan.
In assignments, a Portfolio will have no recourse against the selling institution, and the selling institution generally makes no representations about the underlying loan, the borrowers, the documentation or the collateral. In addition, the rights against the borrower that are acquired by the Portfolio may be more limited than those held by the assigning lender.
Master Limited Partnerships (MLPs) —MLP investments may include, but are not limited to: MLPs structured as LPs or LLCs; MLPs that are taxed as “C” corporations; I-Units issued by MLP affiliates; parent companies of MLPs; shares of companies owning MLP general partnership interests and other securities representing indirect beneficial ownership interests in MLP common units; “C” corporations that hold significant interests in MLPs; and other equity and fixed income securities and derivative instruments, including pooled investment vehicles and ETPs, that provide exposure to MLP investments. MLPs generally own and operate assets that are used in the energy sector, including assets used in exploring, developing, producing, generating, transporting (including marine), transmitting, terminal operation, storing, gathering, processing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products, coal or electricity, or that provide energy related equipment or services. A Portfolio’s MLP investments may be of any capitalization size.
Mortgage-Related Securities— Mortgage-related securities are usually pass-through instruments that pay investors a share of all interest and principal payments from an underlying pool of fixed or adjustable rate mortgages. The Portfolios may invest in mortgage-related securities issued and guaranteed by the US Government or its agencies and mortgage-backed securities issued by government sponsored enterprises (GSEs) such as Fannie Mae, Ginnie Mae and Freddie Mac. GSE debt may not be backed by the full faith and credit of the United States. The Portfolios may also invest in private mortgage-related securities that are not guaranteed by US Governmental entities generally have one or more types of credit enhancement to ensure timely receipt of payments and to protect against default. The Portfolios may invest in mortgage-related securities that are backed by a pool or pools of loans that are originated and/or serviced by an entity affiliated with the investment manager or subadviser.
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Mortgage-related securities include collateralized mortgage obligations, multi-class pass through securities and stripped mortgage-backed securities. A collateralized mortgage-backed obligation (CMO) is a security backed by an underlying portfolio of mortgages or mortgage-backed securities that may be issued or guaranteed by entities such as banks, US Governmental entities or broker-dealers. A multi-class pass-through security is an equity interest in a trust composed of underlying mortgage assets.
Payments of principal and interest on the mortgage assets and any reinvestment income provide the money to pay debt service on the CMO or to make scheduled distributions on the multi-class pass-through security. A stripped mortgage-backed security (MBS strip) may be issued by US Governmental entities or by private institutions. MBS strips take the pieces of a debt security (principal and interest) and break them apart. The resulting securities may be sold separately and may perform differently. MBS strips are highly sensitive to changes in prepayment and interest rates.
Non-Voting Depositary Receipts (NVDRs) —NVDRs are listed securities on the Stock Exchange of Thailand through which investors receive the same financial benefits as those who invest directly in a company’s ordinary shares; however, unlike ordinary shareholders, NVDR holders cannot be involved in company decision-making. NVDRs are designed for use in the Thailand securities market. Investments in NVDRs involve certain risks unique to foreign investments. These risks are set forth in the section entitled “Foreign Investment Risk” in the Principal Risks section below.
Options —A call option on stock is a short-term contract that gives the option purchaser or “holder” the right to acquire a particular equity security for a specified price at any time during a specified period. For this right, the option purchaser pays the option seller a certain amount of money or “premium” which is set before the option contract is entered into. The seller or “writer” of the option is obligated to deliver the particular security if the option purchaser exercises the option. A put option on stock is a similar contract. In a put option, the option purchaser has the right to sell a particular security to the option seller for a specified price at any time during a specified period. In exchange for this right, the option purchaser pays the option seller a premium. Options on debt securities are similar to stock options except that the option holder has the right to acquire or sell a debt security rather than an equity security. Options on stock indexes are similar to options on stocks, except that instead of giving the option holder the right to receive or sell a stock, it gives the holder the right to receive an amount of cash if the closing level of the stock index is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. The amount of cash the holder will receive is determined by multiplying the difference between the index's closing price and the option's exercise price, expressed in dollars, by a specified “multiplier.” Unlike stock options, stock index options are always settled in cash, and gain or loss depends on price movements in the stock market generally (or a particular market segment, depending on the index) rather than the price movement of an individual stock.
Participation Notes (P-Notes) —P-Notes are a type of equity-linked derivative which generally are traded over-the-counter. Even though a P-Note is intended to reflect the performance of the underlying equity securities, the performance of a P-Note will not replicate exactly the performance of the issuers or markets that the P-Note seeks to replicate due to transaction costs and other expenses. Investments in P-Notes involve risks normally associated with a direct investment in the underlying securities. In addition, P-Notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the P-Notes will not fulfill its contractual obligation to complete the transaction with a Portfolio.
Prepayment —Debt securities are subject to prepayment risk when the issuer can “call” the security, or repay principal, in whole or in part, prior to the security’s maturity. When a Portfolio reinvests the prepayments of principal it receives, it may receive a rate of interest that is lower than the rate on the existing security, potentially lowering the Portfolio’s income, yield and its distributions to shareholders. Securities subject to prepayment may offer less potential for gains during a declining interest rate environment and have greater price volatility. Prepayment risk is greater in periods of falling interest rates.
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Private Investments in Public Equity (PIPEs) —A PIPE is an equity security in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and a Portfolio cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
Real Estate Investment Trusts (REITs) —A REIT is a company that manages a portfolio of real estate to earn profits for its shareholders. Some REITs acquire equity interests in real estate and then receive income from rents and capital gains when the buildings are sold. Other REITs lend money to real estate developers and receive interest income from the mortgages. Some REITs invest in both types of interests.
Repurchase Agreements —In a repurchase transaction, a Portfolio agrees to purchase certain securities and the seller agrees to repurchase the same securities at an agreed upon price on a specified date. This creates a fixed return for the Portfolio.
Reverse Repurchase Agreements —In a reverse repurchase transaction, a Portfolio sells a security it owns and agrees to buy it back at a set price and date. During the period the security is held by the other party, the Portfolio may continue to receive principal and interest payments on the security.
Short Sales —In a short sale, a Portfolio sells a security it does not own to take advantage of an anticipated decline in the stock's price. A Portfolio borrows the stock for delivery and if it can buy the stock later at a lower price, a profit results. A Portfolio that sells a security short in effect borrows and then sells the security with the expectation that it will later repurchase the security at a lower price and then return the amount borrowed with interest. In contrast, when a Portfolio buys a security long, it purchases the security with cash with the expectation that it later will sell the security at a higher price. A Portfolio that enters into short sales exposes the Portfolio to the risk that it will be required to buy the security sold short (also known as “covering” the short position) at a time when the security has appreciated in value, thus resulting in a loss to the Portfolio. Theoretically, the amount of these losses can be unlimited. Although a Portfolio may try to reduce risk by holding both long and short positions at the same time, it is possible that the Portfolio's securities held long will decline in value at the same time that the value of the Portfolio's securities sold short increases, thereby increasing the potential for loss.
Short Sales Against-the-Box —A short sale against the box involves selling a security that a Portfolio owns, or has the right to obtain without additional costs, for delivery at a specified date in the future. A Portfolio may make a short sale against the box to hedge against anticipated declines in the market price of a portfolio security. If the value of the security sold short increases instead, the Portfolio loses the opportunity to participate in the gain.
Swap Options —A swap option is a contract that gives a counterparty the right (but not the obligation) to enter into a swap agreement or to shorten, extend cancel or otherwise modify an existing swap agreement at some designated future time on specified terms. See also “Options” defined above.
Swaps —Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. Credit Default Swaps, Equity Swaps, Interest Rate Swaps and Total Return Swaps are four types of swap agreements.
Temporary Defensive Investments —In response to adverse or unstable market, economic, political or other conditions or to satisfy redemptions, a Portfolio may take a temporary defensive position and invest up to 100% of its assets in money market instruments, including short-term obligations of, or securities guaranteed by, the US Government, its agencies or instrumentalities or in high-quality obligations of banks and corporations, repurchase
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agreements, or hold up to 100% of the Portfolio's assets in cash, cash equivalents or shares of money market or short-term bond funds. Investing heavily in these securities will limit the subadviser’s ability to pursue or achieve a Portfolio’s investment objective, but can help to preserve Portfolio assets. The use of temporary defensive investments may be inconsistent with a Portfolio’s investment objectives.
Total Return Swaps —In a total return swap, payment (or receipt) of an index's total return is exchanged for the receipt (or payment) of a floating interest rate. See also “Swaps” defined above.
Unrated Debt Securities —Unrated debt securities determined by the Manager to be of comparable quality to rated securities which a Portfolio may purchase may pay a higher interest rate than such rated debt securities and be subject to a greater risk of illiquidity or price changes. Less public information is typically available about unrated securities or issuers.
Utilities Industry —Utility company equity securities, which are generally purchased for their dividend yield, historically have been sensitive to interest rate movements: when interest rates have risen, the stock prices of these companies have tended to fall. In some states, utility companies and their rates are regulated; other states have moved to deregulate such companies thereby causing non-regulated companies’ returns to generally be more volatile and more sensitive to changes in revenue and earnings. Certain utilities companies face risks associated with the operation of nuclear facilities for electric generation, including, among other considerations, litigation, the problems associated with the use of radioactive materials and the effects of natural or man-made disasters. In general, all utility companies may face additional regulation and litigation regarding their power plant operations; increased costs from new or greater regulation of these operations; the need to purchase expensive emissions control equipment or new operations due to regulations, and the availability and cost of fuel, all of which may lower their earnings.
When-Issued and Delayed Delivery Securities —With when-issued or delayed delivery securities, the delivery and payment can take place a month or more after the date of the transaction. A Portfolio will make commitments for when-issued transactions only with the intention of actually acquiring the securities. A Portfolio's custodian will maintain in a segregated account, liquid assets having a value equal to or greater than such commitments. If a Portfolio chooses to dispose of the right to acquire a when-issued security prior to its acquisition, it could, as with the disposition of any other security, incur a gain or loss.
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PRINCIPAL RISKS
An investment or type of security specifically identified in this Prospectus generally reflects a principal investment. The Portfolio also may invest in or use certain other types of investments and investing techniques that are described in the SAI. An investment or type of security only identified in the SAI typically is treated as a non-principal investment. The risks identified below are the principal risks of investing in the Portfolio. The Summary lists the principal risks applicable to the Portfolio. This section provides more detailed information about each risk.
All investments have risks to some degree and it is possible that you could lose money by investing in the Portfolio. An investment in the Portfolio is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. While the Portfolio makes every effort to achieve its objective, the Portfolio cannot guarantee success.
In addition, the Portfolio reserves the right to discontinue offering shares at any time, to merge or reorganize itself, or to cease operations and liquidate at any time.
Asset-Backed and/or Mortgage-Backed Securities Risk . Asset-backed and mortgage-backed securities are fixed income securities that represent an interest in an underlying pool of assets, such as credit card receivables or, in the case of mortgage-backed securities, mortgage loans on residential and/or commercial real estate. Asset-backed and mortgage-backed securities are subject to interest rate risk, credit risk and liquidity risk, which are further described under Fixed Income Securities Risk.
Asset-backed and mortgage-backed securities may also be subject to prepayment and extension risks. In a period of declining interest rates, borrowers may repay principal on mortgages or other loan obligations underlying a security more quickly than anticipated, which may require a Portfolio to reinvest the repayment proceeds in securities that pay lower interest rates (prepayment risk). In a period of rising interest rates, prepayments may occur at a slower rate than expected, which may prevent a Portfolio from reinvesting repayment proceeds in securities that pay higher interest rates (extension risk). The more a Portfolio invests in longer-term securities, the more likely it will be affected by changes in interest rates, which may result in lower than anticipated yield-to-maturity and expected returns as well as reduced market value of such securities.
The risks associated with investments in asset-backed and mortgage-backed securities, particularly credit risk, are heightened in connection with investments in loans to “subprime” borrowers or borrowers with blemished credit histories. Some mortgage-backed securities receive government or private support, but there is no assurance that such support will remain in place.
Mortgage-backed securities are a specific type of asset-backed security—one backed by mortgage loans on residential and/or commercial real estate. Therefore, they also have risks related to real estate, including significant sensitivity to changes in real estate prices and interest rates and, in the case of commercial mortgages, office and factory occupancy rates. Moreover, securities backed by mortgages issued by private, non-government issuers may experience higher rates of default on the underlying mortgages than government issued mortgages because private issuer mortgage loans often do not meet the underwriting standards of government-issued mortgages. Private issuer mortgage-backed securities may include loans on commercial or residential properties.
A Portfolio may invest in securities issued or guaranteed by the US government or its agencies and instrumentalities, such as the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), or the Federal Home Loan Mortgage Corporation (Freddie Mac). Unlike Ginnie Mae securities, securities issued or guaranteed by US government-related organizations such as Fannie Mae or Freddie Mac are not backed by the full faith and credit of the US government, and no assurance can be given that the US government would provide financial support to such securities.
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Asset Transfer Program Risk. The Portfolios may be used in connection with certain benefit programs under the Contracts. In order for the Participating Insurance Companies to manage the guarantees offered in connection with these benefit programs, the Participating Insurance Companies generally require Contract owners to participate in certain specialized asset transfer programs under which the Participating Insurance Companies will monitor each Contract owner’s account value and, if necessary, will systematically transfer amounts among investment options. The transfers are based on pre-determined, non-discretionary mathematical formulas which generally focus on the amounts guaranteed at specific future dates or the present value of the estimated lifetime payments to be made.
As an example of how the asset transfer formulas operate under certain market environments, a downturn in the equity markets (i.e., a reduction in a Contract owner’s account value within the selected investment options) and certain market return scenarios involving “flat” returns over a period of time may cause the Participating Insurance Companies to transfer some or all of such Contract owner’s account value to a fixed income investment option. In general terms, such transfers are designed to ensure that an appropriate percentage of the projected guaranteed amounts are supported by fixed income investments. The formulas may also trigger transfers from a fixed income investment option back to selected equity and asset allocation options. Under some benefits using bond investment options with specific maturities, the transfer formulas may transfer account value among bond investment options with differing maturities based on guarantee calculations, not necessarily market movements. For more information on the benefit programs and asset transfer formulas, please see your Contract prospectus.
These formulas may result in large-scale asset flows into and out of the Portfolios, which, in certain instances, could adversely affect the Portfolios, including their risk profiles, expenses and performance. For example, the asset flows may adversely affect performance by requiring a Portfolio to purchase or sell securities at inopportune times, by otherwise limiting a subadviser’s ability to fully implement a Portfolio’s investment strategies, or by requiring a Portfolio to hold a larger portion of its assets in highly liquid securities than it otherwise would hold. The asset flows may cause high turnover, which can result in transaction costs. The asset flows may also result in low asset levels and high operating expense ratios for a Portfolio. The asset flows could remove all or substantially all of the assets of the Portfolio. The efficient operation of the asset flows depends on active and liquid markets. If market liquidity is strained, the assets flows may not operate as intended. For example, it is possible that illiquid markets or other market stress could cause delays in the transfer of cash from one Portfolio to another Portfolio, which in turn could adversely affect performance.
Derivatives Risk . A derivative is a financial contract, the value of which depends upon, or is derived from, the value of one or more underlying investments, such as an asset, reference rate, or index, and may relate to stocks, bonds, interest rates, currencies, and currency exchange rates. Derivatives in which the Portfolios may invest include exchange-traded instruments as well as privately negotiated instruments, also called over-the-counter instruments. Examples of derivatives include options, futures, forward agreements, interest rate swap agreements, credit default swap agreements, and credit-linked securities. A Portfolio may, but is not required to, use derivatives to earn income or enhance returns, manage or adjust its risk profile, replace more traditional direct investments, or obtain exposure to certain markets. The use of derivatives to seek to earn income or enhance returns may be considered speculative.
The use of derivatives is a highly specialized activity that involves a variety of risks and costs that are different from, or possibly greater than, investing directly in traditional equity and debt securities, including:
Counterparty credit risk . There is a risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its financial obligation to a Portfolio. This risk is especially important in the context of privately negotiated instruments. For example, a Portfolio would be exposed to counterparty credit risk to the extent it enters into a credit default swap, that is, it purchases protection against a default by a debt issuer, and the swap counterparty does not maintain adequate reserves to cover such a default.
Leverage risk . Certain derivatives and related trading strategies create debt obligations similar to borrowings, and therefore create, leverage. Leverage can result in losses to a Portfolio that exceed the amount the Portfolio originally invested. To mitigate leverage risk, a Portfolio will segregate liquid assets or otherwise cover the transactions that may give rise to such risk. The use of leverage may cause a Portfolio to liquidate Portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation or coverage requirements.
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Liquidity and valuation risk . Certain exchange-traded derivatives may be difficult or impossible to buy or sell at the time that the seller would like, or at the price that the seller believes the derivative is currently worth. Privately negotiated instruments may be difficult to terminate, and from time to time, a Portfolio may find it difficult to enter into a transaction that would offset the losses incurred by another derivative that it holds. Derivatives, and especially privately negotiated instruments, also involve the risk of incorrect valuation (that is, the value assigned to the derivative may not always reflect its risks or potential rewards).
Hedging risk . Hedging is a strategy in which a Portfolio uses a derivative to offset the risks associated with its other portfolio holdings. While hedging can reduce losses, it can also reduce or eliminate gains or magnify losses if the market moves in a manner different from that anticipated by the Portfolio. Hedging also involves the risk that changes in the value of the derivative will not match the value of the holdings being hedged, to the extent expected by the Portfolio, in which case any losses on the holdings being hedged may not be reduced and in fact may be increased. No assurance can be given that any hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. A Portfolio is not required to use hedging and may choose not to do so.
In 2015, the SEC proposed a new rule related to the use derivatives for registered investment companies which, if adopted by the SEC as proposed, may limit a Portfolio’s ability to engage in transactions that involve potential future payment obligations (including derivatives such as forwards, futures, swaps and written options) and may limit the ability of a Portfolio to invest in accordance with its stated investment strategy.
Expense Risk . Your actual cost of investing in a Portfolio may be higher than the expenses shown in “Annual Portfolio Operating Expenses” for a variety of reasons. For example, portfolio operating expense ratios may be higher than those shown if a Portfolio’s average net assets decrease, fee waivers or expense limitations change, or the Portfolio incurs more expenses than expected.
Fixed Income Securities Risk . Investment in fixed income securities involves a variety of risks, including credit risk, liquidity risk and interest rate risk.
Credit risk . Credit risk is the risk that an issuer or guarantor of a security will be unable or unwilling to pay principal and interest when due, or that the value of the security will suffer because investors believe the issuer is less able or willing to make required principal and interest payments. The downgrade of the credit of a security held by a Portfolio may decrease its value. Credit ratings are intended to provide a measure of credit risk. However, credit ratings are only the opinions of the credit rating agency issuing the ratings and are not guarantees as to quality. The lower the rating of a debt security held by a Portfolio, the greater the degree of credit risk that is perceived to exist by the credit rating agency with respect to that security. Increasing the amount of Portfolio assets allocated lower-rated securities generally will increase the credit risk to which a Portfolio is subject. Information on the ratings issued to debt securities by certain credit rating agencies is included in Appendix I to the Statement of Additional Information (SAI). Not all securities are rated. In the event that the relevant credit rating agencies assign different ratings to the same security, a Portfolio’s subadviser may determine which rating it believes best reflects the security’s quality and risk at that time. A Portfolio will not necessarily sell a security when its rating is reduced below its rating at the time of purchase. Some but not all US government securities are insured or guaranteed by the US government, while others are only insured or guaranteed by the issuing agency, which must rely on its own resources to repay the debt. Although credit risk may be lower for US government securities than for other investment-grade securities, the return may be lower.
Liquidity risk . Liquidity risk is the risk that a Portfolio may not be able to sell some or all of the securities it holds, either at the price it values the security or at any price. Liquidity risk also includes the risk that there may be delays in selling a security, if it can be sold at all, which could prevent a Portfolio from taking advantage of other investment opportunities. A rise in interest rates may result in periods of volatility and increased redemptions, which may cause a Portfolio to have to liquidate portfolio securities at disadvantageous prices or times, which could reduce the returns of a Portfolio. The reduction in dealer market-making capacity in the fixed income markets that has occurred in recent years also has the potential to decrease liquidity.
Interest rate risk. Interest rate risk is the risk that the value of an investment may go down in value when interest rates rise. The prices of fixed income securities generally move in the opposite direction to that of market interest rates. The risks associated with rising interest rates are heightened given that interest rates are near historic lows, but may be expected to increase in the future with unpredictable effects on the markets and a Portfolio’s investments. Volatility in interest rates and in fixed income markets may increase the risk that a Portfolio’s
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  investment in fixed income securities will go down in value. A wide variety of factors can cause interest rates to rise, including central bank monetary policies and inflation rates. Generally, the longer the maturity of a fixed income security, the greater is the decline in its value when rates increase. As a result, portfolios with longer durations and longer weighted average maturities generally have more volatile share prices than portfolios with shorter durations and shorter weighted average maturities. Certain securities acquired by a Portfolio may pay interest at a variable rate or the principal amount of the security periodically adjusts according to the rate of inflation or other measure. In either case, the interest rate at issuance is generally lower than the fixed interest rate of bonds of similar seniority from the same issuer; however, variable interest rate securities generally are subject to a lower risk that their value will decrease during periods of increasing interest rates and increasing inflation. Decreases in interest rates create the potential for a decrease in income earned by a Portfolio.
High Yield Risk . Investments in high-yield securities and unrated securities of similar credit quality (commonly known as “high yield securities” or “junk bonds”) may be subject to greater levels of interest rate, credit and liquidity risk than investments in investment grade securities. High-yield securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments, and may be more volatile than other types of securities. An economic downturn or period of rising interest rates could adversely affect the market for high-yield securities and reduce a Portfolio’s ability to sell its high-yield securities at an advantageous time or price. In addition, the market for lower-rated bonds may be thinner and less active than the market for higher-rated bonds, and the prices of lower-rated bonds may fluctuate more than the prices of higher-rated bonds, particularly in times of market stress. High yield securities frequently have redemption features that permit an issuer to repurchase the security from a Portfolio prior to maturity, which may result in the Portfolio having to reinvest the proceeds in other high yield securities or similar instruments that may pay lower interest rates.
Liquidity and Valuation Risk . From time to time, a Portfolio may hold one or more securities for which there are no or few buyers and sellers or the securities are subject to limitations on transfer. In those cases, a Portfolio may have difficulty determining the values of those securities for the purpose of determining a Portfolio’s net asset value. A Portfolio also may have difficulty disposing of those securities at an advantageous time or at the values determined by the Portfolio for the purpose of determining the Portfolio’s net asset value, especially during periods of significant net redemptions of Portfolio shares. For example, private equity investments and private real estate-related investments are generally considered illiquid and generally cannot be readily sold. As a result, private real estate-related investments owned by a Portfolio may be valued at fair value pursuant to guidelines established by the Portfolio’s Board of Trustees. Fair value determinations are inherently subjective and reflect good faith judgments based on available information. Accordingly, no assurance can be given that the fair value prices accurately reflect the price a Portfolio would receive upon the sale of the investment. A Portfolio’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
Portfolios with principal investment strategies that involve foreign securities, private placement investments, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity and valuation risk.
Market and Management Risk . Market risk is the risk that the markets in which a Portfolio invests will experience market volatility and go down in value, including the possibility that a market will go down sharply and unpredictably. All markets go through cycles, and market risk involves being on the wrong side of a cycle. Factors affecting market risk include political events, broad economic and social changes, and the mood of the investing public. If investor sentiment turns negative, the price of all securities may decline. Market risk also includes the risk that geopolitical events will disrupt the economy on a national or global level. For instance, terrorism, market manipulation, government defaults, government shutdowns, political changes or diplomatic developments, and natural/environmental disasters can all negatively impact the securities markets, which could cause a Portfolio to lose value. Management risk is the risk that the investment strategy or the Manager or a subadviser will not work as intended. All decisions by the Manager or a subadviser require judgment and are based on imperfect information. In addition, if a Portfolio is managed using an investment model it is subject to the risk that the investment model may not perform as expected. There is no guarantee that the investment objective of a Portfolio will be achieved.
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Recent Events Risk . The ongoing financial and debt crises have caused increased volatility and significant declines in the value and liquidity of many securities in US and foreign financial markets. This environment could make identifying investment risks and opportunities especially difficult. These market conditions may continue or get worse. In response to these crises, the US and other governments, and their agencies and instrumentalities such as the Federal Reserve and certain foreign central banks, have taken steps to support financial markets. The reduction or withdrawal of these measures could negatively affect the overall economy and/or the value and liquidity of certain securities. In addition, the impact of legislation enacted in the United States calling for reform of many aspects of financial regulation, and the corresponding regulatory changes on the markets and the practical implications for market participants, may not be known for some time.
Regulatory Risk . Each Portfolio is subject to a variety of laws and regulations which govern its operations. Each Portfolio is subject to regulation by the SEC, and certain Portfolios are subject to regulation by the CFTC. Similarly, the businesses and other issuers of the securities and other instruments in which a Portfolio invests are also subject to considerable regulation. These laws and regulations are subject to change. A change in laws and regulations may materially impact a Portfolio, a security, business, sector or market. For example, a change in laws or regulations made by the government or a regulatory body may impact the ability of a Portfolio to achieve its investment objective, or may impact a Portfolio’s investment policies and/or strategies, or may reduce the attractiveness of an investment.
US Government Securities Risk . US Treasury obligations are backed by the “full faith and credit” of the US Government. Securities issued or guaranteed by federal agencies or authorities and US Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the US Government. For example, securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the US Government. These securities may be supported by the ability to borrow from the US Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the US Treasury.
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HOW THE TRUST IS MANAGED
Board of Trustees
The Board oversees the actions of the investment manager and the Subadviser, and decides on general policies. The Board also oversees the Trust's officers who conduct and supervise the daily business operations of the Trust.
Investment Manager
PGIM Investments , 655 Broad Street, Newark, New Jersey, 07102 serves as the investment manager (the Manager) of the Portfolio. PGIM Investments and AST Investment Services, Inc. (ASTIS), One Corporate Drive, Shelton, Connecticut serve as co-investment managers for each of the other portfolios of the Trust not covered by this Prospectus, except for the following portfolios, for which PGIM Investments serves as the sole investment manager:
AST AB Global Bond Portfolio
AST AQR Emerging Markets Equity Portfolio
AST BlackRock Multi-Asset Income Portfolio
AST Bond Portfolio 2026
AST Bond Portfolio 2027
AST Bond Portfolio 2028
AST Bond Portfolio 2029
AST Columbia Adaptive Risk Allocation Portfolio
AST Emerging Managers Diversified Portfolio
AST FQ Absolute Return Currency Portfolio
AST Franklin Templeton K2 Global Absolute Return Portfolio
AST Goldman Sachs Global Growth Allocation Portfolio
AST Goldman Sachs Global Income Portfolio
AST Goldman Sachs Strategic Income Portfolio
AST Legg Mason Diversified Growth Portfolio
AST Managed Alternatives Portfolio
AST Morgan Stanley Multi-Asset Portfolio
AST Neuberger Berman Long/Short Portfolio
AST Prudential Flexible Multi-Strategy Portfolio
AST QMA International Core Equity Portfolio
AST T. Rowe Price Diversified Real Growth Portfolio
AST Wellington Management Global Bond Portfolio
AST Wellington Management Real Total Return Portfolio
ASTIS has been in the business of providing advisory services since 1992. PGIM Investments has been in the business of providing advisory services since 1996. The Manager has registered with the National Futures Association (NFA) as a “commodity pool operator” under the Commodities Exchange Act (CEA) with respect to the AST AQR Emerging Markets Equity Portfolio, the AST Franklin Templeton K2 Global Absolute Return Portfolio, the AST FQ Absolute Return Currency Portfolio, the AST Goldman Sachs Global Growth Allocation Portfolio, the AST Columbia Adaptive Risk Allocation Portfolio, the AST Managed Alternatives Portfolio, the AST Morgan Stanley Multi-Asset Portfolio and the AST Wellington Management Real Total Return Portfolio.
The Trust's Investment Management Agreement with the Manager on behalf of the Portfolio (the Management Agreement), provides that the Manager will furnish the Portfolio with investment advice and administrative services subject to the oversight of the Board and in conformity with the stated policies of the applicable Portfolio. The Manager must also provide, or obtain and supervise, the executive, administrative, accounting, custody, transfer agent and shareholder servicing services that are deemed advisable by the Board.
The Manager has engaged the Subadviser to conduct the day-to-day investment programs of the Portfolio, including the purchase, retention and sale of portfolio securities and other financial instruments. The Manager is responsible for monitoring the activities of the Subadviser and reporting on such activities to the Board. The Trust has obtained an
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exemption from the SEC that permits the Manager, subject to approval by the Board, to change subadvisers for the Portfolio by entering into new subadvisory agreements with affiliated and non-affiliated subadvisers, without obtaining shareholder approval of such changes. This exemption (which is similar to exemptions granted to other investment companies that are organized in a manner similar to the Trust) is intended to facilitate the efficient supervision and management of the Subadviser by the Manager and oversight by the Board. The Manager also participates in the day-to-day management of the Portfolio, as noted both in the Summary section for the Portfolio earlier in this Prospectus and the “Portfolio Managers” section later in this Prospectus.
Once available, a discussion regarding the basis for the Board's initial approval of the Management Agreement and subadvisory agreement will be available in the Trust's semi-annual report for the period ending June 30, 2018.
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Investment Subadviser
The Portfolio’s Subadviser provides the day-to-day investment management of the Portfolio. PGIM Investments also participates in the day-to-day management of the Portfolio, as noted in the “Portfolio Managers” section later in this Prospectus. The Manager pays the Subadviser a subadvisory fee out of the fee that the Manager receives from the Portfolio. The Subadviser for the Portfolio of the Trust is described below:
PGIM, Inc. (PGIM) is an indirect, wholly-owned subsidiary of Prudential Financial, Inc. PGIM was formed in June 1984 and was registered with the SEC as an investment adviser in December 1984. The Fixed Income unit of PGIM (PGIM Fixed Income) is the principal public fixed income asset management unit of PGIM. As of September 30, 2017, PGIM had approximately $1.13 trillion in assets under management. PGIM’s address is 655 Broad Street, Newark, New Jersey 07102.
PGIM Fixed Income is the primary public fixed income asset management unit of PGIM, with $695 billion in assets under management as of September 30, 2017, and is the unit of PGIM that provides investment advisory services to the Portfolio.
PGIM Fixed Income is organized into groups specializing in different sectors of the fixed income market: US and non-US government bonds, mortgages and asset-backed securities, US and non-US investment grade corporate bonds, high-yield bonds, emerging markets bonds, municipal bonds, and money market securities.
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Portfolio Managers
Information about the portfolio managers responsible for the day-to-day management of the Portfolio is set forth below. In addition to the information set forth below, the Portfolio's SAI provides additional information about each portfolio manager's compensation, other accounts managed by each portfolio manager, and each portfolio manager's ownership of shares of the Trust's Portfolio.
Richard Piccirillo, Malcolm Dalrymple, Erik Schiller and David Del Vecchio are primarily responsible for the day-to-day management of the Portfolio.
Richard Piccirillo is a Managing Director and Senior Portfolio Manager for PGIM Fixed Income’s Core, Long Government/Credit, Core Plus, Absolute Return, and other multi-sector Fixed Income strategies. Mr. Piccirillo has specialized in mortgage- and asset- backed securities since joining the firm in 1993. Before joining the firm, Mr. Piccirillo was a fixed income analyst with Fischer Francis Trees & Watts. Mr. Piccirillo started his career as a financial analyst at Smith Barney. He received a BBA in Finance from George Washington University and an MBA in Finance and International Business from New York University.
Malcolm Dalrymple is Principal and corporate bond portfolio manager for PGIM Fixed Income’s Investment Grade Corporate Team and is responsible for intermediate and short corporate strategies as well as corporate security selection in intermediate multi-sector, Core, and Core Plus portfolios. He has specialized in corporate bonds since 1990. From 1983 to 1990, Mr. Dalrymple was a money markets portfolio manager. He joined the firm in 1979 as a securities lending trader and a bank analyst. Mr. Dalrymple received a BS in Finance from the University of Delaware and an MBA in Finance from Rutgers University.
Erik Schiller, CFA, is a Managing Director and Head of Developed Market Interest Rates for PGIM Fixed Income's Multi-Sector and Liquidity Team, specializing in government securities, futures, interest rate swaps/derivatives, and agency debentures. Mr. Schiller holds a senior portfolio management role, where he develops portfolio strategy, performs quantitative analysis, and designs and implements risk positions within the liquidity relative value strategy portfolios, multi-sector fixed income portfolios, liability-driven portfolios, and government securities focused mutual funds. He has held this role since 2006. Formerly, Mr. Schiller was a Vice President for PGIM Fixed Income's US Liquidity Sector Team, and previously a hedge fund analyst within the Portfolio Analysis Group. Mr. Schiller joined the firm in 2000 as an operations associate in the mortgage-backed securities group. He received a BA with high honors in Economics from Hobart College and holds the Chartered Financial Analyst (CFA) designation.
David Del Vecchio is a Principal and portfolio manager for PGIM Fixed Income’s Investment Grade Corporate Bond Team. Mr. Del Vecchio’s responsibilities include intermediate and short corporate strategies as well as corporate security selection in intermediate and short multi-sector strategies. Prior to his current role, Mr. Del Vecchio was a taxable money markets portfolio manager for the Money Markets Group, responsible for managing proprietary fixed income accounts, as well as the securities lending portfolios. Prior to joining the Money Markets Group in 2000, he was responsible for the lending/repurchase agreements of US government, agency, and STRIP securities in PGIM Fixed Income’s Securities Lending Group. Mr. Del Vecchio joined the firm in 1995. He received a BS in Business Administration with a specialization in Finance from The College of New Jersey, and an MBA in Finance from New York University.
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HOW TO BUY AND SELL SHARES OF THE PORTFOLIO
Purchasing and Redeeming PORTFOLIO Shares
Investments in a Portfolio are made through certain variable life insurance and variable annuity contracts. Together with this Prospectus, you should have received a prospectus for such a Contract. You should refer to that prospectus for further information on investing in the Portfolios. The Trust does not provide investment advice. You should contact your financial advisor for advice regarding selection of Portfolios.
Shares are redeemed for cash within seven days of receipt of a proper notice of redemption or sooner if required by law. There is no redemption charge. We may suspend the right to redeem shares or receive payment when the New York Stock Exchange (NYSE) is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
Redemption in Kind
The Trust may pay the redemption price to shareholders of record (generally, the insurance company separate accounts holding Trust shares) in whole or in part by a distribution in-kind of securities from the relevant investment portfolio of the Trust, in lieu of cash, in conformity with applicable rules of the SEC and procedures adopted by the Board. Securities will be readily marketable and will be valued in the same manner as in a regular redemption.
If shares are redeemed in kind, the recipient will incur transaction costs in converting such assets into cash. These procedures govern the redemption by the shareholder of record, generally an insurance company separate account. The procedures do not affect payments by an insurance company to a contract owner under a variable contract.
Frequent Purchases or Redemptions of Portfolio Shares
The Trust is part of the group of investment companies advised by PGIM Investments that seeks to prevent patterns of frequent purchases and redemptions of shares by its investors (the PGIM Investment funds). Frequent purchases and redemptions may adversely affect the investment performance and interests of long-term investors in the Portfolios. When an investor engages in frequent or short-term trading, the PGIM Investment funds may have to sell portfolio securities to have the cash necessary to pay the redemption amounts. This may cause the PGIM Investment funds to sell Portfolio securities at inopportune times, hurting their investment performance. When large dollar amounts are involved, frequent trading can also make it difficult for the PGIM Investment funds to use long-term investment strategies because they cannot predict how much cash they will have to invest. In addition, if a PGIM Investment fund is forced to liquidate investments due to short-term trading activity, it may incur increased transaction and tax costs.
Similarly, the PGIM Investment funds may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of short-term trading. Moreover, frequent or short-term trading by certain investors may cause dilution in the value of PGIM Investment fund shares held by other investors. To the extent a Portfolio invests in foreign securities, a Portfolio may be particularly susceptible to frequent trading, because time zone differences among international stock markets can allow an investor engaging in short-term trading to exploit fund share prices that may be based on closing prices of foreign securities established some time before the fund calculates its own share price. To the extent a Portfolio invests in certain fixed income securities, such as high-yield bonds or certain asset-backed securities, a Portfolio may also constitute an effective vehicle for an investor’s frequent trading strategies.
The Boards of Directors/Trustees of the PGIM Investment funds, including the Trust, have adopted policies and procedures designed to discourage or prevent frequent trading by investors. The policies and procedures for the Trust are limited, however, because the Trust does not directly sell its shares directly to the public. Instead, Portfolio shares are sold only to insurance company separate accounts that fund variable annuity contracts and variable life insurance policies. Therefore, Participating Insurance Companies, not the Trust, maintain the individual contract owner account records. Each Participating Insurance Company submits to the Trust's transfer agent daily aggregate orders combining the transactions of many contract owners. Therefore, the Trust and its transfer agent do not monitor trading by individual contract owners.
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Under the Trust's policies and procedures, the Trust has notified each Participating Insurance Company that the Trust expects the insurance company to impose restrictions on transfers by contract owners. The current Participating Insurance Companies are Prudential and two insurance companies not affiliated with Prudential. The Trust may add additional Participating Insurance Companies in the future. The Trust receives reports on the trading restrictions imposed by Prudential on variable contract owners investing in the Portfolios, and the Trust monitors the aggregate cash flows received from unaffiliated insurance companies. In addition, the Trust has entered shareholder information agreements with Participating Insurance Companies as required by Rule 22c-2 under the 1940 Act. Under these agreements, the Participating Insurance Companies have agreed to: (i) provide certain information regarding contract owners who engage in transactions involving Portfolio shares and (ii) execute any instructions from the Trust to restrict or prohibit further purchases or exchanges of Portfolio shares by contract owners who have been identified by the Trust as having engaged in transactions in Portfolio shares that violate the Trust's frequent trading policies and procedures. The Trust and its transfer agent also reserve the right to reject all or a portion of a purchase order from a Participating Insurance Company. If a purchase order is rejected, the purchase amount will be returned to the insurance company.
The Trust also employs fair value pricing procedures to deter frequent trading. Those procedures are described in more detail under “Net Asset Value,” below.
The Portfolio may be used in connection with certain living benefit programs, including, without limitation, certain “guaranteed minimum accumulation benefit” programs and certain “guaranteed minimum withdrawal benefit” programs. In order for the Participating Insurance Companies to manage the guarantees offered in connection with these benefit programs, the Participating Insurance Companies generally: (i) limit the number and types of variable sub-accounts in which contract holders may allocate their account values (referred to in this Prospectus as the Permitted Sub-Accounts) and (ii) require contract holders to participate in certain specialized asset transfer programs. Under these asset transfer programs, the Participating Insurance Companies will monitor each contract owner's account value from time to time and, if necessary, will systematically transfer amounts among the Permitted Sub-Accounts as dictated by certain non-discretionary mathematical formulas. These mathematical formulas will generally focus on the amounts guaranteed at specific future dates or the present value of the estimated lifetime payments to be made, as applicable.
As an example of how these asset transfer programs will operate under certain market environments, a downturn in the equity markets (i.e., a reduction in a contract holder's account value within the Permitted Sub-Accounts) and certain market return scenarios involving “flat” returns over a period of time may cause Participating Insurance Companies to transfer some or all of such contract owner's account value to the Portfolio. In general terms, such transfers are designed to ensure that an appropriate percentage of the projected guaranteed amounts are offset by assets in investments like the Portfolio.
The above-referenced asset transfer programs are an important part of the guarantees offered in connection with the applicable living benefit programs. Such asset transfers may, however, result in large-scale asset flows into and out of the Portfolio. Such asset transfers could adversely affect the Portfolio’s investment performance by requiring the investment adviser or Subadviser to purchase and sell securities at inopportune times and by otherwise limiting the ability of the investment adviser or Subadviser to fully implement the Portfolio’s investment strategies. In addition, these asset transfers may result in relatively small asset bases and relatively high transaction costs and operating expense ratios for the Portfolio compared to other similar funds.
Investors seeking to engage in frequent trading activities may use a variety of strategies to avoid detection and, despite the efforts of the Trust and the Participating Insurance Companies to prevent such trading, there is no guarantee that the Trust or the Participating Insurance Companies will be able to identify these investors or curtail their trading practices. Therefore, some Trust investors may be able to engage in frequent trading, and, if they do, the other Trust investors would bear any harm caused by that frequent trading. The Trust does not have any arrangements intended to permit trading in contravention of the policies described above.
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For information about the trading limitations applicable to you, please see the prospectus for your contract or contact your insurance company.
Net Asset Value
Any purchase or sale of Portfolio shares is made at the net asset value, or NAV, of such shares. The price at which a purchase or redemption is made is typically based on the next calculation of the NAV after the order is received in good order. The NAV of each Portfolio is typically determined on each day the NYSE is open for trading as of the close of the exchange's regular trading session (which is generally 4:00 p.m. New York time). The Trust will not treat an intraday unscheduled disruption in NYSE trading as a closure of the NYSE and will price its shares as of 4:00 p.m. if the particular disruption directly affects only the NYSE. The NYSE is closed on most national holidays and Good Friday. The Trust does not price, and shareholders will not be able to purchase or redeem, the Trust's shares on days when the NYSE is closed but the primary markets for the Trust's foreign securities are open, even though the value of these securities may have changed. Conversely, the Trust will ordinarily price its shares, and shareholders may purchase and redeem shares, on days that the NYSE is open but foreign securities markets are closed.
The securities held by each of the Trust's portfolios are valued based upon market quotations or, if not readily available, at fair value as determined in good faith under procedures established by the Board. The Trust may use fair value pricing if it determines that a market quotation is not reliable based, among other things, on market conditions that occur after the quotation is derived or after the closing of the primary market on which the security is traded, but before the time that the NAV is determined. This use of fair value pricing commonly occurs with securities that are primarily traded outside of the US, because such securities present time-zone arbitrage opportunities when events or conditions affecting the prices of specific securities or the prices of securities traded in such markets generally occur after the close of the foreign markets but prior to the time that a Portfolio determines its NAV.
The Trust may also use fair value pricing with respect to US traded securities if, for example, trading in a particular security is halted and does not resume before a Portfolio calculates its NAV or the exchange on which a security is traded closes early. In addition, fair value pricing is used for securities where the pricing agent or principal market maker does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of PGIM Investments (or Subadviser) does not represent fair value. Different valuation methods may result in differing values for the same security. The fair value of a portfolio security that a Portfolio uses to determine its NAV may differ from the security's published or quoted price. If a Portfolio needs to implement fair value pricing after the NAV publishing deadline but before shares of the Portfolio are processed, the NAV you receive or pay may differ from the published NAV price. For purposes of computing the Trust's NAV, we will value the Trust's futures contracts 15 minutes after the close of regular trading on the NYSE. Except when we fair value securities, we normally value each foreign security held by the Trust as of the close of the security's primary market.
Fair value pricing procedures are designed to result in prices for a Portfolio's securities and its NAV that are reasonable in light of the circumstances which make or have made market quotations unavailable or unreliable, and to reduce arbitrage opportunities available to short-term traders. There is no assurance, however, that fair value pricing will more accurately reflect the market value of a security than the market price of such security on that day or that it will prevent dilution of a Portfolio's NAV by short-term traders.
The NAV for each of the Portfolios is determined by a simple calculation. It's the total value of a Portfolio (assets minus liabilities) divided by the total number of shares outstanding. Each business day, each Portfolio’s current NAV per share is transmitted electronically to insurance companies that use the Portfolios as underlying investment options for Contracts.
To determine a Portfolio's NAV, its holdings are valued as follows:
Equity Securities for which the primary market is on an exchange (whether domestic or foreign) shall be valued at the last sale price on such exchange or market on the day of valuation or, if there was no sale on such day, at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price. Securities included within the NASDAQ market shall be valued at the NASDAQ official closing price
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(NOCP) on the day of valuation, or if there was no NOCP issued, at the last sale price on such day. Securities included within the NASDAQ market for which there is no NOCP and no last sale price on the day of valuation shall be valued at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price. Equity securities that are not sold on an exchange or NASDAQ are generally valued by an independent pricing agent or principal market maker.
A Portfolio may own securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Portfolios do not price their shares. Therefore, the value of a Portfolio's assets may change on days when shareholders cannot purchase or redeem Portfolio shares.
Convertible debt securities that are traded in the over-the-counter market, including listed convertible debt securities for which the primary market is believed by PGIM Investments and a Subadviser, as available, to be over-the-counter, shall be valued on the day of valuation at an evaluated bid price provided by an independent pricing agent or, in the absence of a valuation provided by an independent pricing agent, at the bid price provided by a principal market maker or primary market dealer.
Other debt securities —those that are not valued on an amortized cost basis—are valued using an independent pricing service.
Options on stock and stock indexes that are traded on a national securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no such sale on such day, at the mean between the most recently quoted bid and asked prices on such exchange.
Futures contracts and options on futures contracts are valued at the last sale price at the close of the commodities exchange or board of trade on which they are traded. If there has been no sale that day, the securities will be valued at the mean between the most recently quoted bid and asked prices on that exchange or board of trade.
Forward currency exchange contracts are valued at the cost of covering or offsetting such contracts calculated on the day of valuation. Securities which are valued in accordance herewith in a currency other than US dollars shall be converted to US dollar equivalents at a rate obtained from a recognized bank, dealer or independent service on the day of valuation.
Over-the-counter (OTC) options are valued at the mean between bid and asked prices provided by a dealer (which may be the counterparty). A subadviser will monitor the market prices of the securities underlying the OTC options with a view to determining the necessity of obtaining additional bid and ask quotations from other dealers to assess the validity of the prices received from the primary pricing dealer.
All short-term debt securities held by the Portfolios, including bonds, notes, debentures and other debt securities, and money market instruments such as certificates of deposit, commercial paper, bankers' acceptances and obligations of domestic and foreign banks for which market quotations are readily available, are valued by an independent pricing agent or principal market maker (if available, otherwise a primary market dealer).
Distributor & DISTRIBUTION ARRANGEMENTS
The Trust offers a single class of shares on behalf of the Portfolio. Prudential Annuities Distributors, Inc. (PAD) serves as the distributor for the shares of the Portfolio. Each class of shares is offered and redeemed at its net asset value without any sales load. PAD is an affiliate of PGIM Investments and ASTIS. PAD is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority (FINRA).
The Trust has adopted a Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the 12b-1 Plan) for the shares of the Portfolio. Under the 12b-1Plan, the shares the Portfolio are charged an annual fee to compensate PAD and its affiliates for providing various administrative and distribution services to the Portfolio. The
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maximum annual shareholder services and distribution (12b-1) fee for the Portfolio’s shares is 0.25% of the average daily net assets of the Portfolio. Because these fees are paid out of the Portfolio’s assets on an ongoing basis, over time, the fees will increase your cost of investing and may cost you more than other types of charges.
PAD has contractually agreed to reduce its 12b-1 fees for the Portfolio, so that the effective distribution and service fee rate paid by the Portfolio is reduced based on the average daily net assets of the Portfolio. The contractual waiver does not include an expiration or termination date as it is contractually guaranteed by PAD on a permanent basis, and the Manager and PAD cannot terminate or otherwise modify the waiver. The contractual waiver is calculated as follows for the Portfolio:
Average Daily Net Assets of Portfolio Distribution and Service Fee Rate Including Waiver
Up to and including $300 million 0.25% (no waiver)
Over $300 million up to and including $500 million 0.23%
Over $500 million up to and including $750 million 0.22%
Over $750 million 0.21%
PAD may receive payments from the Subadviser or its affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the Contracts and/or the Portfolio. These sales meetings or seminar sponsorships may provide the Subadviser with increased access to persons involved in the distribution of the Contracts. PAD also may receive marketing support from the Subadviser in connection with the distribution of the Contracts.
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OTHER INFORMATION
Federal Income Taxes
Each Portfolio currently intends to be treated as a partnership for federal income tax purposes. As a result, each Portfolio's income, gains, losses, deductions, and credits are “passed through” pro rata directly to the Participating Insurance Companies and retain the same character for federal income tax purposes. Distributions may be made to the various separate accounts of the Participating Insurance Companies in the form of additional shares (not in cash).
Owners of variable annuity contracts or variable life insurance policies should consult the prospectuses of their respective contracts or policies for information on the federal income tax consequences to such holders. In addition, variable contract owners may wish to consult with their own tax advisors as to the tax consequences of investments in the Trust, including the application of state and local taxes.
Monitoring for Possible Conflicts
The Trust sells its shares to fund variable life insurance contracts and variable annuity contracts and is authorized to offer its shares to qualified retirement plans. Because of differences in tax treatment and other considerations, it is possible that the interest of variable life insurance contract owners, variable annuity contract owners and participants in qualified retirement plans could conflict. The Trust will monitor the situation and in the event that a material conflict did develop, the Trust would determine what action, if any, to take in response.
Disclosure of Portfolio Holdings
A description of the Trust's policies and procedures with respect to the disclosure of each Portfolio's portfolio securities is included in the SAI and on the Trust's website at www.prudential.com/variableinsuranceportfolios.
Payments to Affiliates
PGIM Investments and ASTIS and their affiliates, including a subadviser or PAD, may compensate affiliates of PGIM Investments and ASTIS, including the insurance companies issuing variable annuity or variable life contracts by providing reimbursement, defraying the costs of, or paying directly for, among other things, marketing and/or administrative services and/or other services they provide in connection with the variable annuity and/or variable life contracts which offer the Portfolios as investment options. These services may include, but are not limited to: sponsoring or co-sponsoring various promotional, educational or marketing meetings and seminars attended by distributors, wholesalers, and/or broker dealer firms' registered representatives, and creating marketing material discussing the contracts, available options, and the Portfolios.
The amounts paid depend on the nature of the meetings, the number of meetings attended by PGIM Investments or ASTIS, the subadviser, or PAD, the number of participants and attendees at the meetings, the costs expected to be incurred, and the level of PGIM Investments’, ASTIS’, subadviser's or PAD’s participation. These payments or reimbursements may not be offered by all advisers, subadvisers, or PAD and the amounts of such payments may vary between and among each adviser, subadviser and PAD depending on their respective participation.
With respect to variable annuity contracts, the amounts paid under these arrangements to Prudential-affiliated insurers are set forth in the prospectuses for the variable annuity contracts which offer the Portfolios as investment options.
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FINANCIAL HIGHLIGHTS
Introduction
The Portfolio is expected to commence operations on or around the date of this Prospectus, thus no financial highlights data is provided.
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INVESTOR INFORMATION SERVICES:
Shareholder inquiries should be made by calling (800) 778-2255 or by writing to Advanced Series Trust at 655 Broad Street, Newark, New Jersey 07102. Additional information about the Portfolios is included in the SAI, which is incorporated by reference into this Prospectus. Additional information about the Portfolio’s investments is available in the Portfolio's annual and semi-annual report to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Portfolio's performance during its last fiscal year. The SAI and additional copies of the annual and semi-annual report are available without charge by calling the above number. The SAI and the annual and semi-annual report are also available without charge on the Trust’s website at www.prudential.com/variableinsuranceportfolios .
Delivery of Prospectus and Other Documents to Households . To lower costs and eliminate duplicate documents sent to your address, the Trust, in accordance with applicable laws and regulations, may begin mailing only one copy of the Trust's prospectus, prospectus supplements, annual and semi-annual reports, proxy statements and information statements, or any other required documents to your address even if more than one shareholder lives there. If you have previously consented to have any of these documents delivered to multiple investors at a shared address, as required by law, and you wish to revoke this consent or would otherwise prefer to continue to receive your own copy, you should call the number above, or write to the Trust at the above address. The Trust will begin sending individual copies to you within thirty days of revocation.
The information in the Trust's filings with the Securities and Exchange Commission (including the SAI) is available from the SEC. Copies of this information may be obtained, upon payment of duplicating fees, by electronic request to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, DC 20549-0102. The information can also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Finally, information about the Trust is available on the EDGAR database on the SEC's internet site at www.sec.gov.
Investment Company File Act No. 811-05186



































ASTSTATPROS4
Advanced Series Trust
STATEMENT OF ADDITIONAL INFORMATION • JANUARY 2, 2018
This Statement of Additional Information (SAI) of Advanced Series Trust (the Trust, and each series thereof, a Portfolio) is not a prospectus and should be read in conjunction with the Prospectus of the Trust dated January 2, 2018, which can be obtained, without charge, by calling (800) 778-2255 or by writing to the Trust at 655 Broad Street, Newark, New Jersey 07102. This SAI has been incorporated by reference into the Trust's Prospectus. The Portfolio of the Trust which is discussed in this SAI is noted on this front cover (the Portfolio).
AST Bond Portfolio 2029
 
 

Table of Contents
3 PART I
3 INTRODUCTION
4 Trust PORTFOLIOS, INVESTMENT POLICIES & STRATEGIES
4 FUNDAMENTAL INVESTMENT RESTRICTIONS
5 INFORMATION ABOUT TRUSTEES AND OFFICERS
12 MANAGEMENT AND ADVISORY ARRANGEMENTS
17 PORTFOLIO MANAGERS: OTHER ACCOUNTS
17 PORTFOLIO MANAGERS: COMPENSATION & CONFLICTS POLICIES
22 OTHER SERVICE PROVIDERS
24 PORTFOLIO TRANSACTIONS & BROKERAGE
25 ADDITIONAL INFORMATION
27 PRINCIPAL SHAREHOLDERS
27 FINANCIAL STATEMENTS
28 PART II
28 INVESTMENT RISKS & CONSIDERATIONS
53 NET ASSET VALUES
55 TAXATION
55 DISCLOSURE OF PORTFOLIO HOLDINGS
57 PROXY VOTING
58 CODES OF ETHICS
58 APPENDIX I: DESCRIPTION OF BOND RATINGS
61 APPENDIX II: PROXY VOTING POLICIES OF THE SUBADVISERS


Table of Contents
PART I
INTRODUCTION
This SAI sets forth information about the Trust and the Portfolio covered by the SAI. Part I provides additional information about the Trust’s Board of Trustees (the Board), certain investments restrictions that apply to the Portfolio, the advisory services provided to and the management fees paid by the Trust, and information about other fees paid by and services provided to the Trust. Part II provides additional information about certain investments and investment strategies that may be used by the Portfolio and explanations of various investments and strategies which may be used by the Portfolio and explanations of these investments and strategies, and should be read in conjunction with Part I.
Before reading the SAI, you should consult the Glossary below, which defines certain of the terms used in the SAI:
Glossary  
1933 Act Securities Act of 1933, as amended
1934 Act Securities Exchange Act of 1934, as amended
1940 Act Investment Company Act of 1940, as amended
Term Definition
ADR American Depositary Receipt
ADS American Depositary Share
ASTIS AST Investment Services, Inc.
Board Trust’s Board of Directors or Trustees
Board Member A trustee or director of the Trust’s Board
CFTC Commodity Futures Trading Commission
Code Internal Revenue Code of 1986, as amended
EDR European Depositary Receipt
ETF Exchange-Traded Fund
Fannie Mae Federal National Mortgage Association
Fitch Fitch, Inc.
Freddie Mac The Federal Home Loan Mortgage Corporation
Global Depositary Receipt GDR
Ginnie Mae Government National Mortgage Association
IPO Initial Public Offering
IRS Internal Revenue Service
LIBOR London Interbank Offered Rate
Moody’s Moody’s Investor Services, Inc.
NASDAQ National Association of Securities Dealers Automated Quotations System
NAV Net Asset Value
NYSE New York Stock Exchange
OTC Over-the-Counter
PGIM Investments or the Manager PGIM Investments LLC
PMFS Prudential Mutual Fund Services LLC
REIT Real Estate Investment Trust
RIC Regulated Investment Company, as the term is used in the Internal Revenue Code of 1986, as amended
S&P Standard & Poor’s Corporation
SEC US Securities & Exchange Commission
World Bank International Bank for Reconstruction and Development

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Trust PORTFOLIOS, INVESTMENT POLICIES & STRATEGIES
The Trust is an open-end management investment company (commonly known as a mutual fund) that is intended to provide a range of investment alternatives through its separate portfolios, each of which is, for investment purposes, in effect a separate fund. The Portfolio offered by the Trust which is discussed in this SAI is set forth below:
AST Bond Portfolio 2029
References to “a Portfolio” or the “the Portfolio” relate to the AST Bond Portfolio 2029 unless the context requires otherwise.
The Trust offers one class of shares in the Portfolio. Shares of the Portfolio are sold only to separate accounts of Prudential Annuities Life Assurance Corporation, The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Pramerica of Bermuda Life Assurance Company, Ltd. (collectively, Prudential), Kemper Investors Life Insurance Company, Allstate Life Insurance Company and Allstate Life Insurance Company of New York as investment options under variable life insurance and variable annuity contracts (the Contracts) (a separate account keeps the assets supporting certain insurance contracts separate from the general assets and liabilities of the insurance company).
In order to sell shares to both Prudential and non-Prudential insurance companies, the Trust has obtained an exemptive order (the Order) from the SEC. The Trust and its Portfolios are managed in compliance with the terms and conditions of that Order.
PGIM Investments LLC (PGIM Investments or the Manager or the Investment Manager), a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential Financial), serves as overall investment manager of the Portfolio. As discussed in the Prospectus, the Portfolio may invest in money market instruments and comparable securities as part of assuming a temporary defensive position. The investment objective of the Portfolio is discussed in the Prospectus.
FUNDAMENTAL INVESTMENT RESTRICTIONS
Set forth below are certain investment restrictions applicable to the Portfolio. Fundamental restrictions may not be changed without a majority vote of shareholders as required by the 1940 Act. Non-fundamental restrictions may be changed by the Board of Trustees without shareholder approval.
FUNDAMENTAL INVESTMENT RESTRICTIONS:
Under its fundamental investment restrictions, the Portfolio may not:
1. Issue senior securities or borrow money or pledge its assets, except as permitted by the 1940 Act and rules thereunder, exemptive order, SEC release, no-action letter or similar relief or interpretations. For purposes of this restriction, the purchase or sale of securities on a when-issued or delayed delivery basis, reverse repurchase agreements, dollar rolls, short sales, derivative and hedging transactions such as interest rate swap transactions, and collateral arrangements with respect thereto, and transactions similar to any of the foregoing and collateral arrangements with respect thereto, and obligations of the Portfolio to Trustees pursuant to any deferred compensation arrangements are not deemed to be a pledge of assets or the issuance of a senior security.
2. Underwrite securities issued by other persons, except to the extent that the Portfolio may be deemed to be an underwriter (within the meaning of the 1933 Act) in connection with the purchase and sale of portfolio securities.
3. Purchase or sell real estate unless acquired as a result of the ownership of securities or other instruments; provided that this restriction shall not prohibit the Portfolio from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business.
4. Purchase or sell physical commodities unless acquired as a result of the ownership of securities or instruments; provided that this restriction shall not prohibit the Portfolio from (i) engaging in permissible options and futures transactions and forward foreign currency contracts in accordance with the Portfolio's investment policies, or (ii) investing in securities of any kind.
5. Make loans, except that the Portfolio may (i) lend portfolio securities in accordance with the Portfolio's investment policies in amounts up to 33  1 3 % of the total assets of the Portfolio taken at market value, (ii) purchase money market securities and enter into repurchase agreements, (iii) acquire publicly distributed or privately placed debt securities, and (iv) make loans of money to other investment companies to the extent permitted by the 1940 Act or any exemption there from that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.

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6. Purchase any security if, as a result, more than 25% of the value of the Portfolio's assets would be invested in the securities of issuers having their principal business activities in the same industry; provided that this restriction does not apply to investments in obligations issued or guaranteed by the US Government or any of its agencies or instrumentalities or to municipal securities (or repurchase agreements with respect thereto). For purposes of this limitation, investments in other investment companies shall not be considered an investment in any particular industry.
7. With respect to 75% of the value of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the US Government or any of its agencies or instrumentalities) if, as a result, (i) more than 5% of the value of the Portfolio's total assets would be invested in the securities of such issuer, or (ii) more than 10% of the outstanding voting securities of such issuer would be held by the Portfolio.
If a restriction of the Portfolio's investments is adhered to at the time an investment is made, a subsequent change in the percentage of the Portfolio assets invested in certain securities or other instruments, or change in average duration of the Portfolio's investment portfolio, resulting from changes in the value of the Portfolio's total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.
With respect to investment restriction (5), the restriction on making loans is not considered to limit Portfolio's investments in loan participations and assignments.
With respect to investment restriction (6), the Portfolio will not consider a bank-issued guaranty or financial guaranty insurance as a separate security for purposes of determining the percentage of the Portfolio's assets invested in the securities of issuers in a particular industry.
With respect to investment restrictions (1) and (5), the Portfolio will not borrow or lend to any other fund unless it applies for and receives an exemptive order from the SEC, if so required, or the SEC issues rules permitting such transactions.
INFORMATION ABOUT TRUSTEES AND OFFICERS
Information about the Trustees and the Officers of the Trust is set forth below. Trustees who are not deemed to be “interested persons” of the Trust, as defined in the 1940 Act, are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Trust are referred to as “Interested Trustees.” The Trustees are responsible for the overall oversight of the operations of the Trust and perform the various duties imposed on the trustees of investment companies by the 1940 Act and other applicable law.
Independent Trustees (1)    
Name, Address, Age
No. of Portfolios Overseen
Principal Occupation(s) During Past Five Years Other Directorships Held
Susan Davenport Austin (50)
No. of Portfolios Overseen: 107
Senior Managing Director of Brock Capital (Since 2014); formerly Vice Chairman (2013 - 2017), Senior Vice President and Chief Financial Officer (2007-2012) and Vice President of Strategic Planning and Treasurer (2002-2007) of Sheridan Broadcasting Corporation; formerly President of Sheridan Gospel Network (2004-2014); formerly Vice President, Goldman, Sachs & Co. (2000 - 2001); formerly Associate Director, Bear, Stearns & Co. Inc. (1997-2000); formerly Vice President, Salomon Brothers Inc. (1993-1997); Member of the Board of Directors, The MacDowell Colony (Since 2010); Director (Since 2017); formerly Presiding Director (2014 - 2017) and Chairman (2011-2014) of the Board of Directors, Broadcast Music, Inc.; Member of the Board of Directors, Hubbard Radio, LLC (Since 2011); President, Candide Business Advisors, Inc. (Since 2011); formerly Member of the Board of Directors, National Association of Broadcasters (2004-2010). Director of NextEra Energy Partners, LP (NYSE: NEP) (February 2015-Present).
Sherry S. Barrat (68)
No. of Portfolios Overseen: 107
Formerly Vice Chairman of Northern Trust Corporation (financial services and banking institution) (2011–June 2012); formerly President, Personal Financial Services, Northern Trust Corporation (2006-2010); formerly Chairman & CEO, Western US Region, Northern Trust Corporation (1999-2005); formerly President & CEO, Palm Beach/Martin County Region, Northern Trust. Director of NextEra Energy, Inc. (NYSE: NEE) (1998-Present); Director of Arthur J. Gallagher & Company (Since July 2013).

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Independent Trustees (1)    
Name, Address, Age
No. of Portfolios Overseen
Principal Occupation(s) During Past Five Years Other Directorships Held
Jessica M. Bibliowicz (58)
No. of Portfolios Overseen: 107
Senior Adviser (Since 2013) of Bridge Growth Partners (private equity firm); formerly Director (2013-2016) of Realogy Holdings Corp. (residential real estate services); formerly Chief Executive Officer (1999-2013) of National Financial Partners (independent distributor of financial services products). Director (since 2006) of The Asia-Pacific Fund, Inc.; Sotheby’s (since 2014) (auction house and art-related finance).
Kay Ryan Booth (67)
No. of Portfolios Overseen: 107
Partner, Trinity Private Equity Group (Since September 2014); formerly, Managing Director of Cappello Waterfield & Co. LLC (2011-2014); formerly Vice Chair, Global Research, J.P. Morgan (financial services and investment banking institution) (June 2008 – January 2009); formerly Global Director of Equity Research, Bear Stearns & Co., Inc. (financial services and investment banking institution) (1995-2008); formerly Associate Director of Equity Research, Bear Stearns & Co., Inc. (1987-1995). None.
Delayne Dedrick Gold (80)
No. of Portfolios Overseen: 107
Marketing Consultant (1982-present); formerly Senior Vice President and Member of the Board of Directors, Prudential Bache Securities, Inc. None.
Robert F. Gunia (71)
No. of Portfolios Overseen: 107
Independent Consultant (Since October 2009); formerly Director of ICI Mutual Insurance Company (June 2016-present); formerly Chief Administrative Officer (September 1999-September 2009) and Executive Vice President (December 1996-September 2009) of PGIM Investments LLC; formerly Executive Vice President (March 1999-September 2009) and Treasurer (May 2000-September 2009) of Prudential Mutual Fund Services LLC; formerly President (April 1999-December 2008) and Executive Vice President and Chief Operating Officer (December 2008-December 2009) of Prudential Investment Management Services LLC; formerly Chief Administrative Officer, Executive Vice President and Director (May 2003-September 2009) of AST Investment Services, Inc. Director (Since May 1989) of The Asia Pacific Fund, Inc.
Thomas T. Mooney (76)
No. of Portfolios Overseen: 107
Formerly Chief Executive Officer, Excell Partners, Inc. (2005-2007);founding partner of High Technology of Rochester and the Lennox Technology Center; formerly President of the Greater Rochester Metro Chamber of Commerce (1976-2004); formerly Rochester City Manager (1973); formerly Deputy Monroe County Executive (1974-1976). None.
Thomas M. O'Brien (67)
No. of Portfolios Overseen: 107
Director, President and CEO Sun Bancorp, Inc. N.A. (NASDAQ: SNBC) and Sun National Bank (Since July 2014); formerly Consultant, Valley National Bancorp, Inc. and Valley National Bank (January 2012-June 2012); formerly President and COO (November 2006-April 2017) and CEO (April 2007-December 2011) of State Bancorp, Inc. and State Bank; formerly Vice Chairman (January 1997-April 2000) of North Fork Bank; formerly President and Chief Executive Officer (December 1984-December 1996) of North Side Savings Bank; formerly President and Chief Executive Officer (May 2000-June 2006) Atlantic Bank of New York. Formerly Director, BankUnited, Inc. and BankUnited N.A. (NYSE: BKU) (May 2012-April 2014); formerly Director (April 2008-January 2012) of Federal Home Loan Bank of New York; formerly Director (December 1996-May 2000) of North Fork Bancorporation, Inc.; formerly Director (May 2000-April 2006) of Atlantic Bank of New York; Director (November 2006 – January 2012) of State Bancorp, Inc. (NASDAQ: STBC) and State Bank of Long Island.
    
Interested Trustee (1)    
Timothy S. Cronin (52)
Number of Portfolios Overseen: 107
President of Prudential Annuities (Since June 2015); Chief Investment Officer and Strategist of Prudential Annuities (Since January 2004); Director of Investment & Research Strategy (Since February 1998); President of AST Investment Services, Inc. (Since June 2005). None.
(1) The year that each Trustee joined the Board is as follows: Susan Davenport Austin, 2011; Sherry S. Barrat, 2013; Jessica Bibliowicz, 2014, Kay Ryan Booth, 2013; Timothy S. Cronin, 2009; Delayne Dedrick Gold, 2003; Robert F. Gunia, 2003; Thomas T. Mooney, 2003; Thomas M. O'Brien, 1992.

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Trust Officers (a)(1)  
Name, Address and Age
Position with the Trust
Principal Occupation(s) During the Past Five Years
Edward C. Merrill, IV, CFA (33)
Vice President
Vice President of Prudential Annuities (since December 2014); formerly Director of Prudential Annuities (December 2010 –December 2014); formerly Manager of Prudential Annuities (August 2009 – December 2010); formerly Senior Analyst of Prudential Annuities (October 2008 – August 2009)
Raymond A. O’Hara (62)
Chief Legal Officer
Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of PGIM Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988–August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).
Deborah A. Docs (59)
Secretary
Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PGIM Investments LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Jonathan D. Shain (59)
Assistant Secretary
Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PGIM Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Claudia DiGiacomo (43)
Assistant Secretary
Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PGIM Investments LLC (since December 2005); Associate at Sidley Austin Brown Wood LLP (1999-2004).
Andrew R. French (55)
Assistant Secretary
Vice President and Corporate Counsel (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.
Kathleen DeNicholas (43)
Assistant Secretary
Vice President and Corporate Counsel (since May 2013) of Prudential; Managing Counsel at The Bank of New York Mellon Corporation (2011-2013); formerly Senior Counsel (2007-2011) and Assistant General Counsel (2001-2007) of The Dreyfus Corporation; Chief Legal Officer and Secretary of MBSC Securities Corporation (2011-2013); Vice President and Assistant Secretary of The Dreyfus Family of Funds (2010-2012).
Chad A. Earnst (43)
Chief Compliance Officer
Chief Compliance Officer (September 2014-Present) of PGIM Investments LLC; Chief Compliance Officer (September 2014-Present) of the Prudential Mutual Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential's Gibraltar Fund, Inc., Prudential Global Short Duration High Yield Income Fund, Inc., Prudential Short Duration High Yield Fund, Inc. and Prudential Jennison MLP Income Fund, Inc.; formerly Assistant Director (March 2010-August 2014) of the Asset Management Unit, Division of Enforcement, US Securities & Exchange Commission; Assistant Regional Director (January 2010-August 2014), Branch Chief (June 2006–December 2009) and Senior Counsel (April 2003-May 2006) of the Miami Regional Office, Division of Enforcement, US Securities & Exchange Commission.
Charles H. Smith (44)
Anti-Money Laundering Compliance Officer
Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2015) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2016); formerly Global Head of Economic Sanctions Compliance at AIG Property Casualty (February 2007 – December 2014); Assistant Attorney General at the New York State Attorney General's Office, Division of Public Advocacy. (August 1998 —January 2007).
M. Sadiq Peshimam (53)
Treasurer and Principal Financial
and Accounting Officer
Vice President (since 2005) of PGIM Investments LLC; formerly Assistant Treasurer of funds in the Prudential Mutual Fund Complex (2006-2014).
Peter Parrella (59)
Assistant Treasurer
Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).
Lana Lomuti (51)
Assistant Treasurer
Vice President (since 2007) and Director (2005-2007), within Prudential Mutual Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.
Linda McMullin (56)
Assistant Treasurer
Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration.
Alina Srodecka, CPA (51)
Assistant Treasurer
Vice President of Tax at Prudential Financial, Inc. (Since August 2007); formerly Director of Tax at MetLife (January 2003 – May 2006); formerly Tax Manager at Deloitte & Touché (October 1997 – January 2003); formerly Staff Accountant at Marsh & McLennan (May 1994 – May 1997)
(a) Excludes Mr. Cronin, an interested Trustee who also serves as President.
(1) The year in which each individual became an Officer is as follows: Edward C. Merrill, IV, CFA, 2017; Raymond A. O’Hara, 2012; Deborah A. Docs, 2005; Jonathan D. Shain, 2005; Claudia DiGiacomo, 2005; Andrew R. French, 2006; Kathleen DeNicholas, 2013; Chad A. Earnst, 2014; Charles H. Smith, 2016; Peter Parrella, 2007; M. Sadiq Peshimam, 2006; Lana Lomuti, 2014; Linda McMullin, 2014; Alina Srodecka, CPA, 2017.
Explanatory Notes to Tables:
Trustees are deemed to be “Interested”, as defined in the 1940 Act, by reason of their affiliation with PGIM Investments and/or an affiliate of PGIM Investments. Timothy S. Cronin is an Interested Trustee because he is employed by an affiliate of the Manager.
Unless otherwise noted, the address of all Trustees and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102.

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There is no set term of office for Trustees or Officers. The Independent Trustees have adopted a retirement policy, which calls for the retirement of Trustees on December 31 of the year in which they reach the age of 78, provided that the Board may extend the retirement age on a year-by-year basis for a Trustee.
“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act.
“No. of Portfolios Overseen” includes all investment companies managed by PGIM Investments and/or ASTIS that are overseen by the Trustee. The investment companies for which PGIM Investments and/or ASTIS serves as Manager include The Prudential Variable Contract Accounts, The Prudential Series Fund, Advanced Series Trust, Prudential's Gibraltar Fund, Inc., the Prudential Mutual Funds, the Target Funds, the Prudential Short Duration High Yield Fund, Inc. and Prudential Global Short Duration High Yield Fund, Inc.
COMPENSATION OF TRUSTEES AND OFFICERS. Pursuant to a Management Agreement with the Trust, the Investment Manager pays all compensation of Trustees, officers and employees of the Trust, other than the fees and expenses of Trustees who are not affiliated persons of the Investment Manager or any subadviser. The Trust pays each of its Independent Trustees annual compensation in addition to certain out-of-pocket expenses. Trustees who serve on Board Committees may receive additional compensation.
Independent Trustees may defer receipt of their fees pursuant to a deferred fee agreement with the Trust. Under the terms of the agreement, the Trust accrues deferred Trustees' fees daily which, in turn, accrue interest at a rate equivalent to the prevailing rate to 90-day US Treasury Bills at the beginning of each calendar quarter or, at the daily rate of return of one or more funds managed by PGIM Investments chosen by the Trustee. Payment of the interest so accrued is also deferred and becomes payable at the option of the Trustee. The Trust's obligation to make payments of deferred Trustees' fees, together with interest thereon, is a general obligation of the Trust. The Trust does not have a retirement or pension plan for its Trustees.
The following table sets forth the aggregate compensation paid by the Trust for the Trusts most recently completed fiscal year to the Independent Trustees for service on the Trust's Board, and the Board of any other investment company in the Fund Complex for the most recently completed calendar year. Trustees and officers who are “interested persons” of the Trust (as defined in the 1940 Act) do not receive compensation from the Fund Complex.
Name Aggregate Fiscal Year
Compensation from Trust (1)
Pension or Retirement Benefits
Accrued as Part of Trust
Expenses
Estimated Annual Benefits Upon
Retirement
Total Compensation from Trust
and Fund Complex for Most
Recent Calendar Year
Susan Davenport Austin $285,680 None None $332,250 (3/112)*
Sherry S. Barrat $285,680 None None $332,250 (3/112)*
Jessica M. Bibliowicz $285,680 None None $332,250 (3/112)*
Kay Ryan Booth $285,680 None None $332,250 (3/112)*
Delayne Dedrick Gold $307,490 None None $357,250 (3/112)*
Robert F. Gunia** $307,490 None None $357,250 (3/112)*
Thomas T. Mooney** $359,850 None None $417,250 (3/112)*
Thomas M. O'Brien** $307,490 None None $357,250 (3/112)*
Explanatory Notes to Compensation Table
(1) Compensation relates to portfolios that were in existence during 2016.
* Number of funds and portfolios represents those in existence as of December 31, 2016 and excludes funds that have merged or liquidated during the year. Additionally, the number of funds and portfolios includes those which were approved as of December 31, 2016, but which may not have commenced operations as of December 31, 2016. No compensation is paid to Trustees with respect to funds/portfolios that have not yet commenced operations.
** Under the Trust’s deferred fee arrangement, Trustees may elect to defer all or part of their total compensation. The total amount of deferred compensation accrued during the calendar year ended December 31, 2016, including investment results during the year on cumulative deferred fees, amounted to $15,639, $18,521 and $204,087 for Messrs. Gunia, Mooney, and O'Brien, respectively.
BOARD COMMITTEES. The Board of Trustees (the Board) has established four standing committees in connection with governance of the Trust—Audit, Compliance, Governance, and Investment Review and Risk. Information on the membership of each standing committee and its functions is set forth below.
Audit Committee. The Board has determined that each member of the Audit Committee is not an “interested person” as defined in the 1940 Act. The responsibilities of the Audit Committee are to assist the Board in overseeing the Trust's independent registered public accounting firm, accounting policies and procedures, and other areas relating to the Trust's auditing processes. The Audit Committee is responsible for pre-approving all audit services and any permitted non-audit services to be provided by the independent registered public accounting firm directly to the Trust. The Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by the independent registered public accounting firm to (1) the Investment Manager and (2) any entity in a control relationship with the Investment Manager that provides ongoing services to the Trust, provided that the engagement of the independent registered public accounting firm relates directly to the operation and financial reporting of the Trust. The scope of the Audit Committee's responsibilities is oversight. It is management's responsibility to maintain appropriate systems for accounting and internal control and the independent registered public accounting firm's responsibility to plan and carry out an audit in accordance

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with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee Charter is available at www.prudential.com/variableinsuranceportfolios . The number of Audit Committee meetings held during the Trust's most recently completed fiscal year is set forth in the table below.
The membership of the Audit Committee is set forth below:
Thomas M. O’Brien (Chair)
Susan Davenport Austin
Delayne Dedrick Gold
Robert F. Gunia
Thomas T. Mooney (ex-officio)
Compliance Committee. The Compliance Committee serves as a liaison between the Board and the Trust’s Chief Compliance Officer (CCO). The Compliance Committee is responsible for considering, in consultation with the Board's Chair and outside counsel, any material compliance matters that are identified and reported by the CCO to the Compliance Committee between Board meetings. The Compliance Committee is also responsible for considering, when requested by the CCO, the CCO's recommendations regarding the materiality of compliance matters to be reported to the Board. The Compliance Committee reviews compliance matters that it determines warrant review between Board meetings. Further, when the CCO wishes to engage an independent third party to perform compliance-related work at the Trust’s expense, the Compliance Committee will evaluate with the CCO which third party to recommend to the Board as well as the appropriate scope of the work. The number of Compliance Committee meetings held during the Trust's most recently completed fiscal year is set forth in the table below. The Compliance Committee Charter is available on the Trust's website at www.prudential.com/variableinsuranceportfolios .
The membership of the Compliance Committee is set forth below:
Robert F. Gunia (Chair)
Jessica M. Bibliowicz
Kay Ryan Booth
Sherry S. Barrat
Thomas M. O’Brien
Thomas T. Mooney (ex-officio)
Governance Committee. The Governance Committee of the Board is responsible for nominating Trustees and making recommendations to the Board concerning Board composition, committee structure and governance, director compensation and expenses, director education, and governance practices. The Board has determined that each member of the Governance Committee is not an “interested person” as defined in the 1940 Act. The number of Governance Committee meetings held during the Trust's most recently completed fiscal year is set forth in the table below. The Governance Committee Charter is available on the Trust's website at www.prudential.com/variableinsuranceportfolios .
The membership of the Governance Committee is set forth below:
Delayne Dedrick Gold (Chair)
Susan Davenport Austin
Sherry S. Barrat
Jessica M. Bibliowicz
Kay Ryan Booth
Thomas T. Mooney (ex-officio)
Investment Review and Risk Committee (IRRC). The IRRC consists of all members of the Board and is chaired by Mr. Mooney, the Chairman of the Board. The Board created the IRRC to help the Board in reviewing certain types of risk, especially those risks related to portfolio investments, the subadvisers for the Portfolios and other related risks. The responsibilities of the IRRC include, but are not limited to: reviewing written materials and reports pertaining to Portfolio performance, investments and risk from subadvisers, the Strategic Investment Review Group (SIRG) of PGIM Investments and others; considering presentations from subadvisers, the Investment Manager, SIRG or other service providers on matters relating to Portfolio performance, investments and risk; and periodically reviewing management’s evaluation of various types of risks to the Portfolios.
LEADERSHIP STRUCTURE AND QUALIFICATIONS OF BOARD OF TRUSTEES. The Board is responsible for oversight of the Trust. The Trust has engaged the Investment Manager to manage the Trust on a day-to-day basis. The Board oversees the Investment Manager and certain other principal service providers in the operations of the Trust. The Board is currently composed of ten members, nine of whom are Independent Trustees. The Board meets in-person at regularly scheduled meetings twelve times throughout the year. In addition, the Board Members may meet in-person or by telephone at special meetings. As described above, the Board has established

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four standing committees—Audit, Compliance, Governance, and Investment Review and Risk—and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The Independent Trustees have also engaged independent legal counsel to assist them in fulfilling their responsibilities.
The Board is chaired by an Independent Trustee. As Chair, this Independent Trustee leads the Board in its activities. Also, the Chair acts as a member or an ex-officio member of each standing committee and any ad hoc committee of the Board of Trustees. The Trustees have determined that the Board's leadership and committee structure is appropriate because the Board believes it sets the proper tone to the relationships between the Trust, on the one hand, and the Investment Manager, the subadviser(s) and certain other principal service providers, on the other, and facilitates the exercise of the Board's independent judgment in evaluating and managing the relationships. In addition, the structure efficiently allocates responsibility among committees.
The Board has concluded that, based on each Trustee's experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees, each Trustee should serve as a Trustee. Among other attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the various service providers to the Trust, and to exercise reasonable business judgment in the performance of their duties as Trustees. In addition, the Board has taken into account the actual service and commitment of the Trustees during their tenure in concluding that each should continue to serve. A Trustee's ability to perform his or her duties effectively may have been attained through a Trustee's educational background or professional training; business, consulting, public service or academic positions; experience from service as a Trustee of the Trust, other funds in the Fund Complex, public companies, or non-profit entities or other organizations; or other experiences. Set forth below is a brief discussion of the specific experience qualifications, attributes or skills of each Trustee that led the Board to conclude that he or she should serve as a Trustee.
Susan Davenport Austin. Ms. Austin currently serves as Senior Managing Director of Brock Capital. In addition to her experience in senior leadership positions with private companies, Ms. Austin has more than 10 years of experience in the investment banking industry, and has experience serving on boards of other public companies and non-profit entities.
Sherry S. Barrat. Ms. Barrat has more than 35 years of experience in senior leadership positions in the financial services and banking industries. In addition, Ms. Barrat has over 10 years of experience serving on boards of other public companies and non-profit entities.
Jessica M. Bibliowicz. Ms. Bibliowicz has more than 25 years of experience in senior leadership positions in the financial services and investment management industries. In addition, Ms. Bibliowicz also has experience in serving on the boards of other public companies, investment companies, and non-profit organizations.
Kay Ryan Booth. Ms. Booth has more than 35 years of experience in senior leadership positions in the investment management and investment banking industries. Ms. Booth is currently a Partner of Trinity Private Equity Group. In addition to her experience in senior leadership positions with private companies, Ms. Booth has experience serving on the boards of other entities.
Delayne Dedrick Gold. Ms. Gold has served for more than 10 years as a Trustee of mutual funds advised by the Manager or its predecessors, including some or all of the following funds: Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., and/or other mutual funds advised by the Manager or its predecessors. Ms. Gold has more than 35 years of experience in the financial services industry.
Robert F. Gunia. Mr. Gunia has served for more than 10 years as a Trustee of mutual funds advised by the Manager or its predecessors. In addition, Mr. Gunia served in senior leadership positions for more than 28 years with the Manager and its affiliates and predecessors.
Thomas T. Mooney. Mr. Mooney has served for more than 10 years as a Trustee of mutual funds advised by the Manager or its predecessors, including some or all of the following funds: Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., and/or other mutual funds advised by the Manager or its predecessors. Mr. Mooney has more than 30 years of experience in senior leadership positions with municipal organizations and other companies and has experience serving on the boards of other entities.
Thomas M. O’Brien. Mr. O’Brien has served for more than 10 years as a Trustee of mutual funds advised by the Manager or its predecessors, including some or all of the following funds: Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., and/or other mutual funds advised by the Manager or its predecessors. Mr. O’Brien has more than 25 years of experience in senior leadership positions in the banking industry, and has experience serving on the boards of other entities.

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Timothy S. Cronin. Mr. Cronin, an Interested Trustee of the Trust and other funds advised by the Manager since 2009, served as Vice President of the Trust and other funds advised by the Manager from 2009-2015, as President of the Trust and other funds advised by the Manager since 2015, and has held senior positions with Prudential Financial (and American Skandia, which was purchased by Prudential Financial) since 1998.
Specific details about each Trustee's professional experience is set forth in the professional biography tables, above.
Risk Oversight. Investing in general and the operation of a mutual fund involve a variety of risks, such as investment risk, compliance risk, and operational risk, among others. The Board oversees risk as part of its oversight of the Trust. Risk oversight is addressed as part of various regular Board and committee activities. The Board, directly or through its committees, reviews reports from among others, the Investment Manager, sub-advisers, the Trust's Chief Compliance Officer, the Trust's independent registered public accounting firm, counsel, and internal auditors of the Investment Manager or its affiliates, as appropriate, regarding risks faced by the Trust and the risk management programs of the Investment Manager and certain service providers. The actual day-to-day risk management with respect to the Trust resides with the Investment Manager and other service providers to the Trust. Although the risk management policies of the Investment Manager and the service providers are designed to be effective, those policies and their implementation vary among service providers and over time, and there is no guarantee that they will be effective. Not all risks that may affect the Trust can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are simply beyond any control of the Trust or the Investment Manager, its affiliates or other service providers.
Selection of Trustee Nominees. The Governance Committee is responsible for considering trustee nominees for Trustees at such times as it considers electing new members to the Board. The Governance Committee may consider recommendations by business and personal contacts of current Board members, and by executive search firms which the Committee may engage from time to time and will also consider shareholder recommendations. The Governance Committee has not established specific, minimum qualifications that it believes must be met by a nominee. In evaluating nominees, the Governance Committee considers, among other things, an individual's background, skills, and experience; whether the individual is an “interested person” as defined in the 1940 Act; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Governance Committee also considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. There are no differences in the manner in which the Governance Committee evaluates nominees for the Board based on whether the nominee is recommended by a shareholder.
A shareholder who wishes to recommend a director for nomination should submit his or her recommendation in writing to the Chair of the Board (Thomas T. Mooney) or the Chair of the Governance Committee (Delayne D. Gold), in either case in care of the Trust, at 655 Broad Street, 17 th Floor, Newark, New Jersey 07102. At a minimum, the recommendation should include: the name, address, and business, educational, and/or other pertinent background of the person being recommended; a statement concerning whether the person is an “interested person” as defined in the 1940 Act; any other information that the Trust would be required to include in a proxy statement concerning the person if he or she was nominated; and the name and address of the person submitting the recommendation, together with the number of shares held by such person and the period for which the shares have been held. The recommendation also can include any additional information which the person submitting it believes would assist the Governance Committee in evaluating the recommendation.
Shareholders should note that a person who owns securities issued by Prudential Financial, Inc. (the parent company of the Trust's Manager) would be deemed an “interested person” under the 1940 Act. In addition, certain other relationships with Prudential Financial, Inc. or its subsidiaries, with registered broker-dealers, or with the Trust's outside legal counsel may cause a person to be deemed an “interested person.” Before the Governance Committee decides to nominate an individual to the Board, Committee members and other Board members customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving on the board of a registered investment company.
Shareholder Communications with the Board of Trustees. Shareholders of the Trust can communicate directly with the Board of Trustees by writing to the Chair of the Board, c/o the Trust, 1 Corporate Drive, Shelton, Connecticut 06484. Shareholders can communicate directly with an individual Trustee by writing to that Trustee, c/o the Trust, 1 Corporate Drive, Shelton, Connecticut 06484. Such communications to the Board or individual Trustees are not screened before being delivered to the addressee.

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Board Committee Meetings (for most recently completed fiscal year)  
Audit Committee Governance Committee Compliance Committee Investment Review and Risk Committee
4 5 4 4
Share Ownership. Information relating to each Trustee's share ownership in the Trust, other funds that are overseen by the respective Trustee as well as any other funds that are managed by the Manager as of the most recently completed calendar year is set forth in the chart below.
Name Dollar Range of Equity
Securities in the Trust
Aggregate Dollar Range of
Equity Securities Owned
by Trustee in All
Registered Investment
Companies in Fund Complex*
Trustee Share Ownership    
Susan Davenport Austin None over $100,000
Sherry S. Barrat None over $100,000
Jessica M. Bibliowicz None over $100,000
Kay Ryan Booth None over $100,000
Timothy S. Cronin None over $100,000
Delayne Dedrick Gold None over $100,000
Robert F. Gunia None over $100,000
Thomas T. Mooney None over $100,000
Thomas M. O'Brien None over $100,000
* “Fund Complex” includes Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., the Prudential Mutual Funds, Target Funds, and any other funds that are managed by the Investment Manager.
Because the Portfolios of the Trust serve as investment options under variable annuity and life insurance contracts, federal tax law prohibits the sale of Portfolio shares directly to individuals, including the Trustees.  Individuals, including a Trustee, may, however, have an interest in a Portfolio if he or she purchases a variable contract and selects the Portfolio as an investment option.
Other than as set forth in the following paragraph, none of the Independent Trustees, or any member of his/her immediate family, owned beneficially or of record any securities in an investment adviser or principal underwriter of the Trust or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of a Portfolio as of the most recently completed calendar year.
MANAGEMENT AND ADVISORY ARRANGEMENTS
TRUST MANAGEMENT . PGIM Investments, 655 Broad Street, Newark, New Jersey 07102, serves as the investment manager of the Portfolio covered by this SAI.
As of November 30, 2017, PGIM Investments served as the investment manager to all of the Prudential US and offshore open-end investment companies, and as administrator to closed-end investment companies, with aggregate assets of approximately $281.5 billion. PGIM Investments is a wholly-owned subsidiary of PIFM HoldCo LLC, which is a wholly-owned subsidiary of Prudential Asset Management Holding Company, which is a wholly-owned subsidiary of Prudential Financial. PGIM Investments has been in the business of providing investment advisory services since 1996.
Services Provided by the Manager . Pursuant to a Management Agreements with the Trust (the Management Agreement), the Manager, subject to the oversight of the Trust's Board and in conformity with the stated policies of the Portfolios, manages both the investment operations and composition of each Portfolio, including the purchase, retention, disposition and loan of securities and other assets. In connection therewith, the Manager is obligated to keep certain books and records of the Portfolios. The Manager is authorized to enter into subadvisory agreements for investment advisory services in connection with the management of the Portfolios. The Manager continues to have responsibility for all investment advisory services performed pursuant to any such subadvisory agreements.
The Manager is specifically responsible for overseeing and managing the Portfolios and the subadvisers. In this capacity, the Manager reviews the performance of the Portfolios and the subadvisers and makes recommendations to the Board with respect to the retention of investment subadvisers, the renewal of contracts, and the reorganization and merger of Portfolios, and other legal and compliance matters. The Manager takes on entrepreneurial and other risks associated with the launch of each new Portfolio and its ongoing

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operations. The Manager utilizes the Strategic Investment Research Group (SIRG), a unit of PGIM Investments, to assist the Manager in regularly evaluating and supervising the Portfolios and the subadvisers, including with respect to investment performance. SIRG is a centralized research department of PGIM Investments that is comprised of a group of highly experienced analysts. SIRG utilizes proprietary processes to analyze large quantities of industry data, both on a qualitative and quantitative level, in order to effectively oversee the Portfolios and the subadvisers. The Manager utilizes this data in directly overseeing the Portfolios and the subadvisers. SIRG provides reports to the Board and presents to the Board at special and regularly scheduled Board meetings. The Manager bears the cost of the oversight program maintained by SIRG.
In addition, the Manager generally provides all of the administrative functions necessary for the organization, operation and management of the Trust and its Portfolios. The Manager administers the Trust's corporate affairs and, in connection therewith, furnish the Trust with office facilities, together with those ordinary clerical and bookkeeping services which are not being furnished by, the Trust's custodian (the Custodian), and the Trust's transfer agent. The Manager is also responsible for the staffing and management of dedicated groups of legal, marketing, compliance and related personnel necessary for the operation of the Trust. The legal, marketing, compliance and related personnel are also responsible for the management and oversight of the various service providers to the Trust, including, but not limited to, the custodian, transfer agent, and accounting agent. The management services of the Manager to the Trust are not exclusive under the terms of the Management Agreement and the Manager is free to, and does, render management services to others.
The primary administrative services furnished by the Manager is more specifically detailed below:
furnishing of office facilities;
paying salaries of all officers and other employees of the Manager who are responsible for managing the Trust and the Portfolios;
monitoring financial and shareholder accounting services provided by the Trust’s custodian and transfer agent;
providing assistance to the service providers of the Trust and the Portfolios, including, but not limited to, the custodian, transfer agent, and accounting agent;
monitoring, together with each subadviser, each Portfolio’s compliance with its investment policies, restrictions, and with federal and state laws and regulations, including federal and state securities laws, the Internal Revenue Code and other relevant federal and state laws and regulations;
preparing and filing all required federal, state and local tax returns for the Trust and the Portfolios;
preparing and filing with the SEC on Form N-CSR the Trust’s annual and semi-annual reports to shareholders, including supervising financial printers who provide related support services;
preparing and filing with the SEC required quarterly reports of portfolio holdings on Form N-Q;
preparing and filing the Trust’s registration statement with the SEC on Form N-1A, as well as preparing and filing with the SEC supplements and other documents, as applicable;
preparing compliance, operations and other reports required to be received by the Trust’s Board and/or its committees in support of the Board’s oversight of the Trust; and
organizing the regular and any special meetings of the Board of the Trust, including the preparing Board materials and agendas, preparing minutes, and related functions.
Expenses Borne by the Manager. In connection with its management of the corporate affairs of the Trust, the Manager bear certain expenses, including, but not limited to:
the salaries and expenses of all of their and the Trust's personnel except the fees and expenses of Trustees who are not affiliated persons of the Manager or any subadviser;
all expenses incurred by the Manager or the Trust in connection with managing the ordinary course of a Trust's business, other than those assumed by the Trust as described below;
the fees, costs and expenses payable to any investment subadvisers pursuant to Subadvisory Agreements between the Manager and such investment subadvisers; and
with respect to the compliance services provided by the Manager, the cost of the Trust’s Chief Compliance Officer, the Trust’s Deputy Chief Compliance Officer, and all personnel who provide compliance services for the Trust, and all of the other costs associated with the Trust’s compliance program, which includes the management and operation of the compliance program responsible for compliance oversight of the Portfolios and the subadvisers.
Expenses Borne by the Trust. Under the terms of the Management Agreement, the Trust is responsible for the payment of Trust expenses not paid by the Manager, including:
the fees and expenses incurred by the Trust in connection with the management of the investment and reinvestment of the Trust's assets payable to the Manager;
the fees and expenses of Trustees who are not affiliated persons of the Manager or any subadviser;
the fees and certain expenses of the custodian and transfer and dividend disbursing agent, including the cost of providing records to the Manager in connection with their obligation of maintaining required records of the Trust and of pricing the Trust's shares;
the charges and expenses of the Trust's legal counsel and independent auditors;

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brokerage commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities (and futures, if applicable) transactions;
all taxes and corporate fees payable by the Trust to governmental agencies;
the fees of any trade associations of which the Trust may be a member;
the cost of share certificates representing and/or non-negotiable share deposit receipts evidencing shares of the Trust;
the cost of fidelity, directors and officers and errors and omissions insurance;
the fees and expenses involved in registering and maintaining registration of the Trust and of its shares with the SEC and paying notice filing fees under state securities laws, including the preparation and printing of the Trust's registration statements and prospectuses for such purposes;
allocable communications expenses with respect to investor services and all expenses of shareholders' and Trustees' meetings and of preparing, printing and mailing reports and notices to shareholders; and
litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business and distribution and service (12b-1) fees.
Terms of the Management Agreement . The Management Agreement provides that the Manager will not be liable for any error of judgment by PGIM Investments or for any loss suffered by the Trust in connection with the matters to which the Management Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross negligence or reckless disregard of duties. The Management Agreement provides that it will terminate automatically, if assigned (as defined in the 1940 Act), and that it may be terminated without penalty by either the Manager or the Trust by the Board or vote of a majority of the outstanding voting securities of the Trust, (as defined in the 1940 Act) upon not more than 60 days nor less than 30 days written notice. The Management Agreement will continue in effect for a period of more than two years from the date of execution only so long as such continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act.
Fees payable under the Management Agreement are computed daily and paid monthly. The Manager may from time to time waive all or a portion of its management fee and subsidize all or a portion of the operating expenses of a Portfolio. Management fee waivers and subsidies will increase a Portfolio's total return. These voluntary waivers may be terminated at any time without notice.
SEC Manager-of-Managers Order. The manager-of-managers structure operates under exemptive orders issued by the SEC. The orders permit the Manager to hire subadvisers or amend subadvisory agreements, without shareholder approval.
The most recent order imposes the following conditions:
1. Before a Portfolio may rely on the order requested in the application, the operation of the Portfolio in the manner described in the application, including the hiring of wholly-owned subadvisers, will be, or has been, approved by a majority of the Portfolio’s outstanding voting securities as defined in the 1940 Act, which in the case of a master fund will include voting instructions provided by shareholders of the feeder funds investing in such master fund or other voting arrangements that comply with section 12(d)(1)(E)(iii)(aa) of the 1940 Act (or, in the case of an insurance-related Portfolio, pursuant to the voting instructions provided by contract owners with assets allocated to any registered separate account for which the Portfolio serves as a funding medium), or, in the case of a new Portfolio whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the sole initial shareholder before offering the Portfolio’s shares to the public.
2. The prospectus for each Portfolio, and in the case of a master fund relying on the requested relief, the prospectus for each feeder fund investing in such master fund, will disclose the existence, substance and effect of any order granted pursuant to the application. Each Portfolio (and any such feeder fund) will hold itself out to the public as employing the Multi-Manager Structure described in the application. Each prospectus will prominently disclose that the Manager have the ultimate responsibility, subject to oversight by the Board, to oversee the subadvisers and recommend their hiring, termination, and replacement.
3. The Manager will provide general management services to a Portfolio, including overall supervisory responsibility for the general management and investment of the Portfolio’s assets. Subject to review and approval of the Board, the Manager will (a) set a Portfolio’s overall investment strategies, (b) evaluate, select, and recommend subadvisers to manage all or a portion of a Portfolio’s assets, and (c) implement procedures reasonably designed to ensure that subadvisers comply with a Portfolio’s investment objective, policies and restrictions. Subject to review by the Board, the Manager will (a) when appropriate, allocate and reallocate a Portfolio’s assets among subadvisers; and (b) monitor and evaluate the performance of subadvisers.
4. A Portfolio will not make any ineligible subadviser changes without the approval of the shareholders of the applicable Portfolio, which in the case of a master fund will include voting instructions provided by shareholders of the feeder fund investing in such master fund or other voting arrangements that comply with section 12(d)(1)(E)(iii)(aa) of the 1940 Act.

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5. A Portfolio will inform shareholders, and if the Portfolio is a master fund, shareholders of any feeder funds, of the hiring of a new subadviser within 90 days after the hiring of the new subadviser pursuant to the Modified Notice and Access Procedures.
6. At all times, at least a majority of the Board will be Independent Trustees, and the selection and nomination of new or additional Independent Trustees will be placed within the discretion of the then-existing Independent Trustees.
7. Independent legal counsel, as defined in rule 0-1(a)(6) under the 1940 Act, will be engaged to represent the Independent Trustees. The selection of such counsel will be within the discretion of the then-existing Independent Trustees.
8. The Manager will provide the Board, no less frequently than quarterly, with information about the profitability of the Manager on a per Portfolio basis. The information will reflect the impact on profitability of the hiring or termination of any subadviser during the applicable quarter.
9. Whenever a subadviser is hired or terminated, the Manager will provide the Board with information showing the expected impact on the profitability of the Manager.
10. Whenever a subadviser change is proposed for a Portfolio with an affiliated subadviser or a wholly-owned subadviser, the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the Board minutes, that such change is in the best interests of the Portfolio and its shareholders, and if the Portfolio is a master fund, the best interests of any applicable feeder funds and their respective shareholders, and does not involve a conflict of interest from which the Manager or the affiliated subadviser or wholly-owned subadviser derives an inappropriate advantage.
11. No Board member or officer of a Prudential investment company, a Portfolio, or a feeder fund that invests in a Portfolio that is a master fund, or director, manager or officer of the Manager, will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person) any interest in a subadviser except for (a) ownership of interests in the Manager or any entity, other than a wholly-owned subadviser, that controls, is controlled by, or is under common control with the Manager, or (b) ownership of less than 1% of the outstanding securities of any class of equity or debt of any publicly traded company that is either a subadviser or an entity that controls, is controlled by, or is under common control with, a subadviser.
12. Each Portfolio and any feeder fund that invests in a Portfolio that is a master fund will disclose an aggregate fee disclosure in its registration statement.
13. In the event the SEC adopts a rule under the 1940 Act providing substantially similar relief to that requested in the application, the requested order will expire on the effective date of that rule.
14. Any new Subadvisory Agreement or any amendment to a Portfolio’s existing Investment Management Agreement or Subadvisory Agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Portfolio will be submitted to the Portfolio’s shareholders for approval.
Potential Conflicts. Under the manager-of-managers structure, the Manager recommends the hiring and firing of subadvisers, determine the allocation of Portfolio assets among subadvisers for Portfolios with more than one subadviser, and report to the Board regarding subadviser performance. The Manager also directly manages the assets for certain Portfolio sleeves or segments.
The Manager may face potential conflicts inherent in serving as a manager-of-managers including, but not limited to: (i) an incentive to recommend that a Portfolio retain an affiliated subadviser; (ii) an incentive to recommend that a Portfolio retain a subadviser because the subadviser may provide distribution support or other services that benefit the Manager or its affiliates or because of other relationships between the subadviser or its affiliates and the Manager or its affiliates; (iii) an incentive to recommend that the Manager provide direct management of assets for certain sleeves or segments; and (iv) an incentive to allocate assets among subadvisers of a single Portfolio based on profitability or other benefit to the Manager or its affiliates.
To mitigate potential conflicts presented by these issues, the Manager utilizes the services of SIRG, a unit of PGIM Investments, which provides investment manager oversight, analysis and recommendations. SIRG provides its input to both the Manager and the Board. SIRG representatives meet with the Board in connection with its quarterly meetings and any special meetings at which subadviser recommendations are made, and the Board makes the decision as to the retention of any subadviser. For recommendations involving a new subadviser or a replacement subadviser for a single asset class Portfolio or sleeve, SIRG conducts a search of qualified subadvisers and provides a recommendation. SIRG reviews with the Board the search process, finalists and the reasons for the recommendation. SIRG’s investment analysis process is applied in the same manner to both affiliated and unaffiliated subadvisers. The

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Board makes the final decision with respect to the retention of a new or replacement subadviser. For some Portfolios, the Manager makes a recommendation for a subadviser based on the design of a Portfolio, such as a Portfolio designed in consultation with a specific subadviser. In those cases, SIRG reviews the proposed subadviser and reports to the Board regarding its assessment of the subadviser.
To the extent a subadviser’s affiliation or other business relationship with Prudential is a factor in any subadviser recommendation, the Manager discusses the relevant factors with the Board, which makes the final decision on any new or replacement subadviser. SIRG personnel are not involved in subadvisory fee negotiations.
Management Fees. The tables below set forth the applicable contractual management fee rate for the Portfolio and the management fees paid by the Manager for the Portfolio for the indicated fiscal years.
Management Fee Rates (effective January 2, 2018 and thereafter)  
Portfolio Contractual Fee Rate
AST Bond Portfolio 2029* 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
*The current contractual investment management fee for each of the AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio 2020, AST Bond Portfolio 2021, AST Bond Portfolio 2022, AST Bond Portfolio 2023, AST Bond Portfolio 2024, AST Bond Portfolio 2025, AST Bond Portfolio 2026, AST Bond Portfolio 2027, AST Bond Portfolio 2028, AST Bond Portfolio 2029 and AST Investment Grade Bond Portfolio is subject to certain breakpoints. The assets of each of these Portfolios will be aggregated for purposes of determining the fee rate applicable to each Portfolio.
Management Fees Paid by the Portfolio      
Portfolio 2017 2016 2015
AST Bond Portfolio 2029 N/A N/A N/A
FEE WAIVERS/SUBSIDIES. PGIM Investments may from time to time waive all or a portion of its management fee and/or subsidize all or a portion of the operating expenses of the Portfolio. Fee waivers and subsidies will increase the Portfolio's return.
PGIM Investments has agreed to waive a portion of its management fee and/or limit total expenses (expressed as an annual percentage of average daily net assets) for certain Portfolios of the Trust, as set forth in the table below.
Fee Waivers & Expense Limitations  
Portfolio Fee Waiver and/or Expense Limitation
AST Bond Portfolio 2029 The Manager has contractually agreed to waive a portion of its investment management fee and/or reimburse certain expenses of the Portfolio so that the Portfolio’s investment management fee plus other expenses (exclusive in all cases of taxes, including stamp duty tax paid on foreign securities transactions, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 0.93% of the Portfolio’s average daily net assets through June 30, 2019. This arrangement may not be terminated or modified prior to June 30, 2019 without the prior approval of the Trust’s Board of Trustees. Expenses waived/reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such waiver/reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.
SUBADVISER. The Manager has entered into a subadvisory agreement with the subadviser named in the table appearing below. The subadvisory agreement provides that the subadviser will furnish investment advisory services in connection with the management of the Portfolio. In connection therewith, the subadviser is obligated to keep certain books and records of the Trust. Under the subadvisory agreement, the subadviser, subject to the supervision of the Manager, is responsible for managing the assets of the Portfolio in accordance with the Portfolio's investment objectives, investment program and policies. The subadviser determines what securities and other instruments are purchased and sold for the Portfolio and are responsible for obtaining and evaluating financial data relevant to the Portfolio. The Manager continues to have responsibility for all investment advisory services pursuant to the Management Agreement and supervises the subadviser’s performance of such services.
Pursuant to the subadvisory agreement, the Manager pays the subadviser a fee. The tables below set forth the current fee rates and fees paid by the Manager to the subadviser for the three most recent fiscal years. The fee rates represent the fees as a percentage of average daily net assets.

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As discussed in the Prospectus, the Manager employs the subadviser under a “manager of managers” structure that allows the Manager to replace the subadviser or amend a subadvisory agreement without seeking shareholder approval. The Manager is authorized to select (with approval of the Board's independent trustees) one or more subadvisers to handle the actual day-to-day investment management of the Portfolio. The Manager monitors the subadviser's performance through quantitative and qualitative analysis and periodically report to the Board as to whether the subadviser's agreement should be renewed, terminated or modified. It is possible that the Manager will continue to be satisfied with the performance record of the existing subadvisers and not recommend any additional subadvisers. The Manager is also responsible for allocating assets among the subadvisers if the Portfolio has more than one subadviser. In those circumstances, the allocation for each subadviser can range from 0% to 100% of the Portfolio's assets, and the Manager can change the allocations without Board or shareholder approval. The Manager will review the allocations periodically and may adjust them without prior notice. The annual update to the Trust's prospectus will reflect these adjustments. Shareholders will be notified of any new subadvisers or materially amended subadvisory agreements.
Portfolio Subadviser and Fee Rates    
Portfolio Subadviser Fee Rate*
AST Bond Portfolio 2029 PGIM Fixed Income* 0.15% of average daily net assets to $500 million;
0.14% on next $1.5 billion of average daily net assets;
0.12% over $2 billion of average daily net assets
* The combined average daily net assets of the AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio 2020, AST Bond Portfolio 2021, AST Bond Portfolio 2022, AST Bond Portfolio 2023, AST Bond Portfolio 2024, AST Bond Portfolio 2025, AST Bond Portfolio 2026, AST Bond Portfolio 2027, AST Bond Portfolio 2028, AST Bond Portfolio 2029 and the AST Investment Grade Bond Portfolio will include the assets of future portfolios of the Trust that are subadvised by PGIM Fixed Income pursuant to target maturity or constant duration investment strategies that are used in connection with non-discretionary asset transfers under certain living benefit programs.
Subadvisory Fees Paid by PGIM Investments        
Portfolio Subadviser 2017 2016 2015
AST Bond Portfolio 2029 PGIM Fixed Income N/A N/A N/A
PORTFOLIO MANAGERS: OTHER ACCOUNTS
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGERS Other Accounts and Portfolio Ownership. The following table sets forth information about the Portfolio and accounts other than the Portfolio for which the Portfolio's portfolio managers (the Portfolio Managers) are primarily responsible for day-to-day portfolio management as of the Trust's most recently completed fiscal year, unless otherwise noted. The table shows, for each portfolio manager, the number of accounts managed and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts whose fees are based on performance is indicated in italics typeface. The tables also set forth the dollar range of equity securities of the Portfolio of the Trust beneficially owned by the Portfolio Managers as of the Trust's most recently completed fiscal year, unless otherwise noted.
AST Bond Portfolio 2029
Subadviser Portfolio Managers Registered Investment
Companies*
Other Pooled Investment
Vehicles*
Other Accounts* Ownership of Fund
Securities*
PGIM Fixed Income Richard Piccirillo 39/$56,494,827,623 27/$13,166,574,801
2/$0
135/$54,788,561,855 None
  Malcolm Dalrymple 33/$27,885,914,729 19/$3,726,375,505 79/$22,355,621,994
1/$101,313,674
None
  Erik Schiller, CFA 38/$13,522,190,037 27/$10,254,128,867
2/$760,110,169
148/$39,564,356,283
6/$(187,502,808)
None
  David Del Vecchio 32/$27,862,172,770 19/$3,726,375,505 79/$22,355,621,994
1/$101,313,674
None
*Information provided as of October 31, 2017.
PORTFOLIO MANAGERS: COMPENSATION & CONFLICTS POLICIES
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGERS—COMPENSATION AND CONFLICTS OF INTEREST. Set forth below, for each portfolio manager, is an explanation of the structure of and method(s) used by each subadviser to determine, portfolio manager compensation. Also set forth below, for each portfolio manager, is an explanation of any material conflicts of interest that may arise between a portfolio manager's management of the Portfolio's investments and investments in other accounts.

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PGIM INVESTMENTS LLC
PORTFOLIO MANAGER COMPENSATION. Prudential provides compensation opportunities to eligible employees to motivate and reward the achievement of outstanding results by providing market-based programs that:
Attract and reward highly qualified employees
Align with critical business goals and objectives
Link to the performance results relevant to the business segment and Prudential
Retain top performers
Pay for results and differentiate levels of performance
Foster behaviors and contributions that promote Prudential's success
The components of compensation for a Vice President in PGIM Investments consists of base salary, annual incentive compensation and long term incentive compensation.
Base Pay Overview: The Prudential compensation structure is organized in grades, each with its own minimum and maximum base pay (i.e., salary). The grades reflect pay patterns in the market. Each job in the plan—from CEO through an entry-level job—is included in one of the grades. The main determinant of placement in the base pay structure is market data. On an annual basis, Corporate Compensation collects and analyzes market data to determine if any change to the placement of job in the structure is necessary to maintain market competitiveness. If necessary, structural compensation changes (e.g., increases to base pay minimum and maximums) will be effective on the plan's effective date for base pay increases.
Annual Incentive Compensation Overview: The plan provides an opportunity for all participants to share in the annual results of Prudential, as well as the results of their division or profit center. Results are reviewed and incentive payments are made as early as practicable after the close of the plan year. Incentive payments are awarded based on organizational performance—which determines the available dollar amounts—and individual performance. Individual performance will be evaluated on the basis of contributions relative to others in the organization. Incentive payments are granted from a budgeted amount of money that is made available by the Company. Initial budgets are developed by determining the competitive market rates for incentives as compared to our comparator companies. Each organization's budget pool may be increased or decreased based on organizational performance. Organizational performance is determined by a review of performance relative to our comparator group, as well as key measures indicated in our business plan, such as Return on Required Equity (RORE), earnings and revenue growth.
Long Term Incentive Compensation Overview: In addition, executives at the Vice President level and above are eligible to participate in a long term incentive program to provide an ownership stake in Prudential Financial. Long-Term incentives currently consist of restricted stock and stock options. The stock options vest  1 3 per year over 3 years and the restricted stock vests 100% at the end of 3 years.
CONFLICTS OF INTEREST. PGIM Investments follows Prudential Financial's policies on business ethics, personal securities trading by investment personnel, and information barriers and has adopted a code of ethics, allocation policies, supervisory procedures and conflicts of interest policies, among other policies and procedures, which are designed to ensure that clients are not harmed by these potential or actual conflicts of interests; however, there is no guarantee that such policies and procedures will detect and ensure avoidance, disclosure or mitigation of each and every situation in which a conflict may arise.
PGIM, Inc. (PGIM).
COMPENSATION . The base salary of an investment professional in the PGIM Fixed Income unit of PGIM is based on market data relative to similar positions as well as the past performance, years of experience and scope of responsibility of the individual. Incentive compensation, including the annual cash bonus, the long-term equity grant and grants under PGIM Fixed Income’s long-term incentive plans, is primarily based on such person’s contribution to PGIM Fixed Income’s goal of providing investment performance to clients consistent with portfolio objectives, guidelines and risk parameters and market-based data such as compensation trends and levels of overall compensation for similar positions in the asset management industry. In addition, an investment professional’s qualitative contributions to the organization and its commercial success are considered in determining incentive compensation. Incentive compensation is not solely based on the performance of, or value of assets in, any single account or group of client accounts.
An investment professional’s annual cash bonus is paid from an annual incentive pool. The pool is developed as a percentage of PGIM Fixed Income’s operating income and the percentage used to calculate the pool may be refined by factors such as:
business initiatives;
the number of investment professionals receiving a bonus and related peer group compensation;
financial metrics of the business relative to those of appropriate peer groups; and

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investment performance of portfolios: (i) relative to appropriate peer groups; and/or (ii) as measured against relevant investment indices.
Long-term compensation consists of Prudential Financial, Inc. restricted stock and grants under the long-term incentive plan and targeted long-term incentive plan. Grants under the long-term incentive plan and targeted long-term incentive plan are participation interests in notional accounts with a beginning value of a specified dollar amount. For the long-term incentive plan, the value attributed to these notional accounts increases or decreases over a defined period of time based, in part, on the performance of investment composites representing a number of PGIM Fixed Income’s investment strategies. With respect to targeted long-term incentive awards, the value attributed to the notional accounts increases or decreases over a defined period of time based on the performance of either (i) a long-short investment composite or (ii) a commingled investment vehicle. An investment composite is an aggregation of accounts with similar investment strategies. The long-term incentive plan is designed to more closely align compensation with investment performance and the growth of PGIM Fixed Income’s business. In addition, the targeted long-term incentive plan is designed to align the interests of certain of PGIM Fixed Income’s investment professionals with the performance of a particular long-short composite or commingled investment vehicle. The chief investment officer/head of PGIM Fixed Income also receives (i) performance shares which represent the right to receive shares of Prudential Financial, Inc. common stock conditioned upon, and subject to, the achievement of specified financial performance goals by Prudential Financial, Inc.; (ii) book value units which track the book value per share of Prudential Financial, Inc.; and (iii) Prudential Financial, Inc. stock options. Each of the restricted stock, long-term incentive plan grants, performance shares and book value units and stock options is subject to vesting requirements.
CONFLICTS OF INTEREST. Like other investment advisers, PGIM Fixed Income is subject to various conflicts of interest in the ordinary course of its business. PGIM Fixed Income strives to identify potential risks, including conflicts of interest, that are inherent in its business, and conducts annual conflict of interest reviews. When actual or potential conflicts of interest are identified, PGIM Fixed Income seeks to address such conflicts through one or more of the following methods:
elimination of the conflict;
disclosure of the conflict; or
management of the conflict through the adoption of appropriate policies, procedures or other mitigants.
PGIM Fixed Income follows the policies of Prudential Financial, Inc. on business ethics, personal securities trading by investment personnel, and information barriers. PGIM Fixed Income has adopted a code of ethics, allocation policies and conflicts of interest policies, among others, and has adopted supervisory procedures to monitor compliance with its policies. PGIM Fixed Income cannot guarantee, however, that its policies and procedures will detect and prevent, or result in the disclosure of, each and every situation in which a conflict may arise.
Side-by-Side Management of Accounts and Related Conflicts of Interest. PGIM Fixed Income’s side-by-side management of multiple accounts can create conflicts of interest. Examples are detailed below, followed by a discussion of how PGIM Fixed Income addresses these conflicts.
Performance Fees - PGIM Fixed Income manages accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management may be deemed to create an incentive for PGIM Fixed Income and its investment professionals to favor one account over another. Specifically, PGIM Fixed Income or its affiliates could be considered to have the incentive to favor accounts for which PGIM Fixed Income or an affiliate receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees.
Affiliated accounts - PGIM Fixed Income manages accounts on behalf of its affiliates as well as unaffiliated accounts. PGIM Fixed Income could be considered to have an incentive to favor accounts of affiliates over others.
Large accounts - large accounts typically generate more revenue than do smaller accounts and certain of PGIM Fixed Income’s strategies have higher fees than others. As a result, a portfolio manager could be considered to have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for PGIM Fixed Income.
Long only and long/short accounts - PGIM Fixed Income manages accounts that only allow it to hold securities long as well as accounts that permit short selling. PGIM Fixed Income may, therefore, sell a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. In addition, purchases for long only accounts could have a negative impact on the short positions.
Securities of the same kind or class - PGIM Fixed Income sometimes buys or sells for one client account securities of the same kind or class that are purchased or sold for another client at prices that may be different. PGIM Fixed Income may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account due to differences in investment strategy or client direction. Different strategies trading in the same securities or types of securities may appear as inconsistencies in PGIM Fixed Income’s management of multiple accounts side-by-side.
Financial interests of investment professionals - PGIM Fixed Income investment professionals may invest in certain investment vehicles that it manages, including mutual funds and private funds. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by Prudential Financial, Inc. In addition, the value of grants under PGIM Fixed

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  Income’s long-term incentive plan and targeted long-term incentive plan is affected by the performance of certain client accounts. As a result, PGIM Fixed Income investment professionals may have financial interests in accounts managed by PGIM Fixed Income or that are related to the performance of certain client accounts.
Non-discretionary accounts - PGIM Fixed Income provides non-discretionary investment advice to some clients and manages others on a discretionary basis. Trades in non-discretionary accounts could occur before, in concert with, or after PGIM Fixed Income executes similar trades in its discretionary accounts. The non-discretionary clients may be disadvantaged if PGIM Fixed Income delivers investment advice to them after it initiates trading for the discretionary clients, or vice versa.
How PGIM Fixed Income Addresses These Conflicts of Interest. PGIM Fixed Income has developed policies and procedures designed to address the conflicts of interest with respect to its different types of side-by-side management described above.
The chief investment officer/head of PGIM Fixed Income periodically reviews and compares performance and performance attribution for each client account within its various strategies during meetings typically attended by members of PGIM Fixed Income’s senior leadership team, chief compliance officer or his designee, and senior portfolio managers.
In keeping with PGIM Fixed Income’s fiduciary obligations, its policy with respect to trade aggregation and allocation is to treat all of its accounts fairly and equitably over time. PGIM Fixed Income’s trade management oversight committee, which generally meets quarterly, is responsible for providing oversight with respect to trade aggregation and allocation. Its compliance group periodically reviews a sampling of new issue allocations and related documentation to confirm compliance with the trade aggregation and allocation procedures. In addition, the compliance and investment risk management groups review forensic reports regarding new issue and secondary trade activity on a quarterly basis. This forensic analysis includes such data as the: (i) number of new issues allocated in the strategy; (ii) size of new issue allocations to each portfolio in the strategy; (iii) profitability of new issue transactions; and (iv) portfolio turnover. The results of these analyses are reviewed and discussed at PGIM Fixed Income’s trade management oversight committee meetings. The procedures above are designed to detect patterns and anomalies in PGIM Fixed Income’s side-by-side management and trading so that it may assess and improve its processes.
PGIM Fixed Income has procedures that specifically address its side-by-side management of long/short and long only portfolios. These procedures address potential conflicts that could arise from differing positions between long/short and long only portfolios. In addition, lending opportunities with respect to securities for which the market is demanding a slight premium rate over normal market rates are allocated to long only accounts prior to allocating the opportunities to long/short accounts.
Conflicts Related to PGIM Fixed Income’s Affiliations. As an indirect wholly-owned subsidiary of Prudential Financial, Inc., PGIM Fixed Income is part of a diversified, global financial services organization. PGIM Fixed Income is affiliated with many types of U.S. and non-U.S. financial service providers, including insurance companies, broker-dealers, commodity trading advisors, commodity pool operators and other investment advisers. Some of its employees are officers of some of these affiliates.
Conflicts Arising Out of Legal Restrictions . PGIM Fixed Income may be restricted by law, regulation, contract or other constraints as to how much, if any, of a particular security it may purchase or sell on behalf of a client, and as to the timing of such purchase or sale. Sometimes these restrictions apply as a result of its relationship with Prudential Financial, Inc. and its other affiliates. For example, PGIM Fixed Income does not purchase securities issued by Prudential Financial, Inc. for client accounts. In addition, PGIM Fixed Income’s holdings of a security on behalf of its clients are required, under some SEC rules, to be aggregated with the holdings of that security by other Prudential Financial, Inc. affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds. Prudential Financial, Inc. tracks these aggregated holdings and may restrict purchases to avoid exceeding these thresholds because of the potential consequences to Prudential Financial, Inc. if such thresholds are exceeded. In addition, PGIM Fixed Income could receive material, non-public information with respect to a particular issuer and, as a result, be unable to execute transactions in securities of that issuer for its clients. For example, PGIM Fixed Income’s bank loan team often invests in private bank loans in connection with which the borrower provides material, non-public information, resulting in restrictions on trading securities issued by those borrowers. PGIM Fixed Income has procedures in place to carefully consider whether to intentionally accept material, non-public information with respect to certain issuers. PGIM Fixed Income is generally able to avoid receiving material, non-public information from its affiliates and other units within PGIM by maintaining information barriers. In some instances, it may create an isolated information barrier around a small number of its employees so that material, non-public information received by such employees is not attributed to the rest of PGIM Fixed Income.
Conflicts Related to Outside Business Activity . From time to time, certain of PGIM Fixed Income employees or officers may engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval pursuant to PGIM Fixed Income’s personal conflicts of interest and outside business activities policy. Actual and potential conflicts of interest are analyzed during such approval process. PGIM Fixed Income could be restricted in trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activity, obtains material, non-public information regarding an issuer.
Conflicts Related to Investment of Client Assets in Affiliated Funds . PGIM Fixed Income may invest client assets in funds that it manages or subadvises for an affiliate. PGIM Fixed Income may also invest cash collateral from securities lending transactions in these funds. These investments benefit both PGIM Fixed Income and its affiliate.
PICA General Account . Because of the substantial size of the general account of The Prudential Insurance Company of America (PICA), trading by PICA’s general account, including PGIM Fixed Income’s trades on behalf of the account, may affect market prices.

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  Although PGIM Fixed Income does not expect that PICA’s general account will execute transactions that will move a market frequently, and generally only in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients.
Conflicts Related to Co-investment by Affiliates
PGIM Fixed Income affiliates may provide initial funding or otherwise invest in vehicles it manages. When an affiliate provides “seed capital” or other capital for a fund, it may do so with the intention of redeeming all or part of its interest at a future point in time or when it deems that sufficient additional capital has been invested in that fund.
The timing of a redemption by an affiliate could benefit the affiliate. For example, the fund may be more liquid at the time of the affiliate’s redemption than it is at times when other investors may wish to withdraw all or part of their interests.
In addition, a consequence of any withdrawal of a significant amount, including by an affiliate, is that investors remaining in the fund will bear a proportionately higher share of fund expenses following the redemption.
PGIM Fixed Income could also face a conflict if the interests of an affiliated investor in a fund it manages diverge from those of the fund or other investors. For example, PGIM Fixed Income affiliates, from time to time, hedge some or all of the risks associated with their investments in certain funds PGIM Fixed Income manages. PGIM Fixed Income may provide assistance in connection with this hedging activity.
PGIM Fixed Income believes that these conflicts are mitigated by its allocation policies and procedures, its supervisory review of accounts and its procedures with respect to side-by-side management of long only and long-short accounts.
Conflicts Arising Out of Industry Activities
PGIM Fixed Income and its affiliates have service agreements with various vendors that are also investment consultants. Under these agreements, PGIM Fixed Income or its affiliates compensate the vendors for certain services, including software, market data and technology services. PGIM Fixed Income’s clients may also retain these vendors as investment consultants. The existence of these service agreements may provide an incentive for the investment consultants to favor PGIM Fixed Income when they advise their clients. PGIM Fixed Income does not, however, condition its purchase of services from consultants upon their recommending PGIM Fixed Income to their clients. PGIM Fixed Income will provide clients with information about services that it obtains from these consultants upon request.
PGIM Fixed Income retains third party advisors and other service providers to provide various services for PGIM Fixed Income as well as for funds that PGIM Fixed Income manages or subadvises. A service provider may provide services to PGIM Fixed Income or one of PGIM Fixed Income’s funds while also providing services to other PGIM units, other PGIM-advised funds, or affiliates of PGIM, and may negotiate rates in the context of the overall relationship. PGIM Fixed Income may benefit from negotiated fee rates offered to its funds and vice versa. There is no assurance, however, that PGIM Fixed Income will be able to obtain advantageous fee rates from a given service provider negotiated by its affiliates based on their relationship with the service provider, or that PGIM Fixed Income will know of such negotiated fee rates.
Conflicts Related to Securities Holdings and Other Financial Interests
Prudential Financial, PICA, PGIM Fixed Income and other affiliates of PGIM at times have financial interests in, or relationships with, companies whose securities PGIM Fixed Income holds, purchases or sells in its client accounts. Certain of these interests and relationships are material to PGIM Fixed Income or to the Prudential enterprise. At any time, these interests and relationships could be inconsistent or in potential or actual conflict with positions held or actions taken by us on behalf of PGIM Fixed Income’s client accounts. For example:
PGIM Fixed Income invests in the securities of one or more clients for the accounts of other clients.
PGIM Fixed Income’s affiliates sell various products and/or services to certain companies whose securities we purchase and sell for PGIM Fixed Income clients.
PGIM Fixed Income invests in the debt securities of companies whose equity is held by its affiliates.
PGIM Fixed Income’s affiliates hold public and private debt and equity securities of a large number of issuers and may invest in some of the same companies as other client accounts but at different levels in the capital structure. For example:
Affiliated accounts can hold the senior debt of an issuer whose subordinated debt is held by PGIM Fixed Income’s clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts. In the event of restructuring or insolvency, the affiliated accounts as holders of senior debt may exercise remedies and take other actions that are not in the interest of, or are adverse to, other clients that are the holders of junior debt.

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To the extent permitted by applicable law, PGIM Fixed Income may also invest client assets in offerings of securities the proceeds of which are used to repay debt obligations held in affiliated accounts or other client accounts. PGIM Fixed Income’s interest in having the debt repaid creates a conflict of interest. PGIM Fixed Income has adopted a refinancing policy to address this conflict.
Certain of PGIM Fixed Income’s affiliates (as well as directors or officers of its affiliates) are officers or directors of issuers in which PGIM Fixed Income invests from time to time. These issuers may also be service providers to PGIM Fixed Income or its affiliates.
In addition, PGIM Fixed Income may invest client assets in securities backed by commercial mortgage loans that were originated or are serviced by an affiliate.
In general, conflicts related to the financial interests described above are addressed by the fact that PGIM Fixed Income makes investment decisions for each client independently considering the best economic interests of such client.
Conflicts Related to the Offer and Sale of Securities. Certain of PGIM Fixed Income’s employees may offer and sell securities of, and interests in, commingled funds that it manages or subadvises. There is an incentive for PGIM Fixed Income’s employees to offer these securities to investors regardless of whether the investment is appropriate for such investor since increased assets in these vehicles will result in increased advisory fees to it. In addition, such sales could result in increased compensation to the employee.
Conflicts Related to Long-Term Compensation. The performance of many client accounts is not reflected in the calculation of changes in the value of participation interests under PGIM Fixed Income’s long-term incentive plan. This may be because the composite representing the strategy in which the account is managed is not one of the composites included in the calculation or because the account is excluded from a specified composite due to guideline restrictions or other factors. In addition, the performance of only a small number of our investment strategies is covered under PGIM Fixed Income’s targeted long-term incentive plan. As a result of the long-term incentive plan and targeted long-term incentive plan, PGIM Fixed Income’s portfolio managers from time to time have financial interests related to the investment performance of some, but not all, of the accounts they manage. To address potential conflicts related to these financial interests, PGIM Fixed Income has procedures, including trade allocation and supervisory review procedures, designed to confirm that each of its client accounts is managed in a manner that is consistent with PGIM Fixed Income’s fiduciary obligations, as well as with the account’s investment objectives, investment strategies and restrictions. For example, PGIM Fixed Income’s chief investment officer/head reviews performance among similarly managed accounts on a quarterly basis during meetings typically attended by members of PGIM Fixed Income’s senior leadership team, chief compliance officer or his designee, and senior portfolio managers.
Conflicts Related to Trading – Personal Trading by Employees. Personal trading by PGIM Fixed Income employees creates a conflict when they are trading the same securities or types of securities as PGIM Fixed Income trades on behalf of its clients. This conflict is mitigated by PGIM Fixed Income’s personal trading standards and procedures.
In general, conflicts related to the securities holdings and financial interests described above are addressed by the fact that PGIM Fixed Income makes investment decisions for each client independently considering the best economic interests of such client.
Conflicts Related to Valuation and Fees. When client accounts hold illiquid or difficult to value investments, PGIM Fixed Income faces a conflict of interest when making recommendations regarding the value of such investments since its management fees are generally based on the value of assets under management. PGIM Fixed Income believes that its valuation policies and procedures mitigate this conflict effectively and enable it to value client assets fairly and in a manner that is consistent with the client’s best interests. In addition, single client account clients often calculate fees based on the valuation of assets provided by their custodian or administrator.
Conflicts Related to Securities Lending Fees. When PGIM Fixed Income manages a client account and also serves as securities lending agent for the account, it could be considered to have the incentive to invest in securities that would yield higher securities lending rates.
OTHER SERVICE PROVIDERS
CUSTODIAN. The Bank of New York Mellon Corp., 225 Liberty Street, New York, New York 10286, serves as Custodian for the Trust's portfolio securities and cash, and in that capacity, maintains certain financial accounting books and records pursuant to an agreement with the Trust. Subcustodians provide custodial services for any foreign assets held outside the United States.
TRANSFER AGENT AND SHAREHOLDER SERVICING AGENT. Prudential Mutual Fund Services LLC (PMFS), 655 Broad Street, Newark, New Jersey 07102, serves as the transfer and dividend disbursing agent of the Trust. PMFS is an affiliate of PGIM Investments. PMFS provides customary transfer agency services to the Trust, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, the payment of dividends and distributions, and related

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functions. For these services, PMFS receives compensation from the Trust and is reimbursed for its transfer agent expenses which include an annual fee per shareholder account, a monthly inactive account fee per shareholder account and its out-of-pocket expenses; including but not limited to postage, stationery, printing, allocable communication expenses and other costs.
BNY Mellon Asset Servicing (U.S.) Inc. (BNYAS) serves as sub-transfer agent to the Trust. PMFS has contracted with BNYAS, 301 Bellevue Parkway, Wilmington, Delaware 19809, to provide certain administrative functions to the Transfer Agent. PMFS will compensate BNYAS for such services.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. KPMG LLP, 345 Park Avenue, New York, New York 10154, served as the Trust's independent registered public accounting firm for the five fiscal years ended December 31, 2016, and in that capacity will audit the annual financial statements for the Trust for the next fiscal year.
SECURITIES LENDING AGENT. Goldman Sachs Bank USA, doing business as Goldman Sachs Agency Lending (GSAL), serves as the securities lending agent for the Trust, and in that role administers the Portfolio’s securities lending program. Because the Portfolio is new, it has not paid GSAL any amount as securities lending agent for the Portfolio, and GSAL has not provided any securities lending service to the Portfolio.
DISTRIBUTOR. The Trust has distribution arrangements with PAD, pursuant to which PAD serves as the distributor for the shares of the Portfolio. PAD is an affiliate of the Manager.
The Trust’s distribution agreement with respect to the Trust and the Portfolio (Distribution Agreement) has been approved by the Board, including a majority of the Independent Trustees, with respect to the Portfolio. The Distribution Agreement will remain in effect from year to year provided that the Distribution Agreement’s continuance is approved annually by (i) a majority of the Independent Trustees who are not parties to the agreement and, if applicable, who have no direct or indirect financial interest in the operation of the Shareholder Services and Distribution Plan (the 12b-1Plan) or any such related agreement, by a vote cast in person at a meeting called for the purpose of voting on such Agreements and (ii) either by a vote of a majority of the Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust, as applicable.
The Trust has adopted the 12b-1Plan in the manner prescribed under Rule 12b-1 under the 1940 Act. Under the 12b-1Plan, the Portfolio is authorized to pay PAD an annual shareholder services and distribution fee of 0.25% of the Portfolio’s average daily net assets.
The shareholder services and distribution fee paid by the Portfolio to PAD is intended to compensate PAD and its affiliates for various administrative services, including but not limited to the filing, printing and delivery of the Trust’s prospectus and statement of additional information, annual and semi-annual shareholder reports, and other required regulatory documents, responding to shareholder questions and inquiries relating to the Portfolio, and related functions and services. In addition, pursuant to the 12b-1Plan, the fee is intended to compensate PAD and its affiliates for various services rendered and expenses incurred in connection with activities intended to result in the sale or servicing of the shares of the Portfolio. These activities include, but are not limited to, the following:
printing and mailing of prospectuses, statements of additional information, supplements, proxy statement materials, and annual and semi-annual reports for current owners of variable life or variable annuity contracts indirectly investing in the shares (the Contracts);
reconciling and balancing separate account investments in the Portfolio;
reconciling and providing notice to the Trust of net cash flow and cash requirements for net redemption orders;
confirming transactions;
providing Contract owner services related to investments in the Portfolio, including assisting the Trust with proxy solicitations, including providing solicitation and tabulation services, and investigating and responding to inquiries from Contract owners that relate to the Portfolio;
providing periodic reports to the Trust and regarding the Portfolio to third-party reporting services;
paying compensation to and expenses, including overhead, of employees of PAD and other broker-dealers and financial intermediaries that engage in the distribution of the shares including, but not limited to, commissions, service fees and marketing fees;
printing and mailing of prospectuses, statements of additional information, supplements and annual and semi-annual reports for prospective Contract owners;
paying expenses relating to the development, preparation, printing and mailing of advertisements, sales literature, and other promotional materials describing and/or relating to the Portfolio;
paying expenses of holding seminars and sales meetings designed to promote the distribution of the shares;
paying expenses of obtaining information and providing explanations to Contract owners regarding investment objectives, policies, performance and other information about the Trust and the Portfolio;
paying expenses of training sales personnel regarding the Portfolio; and

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providing other services and bearing other expenses for the benefit of the Portfolio, including activities primarily intended to result in the sale of shares of the Trust.
The 12b-1Plan is of a type known as a “compensation” plan because payments are made for services rendered to the covered portfolios of the Trust regardless of the level of actual expenditures by PAD. However, as part of their oversight of the operations of the Trust and the 12b-1Plan, the Trustees consider and examine all payments made to PAD and all expenditures by PAD for purposes of reviewing operations under the 12b-1Plan. As required under Rule 12b-1, the 12b-1Plan provides that PAD and any other person(s) authorized to direct the disposition of monies paid or payable by the Portfolio pursuant to the 12b-1Plan or any related agreement will provide to the Board, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. Fees payable to PAD under the 12b-1Plan are accrued daily and paid bi-weekly.
The 12b-1Plan and any related agreement will continue in effect, with respect to the Portfolio, for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of (a) the Board and (b) the Trust’s Independent Trustees, cast in person at a meeting called for the purpose of voting on the 12b-1Plan or such agreement, as applicable. In addition, the 12b-1Plan and any related agreement may be terminated at any time with respect to the Portfolio by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities representing the shares of the Portfolio. The 12b-1Plan may not be amended to increase materially the amount of distribution and shareholder service fees permissible with respect to the Portfolio until it has been approved by the Board and by a vote of at least a majority of the outstanding voting securities representing the shares of the Portfolio.
Because the Portfolio is new, it has not paid PAD any amounts pursuant to the 12b-1 Plan.
PORTFOLIO TRANSACTIONS & BROKERAGE
The Trust has adopted a policy pursuant to which the Trust and its Manager, Subadvisers, and principal underwriter are prohibited from directly or indirectly compensating a broker-dealer for promoting or selling Trust shares by directing brokerage transactions to that broker. The Trust has adopted procedures for the purpose of deterring and detecting any violations of the policy. The policy permits the Trust, the Manager, and the Subadvisers to use selling brokers to execute transactions in portfolio securities so long as the selection of such selling brokers is the result of a decision that executing such transactions is in the best interest of the Trust and is not influenced by considerations about the sale of Portfolio shares.
The Manager is responsible for decisions to buy and sell securities, futures contracts and options on such securities and futures for the Trust, the selection of brokers, dealers and futures commission merchants to effect the transactions and the negotiation of brokerage commissions, if any. On a national securities exchange, broker-dealers may receive negotiated brokerage commissions on Trust portfolio transactions, including options, futures, and options on futures transactions and the purchase and sale of underlying securities upon the exercise of options. On a foreign securities exchange, commissions may be fixed. For purposes of this section, the term “Manager” includes the investment subadvisers. Orders may be directed to any broker or futures commission merchant including, to the extent and in the manner permitted by applicable laws, affiliates of the Manager and/or subadvisers (an affiliated broker). Brokerage commissions on US securities, options and futures exchanges or boards of trade are subject to negotiation between the Manager and the broker or futures commission merchant.
In the over-the-counter market, securities are generally traded on a “net” basis with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price which includes an amount of compensation to the underwriter, generally referred to as the underwriter's concession or discount. On occasion, certain money market instruments and US government agency securities may be purchased directly from the issuer, in which case no commissions or discounts are paid. The Trust will not deal with an affiliated broker in any transaction in which an affiliated broker acts as principal except in accordance with the rules of the SEC.
In placing orders for portfolio securities of the Trust, the Manager's overriding objective is to obtain the best possible combination of favorable price and efficient execution. The Manager seeks to effect such transaction at a price and commission that provides the most favorable total cost of proceeds reasonably attainable in the circumstances. The factors that the Manager may consider in selecting a particular broker, dealer or futures commission merchant (firms) are the Manager's knowledge of negotiated commission rates currently available and other current transaction costs; the nature of the portfolio transaction; the size of the transaction; the desired timing of the trade; the activity existing and expected in the market for the particular transaction; confidentiality; the execution, clearance and settlement capabilities of the firms; the availability of research and research related services provided through such firms; the Manager's knowledge of the financial stability of the firms; the Manager's knowledge of actual or apparent operational problems of firms; and the amount of capital, if any, that would be contributed by firms executing the transaction. Given these factors, the Trust may pay transaction costs in excess of that which another firm might have charged for effecting the same transaction.

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When the Manager selects a firm that executes orders or is a party to portfolio transactions, relevant factors taken into consideration are whether that firm has furnished research and research-related products and/or services, such as research reports, research compilations, statistical and economic data, computer data bases, quotation equipment and services, research-oriented computer software, hardware and services, reports concerning the performance of accounts, valuations of securities, investment related periodicals, investment seminars and other economic services and consultations. Such services are used in connection with some or all of the Manager's investment activities; some of such services, obtained in connection with the execution of transactions for one investment account, may be used in managing other accounts, and not all of these services may be used in connection with the Trust. The Manager maintains an internal allocation procedure to identify those firms who have provided it with research and research-related products and/or services, and the amount that was provided, and to endeavor to direct sufficient commissions to them to ensure the continued receipt of those services that the Manager believes provide a benefit to the Trust and its other clients. The Manager makes a good faith determination that the research and/or service is reasonable in light of the type of service provided and the price and execution of the related portfolio transactions.
When the Manager deems the purchase or sale of equities to be in the best interests of the Trust or its other clients, including Prudential, the Manager may, but is under no obligation to, aggregate the transactions in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the transactions, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be most equitable and consistent with its fiduciary obligations to its clients. The allocation of orders among firms and the commission rates paid are reviewed periodically by the Trust's Board. Portfolio securities may not be purchased from any underwriting or selling syndicate of which any affiliated broker, during the existence of the syndicate, is a principal underwriter (as defined in the 1940 Act), except in accordance with rules of the SEC. This limitation, in the opinion of the Trust, will not significantly affect the Trust's ability to pursue its present investment objective. However, in the future in other circumstances, the Trust may be at a disadvantage because of this limitation in comparison to other Trusts with similar objectives but not subject to such limitations.
Subject to the above considerations, an affiliated broker may act as a broker or futures commission merchant for the Trust. In order for an affiliated broker to effect any portfolio transactions for the Trust, the commissions, fees or other remuneration received by the affiliated broker must be reasonable and fair compared to the commissions, fees or other remuneration paid to other firms in connection with comparable transactions involving similar securities or futures being purchased or sold on an exchange or board of trade during a comparable period of time. This standard would allow the affiliated broker to receive no more than the remuneration which would be expected to be received by an unaffiliated firm in a commensurate arm's-length transaction. Furthermore, the Trustees of the Trust, including a majority of the non-interested Trustees, have adopted procedures which are reasonably designed to provide that any commissions, fees or other remuneration paid to the affiliated broker (or any affiliate) are consistent with the foregoing standard. In accordance with Section 11 (a) of the 1934 Act, an affiliated broker may not retain compensation for effecting transactions on a national securities exchange for the Trust unless the Trust has expressly authorized the retention of such compensation. The affiliated broker must furnish to the Trust at least annually a statement setting forth the total amount of all compensation retained by it from transactions effected for the Trust during the applicable period. Brokerage transactions with an affiliated broker are also subject to such fiduciary standards as may be imposed upon the broker by applicable law. Transactions in options by the Trust will be subject to limitations established by each of the exchanges governing the maximum number of options which may be written or held by a single investor or group of investors acting in concert, regardless of whether the options are written or held on the same or different exchanges or are written or held in one or more accounts or through one or more brokers. Thus, the number of options which the Trust may write or hold may be affected by options written or held by the Manager and other investment advisory clients of the Manager. An exchange may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions.
The Portfolio participates in a voluntary commission recapture program available through Russell Implementation Services, Inc. (Russell). Subadvisers that choose to participate in the program retains the responsibility to seek best execution and are under no obligation to place any specific trades with a broker available through the program (each, a designated broker). A portion of commissions on trades executed through designated brokers is rebated to a Portfolio as a credit that can be used by the Portfolio to pay expenses of the Portfolio. Because the Portfolio had not commenced operations prior to the date of this SAI, no information concerning the brokerage commission paid by the Portfolio is included herein.
ADDITIONAL INFORMATION
TRUST HISTORY. The Trust is a managed, open-end investment company organized as a Massachusetts business trust, the separate Portfolios of which are diversified, unless otherwise indicated. Formerly, the Trust was known as the Henderson International Growth Fund, which consisted of only one Portfolio (The Henderson International Growth Fund is currently known as the AST J.P. Morgan International Equity Portfolio (formerly known as the AST Strong International Equity Portfolio, the AST AIM International Equity Portfolio, the AST Putnam International Equity Portfolio and the Seligman Henderson International Equity Portfolio)).The investment

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manager was Henderson International, Inc. Shareholders of what was, at the time, the Henderson International Growth Fund, approved certain changes at a meeting held April 17, 1992. These changes included engagement of a new investment manager, engagement of a subadviser and election of new trustees. Subsequent to that meeting, the new trustees adopted a number of resolutions, including, but not limited to, resolutions renaming the Trust. Since that time the Trustees have adopted a number of resolutions, including, but not limited to, making new Portfolios available and adopting forms of investment management agreements and subadvisory agreements between the investment managers and the Trust and the investment managers and each subadviser, respectively.
Effective as of May 1, 2007, the Trust changed its name from American Skandia Trust to Advanced Series Trust.
If approved by the Trustees, the Trust may add more Portfolios and may cease to offer any existing Portfolios in the future.
DESCRIPTION OF SHARES AND ORGANIZATION. As of the date of this SAI, the beneficial interest in the Trust is divided into 89 separate Portfolios, each offering one class of shares.
The Trust's Second Amended and Restated Declaration of Trust, dated December 1, 2005, which governs certain Trust matters, permits the Trust's Board to issue multiple classes of shares, and within each class, an unlimited number of shares of beneficial interest with a par value of $.001 per share. Each share entitles the holder to one vote for the election of Trustees and on all other matters that are not specific to one class of shares, and to participate equally in dividends, distributions of capital gains and net assets of each applicable Portfolio. Only shareholders of shares of a specific Portfolio may vote on matters specific to that Portfolio. Shares of one class may not bear the same economic relationship to the Trust as shares of another class. In the event of dissolution or liquidation, holders of shares of a Portfolio will receive pro rata, subject to the rights of creditors, the proceeds of the sale of the assets held in such Portfolio less the liabilities attributable to such Portfolio. Shareholders of a Portfolio will not be liable for the expenses, obligations or debts of another Portfolio.
No preemptive or conversion rights apply to any of the Trust's shares. The Trust's shares, when issued, will be fully paid, non-assessable and transferable. The Trustees may at any time create additional series of shares without shareholder approval.
Generally, there will not be annual meetings of shareholders of any Portfolio of the Trust. A Trustee may, in accordance with certain rules of the SEC, be removed from office when the holders of record of not less than two-thirds of the outstanding shares either present a written declaration to the Trust's custodian or vote in person or by proxy at a meeting called for this purpose. In addition, the Trustees will promptly call a meeting of shareholders to remove a Trustee(s) when requested to do so in writing by record holders of not less than 10% of the outstanding shares. Finally, the Trustees shall, in certain circumstances, give such shareholders access to a list of the names and addresses of all other shareholders or inform them of the number of shareholders and the cost of mailing their request.
Under Massachusetts law, shareholders could, under certain circumstances, be held liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the Trustees to all parties, and each party thereto must expressly waive all rights of action directly against shareholders. The Declaration of Trust provides for indemnification out of the Trust's property for all loss and expense of any shareholder of the Trust held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust would be unable to meet its obligations wherein the complaining party was held not to be bound by the disclaimer.
The Declaration of Trust further provides that the Trustees will have no personal liability to any person in connection with the Trust property or affairs of the Trust except for that arising from his bad faith, willful misfeasance, gross negligence or reckless disregard of his duty to that person. All persons must look solely to the Trust property for satisfaction of claims of any nature arising in connection with the Trust's affairs. In general, the Declaration of Trust provides for indemnification by the Trust of the Trustees and officers of the Trust except with respect to any matter as to which the Trustee or officer acted in bad faith, or with willful misfeasance, gross negligence or reckless disregard of his duties.
From time to time, Prudential Financial, Inc. and/or its insurance company affiliates have purchased shares of the Trust to provide initial capital and to enable the Portfolios to avoid unrealistically poor investment performance that might otherwise result because the amounts available for investment are too small. Prudential will not redeem any of its shares until a Portfolio is large enough so that redemption will not have an adverse effect upon investment performance. Prudential will vote its shares in the same manner and in the same proportion as the shares held by the separate accounts that invest in the Trust, which in turn, are generally voted in accordance with instructions from Contract owners.

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PRINCIPAL SHAREHOLDERS
To the knowledge of the Trust, the following persons/entities owned beneficially or of record 5% or more of the Portfolio of the Trust as of December 5, 2017. As of December 5, 2017, the Trustees and Officers of the Trust, as a group owned less than 1% of the outstanding shares of beneficial interest of the Trust.
As of December 5, 2017, there were no outstanding shares of the Portfolio. As a result, as of the date of this SAI, no person owned beneficially more than 5% of any class of the Portfolio’s outstanding shares.
The Participating Insurance Companies are not obligated to continue to invest in shares of the Portfolio under all circumstances. Variable annuity and variable life insurance policy holders should refer to the prospectuses for such products for a description of the circumstances in which such a change might occur.
FINANCIAL STATEMENTS
Because the Portfolio has not yet commenced operations, no financial information is available. When available, the Trust’s Annual and Semi-Annual Reports will be available upon request and without charge

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PART II
INVESTMENT RISKS & CONSIDERATIONS
Set forth below are descriptions of some of the types of investments and investment strategies that the Portfolio may use, and the risks and considerations associated with those investments and investment strategies. The Portfolio may invest in the types of investments and investment strategies that are consistent with its investment objective, policies and any limitations described in the prospectus and in the SAI.
ASSET-BACKED SECURITIES. Certain Portfolios may invest in asset-backed securities. Asset-backed securities directly or indirectly represent a participation interest in, or are secured by and payable from, a stream of payments generated by particular assets such as motor vehicle or credit card receivables. Payments of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the entities issuing the securities. Asset-backed securities may be classified as pass-through certificates or collateralized obligations.
Pass-through certificates are asset-backed securities which represent an undivided fractional ownership interest in an underlying pool of assets. Pass-through certificates usually provide for payments of principal and interest received to be passed through to their holders, usually after deduction for certain costs and expenses incurred in administering the pool. Because pass-through certificates represent an ownership interest in the underlying assets, the holders thereof bear directly the risk of any defaults by the obligors on the underlying assets not covered by any credit support.
Asset-backed securities issued in the form of debt instruments, also known as collateralized obligations, are generally issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Such assets are most often trade, credit card or automobile receivables. The assets collateralizing such asset-backed securities are pledged to a trustee or custodian for the benefit of the holders thereof. Such issuers generally hold no assets other than those underlying the asset-backed securities and any credit support provided. As a result, although payments on such asset-backed securities are obligations of the issuers, in the event of defaults on the underlying assets not covered by any credit support, the issuing entities are unlikely to have sufficient assets to satisfy their obligations on the related asset-backed securities.
Credit-Related Asset-Backed Securities. This type of asset-backed security is collateralized by a basket of underlying corporate bonds or other securities, including junk bonds. Unlike the traditional asset-backed securities described above, these asset-backed securities often do have the benefit of a security interest or ownership interest in the related collateral. With a credit-related asset-backed security, the underlying bonds have the risk of being prepaid prior to maturity. Although generally not pre-payable at any time, some of the underlying bonds may have call options, while others may have maturity dates that are earlier than the asset-backed security itself. As with traditional asset-backed securities described above, the Portfolio bears the risk of loss of the resulting increase or decrease in yield to maturity after a prepayment of an underlying bond. However, the primary risk associated with credit-related asset-backed securities is the potential loss of principal associated with losses on the underlying bonds.
Collateralized Loan Obligations (CLOs). This type of asset-backed security is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, as well as loans rated below investment grade or equivalent unrated loans. The risks of an investment in a CLO depend largely on the quality of the underlying loans and may be characterized by the Portfolio as illiquid securities.
For credit-related asset-backed securities and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a trust typically has higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, other tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to particular underlying assets as a class.
Government Money Market Portfolio: AST Government Money Market Portfolio (the Government Money Market Portfolio) may choose to invest in certain government-supported asset-backed notes in reliance on no-action relief issued by the SEC that such securities may be considered government securities for purposes of compliance with the diversification requirements under Rule 2a-7.
BORROWING AND LEVERAGE. A Portfolio may borrow up to 33  1 3 % of the value of its total assets (calculated at the time of the borrowing). The Portfolio may pledge up to 33  1 3 % of its total assets to secure these borrowings. If a Portfolio's asset coverage for borrowings falls below 300%, the Portfolio will take prompt action to reduce its borrowings. If a Portfolio borrows to invest in securities, any investment gains made on the securities in excess of interest paid on the borrowing will cause the net asset value of the

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shares to rise faster than would otherwise be the case. On the other hand, if the investment performance of the additional securities purchased fails to cover their cost (including any interest paid on the money borrowed) to the Portfolio, the net asset value of the Portfolio's shares will decrease faster than would otherwise be the case. This is the speculative factor known as “leverage.”
A Portfolio may borrow from time to time, at the investment subadviser's discretion, to take advantage of investment opportunities, when yields on available investments exceed interest rates and other expenses of related borrowing, or when, in the investment adviser's opinion, unusual market conditions otherwise make it advantageous for the Portfolio to increase its investment capacity. A Portfolio will only borrow when there is an expectation that it will benefit a Portfolio after taking into account considerations such as interest income and possible losses upon liquidation. Borrowing by a Portfolio creates an opportunity for increased net income but, at the same time, creates risks, including the risks associated with leveraging. A Portfolio may borrow through forward rolls, dollar rolls or reverse repurchase agreements, although no Portfolio currently has any intention of doing so, except for portfolios managed by PIMCO.
CONVERTIBLE SECURITIES. Convertible securities entitle the holder to receive interest payments paid on corporate debt securities or the dividend preference on a preferred stock until such time as the convertible security matures or is redeemed or until the holder elects to exercise the conversion privilege. The characteristics of convertible securities make them appropriate investments for an investment company seeking a high total return from capital appreciation and investment income. These characteristics include the potential for capital appreciation as the value of the underlying common stock increases, the relatively high yield received from dividend or interest payments as compared to common stock dividends and decreased risks of decline in value relative to the underlying common stock due to their fixed income nature. As a result of the conversion feature, however, the interest rate or dividend preference on a convertible security is generally less than would be the case if the securities were issued in nonconvertible form.
In analyzing convertible securities, the subadviser(s) will consider both the yield on the convertible security relative to its credit quality and the potential capital appreciation that is offered by the underlying common stock, among other things.
Convertible securities are issued and traded in a number of securities markets. Even in cases where a substantial portion of the convertible securities held by a Portfolio are denominated in US dollars, the underlying equity securities may be quoted in the currency of the country where the issuer is domiciled. With respect to convertible securities denominated in a currency different from that of the underlying equity securities, the conversion price may be based on a fixed exchange rate established at the time the security is issued. As a result, fluctuations in the exchange rate between the currency in which the debt security is denominated and the currency in which the share price is quoted will affect the value of the convertible security. As described below, a Portfolio is authorized to enter into foreign currency hedging transactions in which it may seek to reduce the effect of such fluctuations.
Apart from currency considerations, the value of convertible securities is influenced by both the yield of nonconvertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield) is sometimes referred to as its “investment value.” To the extent interest rates change, the investment value of the convertible security typically will fluctuate. However, at the same time, the value of the convertible security will be influenced by its “conversion value,” which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock. If, because of a low price of the common stock the conversion value is substantially below the investment value of the convertible security, the price of the convertible security is governed principally by its investment value.
To the extent the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the price of the convertible security will be influenced principally by its conversion value. A convertible security will sell at a premium over the conversion value to the extent investors place value on the right to acquire the underlying common stock while holding a fixed income security. The yield and conversion premium of convertible securities issued in Japan and the Euromarket are frequently determined at levels that cause the conversion value to affect their market value more than the securities' investment value.
Holders of convertible securities generally have a claim on the assets of the issuer prior to the common stockholders but may be subordinated to other debt securities of the same issuer. A convertible security may be subject to redemption at the option of the issuer at a price established in the charter provision, indenture or other governing instrument pursuant to which the convertible security was issued. If a convertible security held by a Portfolio is called for redemption, the Portfolio will be required to redeem the security, convert it into the underlying common stock or sell it to a third party. Certain convertible debt securities may provide a put option to the holder, which entitles the holder to cause the security to be redeemed by the issuer at a premium over the stated principal amount of the debt security under certain circumstances.

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Synthetic convertible securities may be either (i) a debt security or preferred stock that may be convertible only under certain contingent circumstances or that may pay the holder a cash amount based on the value of shares of underlying common stock partly or wholly in lieu of a conversion right (a Cash-Settled Convertible), (ii) a combination of separate securities chosen by the subadviser(s) in order to create the economic characteristics of a convertible security, i.e., a fixed income security paired with a security with equity conversion features, such as an option or warrant (a Manufactured Convertible) or (iii) a synthetic security manufactured by another party.
Synthetic convertible securities may include either Cash-Settled Convertibles or Manufactured Convertibles. Cash-Settled Convertibles are instruments that are created by the issuer and have the economic characteristics of traditional convertible securities but may not actually permit conversion into the underlying equity securities in all circumstances. As an example, a private company may issue a Cash-Settled Convertible that is convertible into common stock only if the company successfully completes a public offering of its common stock prior to maturity and otherwise pays a cash amount to reflect any equity appreciation. Manufactured Convertibles are created by the subadviser(s) by combining separate securities that possess one of the two principal characteristics of a convertible security, i.e., fixed income (fixed income component) or a right to acquire equity securities (convertibility component). The fixed income component is achieved by investing in nonconvertible fixed income securities, such as nonconvertible bonds, preferred stocks and money market instruments. The convertibility component is achieved by investing in call options, warrants, or other securities with equity conversion features (equity features) granting the holder the right to purchase a specified quantity of the underlying stocks within a specified period of time at a specified price or, in the case of a stock index option, the right to receive a cash payment based on the value of the underlying stock index.
A Manufactured Convertible differs from traditional convertible securities in several respects. Unlike a traditional convertible security, which is a single security having a unitary market value, a Manufactured Convertible is comprised of two or more separate securities, each with its own market value. Therefore, the total “market value” of such a Manufactured Convertible is the sum of the values of its fixed income component and its convertibility component.
More flexibility is possible in the creation of a Manufactured Convertible than in the purchase of a traditional convertible security. Because many corporations have not issued convertible securities, the subadviser(s) may combine a fixed income instrument and an equity feature with respect to the stock of the issuer of the fixed income instrument to create a synthetic convertible security otherwise unavailable in the market. The subadviser(s) may also combine a fixed income instrument of an issuer with an equity feature with respect to the stock of a different issuer when the subadviser(s) believe such a Manufactured Convertible would better promote a Portfolio's objective than alternate investments. For example, the subadviser(s) may combine an equity feature with respect to an issuer's stock with a fixed income security of a different issuer in the same industry to diversify the Portfolio's credit exposure, or with a US Treasury instrument to create a Manufactured Convertible with a higher credit profile than a traditional convertible security issued by that issuer. A Manufactured Convertible also is a more flexible investment in that its two components may be purchased separately and, upon purchasing the separate securities, “combined” to create a Manufactured Convertible. For example, a Portfolio may purchase a warrant for eventual inclusion in a Manufactured Convertible while postponing the purchase of a suitable bond to pair with the warrant pending development of more favorable market conditions.
The value of a Manufactured Convertible may respond differently to certain market fluctuations than would a traditional convertible security with similar characteristics. For example, in the event a Portfolio created a Manufactured Convertible by combining a short-term US Treasury instrument and a call option on a stock, the Manufactured Convertible would likely outperform a traditional convertible of similar maturity that is convertible into that stock during periods when Treasury instruments outperform corporate fixed income securities and underperform during periods when corporate fixed income securities outperform Treasury instruments.
CORPORATE LOANS. Commercial banks and other financial institutions make corporate loans to companies that need capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes in market interest rates such as the London Interbank Offered Rate (LIBOR) or the prime rate of US banks. As a result, the value of corporate loan investments is generally less responsive to shifts in market interest rates. Because the trading market for corporate loans is less developed than the secondary market for bonds and notes, a Portfolio may experience difficulties from time to time in selling its corporate loans. Borrowers frequently provide collateral to secure repayment of these obligations. Leading financial institutions often act as agent for a broader group of lenders, generally referred to as a “syndicate.” The syndicate's agent arranges the corporate loans, holds collateral and accepts payments of principal and interest. If the agent develops financial problems, a Portfolio may not recover its investment, or there might be a delay in the Portfolio's recovery. By investing in a corporate loan, a Portfolio becomes a member of the syndicate.
As in the case of junk bonds, the corporate loans in which a Portfolio may invest can be expected to provide higher yields than higher-rated fixed income securities but may be subject to greater risk of loss of principal and income. There are, however, some significant differences between corporate loans and junk bonds. Corporate loans are frequently secured by pledges of liens and

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security interests in the assets of the borrower, and the holders of corporate loans are frequently the beneficiaries of debt service subordination provisions imposed on the borrower's bondholders. These arrangements are designed to give corporate loan investors preferential treatment over junk bond investors in the event of a deterioration in the credit quality of the issuer. Even when these arrangements exist, however, there can be no assurance that the principal and interest owed on the corporate loans will be repaid in full. Corporate loans generally bear interest at rates set at a margin above a generally recognized base lending rate that may fluctuate on a day-to-day basis, in the case of the Prime Rate of a US bank, or that may be adjusted on set dates, typically 30 days but generally not more than one year, in the case of LIBOR. Consequently, the value of corporate loans held by a Portfolio may be expected to fluctuate significantly less than the value of fixed rate junk bond instruments as a result of changes in the interest rate environment. On the other hand, the secondary dealer market for corporate loans is not as well developed as the secondary dealer market for junk bonds, and therefore presents increased market risk relating to liquidity and pricing concerns.
A Portfolio may acquire interests in corporate loans by means of a novation, assignment or participation. In a novation, a Portfolio would succeed to all the rights and obligations of the assigning institution and become a contracting party under the credit agreement with respect to the debt obligation. As an alternative, a Portfolio may purchase an assignment, in which case the Portfolio may be required to rely on the assigning institution to demand payment and enforce its rights against the borrower but would otherwise typically be entitled to all of such assigning institution's rights under the credit agreement. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution selling the participation interest and not with the borrower. In purchasing a loan participation, a Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Portfolio may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, a Portfolio will assume the credit risk of both the borrower and the institution selling the participation to the Portfolio.
CYBER SECURITY AND OPERATIONAL RISK. With the increasing use of technology and computer systems in general and, in particular, the Internet to conduct necessary business functions, each Portfolio and its service providers is susceptible to operational, information security and related risks. These risks, which are often collectively referred to as “cyber security” risks, may include deliberate or malicious attacks, as well as unintentional events and occurrences. Cyber security is generally defined as the technology, operations and related protocol surrounding and protecting a user’s computer hardware, network, systems and applications and the data transmitted and stored therewith. These measures ensure the reliability of a user’s systems, as well as the security, availability, integrity, and confidentiality of data assets.
Deliberate cyber attacks can include, but are not limited to, gaining unauthorized access to computer systems in order to misappropriate and/or disclose sensitive or confidential information; deleting, corrupting or modifying data; and causing operational disruptions. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (in order to prevent access to computer networks). In addition to deliberate breaches engineered by external actors, cyber security risks can also result from the conduct of malicious, exploited or careless insiders, whose actions may result in the destruction, release or disclosure of confidential or proprietary information stored on an organization’s systems.
Cyber security failures or breaches, whether deliberate or unintentional, arising from a Portfolios’ third-party service providers (e.g., custodians, financial intermediaries, transfer agents), subadvisers, shareholder usage of unsecure systems to access personal accounts, as well as breaches suffered by the issuers of securities in which the Portfolios invests, may cause significant disruptions in the business operations of the Portfolios. Potential impacts may include, but are not limited to, potential financial losses for the Portfolios and the issuers’ securities, the inability of shareholders to conduct transactions with the Portfolios, an inability of the Portfolios to calculate net asset value (NAV), and disclosures of personal or confidential shareholder information.
In addition to direct impacts on Portfolios shareholders, cyber security failures by a Portfolios and/or its service providers and others may result in regulatory inquiries, regulatory proceedings, regulatory and/or legal and litigation costs to the Portfolios, and reputational damage. The Portfolios may incur reimbursement and other expenses, including the costs of litigation and litigation settlements and additional compliance costs. The Portfolios may also incur considerable expenses in enhancing and upgrading computer systems and systems security following a cyber security failure.
The rapid proliferation of technologies, as well as the increased sophistication and activities of organized crime, hackers, terrorists, and others continue to pose new and significant cyber security threats. Although the Portfolios and its service providers and subadvisers may have established business continuity plans and risk management systems to mitigate cyber security risks, there can be no guarantee or assurance that such plans or systems will be effective, or that all risks that exist, or may develop in the future, have been completely anticipated and identified or can be protected against. Furthermore, the Portfolios cannot control or assure the efficacy of the cyber security plans and systems implemented by third-party service providers, the subadvisers, and the issuers in which a Portfolios invests.

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A Portfolio’s investments or its service providers may be negatively impacted due to operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third-party service providers or trading counterparties. In particular, these errors or failures as well as other technological issues may adversely affect the Portfolios’ ability to calculate their NAVs in a timely manner, including over a potentially extended period. Although the Portfolios attempt to minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect a Portfolio or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. A Portfolio and its shareholders could be negatively impacted as a result.
DEBT SECURITIES. Debt securities, such as bonds, involve credit risk. This is the risk that the issuer will not make timely payments of principal and interest. The degree of credit risk depends on the issuer's financial condition and on the terms of the bonds. Changes in an issuer's credit rating or the market's perception of an issuer's creditworthiness may also affect the value of a Portfolio's investment in that issuer. Credit risk is reduced to the extent a Portfolio limits its debt investments to US Government securities. All debt securities, however, are subject to interest rate risk. This is the risk that the value of the security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter-term securities.
DEPOSITARY RECEIPTS. A Portfolio may invest in the securities of foreign issuers in the form of Depositary Receipts or other securities convertible into securities of foreign issuers. Depositary Receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. American Depositary Receipts (ADRs) and American Depositary Shares (ADSs) are receipts or shares typically issued by an American bank or trust company that evidence ownership of underlying securities issued by a foreign corporation. European Depositary Receipts (EDRs) are receipts issued in Europe that evidence a similar ownership arrangement. Global Depositary Receipts (GDRs) are receipts issued throughout the world that evidence a similar arrangement. Generally, ADRs and ADSs, in registered form, are designed for use in the US securities markets, and EDRs, in bearer form, are designed for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Portfolio may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States, and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts. Depositary Receipts are generally subject to the same risks as the foreign securities that they evidence or into or for which they may be converted or exchanged, as well as the risks associated with foreign investments.
DERIVATIVES. A Portfolio may use instruments referred to as derivatives. Derivatives are financial instruments the value of which is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or rates, such as the S&P 500 Index or the prime lending rate). Derivatives allow a Portfolio to increase or decrease the level of risk to which the Portfolio is exposed more quickly and efficiently than transactions in other types of instruments. Each Portfolio may use derivatives for hedging purposes. A Portfolio may also use derivatives to seek to enhance returns. The use of a derivative is speculative if the Portfolio is primarily seeking to achieve gains, rather than offset the risk of other positions. When the Portfolio invests in a derivative for speculative purposes, the Portfolio will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the Derivative's cost. No Portfolio may use any derivative to gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.
The use of derivative instruments involves risks different from, and/or possibly greater than, the risks associated with investing directly in the underlying assets or references. The use of derivative instruments is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the portfolio manager is incorrect in the forecasts of security or market values, interest rates or currency exchange rates, as applicable, the investment performance of a Portfolio would be less favorable than it would have been if derivative instruments were not used. Potential losses from certain derivative instruments are unlimited. Derivative instruments can be highly volatile, illiquid, subject to counterparty risk and difficult to value. There is also the risk that changes in the value of a derivative instrument held by a Portfolio for hedging purposes may not correlate with the Portfolio’s investments which are intended to be hedged, which could impact Portfolio performance. A Portfolio may choose not to invest in derivative instruments because of their cost, limited availability or other reasons.
In 2015, the SEC proposed a new rule related to the use of derivatives by registered investment companies, which, if adopted by the SEC as proposed, may limit the Portfolio’s ability to engage in transactions that involve potential future payment obligations (including derivatives such as forwards, futures, swaps and written options) and may limit the ability of the Portfolio to invest in accordance with its stated investment strategy.
EXCHANGE-TRADED FUNDS. A Portfolio may invest in Exchange-Traded Funds (ETFs). ETFs, which may be unit investment trusts or mutual funds, typically hold portfolios of securities designed to track the performance of various broad securities indexes or sectors of such indexes. ETFs provide another means, in addition to futures and options on indexes, of including stock index exposure in these

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Portfolios' investment strategies. A Portfolio will indirectly bear its proportionate share of any management fees and other expenses paid by such ETF. In addition, an investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies.
HEDGING. Hedging is a strategy in which a derivative or security is used to offset the risks associated with other Portfolio holdings. Losses on the other investment may be substantially reduced by gains on a derivative that reacts in an opposite manner to market movements. While hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a different manner than anticipated by a Portfolio or if the cost of the derivative outweighs the benefit of the hedge. Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by a Portfolio, in which case any losses on the holdings being hedged may not be reduced or may be increased. The inability to close options and futures positions also could have an adverse impact on a Portfolio's ability to hedge effectively its portfolio. There is also a risk of loss by the Portfolio of margin deposits or collateral in the event of bankruptcy of a broker with whom the Portfolio has an open position in an option, a futures contract or a related option. There can be no assurance that a Portfolio's hedging strategies will be effective or that hedging transactions will be available to a Portfolio. No Portfolio is required to engage in hedging transactions and each Portfolio may choose not to do so.
INDEXED AND INVERSE SECURITIES. A Portfolio may invest in securities the potential return of which is based on an index or interest rate. As an illustration, a Portfolio may invest in a security whose value is based on changes in a specific index or that pays interest based on the current value of an interest rate index, such as the prime rate. A Portfolio may also invest in a debt security that returns principal at maturity based on the level of a securities index or a basket of securities, or based on the relative changes of two indices. In addition, certain Portfolios may invest in securities the potential return of which is based inversely on the change in an index or interest rate (that is, a security the value of which will move in the opposite direction of changes to an index or interest rate). For example, a Portfolio may invest in securities that pay a higher rate of interest when a particular index decreases and pay a lower rate of interest (or do not fully return principal) when the value of the index increases. If a Portfolio invests in such securities, it may be subject to reduced or eliminated interest payments or loss of principal in the event of an adverse movement in the relevant interest rate, index or indices. Indexed and inverse securities may involve credit risk, and certain indexed and inverse securities may involve leverage risk, liquidity risk and currency risk. A Portfolio may invest in indexed and inverse securities for hedging purposes or to seek to increase returns. When used for hedging purposes, indexed and inverse securities involve correlation risk. (Furthermore, where such a security includes a contingent liability, in the event of such an adverse movement, a Portfolio may be required to pay substantial additional margin to maintain the position.)
INITIAL PUBLIC OFFERINGS. Each Portfolio may invest in initial public offerings (IPOs). An IPO is the first sale of stock by a private company to the public. IPOs are often issued by smaller, younger companies seeking capital to expand, but can also be done by large privately owned companies looking to become publicly traded.
In an IPO, the issuer obtains the assistance of an underwriting firm, which helps it determine what type of security to issue (common or preferred), best offering price and time to bring it to market. The volume of IPOs and the levels at which the newly issued stocks trade in the secondary market are affected by the performance of the stock market overall. If IPOs are brought to the market, availability may be limited and a Portfolio may not be able to buy any shares at the offering price, or if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like.
Investing in IPOs entails risks. Importantly, the prices of securities involved in IPOs are often subject to greater and more unpredictable price changes than more established stocks. It is difficult to predict what the stock will do on its initial day of trading and in the near future since there is often little historical data with which to analyze the company. Also, most IPOs are of companies going through a transitory growth period, and they are therefore subject to additional uncertainty regarding their future value.
PARTICIPATION NOTES . Participation Notes (P-Notes) are a type of equity-linked derivative which generally are traded over-the-counter. Even though a P-Note is intended to reflect the performance of the underlying equity securities, the performance of a P-Note will not replicate exactly the performance of the issuers or markets that the P-Note seeks to replicate due to transaction costs and other expenses.
SWAP AGREEMENTS. Certain Portfolios may enter into swap transactions, including but not limited to, interest rate, index, credit default, total return and, to the extent that it may invest in foreign currency-denominated securities, currency exchange rate swap agreements. In addition, certain portfolios may enter into options on swap agreements (swap options). These swap transactions are entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to the Portfolio than if a Portfolio had invested directly in an instrument that yielded that desired return.

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Swap agreements are two party contracts entered into primarily by institutional investors for periods typically ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on or calculated with respect to particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” that is, the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a “basket” of securities representing a particular index or other investments or instruments.
Most swap agreements entered into by a Portfolio would calculate the obligations of the parties to the agreement on a “net basis.” Consequently a Portfolio's current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The Portfolio's current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Portfolio) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation of liquid assets.
To the extent that a Portfolio enters into swaps on other than a net basis, the amount maintained in a segregated account will be the full amount of the Portfolio's obligations, if any, with respect to such swaps, accrued on a daily basis. Inasmuch as segregated accounts are established for these hedging transactions, the investment adviser and the Portfolio believe such obligations do not constitute senior securities and, accordingly, will not treat them as being subject to its borrowing restrictions. If there is a default by the other party to such a transaction, the Portfolio will have contractual remedies pursuant to the agreement related to the transaction. Since swaps are individually negotiated, the Portfolio expects to achieve an acceptable degree of correlation between its rights to receive a return on its portfolio securities and its rights and obligations to receive and pay a return pursuant to swaps. The Portfolio will enter into swaps only with parties meeting creditworthiness standards of the investment subadviser. The investment subadviser will monitor the creditworthiness of such parties.
CREDIT DEFAULT SWAP AGREEMENTS AND SIMILAR INSTRUMENTS. Certain Portfolios may enter into credit default swap agreements and similar agreements, and may also buy credit-linked securities. The credit default swap agreement or similar instrument may have as reference obligations one or more securities that are not currently held by a Portfolio. The protection “buyer” in a credit default contract may be obligated to pay the protection “seller” an up front or a periodic stream of payments over the term of the contract provided generally that no credit event on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Portfolio may be either the buyer or seller in the transaction. If a Portfolio is a buyer and no credit event occurs, the Portfolio recovers nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As a seller, a Portfolio generally receives an up front payment or a fixed rate of income throughout the term of the swap, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value.
Credit default swaps and similar instruments involve greater risks than if a Portfolio had invested in the reference obligation directly, since, in addition to general market risks, they are subject to illiquidity risk, counterparty risk and credit risks. A Portfolio will enter into credit default swap agreements and similar instruments only with counterparties who are rated investment grade quality by at least one nationally recognized statistical rating organization at the time of entering into such transaction or whose creditworthiness is believed by the subadviser(s) to be equivalent to such rating. A buyer also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the up front or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Portfolio. When a Portfolio acts as a seller of a credit default swap or a similar instrument, it is exposed to many of the same risks of leverage since, if a credit event occurs, the seller may be required to pay the buyer the full notional value of the contract net of any amounts owed by the buyer related to its delivery of deliverable obligations.
CREDIT LINKED SECURITIES. Among the income producing securities in which a Portfolio may invest are credit linked securities, which are issued by a limited purpose trust or other vehicle that, in turn, invests in a derivative instrument or basket of derivative instruments, such a credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain fixed income markets. For instance, a Portfolio may invest in credit linked securities as a cash management tool in order to gain exposure to a certain market and/or to remain fully invested when more traditional income producing securities are not available.
Like an investment in a bond, investments in these credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the issuer's receipt of payments from, and the issuer's potential obligations to, the counterparties to the derivative instruments and other securities in which the issuer invests. For instance, the issuer may sell one or more credit default swaps, under which the issuer

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would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that a Portfolio would receive. A Portfolio's investments in these instruments are indirectly subject to the risks associated with derivatives. It is also expected that the securities will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.
TOTAL RETURN SWAP AGREEMENTS. Certain Portfolios may enter into total return swap agreements. Total return swap agreements are contracts in which one party agrees to make periodic payments based on the change in market value of the underlying assets, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market. Total return swap agreements may effectively add leverage to the Portfolio’s portfolio because, in addition to its total net assets, the Portfolio would be subject to investment exposure on the notional amount of the swap. Total return swap agreements entail the risk that a party will default on its payment obligations to a Portfolio thereunder. Swap agreements also bear the risk that the Portfolio will not be able to meet its obligation to the counterparty. Generally, the Portfolio will enter into total return swaps on a net basis (i.e., the two payment streams are netted out with a Portfolio receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of a Portfolio's obligations over its entitlements with respect to each total return swap will be accrued on a daily basis, and an amount of cash or liquid instruments having an aggregate net asset value at least equal to the accrued excess will be segregated by a Portfolio. If the total return swap transaction is entered into on other than a net basis, the full amount of a Portfolio's obligations will be accrued on a daily basis, and the full amount of the Portfolio's obligations will be segregated by a Portfolio in an amount equal to or greater than the market value of the liabilities under the total return swap agreement or the amount it would have cost the Portfolio initially to make an equivalent direct investment, plus or minus any amount a Portfolio is obligated to pay or is to receive under the total return swap agreement.
Unless otherwise noted, a Portfolio's net obligations in respect of all swap agreements (i.e., the aggregate net amount owed by the Portfolio) is limited to 15% of its net assets. This limitation does not apply to the AST Bond Portfolios (2018 -2029) and AST Investment Grade Bond Portfolio.
NON-STANDARD WARRANTS . From time to time, a Portfolio may use synthetic foreign equity securities derivatives in the form non-standard warrants, often referred to as low exercise price warrants or participatory notes or low exercise price options (LEPOs), to gain indirect exposure to issuers in certain countries, such as India. These securities are issued by banks and other financial institutions. The buyer of a low exercise price warrant effectively pays the full value of the underlying common stock at the outset. LEPOs are different from standard warrants in that they do not give their holders the right to receive a security of the issuer upon exercise. Rather, LEPOs pay the holder the difference in price of the underlying security between the date the LEPO was purchased and the date it is sold. LEPOs entail the same risks as other over-the counter derivatives. These include the risk that the counterparty or issuer of the LEPO may not be able to fulfill its obligations, that the holder and counterparty or issuer may disagree as to the meaning or application of contractual terms, or that the instrument may not perform as expected. Additionally, while LEPOs may be listed on an exchange, there is no guaranty that a liquid market will exist or that the counterparty or issuer of a LEPO will be willing to repurchase the LEPO when a Portfolio wishes to sell it. A discussion of the risk factors relating to derivatives is set out in the sub-section entitled “Risk Factors in Derivatives”.
OPTIONS ON SECURITIES AND SECURITIES INDEXES. A Portfolio may invest in options on individual securities, baskets of securities or particular measurements of value or rate (an index), such as an index of the price of treasury securities or an index representative of short term interest rates.
Such investments may be made on exchanges and in the over-the-counter (OTC) markets. In general, exchange-traded options have standardized exercise prices and expiration dates and require the parties to post margin against their obligations, and the performance of the parties' obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller, but generally do not require the parties to post margin and are subject to greater credit risk. OTC options also involve greater liquidity risk. See “Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives” below.
A Portfolio will write only “covered” options. A written option is covered if, so long as a Portfolio is obligated the option, it (1) owns an offsetting position in the underlying security or currency or (2) segregates cash or other liquid assets, in an amount equal to or greater than its obligation under the option.

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CALL OPTIONS. A Portfolio may purchase call options on any of the types of securities or instruments in which it may invest. A call option gives a Portfolio the right to buy, and obligates the seller to sell, the underlying security at the exercise price at any time during the option period. A Portfolio also may purchase and sell call options on indices. Index options are similar to options on securities except that, rather than taking or making delivery of securities underlying the option at a specified price upon exercise, an index option gives the holder the right to receive cash upon exercise of the option if the level of the index upon which the option is based is greater than the exercise price of the option.
Each Portfolio may only write (i.e., sell) covered call options on the securities or instruments in which it may invest and to enter into closing purchase transactions with respect to certain of such options. A covered call option is an option in which a Portfolio either owns an offsetting position in the underlying security or currency, or the Portfolio segregates cash or other liquid assets in an amount equal to or greater than its obligation under the option. The principal reason for writing call options is the attempt to realize, through the receipt of premiums, a greater return than would be realized on the securities alone. By writing covered call options, a Portfolio gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying security above the option exercise price. In addition, a Portfolio's ability to sell the underlying security will be limited while the option is in effect unless the Portfolio enters into a closing purchase transaction. A closing purchase transaction cancels out a Portfolio's position as the writer of an option by means of an offsetting purchase of an identical option prior to the expiration of the option it has written. Covered call options also serve as a partial hedge to the extent of the premium received against the price of the underlying security declining.
PUT OPTIONS. A Portfolio may purchase put options to seek to hedge against a decline in the value of its securities or to enhance its return. By buying a put option, a Portfolio acquires a right to sell such underlying securities or instruments at the exercise price, thus limiting the Portfolio's risk of loss through a decline in the market value of the securities or instruments until the put option expires. The amount of any appreciation in the value of the underlying securities or instruments will be partially offset by the amount of the premium paid for the put option and any related transaction costs. Prior to its expiration, a put option may be sold in a closing sale transaction and profit or loss from the sale will depend on whether the amount received is more or less than the premium paid for the put option plus the related transaction costs. A closing sale transaction cancels out a Portfolio's position as the purchaser of an option by means of an offsetting sale of an identical option prior to the expiration of the option it has purchased. A Portfolio also may purchase uncovered put options.
Each Portfolio may write (i.e., sell) put options on the types of securities or instruments that may be held by the Portfolio, provided that such put options are covered, meaning that such options are secured by segregated, liquid instruments. A Portfolio will receive a premium for writing a put option, which increases the Portfolio's return. A Portfolio will not sell puts if, as a result, more than 25% of the Portfolio's net assets would be required to cover its potential obligations under its hedging and other investment transactions.
FUTURES. A Portfolio may engage in transactions in futures and options thereon. Futures are standardized, exchange-traded contracts which obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. No price is paid upon entering into a futures contract. Rather, upon purchasing or selling a futures contract a Portfolio is required to deposit collateral (margin) equal to a percentage (generally less than 10%) of the contract value. Each day thereafter until the futures position is closed, the Portfolio will pay additional margin representing any loss experienced as a result of the futures position the prior day or be entitled to a payment representing any profit experienced as a result of the futures position the prior day. Futures involve substantial leverage risk.
The sale of a futures contract limits a Portfolio's risk of loss through a decline in the market value of portfolio holdings correlated with the futures contract prior to the futures contract's expiration date. In the event the market value of the portfolio holdings correlated with the futures contract increases rather than decreases, however, a Portfolio will realize a loss on the futures position and a lower return on the portfolio holdings than would have been realized without the purchase of the futures contract.
The purchase of a futures contract may protect a Portfolio from having to pay more for securities as a consequence of increases in the market value for such securities during a period when the Portfolio was attempting to identify specific securities in which to invest in a market the Portfolio believes to be attractive. In the event that such securities decline in value or a Portfolio determines not to complete an anticipatory hedge transaction relating to a futures contract, however, the Portfolio may realize a loss relating to the futures position.
A Portfolio is also authorized to purchase or sell call and put options on futures contracts including financial futures and stock indices in connection with its hedging activities. Generally, these strategies would be used under the same market and market sector conditions (i.e., conditions relating to specific types of investments) in which the Portfolio entered into futures transactions. A Portfolio may purchase put options or write (i.e., sell) call options on futures contracts and stock indices rather than selling the underlying

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futures contract in anticipation of a decrease in the market value of its securities. Similarly, a Portfolio can purchase call options, or write put options on futures contracts and stock indices, as a substitute for the purchase of such futures to hedge against the increased cost resulting from an increase in the market value of securities which the Portfolio intends to purchase.
A Portfolio may only write “covered” put and call options on futures contracts. A Portfolio will be considered “covered” with respect to a call option it writes on a futures contract if the Portfolio owns the assets that are deliverable under the futures contract or an option to purchase that futures contract having a strike price equal to or less than the strike price of the “covered” option and having an expiration date not earlier than the expiration date of the “covered” option, or if it segregates for the term of the option cash or other liquid assets equal to the fluctuating value of the optioned future. A Portfolio will be considered “covered” with respect to a put option it writes on a futures contract if it owns an option to sell that futures contract having a strike price equal to or greater than the strike price of the “covered” option, or if it segregates for the term of the option cash or other liquid assets at all times equal in value to the exercise price of the put (less any initial margin deposited by the Portfolio with its custodian with respect to such option). There is no limitation on the amount of a Portfolio's assets that can be segregated.
With respect to futures contracts that are not legally required to “cash settle,” a Portfolio may cover the open position by setting aside or earmarking liquid assets in an amount equal to the market value of the futures contact. With respect to futures that are required to “cash settle,” however, a Portfolio is permitted to set aside or earmark liquid assets in an amount equal to the Portfolio's daily marked to market (net) obligation, if any, (in other words, the Portfolio's daily net liability, if any) rather than the market value of the futures contract. By setting aside assets equal to only its net obligation under cash-settled futures, a Portfolio will have the ability to employ leverage to a greater extent than if the Portfolio were required to segregate assets equal to the full market value of the futures contract.
Each Portfolio, except AST AQR Emerging Markets Equity Portfolio, has filed a notice of exemption from regulation as a “commodity pool,” and the Manager has filed a notice of exemption from registration as a “commodity pool operator” with respect to each Portfolio, under applicable rules issued by the CFTC under the Commodity Exchange Act (the CEA). In order to continue to claim the “commodity pool” exemption, a Portfolio is limited in its ability to use futures, options and swaps subject to regulation under the CEA for purposes other than bona fide hedging, which is narrowly defined. With respect to transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish a Portfolio’s positions in such investments may not exceed 5% of the liquidation value of the Portfolio’s assets, or (2) the aggregate net notional value of such instruments may not exceed 100% of the liquidation value of the Portfolio’s assets. In addition to meeting one of the foregoing trading limitations, a Portfolio may not market itself as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets.
Based on the trading strategy for AST AQR Emerging Markets Equity Portfolio, each such Portfolio shall be considered a “commodity pool” and the Manager shall be considered a “commodity pool operator” with respect to the Portfolio under the CEA. Compliance with applicable CFTC disclosure, reporting and recordkeeping regulations may increase the Portfolios’ gross expenses.
FOREIGN EXCHANGE TRANSACTIONS. A Portfolio may engage in spot and forward foreign exchange transactions and currency swaps, purchase and sell options on currencies and purchase and sell currency futures and related options thereon (collectively, Currency Instruments) for purposes of hedging against the decline in the value of currencies in which its portfolio holdings are denominated against the US dollar or, with respect to certain Portfolios, to seek to enhance returns. Such transactions could be effected with respect to hedges on non-US dollar denominated securities owned by a Portfolio, sold by a Portfolio but not yet delivered, or committed or anticipated to be purchased by a Portfolio. As an illustration, a Portfolio may use such techniques to hedge the stated value in US dollars of an investment in a yen-denominated security. In such circumstances, for example, the Portfolio may purchase a foreign currency put option enabling it to sell a specified amount of yen for dollars at a specified price by a future date. To the extent the hedge is successful, a loss in the value of the yen relative to the dollar will tend to be offset by an increase in the value of the put option. To offset, in whole or in part, the cost of acquiring such a put option, the Portfolio may also sell a call option which, if exercised, requires it to sell a specified amount of yen for dollars at a specified price by a future date (a technique called a straddle). By selling such a call option in this illustration, the Portfolio gives up the opportunity to profit without limit from increases in the relative value of the yen to the dollar. “Straddles” of the type that may be used by a Portfolio are considered to constitute hedging transactions and are consistent with the policies described above. No Portfolio will attempt to hedge all of its foreign portfolio positions.
FORWARD FOREIGN EXCHANGE TRANSACTIONS. Forward foreign exchange transactions are OTC contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a price and future date set at the time of the contract. Spot foreign exchange transactions are similar but require current, rather than future, settlements Portfolio will enter into foreign exchange transactions for purposes of hedging either a specific transaction or a portfolio position, or, with respect to certain Portfolios, to seek to enhance returns. A Portfolio may enter into a foreign exchange transaction for purposes of hedging a specific transaction by, for example, purchasing a currency needed to settle a security transaction or selling a currency in which the Portfolio has received or anticipates receiving a dividend or distribution. A Portfolio may enter into a foreign exchange transaction for purposes of hedging a

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portfolio position by selling forward a currency in which a portfolio position of the Portfolio is denominated or by purchasing a currency in which the Portfolio anticipates acquiring a portfolio position in the near future. A Portfolio may also hedge portfolio positions through currency swaps, which are transactions in which one currency is simultaneously bought for a second currency on a spot basis and sold for the second currency on a forward basis. Forward foreign exchange transactions involve substantial currency risk, and also involve credit and liquidity risk.
CURRENCY FUTURES. A Portfolio may also seek to enhance returns or hedge against the decline in the value of a currency against the US dollar through use of currency futures or options thereon. Currency futures are similar to forward foreign exchange transactions except that futures are standardized, exchange-traded contracts. See “Futures” above. Currency futures involve substantial currency risk, and also involve leverage risk.
CURRENCY OPTIONS. A Portfolio may also seek to enhance returns or hedge against the decline in the value of a currency against the US dollar through the use of currency options. Currency options are similar to options on securities, but in consideration for an option premium the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option) a specified amount of a specified currency on or before the expiration date for a specified amount of another currency. A Portfolio may engage in transactions in options on currencies either on exchanges or OTC markets. See “Types of Options” above and “Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives” below. Currency options involve substantial currency risk, and may also involve credit, leverage or liquidity risk.
LIMITATIONS ON CURRENCY HEDGING. Most Portfolios will not speculate in Currency Instruments although certain Portfolios may use such instruments to seek to enhance returns. Accordingly, except for portfolios managed by PIMCO and PGIM, a Portfolio will not hedge a currency in excess of the aggregate market value of the securities that it owns (including receivables for unsettled securities sales), or has committed to or anticipates purchasing, which are denominated in such currency. A Portfolio may, however, hedge a currency by entering into a transaction in a Currency Instrument denominated in a currency other than the currency being hedged (a “cross-hedge”). A Portfolio will only enter into a cross-hedge if the Manager believes that (i) there is a demonstrable high correlation between the currency in which the cross-hedge is denominated and the currency being hedged, and (ii) executing a cross-hedge through the currency in which the cross-hedge is denominated will be significantly more cost-effective or provide substantially greater liquidity than executing a similar hedging transaction by means of the currency being hedged.
RISK FACTORS IN HEDGING FOREIGN CURRENCY RISKS. Hedging transactions involving Currency Instruments involve substantial risks, including correlation risk. While a Portfolio's use of Currency Instruments to effect hedging strategies is intended to reduce the volatility of the net asset value of the Portfolio's shares, the net asset value of the Portfolio's shares will fluctuate. Moreover, although Currency Instruments will be used with the intention of hedging against adverse currency movements, transactions in Currency Instruments involve the risk that anticipated currency movements will not be accurately predicted and that the Portfolio's hedging strategies will be ineffective. To the extent that a Portfolio hedges against anticipated currency movements that do not occur, the Portfolio may realize losses and decrease its total return as the result of its hedging transactions. Furthermore, a Portfolio may only engage in hedging activities from time to time and may not be engaging in hedging activities when movements in currency exchange rates occur.
In connection with its trading in forward foreign currency contracts, a Portfolio will contract with a foreign or domestic bank, or foreign or domestic securities dealer, to make or take future delivery of a specified amount of a particular currency. There are no limitations on daily price moves in such forward contracts, and banks and dealers are not required to continue to make markets in such contracts. There have been periods during which certain banks or dealers have refused to quote prices for such forward contracts or have quoted prices with an unusually wide spread between the price at which the bank or dealer is prepared to buy and that at which it is prepared to sell. Governmental imposition of credit controls might limit any such forward contract trading. With respect to its trading of forward contracts, if any, a Portfolio will be subject to the risk of bank or dealer failure and the inability of, or refusal by, a bank or dealer to perform with respect to such contracts. Any such default would deprive the Portfolio of any profit potential or force the Portfolio to cover its commitments for resale, if any, at the then market price and could result in a loss to the Portfolio.
It may not be possible for a Portfolio to hedge against currency exchange rate movements, even if correctly anticipated, in the event that (i) the currency exchange rate movement is so generally anticipated that the Portfolio is not able to enter into a hedging transaction at an effective price, or (ii) the currency exchange rate movement relates to a market with respect to which Currency Instruments are not available and it is not possible to engage in effective foreign currency hedging. The cost to a Portfolio of engaging in foreign currency transactions varies with such factors as the currencies involved, the length of the contract period and the market conditions then prevailing. Since transactions in foreign currency exchange usually are conducted on a principal basis, no fees or commissions are involved.

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RISK FACTORS IN DERIVATIVES. Derivatives are volatile and involve significant risks. In addition to the risks described in the Prospectus, the use of derivatives for hedging purposes involves correlation risk. If the value of the derivative moves more or less than the value of the hedged instruments, a Portfolio will experience a gain or loss that will not be completely offset by movements in the value of the hedged instruments.
A Portfolio intends to enter into transactions involving derivatives only if there appears to be a liquid secondary market for such instruments or, in the case of illiquid instruments traded in OTC transactions, such instruments satisfy the criteria set forth below under “Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives.” However, there can be no assurance that, at any specific time, either a liquid secondary market will exist for a derivative or the Portfolio will otherwise be able to sell such instrument at an acceptable price. It may therefore not be possible to close a position in a derivative without incurring substantial losses, if at all.
FOREIGN INVESTMENT RISKS. Certain Portfolios may invest in foreign equity and/or debt securities. Foreign debt securities include certain foreign bank obligations and US dollar or foreign currency-denominated obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities.
Foreign Market Risk. Portfolios that may invest in foreign securities offer the potential for more diversification than a Portfolio that invests only in the United States because securities traded on foreign markets have often (though not always) performed differently than securities in the United States. However, such investments involve special risks not present in US investments that can increase the chances that a Portfolio will lose money. In particular, a Portfolio is subject to the risk that, because there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may be difficult for the Portfolio to buy and sell securities on those exchanges. In addition, prices of foreign securities may fluctuate more than prices of securities traded in the United States.
Foreign Economy Risk. The economies of certain foreign markets often do not compare favorably with that of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources, and balance of payments position. Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets, or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair a Portfolio's ability to purchase or sell foreign securities or transfer the Portfolio's assets or income back into the United States, or otherwise adversely affect a Portfolio's operations. Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.
Currency Risk and Exchange Risk. Securities in which a Portfolio invests may be denominated or quoted in currencies other than the US dollar. Changes in foreign currency exchange rates will affect the value of a Portfolio's portfolio. Generally, when the US dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer US dollars. Conversely, when the US dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more US dollars. This risk, generally known as “currency risk,” means that a stronger US dollar will reduce returns for US investors while a weak US dollar will increase those returns.
Governmental Supervision and Regulation/Accounting Standards. Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than does the United States. Some countries may not have laws to protect investors comparable to the US securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a company's securities based on nonpublic information about that company. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as US accounting standards, it may be harder for Portfolio management to completely and accurately determine a company's financial condition.
Certain Risks of Holding Portfolio Assets Outside the United States. A Portfolio generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on a Portfolio's ability to recover its assets if a foreign bank or depository or issuer of a security or any of their agents goes bankrupt. In addition, it is often more expensive for a Portfolio to buy, sell and hold securities in certain foreign markets

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than in the United States. The increased expense of investing in foreign markets reduces the amount a Portfolio can earn on its investments and typically results in a higher operating expense ratio for the Portfolio as compared to investment companies that invest only in the United States.
Settlement Risk. Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically generated by the settlement of US investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions; these problems may make it difficult for a Portfolio to carry out transactions. If a Portfolio cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Portfolio cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Portfolio could be liable to that party for any losses incurred.
Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, thereby reducing the amount available for distribution to shareholders.
Certain transactions in derivatives (such as futures transactions or sales of put options) involve substantial leverage risk and may expose a Portfolio to potential losses, which exceed the amount originally invested by the Portfolio. When a Portfolio engages in such a transaction, the Portfolio will deposit in a segregated account at its custodian liquid securities with a value at least equal to the Portfolio's exposure, on a mark-to-market basis, to the transaction (as calculated pursuant to requirements of the SEC). Such segregation will ensure that a Portfolio has assets available to satisfy its obligations with respect to the transaction, but will not limit the Portfolio's exposure to loss.
Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives. Certain derivatives traded in OTC markets, including indexed securities, swaps and OTC options, involve substantial liquidity risk. The absence of liquidity may make it difficult or impossible for a Portfolio to sell such instruments promptly at an acceptable price. The absence of liquidity may also make it more difficult for a Portfolio to ascertain a market value for such instruments. A Portfolio will, therefore, acquire illiquid OTC instruments (i) if the agreement pursuant to which the instrument is purchased contains a formula price at which the instrument may be terminated or sold, or (ii) for which the Manager anticipates the Portfolio can receive on each business day at least two independent bids or offers, unless a quotation from only one dealer is available, in which case that dealer's quotation may be used.
Because derivatives traded in OTC markets are not guaranteed by an exchange or clearing corporation and generally do not require payment of margin, to the extent that a Portfolio has unrealized gains in such instruments or has deposited collateral with its counterparty the Portfolio is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations. A Portfolio will attempt to minimize the risk that a counterparty will become bankrupt or otherwise fail to honor its obligations by engaging in transactions in derivatives traded in OTC markets only with financial institutions that appear to have substantial capital or that have provided the Portfolio with a third-party guaranty or other credit enhancement.
RECENT EVENTS IN EUROPEAN COUNTRIES . A number of countries in Europe have experienced severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity. These difficulties may continue, worsen or spread within and beyond Europe. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, in June 2016, the United Kingdom voted to withdraw from the European Union (commonly referred to as “Brexit”), and one or more other countries may withdraw from the European Union and/or abandon the euro, the common currency of the European Union. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching. Brexit may have a significant impact on the economies of the United Kingdom and Europe as well as the broader global economy, which may cause increased volatility and illiquidity in global financial markets, and potentially lower economic growth in these and other markets. In addition, Brexit may cause other member states to contemplate withdrawing from the EU, which would likely prolong political and economic instability in the region and cause additional market disruption. Whether or not a Portfolio invests in securities of issuers located in Europe or with significant exposure to European issuers or countries, these events could result in losses to the Portfolio, as there may be negative effects on the value and liquidity of the Portfolio’s investments and/or the Portfolio's ability to enter into certain transactions.

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DISTRESSED SECURITIES. A Portfolio may invest in securities, including corporate loans purchased in the secondary market, which are the subject of bankruptcy proceedings or otherwise in default as to the repayment of principal and/or interest at the time of acquisition by the Portfolio or are rated in the lower rating categories (Ca or lower by Moody's and CC or lower by S&P or Fitch) or which, if unrated, are in the judgment of the Manager of equivalent quality (Distressed Securities). Investment in Distressed Securities is speculative and involves significant risks. Distressed Securities frequently do not produce income while they are outstanding and may require a Portfolio to bear certain extraordinary expenses in order to protect and recover its investment.
A Portfolio will generally make such investments only when the Manager believes it is reasonably likely that the issuer of the Distressed Securities will make an exchange offer or will be the subject of a plan of reorganization pursuant to which the Portfolio will receive new securities. However, there can be no assurance that such an exchange offer will be made or that such a plan of reorganization will be adopted. In addition, a significant period of time may pass between the time at which a Portfolio makes its investment in Distressed Securities and the time that any such exchange offer or plan of reorganization is completed. During this period, it is unlikely that a Portfolio will receive any interest payments on the Distressed Securities, the Portfolio will be subject to significant uncertainty as to whether or not the exchange offer or plan of reorganization will be completed and the Portfolio may be required to bear certain extraordinary expenses to protect and recover its investment. Even if an exchange offer is made or plan of reorganization is adopted with respect to Distressed Securities held by a Portfolio, there can be no assurance that the securities or other assets received by a Portfolio in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made. Moreover, any securities received by a Portfolio upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As a result of a Portfolio's participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of Distressed Securities, the Portfolio may be restricted from disposing of such securities.
ILLIQUID OR RESTRICTED SECURITIES. Each Portfolio (other than the Government Money Market Portfolio) generally may invest up to 15% of its net assets in illiquid securities. The Government Money Market Portfolio may invest up to 5% of its net assets in illiquid securities. An illiquid security is one that may not be sold or disposed of in the ordinary course of business within seven days at approximately the price used to determine the Portfolio's net asset value. Illiquid securities include, but are not limited to, certain securities sold in private placements with restrictions on resale and not traded, repurchase agreements maturing in more than seven days, and other investment determined not to be readily marketable. The 15% and 5% limits are applied as of the date a Portfolio purchases an illiquid security. It is possible that a Portfolio's holding of illiquid securities could exceed the 15% limit (5% for the Government Money Market Portfolio), for example as a result of market developments or redemptions.
Each Portfolio may purchase certain restricted securities that can be resold to institutional investors and which may be determined to be liquid pursuant to the procedures of the Portfolios. In many cases, those securities are traded in the institutional market under Rule 144A under the 1933 Act and are called Rule 144A securities. Securities determined to be liquid under these procedures are not subject to the 15% and 5% limits.
Investments in illiquid securities involve more risks than investments in similar securities that are readily marketable. Illiquid securities may trade at a discount from comparable, more liquid securities. Investment of a Portfolio's assets in illiquid securities may restrict the ability of the Portfolio to dispose of its investments in a timely fashion and for a fair price as well as its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly acute where a Portfolio's operations require cash, such as when a Portfolio has net redemptions, and could result in the Portfolio borrowing to meet short-term cash requirements or incurring losses on the sale of illiquid investments.
Illiquid securities are often restricted securities sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor traded in other established markets. In many cases, the privately placed securities may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. To the extent privately placed securities may be resold in privately negotiated transactions, the prices realized from the sales could be less than those originally paid by the Portfolio or less than the fair value of the securities. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. If any privately placed securities held by a Portfolio are required to be registered under the securities laws of one or more jurisdictions before being resold, the Portfolio may be required to bear the expenses of registration. Private placement investments may involve investments in smaller, less seasoned issuers, which may involve greater risks than investments in more established companies. These issuers may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In making investments in private placement securities, a Portfolio may obtain access to material non-public information, which may restrict the Portfolio's ability to conduct transactions in those securities.

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In October 2016, the SEC adopted a new rule that regulates the management of liquidity risk by certain investment companies registered under the 1940 Act, such as the Portfolios. The new rule may impact the Portfolios’ performance and ability to achieve their respective investment objectives. The Manager continues to evaluate the potential impact of this new rule, which has a compliance date of December 1, 2018 as it relates to the Portfolios.
INVESTMENT IN EMERGING MARKETS. Certain Portfolios may invest in the securities of issuers domiciled in various countries with emerging capital markets. Specifically, a country with an emerging capital market includes, but is not necessarily limited to, any country that the World Bank, the International Finance Corporation, the United Nations or its authorities has determined to have a low or middle income economy. In addition, the subadviser has broad discretion to identify or determine those countries that it considers to qualify as emerging markets. Countries with emerging markets can be found in regions such as Asia, Latin America, Eastern Europe and Africa. Investments in emerging markets may be more susceptible to the risks associated with foreign investments.
Such capital markets are emerging in a dynamic political and economic environment brought about by events over recent years that have reshaped political boundaries and traditional ideologies. In such a dynamic environment, there can be no assurance that these capital markets will continue to present viable investment opportunities for a Portfolio. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such an event, it is possible that a Portfolio could lose the entire value of its investments in the affected markets. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors.
Restrictions on Certain Investments. A number of publicly traded closed-end investment companies have been organized to facilitate indirect foreign investment in developing countries, and certain of such countries, such as Thailand, South Korea, Chile and Brazil have specifically authorized such Portfolios. There also are investment opportunities in certain of such countries in pooled vehicles that resemble open-end investment companies. In accordance with the 1940 Act, a Portfolio may invest up to 10% of its total assets in securities of other investment companies, not more than 5% of which may be invested in any one such company. In addition, under the 1940 Act, a Portfolio may not own more than 3% of the total outstanding voting stock of any investment company. These restrictions on investments in securities of investment companies may limit opportunities for a Portfolio to invest indirectly in certain developing countries. New shares of certain investment companies may at times be acquired only at market prices representing premiums to their net asset values. If a Portfolio acquires shares of other investment companies, shareholders would bear both their proportionate share of expenses of the Portfolio (including management and advisory fees) and, indirectly, the expenses of such other investment companies. See also “Investments in Other Investment Companies.”
Restrictions on Foreign Investments in Asia-Pacific Countries. Some developing Asia-Pacific countries prohibit or impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign entities such as a Portfolio. As illustrations, certain countries may require governmental approval prior to investments by foreign persons or limit the amount of investment by foreign persons in a particular company or limit the investment by foreign persons to only a specific class of securities of a company which may have less advantageous terms (including price) than securities of the company available for purchase by nationals. There can be no assurance that a Portfolio will be able to obtain required governmental approvals in a timely manner. In addition, changes to restrictions on foreign ownership of securities subsequent to a Portfolio's purchase of such securities may have an adverse effect on the value of such shares. Certain countries may restrict investment opportunities in issuers or industries deemed important to national interests.
The manner in which foreign investors may invest in companies in certain developing Asia-Pacific countries, as well as limitations on such investments, also may have an adverse impact on the operations of a Portfolio. For example, a Portfolio may be required in certain of such countries to invest initially through a local broker or other entity and then have the shares purchased re-registered in the name of the Portfolio. Re-registration may in some instances not be able to occur on a timely basis, resulting in a delay during which a Portfolio may be denied certain of its rights as an investor, including rights as to dividends or to be made aware of certain corporate actions. There also may be instances where a Portfolio places a purchase order but is subsequently informed, at the time of re-registration, that the permissible allocation of the investment to foreign investors has been filled, depriving the Portfolio of the ability to make its desired investment at that time.
Substantial limitations may exist in certain countries with respect to a Portfolio's ability to repatriate investment income, capital or the proceeds of sales of securities by foreign investors. A Portfolio could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Portfolio of any restrictions on investments. For example, in September 1998, Malaysia imposed currency controls that limited a Portfolio's ability to repatriate proceeds of Malaysian investments. It is possible that Malaysia, or certain other countries may impose similar restrictions or other restrictions relating to their currencies or to securities of issuers in those countries. To the extent that such restrictions have the effect of making certain investments illiquid, securities may not be available to meet redemptions. Depending on a variety of financial factors,

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the percentage of a Portfolio's portfolio subject to currency controls may increase. In the event other countries impose similar controls, the portion of the Portfolio's assets that may be used to meet redemptions may be further decreased. Even where there is no outright restriction on repatriation of capital, the mechanics of repatriation may affect certain aspects of the operations of a Portfolio. For example, investments may be withdrawn from the People's Republic of China only in US or Hong Kong dollars and only at an exchange rate established by the government once each week. In certain countries, banks or other financial institutions may be among the leading companies or have actively traded securities. The 1940 Act restricts a Portfolio's investments in any equity securities of an issuer that, in its most recent fiscal year, derived more than 15% of its revenues from “securities related activities,” as defined by the rules thereunder. These provisions may restrict a Portfolio's investments in certain foreign banks and other financial institutions.
Risk of Investing through Stock Connect. China A-shares (“A-shares”) are equity securities of companies based in mainland China that trade on Chinese stock exchanges such as the Shanghai Stock Exchange (“SSE”) and the Shenzhen Stock Exchange (“SZSE”). Foreign investment in A-shares on the SSE and SZSE has historically not been permitted, other than through a license granted under regulations in the People’s Republic of China (“PRC”) known as the Qualified Foreign Institutional Investor and Renminbi (“RMB”) Qualified Foreign Institutional Investor systems. Each license permits investment in A-shares only up to a specified quota.
Investment in eligible A-shares listed and traded on the SSE is also permitted through the Shanghai-Hong Kong Stock Connect program (“Stock Connect”). Stock Connect is a securities trading and clearing program established by Hong Kong Securities Clearing Company Limited (“HKSCC”), the SSE and China Securities Depository and Clearing Corporation Limited (“CSDCC”) that aims to provide mutual stock market access between the PRC and Hong Kong by permitting investors to trade and settle shares on each market through their local exchanges. Certain Portfolios may invest in A-shares through Stock Connect or on such other stock exchanges in China which participate in Stock Connect from time to time. Under Stock Connect, the Portfolio’s trading of eligible A-shares listed on the SSE would be effectuated through its Hong Kong broker.
Although no individual investment quotas or licensing requirements apply to investors in Stock Connect, trading through Stock Connect’s Northbound Trading Link is subject to aggregate and daily investment quota limitations that require that buy orders for A-shares be rejected once the remaining balance of the relevant quota drops to zero or the daily quota is exceeded (although the Portfolio will be permitted to sell A-shares regardless of the quota balance). These limitations may restrict the Portfolio from investing in A-shares on a timely basis, which could affect the Portfolio’s ability to effectively pursue its investment strategy. Investment quotas are also subject to change.
Investment in eligible A-shares through Stock Connect is subject to trading, clearance and settlement procedures that could pose risks to the Portfolio. A-shares purchased through Stock Connect generally may not be sold or otherwise transferred other than through Stock Connect in accordance with applicable rules. For example, PRC regulations require that in order for an investor to sell any A-shares on a certain trading day, there must be sufficient A-shares in the investor’s account before the market opens on that day. If there are insufficient A-shares in the investor’s account, the sell order will be rejected by the SSE. The Stock Exchange of Hong Kong (“SEHK”) carries out pre-trade checking on sell orders of certain stocks listed on the SSE market (“SSE Securities”) of its participants (i.e., stock brokers) to ensure that this requirement is satisfied. While shares must be designated as eligible to be traded under Stock Connect, those shares may also lose such designation, and if this occurs, such shares may be sold but cannot be purchased through Stock Connect. In addition, Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. Therefore, an investment in A-shares through Stock Connect may subject the Portfolio to a risk of price fluctuations on days where the Chinese market is open, but Stock Connect is not trading. Moreover, day (turnaround) trading is not permitted on the A-shares market. If an investor buys A-shares on day “T,” the investor will only be able to sell the A-shares on or after day T+1. Further, since all trades of eligible Stock Connect A-shares must be settled in RMB, investors must have timely access to a reliable supply of offshore RMB, which cannot be guaranteed.
A-shares held through the nominee structure under Stock Connect will be held through HKSCC as nominee on behalf of investors. The precise nature and rights of the Portfolio as the beneficial owner of the SSE Securities through HKSCC as nominee is not well defined under PRC law. There is lack of a clear definition of, and distinction between, legal ownership and beneficial ownership under PRC law and there have been few cases involving a nominee account structure in the PRC courts. The exact nature and methods of enforcement of the rights and interests of the Portfolio under PRC law is also uncertain. In the unlikely event that HKSCC becomes subject to winding up proceedings in Hong Kong there is a risk that the SSE Securities may not be regarded as held for the beneficial ownership of the Portfolio or as part of the general assets of HKSCC available for general distribution to its creditors. Notwithstanding the fact that HKSCC does not claim proprietary interests in the SSE Securities held in its omnibus stock account in the CSDCC, the CSDCC as the share registrar for SSE listed companies will still treat HKSCC as one of the shareholders when it handles corporate actions in respect of such SSE Securities. HKSCC monitors the corporate actions affecting SSE Securities and keeps participants of Central Clearing and Settlement System (“CCASS”) informed of all such corporate actions that require CCASS participants to take steps

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in order to participate in them. Investors may only exercise their voting rights by providing their voting instructions to the HKSCC through participants of the CCASS. All voting instructions from CCASS participants will be consolidated by HKSCC, who will then submit a combined single voting instruction to the relevant SSE-listed company.
The Portfolio’s investments through Stock Connect’s Northbound Trading Link are not covered by Hong Kong’s Investor Compensation Portfolio. Hong Kong’s Investor Compensation Portfolio is established to pay compensation to investors of any nationality who suffer pecuniary losses as a result of default of a licensed intermediary or authorized financial institution in relation to exchange-traded products in Hong Kong. In addition, since the Portfolio is carrying out Northbound trading through securities brokers in Hong Kong but not PRC brokers, it is not protected by the China Securities Investor Protection Portfolio in the PRC.
Market participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk management and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the “connectivity” in Stock Connect requires the routing of orders across the border of Hong Kong and the PRC. This requires the development of new information technology systems on the part of the SEHK and exchange participants. There is no assurance that these systems will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems fail to function properly, trading in A-shares through Stock Connect could be disrupted.
Stock Connect launched on November 17, 2014 and is in its initial stages. The current regulations are untested and there is no certainty as to how they will be applied or interpreted going forward. In addition, the current regulations are subject to change and there can be no assurance that Stock Connect will not be discontinued. New regulations may be issued from time to time by the regulators and stock exchanges in PRC and Hong Kong in connection with operations, legal enforcement and cross-border trades under Stock Connect. The Portfolio may be adversely affected as a result of such changes. Furthermore, the securities regimes and legal systems of PRC and Hong Kong differ significantly and issues may arise based on these differences. In the event that the relevant systems fail to function properly, trading in both markets through Stock Connect could be disrupted and the Portfolio’s ability to achieve its investment objective may be adversely affected. In addition, the Portfolio’s investments in A-shares through Stock Connect are generally subject to Chinese securities regulations and listing rules, among other restrictions. Further, different fees, costs and taxes are imposed on foreign investors acquiring A-shares obtained through Stock Connect, and these fees, costs and taxes may be higher than comparable fees, costs and taxes imposed on owners of other securities providing similar investment exposure.
A-Share Market Suspension Risk. A-shares may only be bought from, or sold to, the Portfolio at times when the relevant A-shares may be sold or purchased on the relevant Chinese stock exchange. The A-shares market has historically had a higher propensity for trading suspensions than many other global equity markets. Trading suspensions in certain stocks could lead to greater market execution risk and costs for the Portfolio. The SSE currently applies a daily price limit, set at 10%, of the amount of fluctuation permitted in the prices of A-shares during a single trading day. The daily price limit refers to price movements only and does not restrict trading within the relevant limit. There can be no assurance that a liquid market on an exchange will exist for any particular A-share or for any particular time.
INVESTMENT IN OTHER INVESTMENT COMPANIES. Each Portfolio may invest in other investment companies, including exchange-traded funds. In accordance with the 1940 Act, a Portfolio may invest up to 10% of its total assets in securities of other investment companies. In addition, under the 1940 Act, a Portfolio may not own more than 3% of the total outstanding voting stock of any investment company and not more than 5% of the value of the Portfolio's total assets may be invested in securities of any investment company. (These limits do not restrict a Feeder Fund from investing all of its assets in shares of its Master Portfolio).
Notwithstanding the limits discussed above, a Portfolio may invest in other investment companies without regard to the limits set forth above, provided that the Portfolio complies with Rules 12d1-1, 12d1-2 and 12d1-3 promulgated by the Securities and Exchange Commission under the 1940 Act or otherwise permitted by exemptive order, SEC releases, no-action letters or similar interpretation. As with other investments, investments in other investment companies are subject to market and selection risk. In addition, if the Portfolio acquires shares in investment companies, shareholders would bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of such investment companies (including management and advisory fees). Investments by a money Portfolio in wholly-owned investment companies created under the laws of certain countries will not be deemed an investment in other investment companies.
JUNK BONDS. Junk bonds are debt securities that are rated below investment grade by the major rating agencies or are unrated securities that the Manager believes are of comparable quality. Although junk bonds generally pay higher rates of interest than investment grade bonds, they are high risk investments that may cause income and principal losses for a Portfolio. The major risks in junk bond investments include the following:

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Junk bonds are issued by less credit worthy companies. These securities are vulnerable to adverse changes in the issuer's industry and to general economic conditions. Issuers of junk bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing.
The issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. If the issuer experiences financial stress, it may be unable to meet its debt obligations. The issuer's ability to pay its debt obligations also may be lessened by specific issuer developments, or the unavailability of additional financing.
Junk bonds are frequently ranked junior to claims by other creditors. If the issuer cannot meet its obligations, the senior obligations are generally paid off before the junior obligations.
Junk bonds frequently have redemption features that permit an issuer to repurchase the security from a Portfolio before it matures. If an issuer redeems the junk bonds, a Portfolio may have to invest the proceeds in bonds with lower yields and may lose income.
Prices of junk bonds are subject to extreme price fluctuations. Negative economic developments may have a greater impact on the prices of junk bonds than on other higher rated fixed income securities.
Junk bonds may be less liquid than higher rated fixed income securities even under normal economic conditions. There are fewer dealers in the junk bond market, and there may be significant differences in the prices quoted for junk bonds by the dealers. Because they are less liquid, judgment may play a greater role in valuing certain of a Portfolio's portfolio securities than in the case of securities trading in a more liquid market.
A Portfolio may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
LIQUIDATION OF PORTFOLIOS. Each Portfolio reserves the right to discontinue offering shares at any time, to merge or reorganize itself, or to cease operations and liquidate at any time.
MONEY MARKET INSTRUMENTS. Certain Portfolios may invest in money market instruments. Money market instruments include cash equivalents and short-term obligations of US banks, certificates of deposit, short-term obligations issued or guaranteed by the US Government or its agencies. Money market instruments also include bankers' acceptances, commercial paper, certificates of deposit and Eurodollar obligations issued or guaranteed by bank holding companies in the US, their subsidiaries and foreign branches, by foreign banking institutions, and by the World Bank and other multinational instrumentalities, as well as commercial paper and other short-term obligations of, and variable amount master demand notes, variable rate notes and similar agreements issued by, US and foreign corporations.
MONEY MARKET FUND REFORM. In July 2014, the SEC adopted amendments to Rule 2a-7 under the 1940 Act. Rule 2a-7 imposes quality, liquidity and other requirements on any registered mutual fund that holds itself out to the public as a money market fund. The Government Money Market Portfolio is subject to Rule 2a-7. Compliance with the various provisions of the amendments took effect over the course of 2015 and 2016. The new regulations impact money market funds differently depending upon the types of investors that will be permitted to invest in a fund, and the types of securities in which a fund may invest.
“Retail” money market funds have policies and procedures reasonably designed to limit their beneficial owners to natural persons. All other money market funds are considered to be “institutional” money market funds. Retail and institutional money market funds are further classified by their investments. “Prime” money market funds are permitted to invest primarily in corporate or other non-government securities, “US government” money market funds are required to invest a very high percentage of their assets in US government securities and “municipal” money market funds are required to invest significantly in municipal securities.
Under the revised rule, institutional prime money market funds and institutional municipal money market funds are required to value their portfolio securities using market-based factors, and sell and redeem shares at prices based on a floating net asset value. A floating net asset value is calculated by rounding to the fourth decimal place in the case of a money market fund with a $1.0000 share price. Retail money market funds and institutional US government money market funds are not subject to the floating net asset value requirement.
Under the revised rule, any type of money market fund is permitted to impose a discretionary liquidity fee of up to 2% on redemptions or temporarily suspend redemptions (also known as “gate”) if the money market fund’s weekly liquid assets (as defined in Rule 2a-7) fall below 30% of the fund’s total assets and the money market fund’s board of trustees determines that the fee or gate is in the fund’s best interests. Once imposed, a discretionary liquidity fee or redemption gate will remain in effect until the fund’s board of trustees determines that the fee or gate is no longer in the fund’s best interests or the next business day after the fund’s weekly liquid assets return to 30% of the fund’s total assets, whichever occurs first. Regardless, the redemption gate is required to be lifted no later than the 10th business day after the gate is imposed, and a money market fund may not impose a redemption gate for more than 10 business days in any rolling 90-calendar day period.

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Under the revised rule, any type of money market fund (except for US government money market funds) is required to impose a liquidity fee of 1% on all redemptions if the money market fund’s weekly liquid assets (as defined in Rule 2a-7) fall below 10% of the fund’s total assets, unless the fund’s board of trustees determines that the fee is not in the fund’s best interests, or that a lower or higher (up to 2%) liquidity fee is in the fund’s best interests.
Other requirements of the revised rule include enhanced website disclosure obligations, the adoption of a new form for disclosure of certain material events (such as the imposition of liquidity fees or redemption gates), stronger diversification requirements and enhanced stress testing.
Pursuant to investment policy changes approved by the Board, effective September 12, 2016, the Government Money Market Portfolio (formerly known as the AST Money Market Portfolio) is managed as a US government money market fund under Rule 2a-7, which means that it invests at least 99.5% or more of its assets in cash, government securities, and/or repurchase agreements that are fully collateralized with cash or other government securities.  At the election of the Board, the Government Money Market Portfolio is not subject to a liquidity fee and/or a redemption gate on redemptions, which might apply to other types of money market funds should certain triggering events specified in Rule 2a-7 occur.  However, the Board reserves the right, with notice to shareholders, to change the policy with respect to liquidity fees and/or redemption gates, thereby permitting the Portfolio to impose such fees and gates in the future.
MORTGAGE-BACKED SECURITIES. Investing in mortgage-backed securities involves certain unique risks in addition to those generally associated with investing in fixed income securities and in the real estate industry in general. These unique risks include the failure of a party to meet its commitments under the related operative documents, adverse interest rate changes and the effects of prepayments on mortgage cash flows. Mortgage-backed securities are “pass-through” securities, meaning that principal and interest payments made by the borrower on the underlying mortgages are passed through to a Portfolio. The value of mortgage-backed securities, like that of traditional fixed income securities, typically increases when interest rates fall and decreases when interest rates rise. However, mortgage-backed securities differ from traditional fixed income securities because of their potential for prepayment without penalty. The price paid by a Portfolio for its mortgage-backed securities, the yield the Portfolio expects to receive from such securities and the average life of the securities are based on a number of factors, including the anticipated rate of prepayment of the underlying mortgages. In a period of declining interest rates, borrowers may prepay the underlying mortgages more quickly than anticipated, thereby reducing the yield to maturity and the average life of the mortgage-backed securities. Moreover, when a Portfolio reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid.
To the extent that a Portfolio purchases mortgage-backed securities at a premium, mortgage foreclosures and principal prepayments may result in a loss to the extent of the premium paid. If a Portfolio buys such securities at a discount, both scheduled payments of principal and unscheduled prepayments will increase current and total returns and will accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income. In a period of rising interest rates, prepayments of the underlying mortgages may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change a security that was considered short or intermediate-term at the time of purchase into a long-term security. Since long-term securities generally fluctuate more widely in response to changes in interest rates than shorter-term securities, maturity extension risk could increase the inherent volatility of the Portfolio. Under certain interest rate and prepayment scenarios, a Portfolio may fail to recoup fully its investment in mortgage-backed securities notwithstanding any direct or indirect governmental or agency guarantee.
Most mortgage-backed securities are issued by Federal government agencies such as the Government National Mortgage Association (Ginnie Mae), or by government sponsored enterprises such as the Federal Home Loan Mortgage Corporation (Freddie Mac) or the Federal National Mortgage Association (Fannie Mae). Principal and interest payments on mortgage-backed securities issued by the Federal government and some Federal government agencies, such as Ginnie Mae, are guaranteed by the Federal government and backed by the full faith and credit of the United States. Mortgage-backed securities issued by other government agencies or government sponsored enterprises, such as Freddie Mac or Fannie Mae, are backed only by the credit of the government agency or enterprise and are not backed by the full faith and credit of the United States. While certain mortgage-related securities receive government or private support, there is no assurance that such support will remain in place in the future. Additionally, mortgage-backed securities issued by government agencies or sponsored enterprises like Freddie Mac or Fannie Mae generally have very little credit risk, but may be subject to substantial interest rate risks. Private mortgage-backed securities are issued by private corporations rather than government agencies and are subject to credit risk and interest rate risk. Some mortgage-backed securities, including those issued by government agencies and government-sponsored enterprises, may be based on pools of loans that are originated by an affiliate of the Manager.

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In September 2008, the US Treasury placed Fannie Mae and Freddie Mac under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to manage their daily operations. In addition, the US Treasury entered into purchase agreements with Fannie Mae and Freddie Mac to provide them with capital in exchange for senior preferred stock. Pass-through securities issued by Fannie Mae are guaranteed as to timely payment of principal and interest by Fannie Mae. Participation certificates representing interests in mortgages from Freddie Mac’s national portfolio are guaranteed as to the timely payment of interest and principal by Freddie Mac. Private, government, or government-related entities may create mortgage loan pools offering pass-through investments in addition to those described above. The mortgages underlying these securities may be alternative mortgage instruments (that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary).
MUNICIPAL SECURITIES. Certain Portfolios may, from time to time, invest in municipal bonds including general obligation and revenue bonds. General obligation bonds are secured by the issuer's pledge of its faith, credit and taxing power for the payment of principal and interest, whereas revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. A Portfolio may also invest in municipal notes including tax, revenue and bond anticipation notes which are issued to obtain Portfolios for various public purposes.
Municipal securities include notes and bonds issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies and instrumentalities and the District of Columbia, the interest on which is generally eligible for exclusion from federal income tax and, in certain instances, applicable state or local income and personal property taxes. Such securities are traded primarily in the over-the-counter market.
The interest rates payable on certain municipal bonds and municipal notes are not fixed and may fluctuate based upon changes in market rates. Municipal bonds and notes of this type are called “variable rate” obligations. The interest rate payable on a variable rate obligation is adjusted either at predesignated intervals or whenever there is a change in the market rate of interest on which the interest rate payable is based. Other features may include the right whereby a Portfolio may demand prepayment of the principal amount of the obligation prior to its stated maturity (a demand feature) and the right of the issuer to prepay the principal amount prior to maturity. The principal benefit of a variable rate obligation is that the interest rate adjustment minimizes changes in the market value of the obligation. As a result, the purchase of variable rate obligations should enhance the ability of a Portfolio to maintain a stable NAV per share and to sell an obligation prior to maturity at a price approximating the full principal amount of the obligation.
Variable or floating rate securities include participation interests therein and inverse floaters. Floating rate securities normally have a rate of interest that is set as a specific percentage of a designated base rate, such as the rate on Treasury Bonds or Bills. The interest rate on floating rate securities changes whenever there is a change in the designated base interest rate. Variable rate securities provide for a specific periodic adjustment in the interest rate based on prevailing market rates and generally would allow a Portfolio to demand payment of the obligation on short notice at par plus accrued interest, which amount may, at times, be more or less than the amount the Portfolio paid for them. Some floating rate and variable rate securities have maturities longer than 397 calendar days but afford the holder the right to demand payment at dates earlier than the final maturity date. Such floating rate and variable rate securities will be treated as having maturities equal to the demand date or the period of adjustment of the interest rate whichever is longer.
An inverse floater is a debt instrument with a floating or variable interest rate that moves in the opposite direction of the interest rate on another security or the value of an index. Changes in the interest rate on the other security or index inversely affect the residual interest rate paid on the inverse floater, with the result that the inverse floater's price will be considerably more volatile than that of a fixed rate bond. Generally, income from inverse floating rate bonds will decrease when short-term interest rates increase, and will increase when short-term interest rates decrease. Such securities have the effect of providing a degree of investment leverage, since they may increase or decrease in value in response to changes, as an illustration, in market interest rates at a rate that is a multiple (typically two) of the rate at which fixed-rate, long-term, tax-exempt securities increase or decrease in response to such changes. As a result, the market values of such securities generally will be more volatile than the market values of fixed-rate tax-exempt securities. While inverse floaters may expose a Portfolio to leverage risk, they do not constitute borrowings for purposes of a Portfolio's restrictions on borrowings. For additional information relating to inverse floaters, please see “Indexed and Inverse Securities.”
REAL ESTATE RELATED SECURITIES. Although no Portfolio may invest directly in real estate, certain Portfolios may invest in equity securities of issuers that are principally engaged in the real estate industry. Therefore, an investment in such a Portfolio is subject to certain risks associated with the ownership of real estate and with the real estate industry in general. These risks include, among others: possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage Portfolios or other limitations on access to capital; overbuilding; risks associated with leverage; market illiquidity; extended vacancies of properties; increase in competition, property taxes, capital expenditures and operating expenses; changes in zoning laws or other governmental regulation; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; tenant bankruptcies or other credit problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents, including decreases in market rates for rents;

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investment in developments that are not completed or that are subject to delays in completion; and changes in interest rates. To the extent that assets underlying a Portfolio's investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to certain of the foregoing risks to a greater extent. Investments by a Portfolio in securities of companies providing mortgage servicing will be subject to the risks associated with refinancings and their impact on servicing rights. In addition, if a Portfolio receives rental income or income from the disposition of real property acquired as a result of a default on securities the Portfolio owns, the receipt of such income may adversely affect the Portfolio's ability to retain its tax status as a regulated investment company because of certain income source requirements applicable to regulated investment companies under the Code.
REAL ESTATE INVESTMENT TRUSTS (REITS). Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, may not be diversified geographically or by property type, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs must also meet certain requirements under the Code to avoid entity level tax and be eligible to pass-through certain tax attributes of their income to shareholders. REITs are consequently subject to the risk of failing to meet these requirements for favorable tax treatment and of failing to maintain their exemptions from registration under the 1940 Act. REITs are also subject to the risks of changes in the Code, affecting their tax status.
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline. In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT's investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
Investing in certain REITs involves risks similar to those associated with investing in small capitalization companies. These REITs may have limited financial resources, may trade less frequently and in limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, small capitalization stocks, such as these REITs, have been more volatile in price than the larger capitalization stocks included in the S&P 500 Index. The management of a REIT may be subject to conflicts of interest with respect to the operation of the business of the REIT and may be involved in real estate activities competitive with the REIT. REITs may own properties through joint ventures or in other circumstances in which the REIT may not have control over its investments. REITs may incur significant amounts of leverage.
REPURCHASE AGREEMENTS. A Portfolio may invest in securities pursuant to repurchase agreements. A Portfolio will enter into repurchase agreements only with parties meeting creditworthiness standards as set forth in the Portfolio's repurchase agreement procedures.
Under such agreements, the other party agrees, upon entering into the contract with a Portfolio, to repurchase the security at a mutually agreed-upon time and price in a specified currency, thereby determining the yield during the term of the agreement. This results in a fixed rate of return insulated from market fluctuations during such period, although such return may be affected by currency fluctuations. In the case of repurchase agreements, the prices at which the trades are conducted do not reflect accrued interest on the underlying obligation. Such agreements usually cover short periods, such as under one week. Repurchase agreements may be construed to be collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser.
In the case of a repurchase agreement, as a purchaser, a Portfolio will require all repurchase agreements to be fully collateralized at all times by cash or other liquid assets in an amount at least equal to the resale price. The seller is required to provide additional collateral if the market value of the securities falls below the repurchase price at any time during the term of the repurchase agreement. In the event of default by the seller under a repurchase agreement construed to be a collateralized loan, the underlying securities are not owned by the Portfolio but only constitute collateral for the seller's obligation to pay the repurchase price. Therefore, the Portfolio may suffer time delays and incur costs or possible losses in connection with disposition of the collateral.
A Portfolio may participate in a joint repurchase agreement account with other investment companies managed by PGIM Investments pursuant to an order of the SEC. On a daily basis, any uninvested cash balances of the Portfolio may be aggregated with those of such investment companies and invested in one or more repurchase agreements. Each Portfolio participates in the income earned or accrued in the joint account based on the percentage of its investment.
DOLLAR ROLLS. Certain Portfolios may enter into dollar rolls. In a dollar roll, a Portfolio sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type and coupon) securities on a specified future date from the same party. During the roll period, a Portfolio foregoes principal and interest paid on the securities. A Portfolio is

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compensated by the difference between the current sale price and the forward price for the future purchase (often referred to as the drop) as well as by the interest earned on the cash proceeds of the initial sale. The Portfolio will establish a segregated account in which it will maintain cash or other liquid assets, marked to market daily, having a value equal to its obligations in respect of dollar rolls.
Dollar rolls involve the risk that the market value of the securities retained by the Portfolio may decline below the price of the securities, the Portfolio has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a dollar roll files for bankruptcy or becomes insolvent, the Portfolio's use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Portfolio's obligation to repurchase the securities. Cash proceeds from dollar rolls may be invested in cash or other liquid assets.
SECURITIES LENDING. Unless otherwise noted, the Portfolio may lend its portfolio securities to brokers, dealers and other financial institutions subject to applicable regulatory requirements and guidance, including the requirements that: (1) the aggregate market value of securities loaned will not at any time exceed 33 1/3% of the total assets of the Portfolio; (2) the borrower pledge and maintain with the Portfolio collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the US Government having at all times a value of not less than 100% of the value of the securities lent; and (3) the loan be made subject to termination by the Portfolio at any time. Goldman Sachs Bank USA d/b/a Goldman Sachs Agency Lending (GSAL) serves as securities lending agent for the Portfolio, and in that role administers the Portfolio’s securities lending program. As compensation for these services, GSAL receives a portion of any amounts earned by the Portfolio through lending securities.
The Portfolio may invest the cash collateral and/or it may receive a fee from the borrower. To the extent that cash collateral is invested, it will be invested in an affiliated prime money market fund and will be subject to market depreciation or appreciation. The Portfolio will be responsible for any loss that results from this investment of collateral.
On termination of the loan, the borrower is required to return the securities to the Portfolio, and any gain or loss in the market price during the loan would inure to the Portfolio. If the borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, the Portfolio could experience delays and costs in recovering the securities lent or in gaining access to the collateral. In such situations, the Portfolio may sell the collateral and purchase a replacement investment in the market. There is a risk that the value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased.
During the time portfolio securities are on loan, the borrower will pay the Portfolio an amount equivalent to any dividend or interest paid on such securities. Voting or consent rights which accompany loaned securities pass to the borrower. However, all loans may be terminated at any time to facilitate the exercise of voting or other consent rights with respect to matters considered to be material. The Portfolio bears the risk that there may be a delay in the return of the securities which may impair the Portfolio’s ability to exercise such rights.
SECURITIES OF SMALLER OR EMERGING GROWTH COMPANIES. Investment in smaller or emerging growth companies involves greater risk than is customarily associated with investments in more established companies. The securities of smaller or emerging growth companies may be subject to more abrupt or erratic market movements than larger, more established companies or the market average in general. These companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group.
While smaller or emerging growth company issuers may offer greater opportunities for capital appreciation than large cap issuers, investments in smaller or emerging growth companies may involve greater risks and thus may be considered speculative. The Manager believes that properly selected companies of this type have the potential to increase their earnings or market valuation at a rate substantially in excess of the general growth of the economy. Full development of these companies and trends frequently takes time.
Small cap and emerging growth securities will often be traded only in the over-the-counter market or on a regional securities exchange and may not be traded every day or in the volume typical of trading on a national securities exchange. As a result, the disposition by a Portfolio of portfolio securities to meet redemptions or otherwise may require a Portfolio to make many small sales over a lengthy period of time, or to sell these securities at a discount from market prices or during periods when, in the Manager’s judgment, such disposition is not desirable.
While the process of selection and continuous supervision by the Manager does not, of course, guarantee successful investment results, it does provide access to an asset class not available to the average individual due to the time and cost involved. Careful initial selection is particularly important in this area as many new enterprises have promise but lack certain of the factors necessary to prosper. Investing in small cap and emerging growth companies requires specialized research and analysis. In addition, many investors cannot invest sufficient assets in such companies to provide wide diversification.

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Small companies are generally little known to most individual investors although some may be dominant in their respective industries. The Manager believes that relatively small companies will continue to have the opportunity to develop into significant business enterprises. A Portfolio may invest in securities of small issuers in the relatively early stages of business development that have a new technology, a unique or proprietary product or service, or a favorable market position. Such companies may not be counted upon to develop into major industrial companies, but Portfolio management believes that eventual recognition of their special value characteristics by the investment community can provide above-average long-term growth to the portfolio.
Equity securities of specific small cap issuers may present different opportunities for long-term capital appreciation during varying portions of economic or securities markets cycles, as well as during varying stages of their business development. The market valuation of small cap issuers tends to fluctuate during economic or market cycles, presenting attractive investment opportunities at various points during these cycles.
Smaller companies, due to the size and kinds of markets that they serve, may be less susceptible than large companies to intervention from the Federal government by means of price controls, regulations or litigation.
SHORT SALES AND SHORT SALES AGAINST-THE-BOX. Certain Portfolios may make short sales of securities, either as a hedge against potential declines in value of a portfolio security or to realize appreciation when a security that the Portfolio does not own declines in value. When a Portfolio makes a short sale, it borrows the security sold short and delivers it to the broker-dealer through which it made the short sale. A Portfolio may have to pay a fee to borrow particular securities and is often obligated to turn over any payments received on such borrowed securities to the lender of the securities. The Trust may not be able to limit any losses resulting from share price volatility if the security indefinitely continues to increase in value at such specified time.
A Portfolio secures its obligation to replace the borrowed security by depositing collateral with the broker-dealer, usually in cash, US Government securities or other liquid securities similar to those borrowed. With respect to the uncovered short positions, a Portfolio is required to (1) deposit similar collateral with its custodian or otherwise segregate collateral on its records, to the extent that the value of the collateral in the aggregate is at all times equal to at least 100% of the current market value of the security sold short, or (2) a Portfolio must otherwise cover its short position. Depending on arrangements made with the broker-dealer from which the Portfolio borrowed the security, regarding payment over of any payments received by a Portfolio on such security, a Portfolio may not receive any payments (including interest) on its collateral deposited with such broker-dealer. A Portfolio will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Portfolio replaces the borrowed security. A Portfolio will realize a gain if the security declines in price between those dates.
Certain Portfolios may also make short sales against-the-box. A short sale against-the-box is a short sale in which a Portfolio owns an equal amount of the securities sold short, or securities convertible or exchangeable for, with or without payment of any further consideration, such securities. However, if further consideration is required in connection with the conversion or exchange, cash or other liquid assets, in an amount equal to such consideration must be segregated on a Portfolio's records or with its Custodian.
SOVEREIGN DEBT. Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A governmental entity's willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the government entity's policy towards the International Monetary Fund and the political constraints to which a government entity may be subject. Governmental entities may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on the implementation of economic reforms and/or economic performance and the timely service of such debtor's obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties' commitments to lend Portfolios to the governmental entity, which may further impair such debtor's ability or willingness to timely service its debts. Consequently, governmental entities may default on their sovereign debt. Holders of sovereign debt may be requested to participate in the rescheduling of such debt and to extend further loans to government entities. In the event of a default by a governmental entity, there may be few or no effective legal remedies for collecting on such debt.
STANDBY COMMITMENT AGREEMENTS. A Portfolio may enter into standby commitment agreements. These agreements commit a Portfolio, for a stated period of time, to purchase a stated amount of securities that may be issued and sold to that Portfolio at the option of the issuer. The price of the security is fixed at the time of the commitment. At the time of entering into the agreement the Portfolio is paid a commitment fee, regardless of whether or not the security is ultimately issued. A Portfolio will enter into such agreements for the purpose of investing in the security underlying the commitment at a price that is considered advantageous to the

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Portfolio. A Portfolio will limit its investment in such commitments so that the aggregate purchase price of securities subject to such commitments, together with the value of portfolio securities subject to legal restrictions on resale that affect their marketability, will not exceed 15% of its net assets taken at the time of the commitment. A Portfolio segregates liquid assets in an aggregate amount equal to the purchase price of the securities underlying the commitment. There can be no assurance that the securities subject to a standby commitment will be issued, and the value of the security, if issued, on the delivery date may be more or less than its purchase price. Since the issuance of the security underlying the commitment is at the option of the issuer, the Portfolio may bear the risk of a decline in the value of such security and may not benefit from any appreciation in the value of the security during the commitment period. The purchase of a security subject to a standby commitment agreement and the related commitment fee will be recorded on the date on which the security can reasonably be expected to be issued, and the value of the security thereafter will be reflected in the calculation of a Portfolio's net asset value. The cost basis of the security will be adjusted by the amount of the commitment fee. In the event the security is not issued, the commitment fee will be recorded as income on the expiration date of the standby commitment.
STRIPPED SECURITIES. Stripped securities are created when the issuer separates the interest and principal components of an instrument and sells them as separate securities. In general, one security is entitled to receive the interest payments on the underlying assets (the interest only or “IO” security) and the other to receive the principal payments (the principal only or “PO” security). Some stripped securities may receive a combination of interest and principal payments. The yields to maturity on IOs and POs are sensitive to the expected or anticipated rate of principal payments (including prepayments) on the related underlying assets, and principal payments may have a material effect on yield to maturity. If the underlying assets experience greater than anticipated prepayments of principal, a Portfolio may not fully recoup its initial investment in IOs. Conversely, if the underlying assets experience less than anticipated prepayments of principal, the yield on POs could be adversely affected. Stripped securities may be highly sensitive to changes in interest rates and rates of prepayment.
STRUCTURED NOTES. Certain Portfolios may invest in structured notes. The values of the structured notes in which a Portfolio will invest may be linked to equity securities or equity indices or other instruments or indices (reference instruments). These notes differ from other types of debt securities in several respects. The interest rate or principal amount payable at maturity may vary based on changes in the value of the equity security, instrument, or index. A structured note may be positively or negatively indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable with respect to, or the interest rate of, a structured note may be a multiple of the percentage change (positive or negative) in the value of the underlying reference instrument(s).
Investments in structured notes involve certain risks, including the credit risk of the issuer and the normal risks of price changes in response to changes in interest rates. Further, in the case of certain structured notes, a decline or increase in the value of the reference instrument may cause the interest rate to be reduced to zero, and any further declines or increases in the reference instrument may then reduce the principal amount payable on maturity. The percentage by which the value of the structured note decreases may be far greater than the percentage by which the value of the reference instrument increases or decreases. Finally, these securities may be less liquid than other types of securities, and may be more volatile than their underlying reference instruments.
SUPRANATIONAL ENTITIES. A Portfolio may invest in debt securities of supranational entities. Examples include the International Bank for Reconstruction and Development (the World Bank), the European Steel and Coal Community, the Asian Development Bank and the Inter-American Development Bank. The government members, or “stockholders,” usually make initial capital contributions to the supranational entity and in many cases are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings.
TEMPORARY DEFENSIVE STRATEGY AND SHORT-TERM INVESTMENTS. Each Portfolio may temporarily invest without limit in money market instruments, including commercial paper of US corporations, certificates of deposit, bankers' acceptances and other obligations of domestic banks, and obligations issued or guaranteed by the US government, its agencies or its instrumentalities, as part of a temporary defensive strategy or to maintain liquidity to meet redemptions. Money market instruments typically have a maturity of one year or less as measured from the date of purchase.
A Portfolio also may temporarily hold cash or invest in money market instruments pending investment of proceeds from new sales of Portfolio shares or during periods of portfolio restructuring.
WARRANTS AND RIGHTS. Warrants and rights are securities permitting, but not obligating, the warrant holder to subscribe for other securities. Buying a warrant does not make a Portfolio a shareholder of the underlying stock. The warrant holder has no right to dividends or votes on the underlying stock. A warrant does not carry any right to assets of the issuer, and for this reason investment in warrants may be more speculative than other equity-based investments.

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WHEN ISSUED SECURITIES, DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS. A Portfolio may purchase or sell securities that it is entitled to receive on a when issued basis. A Portfolio may also purchase or sell securities on a delayed delivery basis or through a forward commitment. These transactions involve the purchase or sale of securities by a Portfolio at an established price with payment and delivery taking place in the future. A Portfolio enters into these transactions to obtain what is considered an advantageous price to the Portfolio at the time of entering into the transaction. No Portfolio has established any limit on the percentage of its assets that may be committed in connection with these transactions. When a Portfolio purchases securities in these transactions, the Portfolio segregates liquid securities in an amount equal to the amount of its purchase commitments.
There can be no assurance that a security purchased on a when issued basis will be issued or that a security purchased or sold through a forward commitment will be delivered. The value of securities in these transactions on the delivery date may be more or less than the Portfolio's purchase price. The Portfolio may bear the risk of a decline in the value of the security in these transactions and may not benefit from an appreciation in the value of the security during the commitment period.
US GOVERNMENT SECURITIES. Certain Portfolios may invest in adjustable rate and fixed rate US Government securities. US Government securities are instruments issued or guaranteed by the US Treasury or by an agency or instrumentality of the US Government. US Government guarantees do not extend to the yield or value of the securities or a Portfolio's shares. Not all US Government securities are backed by the full faith and credit of the United States. Some are supported only by the credit of the issuing agency.
US Treasury securities include bills, notes, bonds and other debt securities issued by the US Treasury. These instruments are direct obligations of the US Government and, as such, are backed by the full faith and credit of the United States. They differ primarily in their interest rates, the lengths of their maturities and the dates of their issuances. US Government guarantees do not extend to the yield or value of the securities or a Portfolio’s shares.
Securities issued by agencies of the US Government or instrumentalities of the US Government, including those which are guaranteed by Federal agencies or instrumentalities, may or may not be backed by the full faith and credit of the United States. Obligations of the Ginnie Mae, the Farmers Home Administration and the Small Business Administration are backed by the full faith and credit of the United States. In the case of securities not backed by the full faith and credit of the United States, a Portfolio must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitments.
Certain Portfolios may also invest in component parts of US Government securities, namely either the corpus (principal) of such obligations or one or more of the interest payments scheduled to be paid on such obligations. These obligations may take the form of (1) obligations from which the interest coupons have been stripped; (2) the interest coupons that are stripped; (3) book-entries at a Federal Reserve member bank representing ownership of obligation components; or (4) receipts evidencing the component parts (corpus or coupons) of US Government obligations that have not actually been stripped. Such receipts evidence ownership of component parts of US Government obligations (corpus or coupons) purchased by a third party (typically an investment banking firm) and held on behalf of the third party in physical or book-entry form by a major commercial bank or trust company pursuant to a custody agreement with the third party. A Portfolio may also invest in custodial receipts held by a third party that are not US Government securities. US Government securities may be affected by changing interest rates.
ZERO COUPON SECURITIES, PAY-IN-KIND SECURITIES AND DEFERRED PAYMENT SECURITIES. Certain Portfolios may invest in zero coupon securities. Zero coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. The discount approximates the total amount of interest the security will accrue and compound over the period until maturity on the particular interest payment date at a rate of interest reflecting the market rate of the security at the time of issuance. Upon maturity, the holder is entitled to receive the par value of the security. While interest payments are not made on such securities, holders of such securities are deemed to have received income (phantom income) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at the same rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder's ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently, which fluctuation increases the longer the period to maturity. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.

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A Portfolio accrues income with respect to these securities for Federal income tax and accounting purposes prior to the receipt of cash payments. Zero coupon securities may be subject to greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparable rated securities paying cash interest at regular intervals. In addition to the above-described risks, there are certain other risks related to investing in zero coupon securities. During a period of severe market conditions, the market for such securities may become even less liquid. In addition, as these securities do not pay cash interest, a Portfolio's investment exposure to these securities and their risks, including credit risk, will increase during the time these securities are held in the Portfolio's portfolio. Further, to maintain its qualification for pass-through treatment under the Federal tax laws, a Portfolio is required to distribute income to its shareholders and, consequently, may have to dispose of its portfolio securities under disadvantageous circumstances to generate the cash, or may have to leverage itself by borrowing the cash to satisfy these distributions, as they relate to the income accrued but not yet received. The required distributions will result in an increase in a Portfolio's exposure to such securities.
Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. Deferred payment securities are securities that remain a zero coupon security until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals. Holders of these types of securities are deemed to have received income (phantom income) annually, notwithstanding that cash may not be received currently. The effect of owning instruments which do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at the same rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder's ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities which pay interest currently, which fluctuation increases the longer the period to maturity. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash. Zero coupon, pay-in-kind and deferred payment securities may be subject to greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparable rated securities paying cash interest at regular intervals.
In addition to the above described risks, there are certain other risks related to investing in zero coupon, pay-in-kind and deferred payment securities. During a period of severe market conditions, the market for such securities may become even less liquid. In addition, as these securities do not pay cash interest, the Portfolio's investment exposure to these securities and their risks, including credit risk, will increase during the time these securities are held in the Portfolio's portfolio. Further, to maintain its qualification for pass-through treatment under the federal tax laws, the Portfolio is required to distribute income to its shareholders and, consequently, may have to dispose of its portfolio securities under disadvantageous circumstances to generate the cash, or may have to leverage itself by borrowing the cash to satisfy these distributions, as they relate to the distribution of phantom income and the value of the paid-in-kind interest. The required distributions will result in an increase in the Portfolio's exposure to such securities.
NET ASSET VALUES
Any purchase or sale of Portfolio shares is made at the net asset value, or NAV, of such shares. The price at which a purchase or redemption is made is based on the next calculation of the NAV after the order is received in good order. The NAV of each Portfolio is typically determined on each day the NYSE is open for trading as of the close of the exchange's regular trading session (which is generally 4:00 p.m. New York time). The Trust will not treat an intraday unscheduled disruption in NYSE trading as a closure of the NYSE and will price its shares as of 4:00 p.m. if the particular disruption directly affects only the NYSE. The NYSE is closed on most national holidays and Good Friday. The Trust does not price, and shareholders will not be able to purchase or redeem, the Trust's shares on days when the NYSE is closed but the primary markets for the Trust's foreign securities are open, even though the value of these securities may have changed. Conversely, the Trust will ordinarily price its shares, and shareholders may purchase and redeem shares, on days that the NYSE is open but foreign securities markets are closed.
The securities held by each of the Trust's portfolios are valued based upon market quotations or, if not readily available, at fair value as determined in good faith under procedures established by the Trust's Board of Trustees. The Trust may use fair value pricing if it determines that a market quotation is not reliable based, among other things, on market conditions that occur after the quotation is derived or after the closing of the primary market on which the security is traded, but before the time that the NAV is determined. This use of fair value pricing most commonly occurs with securities that are primarily traded outside of the US because such securities present time-zone arbitrage opportunities when events or conditions affecting the prices of specific securities or the prices of securities traded in such markets generally occur after the close of the foreign markets but prior to the time that a Portfolio determines its NAV.
The Trust may also use fair value pricing with respect to US traded securities if, for example, trading in a particular security is halted and does not resume before a Portfolio calculates its NAV or the exchange on which a security is traded closes early. In addition, fair value pricing is used for securities where the pricing agent or principal market maker does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Manager (or subadviser) does not represent fair value. Different

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valuation methods may result in differing values for the same security. The fair value of a portfolio security that a Portfolio uses to determine its NAV may differ from the security's published or quoted price. If a Portfolio needs to implement fair value pricing after the NAV publishing deadline but before shares of the Portfolio are processed, the NAV you receive or pay may differ from the published NAV price. For purposes of computing each Portfolio's NAV, we will value the each Portfolio's futures contracts 15 minutes after the close of regular trading on the NYSE. Except when we fair value securities, we normally value each foreign security held by the Trust as of the close of the security's primary market.
Fair value pricing procedures are designed to result in prices for a Portfolio's securities and its NAV that are reasonable in light of the circumstances which make or have made market quotations unavailable or unreliable, and to reduce arbitrage opportunities available to short-term traders. There is no assurance, however, that fair value pricing will more accurately reflect the market value of a security than the market price of such security on that day or that it will prevent dilution of a Portfolio's NAV by short-term traders. In the event that the fair valuation of a security results in a change of $0.01 or more to a Portfolio’s NAV per share and/or in the aggregate results in a change of one half of one percent or more of a Portfolio’s daily NAV, the Board of Trustees shall promptly be notified, in detail, of the fair valuation, and the fair valuation will be reported on at the next regularly scheduled Board meeting. Also, the Board of Trustees receives, on an interim basis, minutes of the meetings of the Trust’s Valuation Committee that occur between regularly scheduled Board meetings.
The NAV for each of the Portfolios is determined by a simple calculation. It's the total value of a Portfolio (assets minus liabilities) divided by the total number of shares outstanding.
To determine a Portfolio's NAV, its holdings are valued as follows:
Equity securities for which the primary market is on an exchange (whether domestic or foreign) shall be valued at the last sale price on such exchange or market on the day of valuation or, if there was no sale on such day, at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price. Securities included within the NASDAQ market shall be valued at the NASDAQ official closing price (NOCP) on the day of valuation, or if there was no NOCP issued, at the last sale price on such day. Securities included within the NASDAQ market for which there is no NOCP and no last sale price on the day of valuation shall be valued at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price. Equity securities that are not sold on an exchange or NASDAQ are generally valued by an independent pricing agent or principal market maker.
A Portfolio may own securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Portfolios do not price their shares. Therefore, the value of a Portfolio's assets may change on days when shareholders cannot purchase or redeem Portfolio shares.
Convertible debt securities that are traded in the over-the-counter market, including listed convertible debt securities for which the primary market is believed by PGIM Investments or a subadviser to be over-the-counter, are valued on the day of valuation at an evaluated bid price provided by an independent pricing agent or, in the absence of a valuation provided by an independent pricing agent, at the bid price provided by a principal market maker or primary market dealer.
Other debt securities—those that are not valued on an amortized cost basis—are valued using an independent pricing service. Options on stock and stock indexes that are traded on a national securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no such sale on such day, at the mean between the most recently quoted bid and asked prices on such exchange.
Futures contracts and options on futures contracts are valued at the last sale price at the close of the commodities exchange or board of trade on which they are traded. If there has been no sale that day, the securities will be valued at the mean between the most recently quoted bid and asked prices on that exchange or board of trade.
Forward currency exchange contracts are valued at the cost of covering or offsetting such contracts calculated on the day of valuation. Securities which are valued in accordance herewith in a currency other than US dollars shall be converted to US dollar equivalents at a rate obtained from a recognized bank, dealer or independent service on the day of valuation.
Over-the-counter (OTC) options are valued at the mean between bid and asked prices provided by a dealer (which may be the counterparty). A subadviser will monitor the market prices of the securities underlying the OTC options with a view to determining the necessity of obtaining additional bid and ask quotations from other dealers to assess the validity of the prices received from the primary pricing dealer.

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All short-term debt securities, including bonds, notes, debentures and other debt securities, and money market instruments such as certificates of deposit, commercial paper, bankers' acceptances and obligations of domestic and foreign banks for which market quotations are readily available, are valued by an independent pricing agent or principal market maker (if available, otherwise a primary market dealer).
TAXATION
This discussion of federal income tax consequences applies to the Participating Insurance Companies because they are the direct shareholders of the Trust. Contract owners should consult their Contract prospectus for information relating to the tax matters applicable to their Contracts. In addition, variable contract owners may wish to consult with their own tax advisors as to the tax consequences of investments in the Trust, including the application of state and local taxes.
The Portfolio currently intends to be treated as a partnership for federal income tax purposes. As a result, the Portfolio's income, gains, losses, deductions, and credits will be “passed through” pro rata directly to the Participating Insurance Companies and retain the same character for federal income tax purposes. Distributions may be made to the various separate accounts of the Participating Insurance Companies in the form of additional shares (not in cash).
Under Code Section 817(h), a segregated asset account upon which a variable annuity contract or variable life insurance policy is based must be “adequately diversified.” A segregated asset account will be adequately diversified if it satisfies one of two alternative tests set forth in Treasury regulations. For purposes of these alternative diversification tests, a segregated asset account investing in shares of a regulated investment company will be entitled to “look-through” the regulated investment company to its pro rata portion of the regulated investment company's assets, provided the regulated investment company satisfies certain conditions relating to the ownership of its shares. The Trust intends to satisfy these ownership conditions. Further, the Trust intends that the Portfolio separately will be adequately diversified. Accordingly, a segregated asset account investing solely in shares of the Portfolio will be adequately diversified, and a segregated asset account investing in shares of one or more portfolios and shares of other adequately diversified funds generally will be adequately diversified.
The foregoing discussion of federal income tax consequences is based on tax laws and regulations in effect on the date of this SAI, and is subject to change by legislative or administrative action. A description of other tax considerations generally affecting the Trust and its shareholders is found in the section of the Prospectus entitled “Federal Income Taxes.” No attempt is made to present a detailed explanation of the tax treatment of the Trust or its shareholders. No attempt is made to present a detailed explanation of state or local tax matters. The discussion herein and in the Prospectus is not intended as a substitute for careful tax planning.
DISCLOSURE OF PORTFOLIO HOLDINGS
PORTFOLIOS OTHER THAN THE GOVERNMENT MONEY MARKET PORTFOLIO. Each Portfolio's portfolio holdings as of the end of the second and fourth fiscal quarters are made public, as required by law, in the Trust's annual and semi-annual reports. These reports are filed with the SEC on Form N-CSR and mailed to shareholders within 60 days after the end of the second and fourth fiscal quarters. The Trust's annual and semi-annual reports are posted on the Trust's website. Each Portfolio's portfolio holdings as of the end of the first and third fiscal quarters are made public and filed with the SEC on Form N-Q within 60 days after the end of the Portfolio's first and third fiscal quarters. In addition, the Trust may provide a full list of each Portfolio's portfolio holdings as of the end of each month on its website no sooner than approximately three business days prior to the end of the following month. The Trust may also release, at a sleeve level and/or the composite level, each Portfolio's top ten holdings (or in the case of a fund of funds the complete list of portfolio funds and/or the top ten holdings of the portfolio funds), and summary statistics regarding sectors, countries and/or industries and other characteristics, as of each month end, with all such information posted to the Trust’s website approximately 15 days after the end of the month, unless noted otherwise herein.
In addition to the forgoing, the AST Quantitative Modeling Portfolio may disclose on its website on both the 15th day of each month and the last day of each month a percentage breakdown of its assets that are invested in Equity Underlying Portfolios (as defined in its Prospectus) versus Debt-Money Market Underlying Portfolios (as defined in its Prospectus). Such information for the AST Quantitative Modeling Portfolio shall be as of a date at least five calendar days prior to its release. If the 15th day or the last day of any particular month is a non-business day, such holdings information for the AST Quantitative Modeling Portfolio shall be provided as of the immediately preceding business day.
GOVERNMENT MONEY MARKET PORTFOLIO. The Government Money Market Portfolio will release complete portfolio holdings and certain other portfolio information to the SEC as filed on Form N-MFP and to its website as required by Rules 2a-7 and 301b-7 of the Investment Company Act of 1940.

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When authorized by the Trust's Chief Compliance Officer and another officer of the Trust, portfolio holdings information may be disseminated more frequently or at different periods than as described above. The Trust has entered into ongoing arrangements to make available information about the Trust's portfolio holdings. Parties receiving this information may include intermediaries that distribute the Trust’s shares, third party providers of auditing, custody, proxy voting and other services for the Trust, rating and ranking organizations, and certain affiliated persons of the Trust, as described below. The procedures utilized to determine eligibility are set forth below:
Procedures for Release of Portfolio Holdings Information:
1. A request for release of Portfolio holdings shall be provided by such third party setting forth a legitimate business purpose for such release which shall specify the Portfolio, the terms of such release, and frequency (e.g., level of detail staleness). The request shall address whether there are any conflicts of interest between the Portfolio and the investment adviser, sub-adviser, principal underwriter or any affiliated person thereof and how such conflicts shall be dealt with to demonstrate that the disclosure is in the best interest of the shareholders of the Portfolio.
2. The request shall be forwarded to the Chief Compliance Officer of the Trust, or his delegate, for review and approval.
3. A confidentiality agreement in the form approved by an officer of the Trust must be executed with the recipient of the Portfolio holdings information.
4. An officer of the Portfolio shall approve the release and agreement. Copies of the release and agreement shall be sent to PGIM Investments’ law department.
5. Written notification of the approval shall be sent by such officer to PGIM Investments’ Fund Administration Department to arrange the release of Portfolio holdings information.
6. PGIM Investments’ Fund Administration Department shall arrange for the release of Portfolio holdings information by the Portfolio's custodian bank(s).
As of the date of this Statement of Additional Information, the Trust will provide:
1. Traditional External Recipients/Vendors
Neuberger Berman Investment Advisers LLC uses a third party called Syntel Inc. to assist with the custodial reconciliation process.
Full holdings on a daily basis to RiskMetrics Group, Broadridge and Glass, Lewis & Co (proxy voting administrator/agents) at the end of each day;
Full holdings on a daily basis to RickMetrics Group (securities class action claims services administrator) at the end of each day;
Full holdings on a daily basis to each Portfolio's subadviser(s) (as identified in the Trust’s prospectus), Custodian Bank (Bank of New York and/or PNC, as applicable), sub-custodian (Citibank, NA (foreign sub-custodian)) and accounting agents (which includes the Custodian Bank and any other accounting agent that may be appointed) at the end of each day. When a Portfolio has more than one subadviser, each subadviser receives holdings information only with respect to the “sleeve” or segment of the Portfolio for which the subadviser has responsibility;
Full holdings to a Portfolio's independent registered public accounting firm (KPMG LLP) as soon as practicable following the Portfolio's fiscal year-end or on an as-needed basis; and
Full holdings to financial printers (RR Donnelly and/or VG Reed, as applicable) as soon as practicable following the end of a Portfolio's quarterly, semi-annual and annual period ends.
2. Analytical Service Providers
Portfolio trades on a quarterly basis to Abel/Noser Corp. (an agency-only broker and transaction cost analysis company) as soon as practicable following a Portfolio's fiscal quarter-end;
Full holdings on a daily basis to FT Interactive Data (a fair value information service) at the end of each day;
Full holdings on a daily basis to FactSet Research Systems, Inc. and Lipper, Inc. (analytical services/investment research providers) at the end of each day;
Full holdings on a daily basis to Vestek (for preparation of fact sheets) at the end of each day (Target Funds and selected Prudential Mutual Funds only);
Full holdings on a quarterly basis to Plexus (review of brokerage transactions) as soon as practicable following a Portfolio's fiscal quarter-end;
Full holdings on a daily basis to Brown Brothers Harriman & Co. (certain operational functions) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day;
Full holdings on a daily basis to FactSet Research Systems Inc. (analytical services) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day;

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Full holdings on a daily basis to Glass, Lewis & Co. (proxy voting services) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day;
Full holdings on a daily basis to Markit WSO Corporation (certain operational functions) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day;
Full holdings on a daily basis to State Street Bank and Trust Company (certain operational functions) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day;
Full holdings on a daily basis to Bloomberg LP (analytical services) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day;
Full holdings on a daily basis to Moody's Analytics Knowledge Services (UK) Limited (formerly, Copal Partners (UK) Limited) (certain investment guideline monitoring and coding activities, as well as analytical services and reporting functions) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day;
Full holdings on a daily basis to MSCI, Inc (analytical services) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day;
Full holdings on a daily basis to Syntel Inc. (certain operational functions) (AST Wellington Management Hedged Equity Portfolio only) at the end of each day.
In each case, the information disclosed must be for a legitimate business purpose and is subject to a confidentiality agreement intended to prohibit the recipient from trading on or further disseminating such information (except for legitimate business purposes). Such arrangements will be monitored on an ongoing basis and will be reviewed by the Trust's Chief Compliance Officer and PGIM Investments’ Law Department on an annual basis.
In addition, certain authorized employees of PGIM Investments receive portfolio holdings information on a quarterly, monthly or daily basis or upon request, in order to perform their business functions. All PGIM Investments employees are subject to the requirements of the personal securities trading policy of Prudential Financial, Inc., which prohibits employees from trading on, or further disseminating confidential information, including portfolio holdings information.
In no instance may the Manager or the Trust receive any compensation or consideration in exchange for the portfolio holdings information.
The Board of Trustees of the Trust has approved PGIM Investments’ Policy for the Dissemination of Portfolio Holdings. The Board shall, on a quarterly basis, be advised of any revisions to the list of detailing the recipients of the portfolio holdings information and the reason for such disclosure. The Board has delegated oversight of the Trust's disclosure of portfolio holdings to the Chief Compliance Officer.
Arrangements pursuant to which the Trust discloses non-public information with respect to its portfolio holdings do not provide for any compensation in return for the disclosure of the information.
There can be no assurance that the Trust's policies and procedures on portfolio holdings information will protect the Trust from the potential misuse of such information by individuals or entities that come into possession of the information.
PROXY VOTING
The Board has delegated to the Trust's investment manager, PGIM Investments, the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Portfolio. The Trust authorizes the Manager to delegate, in whole or in part, its proxy voting authority to its investment subadviser or third party vendors consistent with the policies set forth below. The proxy voting process shall remain subject to the supervision of the Board, including any committee thereof established for that purpose.
The Manager and the Board view the proxy voting process as a component of the investment process and, as such, seek to ensure that all proxy proposals are voted with the primary goal of seeking the optimal benefit for the Portfolio. Consistent with this goal, the Board views the proxy voting process as a means to encourage strong corporate governance practices and ethical conduct by corporate management. The Manager and the Board maintain a policy of seeking to protect the best interests of the Portfolio should a proxy issue potentially implicate a conflict of interest between the Portfolio and the Manager or its affiliates.
The Manager delegates to the Portfolio's subadviser(s) the responsibility for voting the Portfolio's proxies. The subadviser is expected to identify and seek to obtain the optimal benefit for the Portfolio it manages, and to adopt written policies that meet certain minimum standards, including that the policies be reasonably designed to protect the best interests of the Portfolio and delineate procedures to be followed when a proxy vote presents a conflict between the interests of the Portfolio and the interests of the subadviser or its affiliates.

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The Manager and the Board expect that the subadviser will notify the Manager and the Board at least annually of any such conflicts identified and confirm how the issue was resolved. In addition, the Manager expects that the subadviser will deliver to the Manager, or their appointed vendor, information required for filing the Form N-PX with the SEC. Information regarding how the Portfolio of the Trust voted proxies relating to its portfolio securities during the most recent twelve-month period ended June 30 is available on the Trust’s website and on the SEC's website at www.sec.gov.
CODES OF ETHICS
The Board has adopted a Code of Ethics. In addition, the Manager, investment subadviser(s) and Distributor have each adopted a Code of Ethics (the Codes). The Codes apply to access persons (generally, persons who have access to information about a Portfolio's investment program) and permit personnel subject to the Codes to invest in securities, including securities that may be purchased or held by a Portfolio. However, the protective provisions of the Codes prohibit certain investments and limit such personnel from making investments during periods when the Portfolio is making such investments. The Codes are on public file with, and are available from, the SEC.
APPENDIX I: DESCRIPTION OF BOND RATINGS
STANDARD & POOR'S RATINGS SERVICES (S&P)
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 in 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: 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.
C: The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken, but payments on this obligation are being continued.
Plus (+) or Minus (–): 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
Commercial Paper Ratings
A-1: This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.
A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.

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Notes Ratings
An S&P notes rating reflects the liquidity factors and market risks unique to notes. Notes due in three years or less will likely receive a notes rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment.
Amortization schedule-the longer the final maturity relative to other maturities the more likely it will be treated as a note.
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.
Note rating symbols 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.
MOODY'S INVESTORS SERVICE, INC. (MOODY'S)
Debt Ratings
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than the Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future.
Baa: Bonds which are rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
Ca: Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest-rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating category from Aa to Caa. The modifier 1 indicates that the issuer is in the higher end of its letter rating category; the modifier 2 indicates a mid-range ranking; the modifier 3 indicates that the issuer is in the lower end of the letter ranking category.
Short-Term Ratings
Moody's short-term debt ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such obligations generally have an original maturity not exceeding one year, unless explicitly noted.

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PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics:
Leading market positions in well-established industries.
High rates of return on Portfolios employed.
Conservative capitalization structure with moderate reliance on debt and ample asset protection.
Broad margins in earnings coverage of fixed financial charges and high internal cash generation.
Well-established access to a range of financial markets and assured sources of alternate liquidity.
PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This normally will be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
MIG 1: This designation denotes best quality. There is strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.
MIG 2: This designation denotes high quality. Margins of protection are ample although not so large as in the proceeding group.
FITCH, INC.
International Long-Term Credit Ratings
AAA: Highest Credit Quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very High Credit Quality. AA ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High Credit Quality. A ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
BBB: Good Credit Quality. BBB ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.
BB: Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B: Highly Speculative. B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
CCC, CC, C: High Default Risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable. C ratings signal imminent default.
International Short-Term Credit Ratings
F1: Highest Credit Quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2: Good Credit Quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
F3: Fair Credit Quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.
B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

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C: High Default Risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic investment.
Plus (+) or Minus (–): Plus or minus signs may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA long-term rating category, to categories below CCC, or to short-term ratings other than F1.
APPENDIX II: PROXY VOTING POLICIES OF THE SUBADVISERS
PGIM, INC.
The policy of each of PGIM’s asset management units is to vote proxies in the best interests of their respective clients based on the clients’ priorities. Client interests are placed ahead of any potential interest of PGIM or its asset management units.
Because the various asset management units manage distinct classes of assets with differing management styles, some units will consider each proxy on its individual merits while other units may adopt a pre‐determined set of voting guidelines. The specific voting approach of each unit is noted below.
Relevant members of management and regulatory personnel oversee the proxy voting process and monitor potential conflicts of interest. In addition, should the need arise, senior members of management, as advised by Compliance and Law, are authorized to address any proxy matter involving an actual or apparent conflict of interest that cannot be resolved at the level of an individual asset management business unit.
VOTING APPROACH OF PGIM ASSET MANAGEMENT UNITS
PGIM Fixed Income. PGIM Fixed Income is a business unit of PGIM. PGIM Fixed Income’s policy is to vote proxies in the best economic interest of its clients. In the case of pooled accounts, the policy is to vote proxies in the best economic interest of the pooled account. The proxy voting policy contains detailed voting guidelines on a wide variety of issues commonly voted upon by shareholders. These guidelines reflect PGIM Fixed Income’s judgment of how to further the best economic interest of its clients through the shareholder or debt-holder voting process.
PGIM Fixed Income invests primarily in debt securities, thus there are few traditional proxies voted by it. PGIM Fixed Income generally votes with management on routine matters such as the appointment of accountants or the election of directors. From time to time, ballot issues arise that are not addressed by the policy or circumstances may suggest a vote not in accordance with the established guidelines. In these cases, voting decisions are made on a case-by-case basis by the applicable portfolio manager taking into consideration the potential economic impact of the proposal. Not all ballots are received by PGIM Fixed Income in advance of voting deadlines, but when ballots are received in a timely fashion, PGIM Fixed Income strives to meet its voting obligations. It cannot, however, guarantee that every proxy will be voted prior to its deadline.
With respect to non-U.S. holdings, PGIM Fixed Income takes into account additional restrictions in some countries that might impair its ability to trade those securities or have other potentially adverse economic consequences. PGIM Fixed Income generally votes non-U.S. securities on a best efforts basis if it determines that voting is in the best economic interest of its clients.
Occasionally, a conflict of interest may arise in connection with proxy voting. For example, the issuer of the securities being voted may also be a client of PGIM Fixed Income. When PGIM Fixed Income identifies an actual or potential material conflict of interest between the firm and its clients with respect to proxy voting, the matter is presented to senior management who will resolve such issue in consultation with the compliance and legal departments. Any issues relating to proxy voting are also escalated to the PGIM Fixed Income Trade Management Oversight Committee.
Any client may obtain a copy of PGIM Fixed Income’s proxy voting policy, guidelines and procedures, as well as the proxy voting records for that client’s securities, by contacting the client service representative responsible for the client’s account.
PGIM Real Estate. PGIM Real Estate is a business unit of PGIM. PGIM Real Estate's proxy voting policy contains detailed voting guidelines on a wide variety of issues commonly voted upon by shareholders. These guidelines reflect PGIM Real Estate's judgment of how to further the best long-range economic interest of our clients (i.e. the mutual interest of clients in seeing the appreciation in value of a common investment over time) through the shareholder voting process. PGIM Real Estate’s policy is generally to vote proxies on social or political issues on a case by case basis. Additionally, where issues are not addressed by our policy, or when circumstances suggest a vote not in accordance with our established guidelines, voting decisions are made on a case-by-case basis taking into consideration the potential economic impact of the proposal. With respect to international holdings, we take into account

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additional restrictions in some countries that might impair our ability to trade those securities or have other potentially adverse economic consequences, and generally vote foreign securities on a best efforts basis in accordance with the recommendations of the issuer's management if we determine that voting is in the best economic interest of our clients.
PGIM Real Estate utilizes the services of a third party proxy voting facilitator, and upon receipt of proxies will direct the voting facilitator to vote in a manner consistent with PGIM Real Estate's established proxy voting guidelines described above (assuming timely receipt of proxy materials from issuers and custodians). In accordance with its obligations under the Advisers Act, PGIM Real Estate provides full disclosure of its proxy voting policy, guidelines and procedures to its clients upon their request, and will also provide to any client, upon request, the proxy voting records for that client's securities.

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PART C
OTHER INFORMATION
Item 28. Exhibits.
(a)(1) Second Amended and Restated Declaration of Trust of Registrant. Filed as an exhibit to Post-Effective Amendment No. 57 to Registrant’s Registration Statement for Form N-1A (File Nos. 33-24962 and 811-5186) (the “Registration Statement”), which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(a)(2) Amendment to Declaration of Trust of Registrant. Filed as an exhibit to Post-Effective Amendment No. 62 to Registration Statement, which Amendment was filed via EDGAR on April 26, 2007, and is incorporated herein by reference.
(b) By-laws of Registrant. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(c) None
(d)(1)(a) Investment Management Agreement among the Registrant, American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.) and Prudential Investments LLC (now known as PGIM Investments LLC) for the various portfolios of the Registrant. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(1)(b) Amendment to Investment Management Agreement. Filed as an exhibit to Post-Effective Amendment No. 111 to Registration Statement, which Amendment was filed via EDGAR on February 1, 2013, and is incorporated herein by reference.
(d)(1)(b)(1) Amended Fee Schedule to Investment Management Agreement among the Registrant, American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.) and Prudential Investments LLC (now known as PGIM Investments LLC). Filed herewith.
(d)(1)(c) Contractual investment management fee waivers and/or contractual expense caps for selected AST portfolios. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(d)(1)(d) Contractual investment management fee waivers and/or contractual expense caps for selected AST portfolios. Filed herewith.
(d)(1)(e) Contractual investment management fee waivers and/or contractual expense caps for AST BlackRock Global Strategies Portfolio, AST ClearBridge Dividend Growth Portfolio and AST Wellington Management Hedged Equity Portfolio. Filed herewith.
(d)(2)(a) Investment Management Agreement among the Registrant and Prudential Investments LLC (now known as PGIM Investments LLC). Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(d)(2)(a)(1) Amended Fee Schedule to Investment Management Agreement among the Registrant and Prudential Investments LLC (now known as PGIM Investments LLC). Filed herewith.
(d)(2)(b) Contractual investment management fee waivers and/or contractual expense caps for AST Bond Portfolio 2028. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
1

(d)(2)(c) Contractual investment management fee waivers and/or contractual expense caps for selected AST portfolios. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(d)(2)(d) Contractual investment management fee waivers and/or contractual expense caps for AST T. Rowe Price Diversified Real Growth Portfolio and AST Goldman Sachs Global Income Portfolio. Filed herewith.
(d)(2)(e) Contractual investment management fee waivers and/or contractual expense caps for AST Bond Portfolio 2029. Filed herewith.
(d)(3) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Government Money Market Portfolio (formerly AST Money Market Portfolio). Filed as an exhibit to Post-Effective Amendment No. 58 to Registration Statement, which Amendment was filed via EDGAR on April 28, 2006, and is incorporated herein by reference.
(d)(4)(a) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Bond Portfolio 2018, AST Bond Portfolio 2019, and the AST Investment Grade Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(d)(4)(b) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Bond Portfolio 2020. Filed as an exhibit to Post-Effective Amendment No. 73 to Registration Statement, which Amendment was filed via EDGAR on December 18, 2008, and is incorporated herein by reference.
(d)(4)(c) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Bond Portfolio 2017 and AST Bond Portfolio 2021.  Filed as an exhibit to Post-Effective Amendment No. 78 to Registration Statement which Amendment was filed via EDGAR on December 28, 2009, and is incorporated herein by reference.
(d)(4)(d) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Bond Portfolio 2022.  Filed as an exhibit to Post-Effective Amendment No. 83 to Registration Statement, which Amendment was filed via EDGAR on December 22, 2010, and is incorporated herein by reference.
(d)(4)(e) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Prudential Core Bond Portfolio.  Filed as an exhibit to Post-Effective Amendment No. 90 to Registration Statement, which Amendment was filed via EDGAR on October 5, 2011, and is incorporated herein by reference.
(d)(4)(f) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Bond Portfolio 2023. Filed as an exhibit to Post-Effective Amendment No. 93 to the Registration Statement, which Amendment was filed via EDGAR on December 23, 2011, and is incorporated herein by reference.
(d)(4)(g) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Bond Portfolio 2024. Filed as an exhibit to Post-Effective Amendment No. 107 to Registration Statement, which was filed via EDGAR on November 13, 2012, and is incorporated herein by reference.
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(d)(4)(h) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Bond Portfolio 2025.  Filed as an exhibit to Post-Effective Amendment No. 118 to Registration Statement, which Amendment was filed via EDGAR on December 30, 2013, and is incorporated herein by reference.
(d)(5)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and T. Rowe Price Associates, Inc. for the AST T. Rowe Price Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(5)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and T. Rowe Price Associates, Inc., for the AST T. Rowe Price Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 142 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2016, and is incorporated herein by reference.
(d)(6) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and T. Rowe Price Associates, Inc. for the AST T. Rowe Price Natural Resources Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference
(d)(7) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and William Blair & Company LLC for the AST International Growth Portfolio (formerly known as the AST William Blair International Growth Portfolio). Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(8)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and LSV Asset Management for the AST International Value Portfolio (formerly known as the AST LSV International Value Portfolio). Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(d)(8)(b) Amendment to Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and LSV Asset Management for the AST International Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 62 to Registration Statement, which Amendment was filed via EDGAR on April 26, 2007, and is incorporated herein by reference.
(d)(9)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and WEDGE Capital Management, L.L.P. for the AST Mid-Cap Value Portfolio (now known as the AST WEDGE Capital Mid-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(d)(9)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and WEDGE Capital Management, L.L.P. for the AST Mid-Cap Value Portfolio (now known as the AST WEDGE Capital Mid-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 142 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2016, and is incorporated herein by reference.
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(d)(10) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and J. P. Morgan Investment Management, Inc. for the AST J.P. Morgan International Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(11) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Hotchkis and Wiley Capital Management LLC for the AST Hotchkis & Wiley Large-Cap Value Portfolio (formerly the AST Large-Cap Value Portfolio). Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(12)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Goldman Sachs Asset Management for the AST Goldman Sachs Small-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(12)(b) Amendment to Subadvisory Agreement, by and among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Goldman Sachs Asset Management for AST Goldman Sachs Small Cap Value Portfolio, AST Goldman Sachs Mid-Cap Growth Portfolio, AST Goldman Sachs Large Cap Value Portfolio, and AST Goldman Sachs Multi-Asset Portfolio. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(13)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Cohen & Steers Capital Management, Inc. for the AST Cohen & Steers Realty Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(13)(b) Amendment to the Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Cohen & Steers Capital Management, Inc. for the AST Cohen & Steers Realty Portfolio. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(d)(14)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Neuberger Berman Management LLC (now known as Neuberger Berman Investment Advisers LLC) for the AST Neuberger Berman Mid-Cap Value Portfolio (now known as the AST Neuberger Berman/LSV Mid-Cap Value Portfolio). Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference
(d)(14)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Neuberger Berman Management LLC (now known as Neuberger Berman Investment Advisers LLC) for the AST Neuberger Berman Mid-Cap Value Portfolio (now known as the AST Neuberger Berman /LSV Mid-Cap Value Portfolio). Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(d)(14)(c) Amendment to Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Neuberger Berman Management LLC (now known as Neuberger Berman Investment Advisers LLC) for each of the AST Neuberger Berman Mid-Cap Value Portfolio (now known as
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the AST Neuberger Berman /LSV Mid-Cap Value Portfolio) and the AST International Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(15) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and UBS Asset Management (Americas) Inc. for the AST Small-Cap Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 142 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2016, and is incorporated herein by reference.
(d)(16) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Massachusetts Financial Services Company for the AST MFS Global Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(17) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Massachusetts Financial Services Company for the AST MFS Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(18) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Goldman Sachs Asset Management for the AST Goldman Sachs Mid-Cap Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference
(d)(19) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Lee Munder Investments, Ltd. (now known as LMCG Investments, LLC) for the AST Small-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(d)(20) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and J.P. Morgan Investment Management, Inc. for the AST Small-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(d)(21) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Lord Abbett & Co. for the AST Lord Abbett Bond-Debenture Portfolio (now known as the AST Lord Abbett Core Fixed Income Portfolio). Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(d)(22)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and LSV Asset Management for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
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(d)(22)(b) Amendment to Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and LSV Asset Management for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 62 to Registration Statement, which Amendment was filed via EDGAR on April 26, 2007, and is incorporated herein by reference.
(d)(23) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and William Blair & Company LLC for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(d)(24)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and T. Rowe Price Associates, Inc. for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(d)(24)(b) Amendment to Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and T. Rowe Price Associates, Inc. for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(25)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and Pacific Investment Management Company LLC for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(d)(25)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Pacific Investment Management Company LLC for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(d)(26) Subadvisory Agreement among AST Investment Services Inc., Prudential Investments LLC (now known as PGIM Investments LLC), Quantitative Management Associates, LLC, Prudential Investment Management, Inc. (now known as PGIM, Inc.), and Jennison Associates, LLC for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
(d)(27) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and each of Quantitative Management Associates LLC, Jennison Associates LLC, and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Balanced Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
(d)(28) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and each of Quantitative Management Associates LLC, Jennison Associates LLC, and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Capital Growth Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
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(d)(29) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and each of Quantitative Management Associates LLC, Jennison Associates LLC, and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Preservation Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
(d)(30)(a) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and J.P. Morgan Investment Management, Inc. for the AST J.P. Morgan Strategic Opportunities Portfolio (formerly the AST UBS Dynamic Alpha Portfolio). Filed as an exhibit to Post-Effective Amendment No. 81 to Registration Statement, which Amendment was filed via EDGAR on April 19, 2010, and is incorporated herein by reference.
(d)(30)(b) Amendment to Subadvisory Agreement dated October 1, 2015 among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and J.P. Morgan Investment Management, Inc. for the AST J.P. Morgan Strategic Opportunities Portfolio. Filed as an exhibit to Post-Effective Amendment No. 140 to Registration Statement, which Amendment was filed via EDGAR on December 21, 2015, and is incorporated herein by reference.
(d)(31)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC) and T. Rowe Price Associates, Inc., for the AST T. Rowe Price Large-Cap Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 62 to Registration Statement, which Amendment was filed via EDGAR on April 26, 2007, and is incorporated herein by reference.
(d)(31)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC and T. Rowe Price Associates, Inc., for the AST T. Rowe Price Large-Cap Growth Portfolio. Filed herewith.
(d)(32) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Western Asset Management Company Limited for the AST Western Asset Core Plus Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(d)(33) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Western Asset Management Company for the AST Western Asset Core Plus Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(d)(34) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Real Estate Investors (now known as PGIM Real Estate) for the AST Global Real Estate Portfolio. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(d)(35) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Parametric Portfolio Associates LLC for the AST Parametric Emerging Markets Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(d)(36) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Quantitative Management Associates LLC for the AST QMA US Equity Alpha Portfolio. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
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(d)(37) Subadvisory Agreement among AST Investment Services Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and LSV Asset Management for the AST Neuberger Berman Mid-Cap Value Portfolio (now known as the AST Neuberger Berman / LSV Mid-Cap Value Portfolio). Filed as an exhibit to Post-Effective Amendment No. 71 to Registration Statement, which Amendment was filed via EDGAR on July 15, 2008, and is incorporated herein by reference.
(d)(38) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and each of Prudential Investment Management, Inc. (now known as PGIM, Inc.), Jennison Associates LLC, Prudential Bache Asset Management, and Quantitative Management Associates LLC for the AST Academic Strategies Asset Allocation Portfolio.  Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
(d)(39) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Pacific Investment Management Company LLC for the AST Academic Strategies Asset Allocation Portfolio.  Filed as an exhibit to Post-Effective Amendment No. 71 to Registration Statement, which Amendment was filed via EDGAR on July 15, 2008, and is incorporated herein by reference.
(d)(40) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and AlphaSimplex, LLC Group for the AST Academic Strategies Asset Allocation Portfolio Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
(d)(41)(a) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and First Quadrant, L.P. for the AST Academic Strategies Asset Allocation Portfolio.  Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
(d)(41)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and First Quadrant, L.P. for the AST Academic Strategies Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(d)(42) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Jennison Associates LLC, for AST Jennison Large-Cap Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 76 to Registration Statement, which Amendment was filed via EDGAR on September 10, 2009, and is incorporated herein by reference.
(d)(43) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Quantitative Management Associates LLC, for AST Quantitative Modeling Portfolio. Filed as an exhibit to Post-Effective Amendment No. 88 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2011, and is incorporated herein by reference.
(d)(44)(a) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Wellington Management Company LLP, for AST Wellington Management Hedged Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 88 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2011, and is incorporated herein by reference.
(d)(44)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC, and Wellington Management Company LLP, for AST Wellington Management Hedged Equity Portfolio. Filed herewith.
(d)(45) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and C.S. McKee, LP, for AST New Discovery Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 99 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2012, and is incorporated herein by reference.
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(d)(46) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and EARNEST Partners, LLC, for AST New Discovery Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 99 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2012, and is incorporated herein by reference.
(d)(47) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Epoch Investment Partners, Inc., for AST New Discovery Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(d)(48) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Affinity Investment Advisors, LLC, for AST New Discovery Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 142 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2016, and is incorporated herein by reference.
(d)(49) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Thompson, Siegel & Walmsley LLC, for AST New Discovery Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 99 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2012, and is incorporated herein by reference.
(d)(50) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Emerald Mutual Fund Advisers Trust, for AST Small-Cap Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 99 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2012, and is incorporated herein by reference.
(d)(51) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Jennison Associates LLC, for the AST International Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 99 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2012, and is incorporated herein by reference.
(d)(52) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and CoreCommodity Management LLC for the AST Academic Strategies Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(53) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and J.P. Morgan Investment Management, Inc. for the AST J.P. Morgan Global Thematic Portfolio. Filed as an Exhibit to Post-Effective Amendment No. 103 to Registration Statement, which Amendment was filed via EDGAR on July 25, 2012, as is incorporated herein by reference.
(d)(54) Sub-subadvisory Agreement among J.P. Morgan Investment Management, Inc. and Security Capital Research & Management Incorporated for the AST J.P. Morgan Global Thematic Portfolio. Incorporated by reference to Post-Effective Amendment No. 106 to Registration Statement, which Amendment was filed via EDGAR on October 31, 2012, and is incorporated herein by reference.
(d)(55) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Western Asset Management Company for the AST Western Asset Emerging Markets Debt Portfolio. Filed as an exhibit to Post-Effective Amendment No. 103 to Registration Statement, which Amendment was filed via EDGAR on July 24, 2012, and is incorporated herein by reference.
(d)(56) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Western Asset Management Company Limited for the AST Western Asset Emerging Market Debts Portfolio. Filed as an exhibit to Post-Effective Amendment No.103 to Registration Statement which was filed via EDGAR on July 24, 2012, and is incorporated herein by reference.
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(d)(57) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Massachusetts Financial Services Company for the AST MFS Large-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 103 to Registration Statement which was filed via EDGAR on July 24, 2012, and is incorporated herein by reference.
(d)(58) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Western Asset Management Company for the AST Academic Strategies Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 111 to Registration Statement, which Amendment was filed via EDGAR on February 1, 2013, and is incorporated herein by reference.
(d)(59) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Western Asset Management Company Limited for the AST Academic Strategies Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 111 to Registration Statement, which Amendment was filed via EDGAR on February 1, 2013, and is incorporated herein by reference.
(d)(60)(a) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and ClearBridge Investments, LLC for the AST ClearBridge Dividend Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 113 to Registration Statement, which Amendment was filed via EDGAR on February 6, 2013, and is incorporated herein by reference.
(d)(60)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC and ClearBridge Investments, LLC for the AST ClearBridge Dividend Growth Portfolio. Filed herewith.
(d)(61) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and AQR Capital Management, LLC for the AST AQR Emerging Markets Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 113 to Registration Statement, which Amendment was filed via EDGAR on February 6, 2013, and is incorporated herein by reference.
(d)(62) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Long Duration Bond Portfolio (now known as AST Multi-Sector Fixed Income Portfolio). Filed as an exhibit to Post-Effective Amendment No. 113 to Registration Statement, which Amendment was filed via EDGAR on February 6, 2013 and is incorporated herein by reference.
(d)(63) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Goldman Sachs Asset Management, L.P. for the AST Goldman Sachs Multi-Asset Portfolio (formerly known as the AST Horizon Moderate Asset Allocation Portfolio). Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(d)(64) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Allianz Global Investors U.S. LLC for the AST RCM World Trends Portfolio (formerly known as the AST Moderate Asset Allocation Portfolio). Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(d)(65) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and each of Prudential Investment Management, Inc. (now known as PGIM, Inc.) and Quantitative Management Associates LLC for the Prudential Growth Allocation Portfolio (formerly known as the AST First Trust Capital Appreciation Target Portfolio). Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
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(d)(66) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Franklin Advisers, Inc. for the AST Templeton Global Bond Portfolio (formerly known as the AST T. Rowe Price Global Bond Portfolio). Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(d)(67) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and AQR Capital Management, LLC for the AST AQR Large-Cap Portfolio. Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(d)(68) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Quantitative Management Associates LLC for the AST QMA Large-Cap Portfolio. Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(d)(69) Amended and Restated Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and T. Rowe Price Associates, Inc., T. Rowe Price International, Ltd., T. Rowe Price International Ltd, Tokyo and T. Rowe Price Hong Kong Limited for the AST T. Rowe Price Growth Opportunities Portfolio. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(70) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and BlackRock Financial Management, Inc. for the AST BlackRock Multi-Asset Income Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(71) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and First Quadrant, L.P. for the AST FQ Absolute Return Currency Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(72) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), K2/D&S management Co., LLC, Templeton Global Advisers Limited and Franklin Advisers, Inc. for the AST Franklin Templeton K2 Global Absolute Return Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(73) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Goldman Sachs Asset Management, L.P. for the AST Goldman Sachs Global Growth Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(74) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Goldman Sachs Asset Management, L.P. for the AST Goldman Sachs Strategic Income Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(75) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Jennison Associates, LLC for the AST Jennison Global Infrastructure Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
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(d)(76) Amended and Restated Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Legg Mason Global Asset Allocation, LLC (now known as QS Legg Mason Global Asset Allocation, LLC), Batterymarch Financial Management, Inc.; Brandywine Global Investment Management, LLC; ClearBridge Investments, LLC, Western Asset Management Company and Western Asset Management Company Limited for the AST Legg Mason Diversified Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(77) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Quantitative Management Associates, LLC for the AST Managed Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(78) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Quantitative Management Associates, LLC for the AST Managed Fixed Income Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(79) Subadvisory Agreement among Prudential Investments LLC (now known as PGIM Investments LLC), Quantitative Management Associates, LLC, Jennison Associates, LLC and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Prudential Flexible Multi-Strategy Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(80) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), T. Rowe Price Associates, Inc., T. Rowe Price International Ltd, T. Rowe Price International Ltd. – Tokyo and T. Rowe Price Hong Kong Limited for the AST T. Rowe Price Diversified Real Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(81) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), Pyramis Global Advisors, LLC (now known as FIAM LLC) for the AST FI Pyramis Quantitative Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(82) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), Parametric Portfolio Associates LLC for the AST New Discovery Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(d)(83) Subadvisory Agreement between AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC) and Lazard Asset Management LLC for AST International Value Portfolio. Filed as an exhibit to the Registration Statement on Form N-14, which was filed via EDGAR on December 2, 2014, and is incorporated herein by reference.
(d)(84) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for AST Bond Portfolio 2026. Filed as an exhibit to Post-Effective Amendment No. 128 to Registration Statement, which Amendment was filed via EDGAR on December 15, 2014, and is incorporated herein by reference.
(d)(85) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Quantitative Management Associates, LLC for AST QMA International Core Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 128 to Registration Statement, which Amendment was filed via EDGAR on December 15, 2014, and is incorporated herein by reference.
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(d)(86) Subadvisory Agreement between Prudential Investments, LLC, AST Investment Services, and Loomis, Sayles & Company, L.P. for the AST BlackRock/Loomis Sayles Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
(d)(87) Subadvisory Agreement between Prudential Investments, LLC, AST Investment Services, and BlackRock Financial Management, Inc. for the AST BlackRock/Loomis Sayles Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
(d)(88) Subadvisory Agreement between Prudential Investments, LLC, AST Investment Services, and BlackRock International Limited for the AST BlackRock/Loomis Sayles Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
(d)(89) Subadvisory Agreement between Prudential Investments, LLC, AST Investment Services, and BlackRock (Singapore) Limited for the AST BlackRock/Loomis Sayles Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
(d)(90)(a) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), AST Investment Services, Inc. and BlackRock Financial Management, Inc. for the AST BlackRock Global Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(90)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC and BlackRock Financial Management, Inc. for the AST BlackRock Global Strategies Portfolio. Filed herewith.
(d)(91)(a) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), AST Investment Services, Inc. and BlackRock International Limited for the AST BlackRock Global Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
(d)(91)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC and BlackRock International Limited for the AST BlackRock Global Strategies Portfolio. Filed herewith.
(d)(92) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), AST Investment Services, Inc. and Longfellow Investment Management Co., LLC for the AST New Discovery Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
(d)(93) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), AST Investment Services, Inc. and Boston Advisors, LLC for the AST New Discovery Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 142 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2016, and is incorporated herein by reference.
(d)(94) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), AST Investment Services, Inc. and Victory Capital Management Inc. for the AST Small-Cap Growth Opportunities Portfolio. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(95) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), AST Investment Services, Inc. and Wellington Management Company LLP for the AST Small-Cap Growth Opportunities Portfolio. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
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(d)(96) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and AllianceBernstein L.P. for the AST AB Global Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(97) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and BlackRock Financial Management, Inc. for the AST BlackRock Low Duration Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(98) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), and Columbia Management Investment Advisers, LLC for the AST Columbia Adaptive Risk Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(99) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Dana Investment Advisors, Inc. for the AST Emerging Managers Diversified Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(100) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Goldman Sachs Asset Management International for the AST Goldman Sachs Global Income Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(101) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Longfellow Investment Management Co. LLC for the AST Emerging Managers Diversified Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(102) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Morgan Stanley Investment Management, Inc. for the AST Morgan Stanley Multi-Asset Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(103) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Neuberger Berman Management LLC (now known as Neuberger Berman Investment Advisers LLC) for the AST Neuberger Berman Long/Short Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(104) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Wellington Management Company LLP for the AST Wellington Management Global Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(105)(a) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Wellington Management Company LLP for the AST Wellington Real Total Return Portfolio. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(d)(105)(b) Amendment to Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and Wellington Management Company LLP for the AST Wellington Real Total Return Portfolio. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
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(d)(106) Sub-subadvisory Agreement dated November 23, 2015 between Prudential Investment Management, Inc. (now known as PGIM, Inc.) and Pramerica Investment Management Limited (now known as PGIM Limited) for the AST Prudential Core Bond Portfolio, AST Prudential Growth Allocation Portfolio, AST Advanced Strategies Portfolio, AST High Yield Portfolio and AST Prudential Flexible Multi-Strategy Portfolio. Filed as an exhibit to Post-Effective Amendment No. 140 to Registration Statement, which Amendment was filed via EDGAR on December 21, 2015, and is incorporated herein by reference.
(d)(107) Subadvisory Agreement dated November 30, 2015 between Prudential Investments LLC (now known as PGIM Investments LLC) and Prudential Investment Management, Inc. (now known as PGIM, Inc.) for the AST Bond Portfolio 2027. Filed as an exhibit to Post-Effective Amendment No. 140 to Registration Statement, which Amendment was filed via EDGAR on December 21, 2015, and is incorporated herein by reference.
(d)(108) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), AST Investment Services, Inc. and T. Rowe Price Associates, Inc. for the AST T. Rowe Price Large-Cap Value Portfolio (formerly AST Value Equity Portfolio). Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(109) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC) and PGIM, Inc. for the AST Bond Portfolio 2028. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(110) Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), and Goldman Sachs Asset Management, L.P. for AST Goldman Sachs Large-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(d)(111) Subadvisory Agreement between Prudential Investments LLC (now known as PGIM Investments LLC), AST Investment Services, and Morgan Stanley Investment Management Inc. for the AST Academic Strategies Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(d)(112)(a) Subadvisory Agreement among American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC), AQR Capital Management, LLC and CNH Partners, LLC for the AST Academic Strategies Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(d)(112)(b) Amendment to Subadvisory Agreement among AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), AQR Capital Management, LLC and CNH Partners, LLC for the AST Academic Strategies Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(d)(113) Subadvisory Agreement between PGIM Investments LLC and PGIM, Inc. for the AST Bond Portfolio 2029. Filed herewith.
(e)(1) Sales Agreement between Registrant and American Skandia Life Assurance Corporation. Filed as an Exhibit to Post-Effective Amendment No. 25 to Registration Statement, which Amendment was filed via EDGAR on March 2, 1998, and is incorporated herein by reference.
(e)(2) Sales Agreement between Registrant and Kemper Investors Life Insurance Company. Filed as an Exhibit to Post-Effective Amendment No. 20 to Registration Statement, which Amendment was filed via EDGAR on December 24, 1996, and is incorporated herein by reference.
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(e)(3) Distribution Agreement for the shares of each Portfolio of the Registrant, between Prudential Annuities Distributors, Inc. and the Registrant. Filed herewith.
(f) None.
(g)(1) Custodian Agreement dated July 1, 2005 between the Registrant and PFPC Trust Company. Filed as an Exhibit to Post-Effective Amendment No. 58 to Registration Statement, which Amendment was filed via EDGAR on April 28, 2006, and is incorporated herein by reference.
(g)(2)(a) Custody Agreement between the Registrant and The Bank of New York dated November 7, 2002, as amended, incorporated by reference to Exhibit (g)(1) to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A of Dryden Municipal Bond Fund filed via EDGAR on July 1, 2005 (File No. 33-10649).
(g)(2)(b) Amendment to the Custody Agreement between the Registrant and The Bank of New York Mellon. Filed herewith.
(g)(3)(a) Accounting and Services Agreement among the Registrant and BNY Mellon Investment Servicing (US) Inc. for the various portfolios of the Registrant. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(g)(3)(b) Addition of AST Bond Portfolio 2029 to the Accounting Services Agreement among the Registrant and The Bank of New York Mellon (as assigned from BNY Mellon Investment Servicing (US) Inc. f/k/a PFPC Inc.). Filed herewith.
(h)(1)(a) Amended and Restated Transfer Agency and Service Agreement between the Registrant and Prudential Mutual Fund Services, Inc., dated May 29, 2007. Incorporated by reference to the Dryden Municipal Bond Fund Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed via EDGAR on July 1, 2007 (File No. 33-10649).
(h)(1)(b) Amendment to the Amended and Restated Transfer Agency and Service Agreement dated May 29, 2007. Filed herewith.
(h)(2) Service Agreement between American Skandia Investment Services, Incorporated and Kemper Investors Life Insurance Company. Filed as an Exhibit to Post-Effective Amendment No. 21 to Registration Statement, which Amendment was filed via EDGAR on February 28, 1997, and is incorporated herein by reference.
(h)(3)(a) Amended and Restated Participation Agreement dated June 8, 2005 among American Skandia Life Assurance Corporation (now Prudential Annuities Life Assurance Corporation), American Skandia Trust (now Advanced Series Trust), American Skandia Investment Services, Incorporated (now AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC), American Skandia Marketing, Inc. (now Prudential Annuities Distributors, Inc.), and Prudential Investment Management Services LLC. Filed as an Exhibit to the Registration Statement on Form N-14, which was filed via EDGAR on July 12, 2005, and is incorporated herein by reference.
(h)(3)(b) Amendment dated February 25, 2013 to the Amended and Restated Participation Agreement dated June 8, 2005 among Prudential Annuities Life Assurance Corporation, Advanced Series Trust, AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), Prudential Annuities Distributors, Inc. and Prudential Investment Management Services LLC. Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(h)(4)(a) Amended and Restated Participation Agreement dated June 8, 2005 among Pruco Life Insurance Company of New Jersey, American Skandia Trust (now Advanced Series Trust), American Skandia Investment Services, Incorporated (now AST Investment Services, Inc.)., Prudential Investments LLC (now known as PGIM
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Investments LLC), American Skandia Marketing, Inc. (now Prudential Annuities Distributors, Inc.), and Prudential Investment Management Services LLC. Filed as an Exhibit to the Registration Statement on Form N-14, which was filed via EDGAR on July 12, 2005, and is incorporated herein by reference.
(h)(4)(b) Amendment dated February 25, 2013 to the Amended and Restated Participation Agreement dated June 8, 2005 among Pruco Life Insurance Company of New Jersey, Advanced Series Trust, AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), Prudential Annuities Distributors, Inc., and Prudential Investment Management Services LLC. Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(h)(5)(a) Amended and Restated Participation Agreement dated June 8, 2005 among Pruco Life Insurance Company, American Skandia Trust (now Advanced Series Trust), American Skandia Investment Services, Incorporated (now AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC), American Skandia Marketing, Inc. (now Prudential Annuities Distributors, Inc.), and Prudential Investment Management Services LLC. Filed as an Exhibit to the Registration Statement on Form N-14, which was filed via EDGAR on July 12, 2005, and is incorporated herein by reference.
(h)(5)(b) Amendment dated February 25, 2013 to the Amended and Restated Participation Agreement dated June 8, 2005 among Pruco Life Insurance Company, Advanced Series Trust, AST Investment Services, Inc., Prudential Investments LLC (now known as PGIM Investments LLC), Prudential Annuities Distributors, Inc., and Prudential Investment Management Services LLC. Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(h)(6) Participation Agreement among Pramerica of Bermuda Insurance Company, American Skandia Trust (now Advanced Series Trust), American Skandia Investment Services, Inc. (now AST Investment Services, Inc.), Prudential Investments LLC (now known as PGIM Investments LLC), American Skandia Marketing, Inc. (now Prudential Annuities Distributors, Inc.), and Prudential Investment Management Services LLC. Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
(h)(7) Participation Agreement among Prudential Retirement Insurance & Annuity Company, Advanced Series Trust, Prudential Investments LLC (now known as PGIM Investments LLC) and AST Investment Services, Inc. Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(h)(8) Participation Agreement among the Prudential Insurance Company of America, Advanced Series Trust, Prudential Investments LLC (now known as PGIM Investments LLC) and AST Investment Services, Inc. Filed as an exhibit to Post-Effective Amendment No. 116 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2013, and is incorporated herein by reference.
(i)(1) Opinion of Counsel for the Registrant. Filed as an Exhibit to Post-Effective Amendment No. 52 to the Registration Statement, which Amendment was filed via EDGAR on April 29, 2005, and is incorporated herein by reference.
(i)(2) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 95 to the Registration Statement, which Amendment was filed via EDGAR on March 23, 2012, and is incorporated herein by reference.
(i)(3) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 103 to the Registration Statement, which Amendment was filed via EDGAR on July 25, 2012, and is incorporated herein by reference.
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(i)(4) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 107 to Registration Statement, which was filed via EDGAR on November 13, 2012, and is incorporated herein by reference.
(i)(5) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 113 to Registration Statement, which was filed via EDGAR on February 6, 2013, and is incorporated herein by reference.
(i)(6) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 118 to Registration Statement, which Amendment was filed via EDGAR on December 30, 2013, and is incorporated herein by reference.
(i)(7) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(i)(8) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 128 to Registration Statement, which Amendment was filed via EDGAR on December 15, 2014, and is incorporated herein by reference.
(i)(9) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 136 to Registration Statement, which Amendment was filed via EDGAR on July 7, 2015, and is incorporated herein by reference.
(i)(10) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 140 to Registration Statement, which Amendment was filed via EDGAR on December 21, 2015, and is incorporated herein by reference.
(i)(11) Consent of Counsel for the Registrant. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(i)(13) Consent of Counsel for the Registrant. Filed herewith.
(j) Consent of Independent Registered Public Accounting Firm. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(k) None.
(l) Certificate re: initial $100,000 capital. Filed as an Exhibit to Post-Effective Amendment No. 25 to Registration Statement, which Amendment was filed via EDGAR on March 2, 1998, and is incorporated herein by reference.
(m)(1) Shareholder Services and Distribution Plan. Filed herewith.
(m)(2) Shareholder Services and Distribution Fee (12b-1 Fee) contractual waiver for the following Portfolios of the Registrant: AST Bond Portfolio 2017, AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio 2020, AST Bond Portfolio 2021, AST Bond Portfolio 2022, AST Bond Portfolio 2023, AST Bond Portfolio 2024, AST Bond Portfolio 2025, AST Bond Portfolio 2026, and AST Investment Grade Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 134 to Registration Statement, which Amendment was filed via EDGAR on June 25, 2015, and is incorporated herein by reference.
(m)(3) Shareholder Services and Distribution Fee (12b-1 Fee) contractual waiver for the AST Bond Portfolio 2027. Filed as an exhibit to Post-Effective Amendment No. 140 to Registration Statement, which Amendment was filed via EDGAR on December 21, 2015, and is incorporated herein by reference.
(m)(4) Shareholder Services and Distribution Fee (12b-1 Fee) contractual waiver for the AST Bond Portfolio 2028. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
18

(m)(5) Shareholder Services and Distribution Fee (12b-1 Fee) contractual waiver for the AST Bond Portfolio 2029. Filed herewith.
(n) None.
(o) None.
(p)(1) Code of Ethics of the Registrant. Filed as an exhibit to Prudential Investment Portfolios, Inc. 14 Post-Effective Amendment No. 62 to Registration Statement on Form N-1A (file No. 002-82976), which was filed via EDGAR on June 21, 2016, and is incorporated herein by reference.
(p)(2) Investment Adviser Code of Ethics, dated January 9, 2017 and Personal Securities Trading Policy of Prudential, including the Manager and Distributor, Quantitative Management Associates, and PGIM Fixed Income, dated February 6, 2017. Filed as an exhibit to Prudential Investment Portfolios 5 Post-Effective Amendment No. 51 to the Registration Statement on Form N-1A (file No. 333-82621), which was filed via EDGAR on September 12, 2017, and is incorporated herein by reference.
(p)(3) Code of Ethics of Cohen & Steers Capital Management, Inc. Filed herewith.
(p)(4) Code of Ethics of Goldman Sachs Asset Management, L.P. Filed as an Exhibit to Post-Effective Amendment No. 39 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2001, and is incorporated herein by reference.
(p)(5) Code of Ethics of Hotchkis and Wiley Capital Management LLC. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(p)(6) Code of Ethics of J. P. Morgan Investment Management, Inc. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(p)(7) Code of Ethics of Lord, Abbett & Co. Filed herewith.
(p)(8) Code of Ethics of Massachusetts Financial Services Company dated October 31, 2016. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(p)(9) Code of Ethics of Neuberger Berman Management LLC (now known as Neuberger Berman Investment Advisers LLC). Filed as an exhibit to Post-Effective Amendment No.146 to Registration Statement, which Amendment was filed via EDGAR on August 15, 2016, and is incorporated herein by reference.
(p)(10) Code of Ethics of Pacific Investment Management Company LLC. Filed herewith.
(p)(11) Code of Ethics of T. Rowe Price Associates, Inc. Filed herewith.
(p)(12) Code of Ethics of LSV Asset Management dated October 17, 2016, as amended November 11, 2016. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(p)(13) Code of Ethics of Lee Munder Investments, Ltd. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
19

(p)(14) Code of Ethics of William Blair & Company, LLC. Filed as an Exhibit to Post-Effective Amendment No. 52 to the Registration Statement, which Amendment was filed via EDGAR on April 29, 2005, and is incorporated herein by reference.
(p)(15) Code of Ethics of ClearBridge Advisors, LLC. Filed herewith.
(p)(16) Code of Ethics of Western Asset Management Company and Western Asset Management Company Limited. Filed as an exhibit to Post-Effective Amendment No.146 to Registration Statement, which Amendment was filed via EDGAR on August 15, 2016, and is incorporated herein by reference.
(p)(17) Code of Ethics of Parametric Portfolio Associates LLC. Filed herewith.
(p)(18) Code of Ethics of WEDGE Capital Management LLP. Filed herewith.
(p)(19) Code of Ethics of EARNEST Partners LLC. Filed as an exhibit to Post-Effective Amendment No. 69 to Registration Statement, which Amendment was filed via EDGAR on April 18, 2008, and is incorporated herein by reference.
(p)(20) Code of Ethics of AlphaSimplex Group, LLC. Filed as an exhibit to Post-Effective Amendment No. 74 to Registration Statement, which Amendment was filed via EDGAR on April 23, 2009, and is incorporated herein by reference.
(p)(21) Code of Ethics of First Quadrant, L.P. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(p)(22) Code of Ethics of Pyramis Global Advisors, LLC (now known as FIAM LLC). Filed herewith.
(p)(23) Code of Ethics of Brown Advisory, LLC. Filed as an exhibit to Post-Effective Amendment No. 99 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2012, and is incorporated herein by reference.
(p)(24) Code of Ethics of C.S. McKee, LP. Filed as an exhibit to Post-Effective Amendment No. 99 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2012, and is incorporated herein by reference.
(p)(25) Code of Ethics of Epoch Investment Partners, Inc. Filed as an exhibit to Post-Effective Amendment No. 142 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2016, and is incorporated herein by reference.
(p)(26) Code of Ethics of Thompson, Siegel & Walmsley LLC dated October 31, 2016. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(p)(27) Code of Ethics of Franklin Advisers, Inc., Franklin Mutual Advisers, LLC, and Templeton Global Advisors Limited. Filed herewith.
(p)(28) Code of Ethics of Emerald Advisers Inc. and Emerald Mutual Fund Advisers Trust. Filed as an exhibit to Post-Effective Amendment No. 38 to the Registration Statement of The Target Portfolio Trust on Form N-1A (File No. 33-50476) filed via EDGAR on February 23, 2012.
(p)(29) Code of Ethics of Jefferies Group Inc. (now CoreCommodity Management, LLC). Filed as an exhibit to Post-Effective Amendment No. 99 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2012, and is incorporated herein by reference.
20

(p)(30) Code of Ethics of AQR Capital Management, LLC. Filed as an exhibit to Post-Effective Amendment No.146 to Registration Statement, which Amendment was filed via EDGAR on August 15, 2016, and is incorporated herein by reference.
(p)(31) Code of Ethics of Quantitative Management Associates LLC. Filed as an exhibit to Post-Effective Amendment No. 113 to Registration Statement, which Amendment was filed via EDGAR on February 6, 2013, and is incorporated herein by reference.
(p)(32) Code of Ethics of BlackRock, Inc. and its subsidiaries. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
(p)(33) Code of Ethics of Brandywine Global Investment Management, LLC. Filed as an exhibit to Post-Effective Amendment No.146 to Registration Statement, which Amendment was filed via EDGAR on August 15, 2016, and is incorporated herein by reference.
(p)(34) Code of Ethics of QS Legg Mason Global Asset Allocation, LLC. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(p)(36) Code of Ethics of QS Batterymarch Financial Management, Inc. Filed as an exhibit to Post-Effective Amendment No. 123 to Registration Statement, which Amendment was filed via EDGAR on April 17, 2014, and is incorporated herein by reference.
(p)(37) Code of Ethics of Longfellow Investment Management Co., LLC. Filed as an exhibit to Post-Effective Amendment No. 130 to Registration Statement, which Amendment was filed via EDGAR on April 15, 2015, and is incorporated herein by reference.
(p)(38) Code of Ethics of Wellington Management Company LLP. Filed herewith.
(p)(39) Code of Ethics of Victory Capital Management, Inc. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(p)(40) Code of Ethics of Lazard Asset Management LLC. Filed herewith.
(p)(41) Code of Ethics of Loomis, Sayles & Company, L.P. Filed herewith.
(p)(42) Code of Ethics of AllianceBernstein L.P. Filed as an exhibit to Post-Effective Amendment No.146 to Registration Statement, which Amendment was filed via EDGAR on August 15, 2016, and is incorporated herein by reference.
(p)(43) Code of Ethics of Columbia Management Investment Advisers, LLC dated December 15, 2016. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(p)(44) Code of Ethics of Dana Investment Advisors, Inc. Filed herewith.
(p)(45) Code of Ethics of Morgan Stanley Investment Management, Inc. Filed as an exhibit to Post-Effective Amendment No.146 to Registration Statement, which Amendment was filed via EDGAR on August 15, 2016, and is incorporated herein by reference.
(p)(46) Code of Ethics for Allianz Global Investors U.S. Holdings and its subsidiaries dated April 1, 2013, amended December 12, 2016. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
21

(p)(47) Code of Ethics of Affinity Investment Advisors, LLC. Filed herewith.
(p)(48) Code of Ethics of Boston Advisors, LLC dated January 1, 2017. Filed as an exhibit to Post-Effective Amendment No. 151 to Registration Statement, which Amendment was filed via EDGAR on April 13, 2017, and is incorporated herein by reference.
(p)(49) Code of Ethics of UBS Asset Management (Americas) Inc. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
(p)(50) Code of Ethics of Jennison Associates LLC. Filed as an exhibit to Post-Effective Amendment No. 149 to Registration Statement, which Amendment was filed via EDGAR on December 19, 2016, and is incorporated herein by reference.
Item 29. Persons Controlled by or under Common Control with the Registrant.
Registrant does not control any person within the meaning of the Investment Company Act of 1940. Registrant may be deemed to be under common control with its investment manager and its affiliates because a controlling interest in Registrant is held of record by Prudential Annuities Life Assurance Corporation. See Registrant’s Statement of Additional Information under “Management and Advisory Arrangements” and “Other Information.”
Item 30. Indemnification.
Section 5.2 of the Registrant’s Second Amended and Restated Declaration of Trust provides as follows:
The Trust shall indemnify each of its Trustees, Trustee Emeritus, officers, employees, and agents (including persons who serve at its request as directors, officers, employees, agents or trustees of another organization in which it has any interest as a shareholder, creditor or otherwise) against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a trustee, trustee emeritus, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to be liable to the Trust or its Shareholders by reason of having acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties; provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless approved as in the best interests of the Trust, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts, that (i) such person acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and (ii) is not liable to the Trust or the Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duties; or the trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that (x) if the matter of good faith and reasonable belief as to the best interests of the Trust, had been adjudicated, it would have been adjudicated in favor of such person, and (y) based upon a review of readily available facts such trustee, officer, employee or agent did not engage in willful misfeasance, gross negligence or reckless disregard of duty. The rights accruing to any Person under these provisions shall not exclude any other right to which he may be lawfully entitled; provided that no Person may satisfy any right of indemnity or reimbursement granted herein or in Section 5.1 or to which he may be otherwise entitled except out of the property of the Trust, and no Shareholder shall be personally liable to any Person with respect to any claim for indemnity or reimbursement or otherwise.
The Trustees may make advance payments in connection with indemnification under this Section 5.2, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification and, provided further, that the Trust shall have obtained protection, satisfactory in the sole judgment of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), against losses arising out of such advance
22

payments or such Trustees, or independent legal counsel, in a written opinion, shall have determined, based upon a review of readily available facts that there is reason to believe that such person will be found to be entitled to such indemnification.
With respect to liability of the Investment Manager to Registrant or to shareholders of Registrant’s Portfolios under the Investment Management Agreements, reference is made to Section 13 or 14 of each Investment Management Agreement filed herewith or incorporated by reference herein.
With respect to the Sub-Advisors’ indemnification of the Investment Manager and its affiliated and controlling persons, and the Investment Manager’s indemnification of each Sub-advisor and its affiliated and controlling persons, reference is made to Section 14 of each Sub-Advisory Agreement filed herewith or incorporated by reference herein.  Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (the “Commission”) such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant or expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities 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 Act and will be governed by the final adjudication of such issue.
Item 31. Business and other Connections of the Investment Adviser.
AST Investment Services, Incorporated (“ASTI”), One Corporate Drive, Shelton, Connecticut 06484, and PGIM Investments LLC (“PGIM Investments”), 655 Broad Street, Newark, New Jersey 07102, serve as the co- investment managers to the Registrant. Information as to the business and other connections of the officers and directors of ASTI is included in ASTI’s Form ADV (File No. 801-40532), including the amendments to such Form ADV filed with the Commission, and is incorporated herein by reference. Information as to the business and other connections of the officers and directors of PGIM Investments is included in PGIM Investments’ Form ADV (File No. 801-3110), including the amendments to such Form ADV filed with the Commission, and is incorporated herein by reference.
Item 32. Principal Underwriters.
(a) Prudential Annuities Distributors, Inc. (PAD), One Corporate Drive, Shelton, Connecticut 06484 serves as the principal underwriter and distributor for shares of each Portfolio of Advanced Series Trust.  PAD is a registered broker-dealer and member of the Financial Industry Regulatory Authority (FINRA). The shares of each Portfolio of Advanced Series Trust are currently offered only to insurance company separate accounts as an investment option for variable annuity and variable life insurance contracts. 
(b) The following table sets forth certain information regarding the directors and officers of PAD.
Name and Principal Business Address Positions and Offices with Underwriter
James F. Mullery
One Corporate Drive
Shelton, Connecticut 06484-6208
President & CEO and Director
Wayne Chopus
One Corporate Drive
Shelton, Connecticut 06484-6208
Senior Vice President and Director
John Chieffo
213 Washington Street
Newark, New Jersey 07102-2917
Senior Vice President and Director
Dianne D. Bogoian
One Corporate Drive
Shelton, Connecticut 06484-6208
Director

23

Name and Principal Business Address Positions and Offices with Underwriter
Elizabeth Guerrera
One Corporate Drive
Shelton, Connecticut 06484-6208
Chief Operating Officer, Vice President and Director
Timothy S. Cronin
One Corporate Drive
Shelton, Connecticut 06484-6208
Senior Vice President
Christopher J. Hagan
2101 Welsh Road
Dresher, Pennsylvania 19025-5000
Vice President
Francine B. Boucher
751 Broad Street
Newark, New Jersey
Chief Legal Officer, Vice President and Secretary
Elizabeth Marin
751 Broad Street
Newark, New Jersey 07102-3714
Treasurer
Steven Weinreb
3 Gateway Center
Newark, New Jersey 07102-4061
Chief Financial Officer and Controller

Michael B. McCauley
One Corporate Drive
Shelton, Connecticut 06484-6208
Vice President and Chief Compliance Officer
Lynn K. Stone
One Corporate Drive
Shelton, Connecticut 06484-6208
Vice President
Michael A. Pignatella
One Corporate Drive
Shelton, Connecticut 06484-6208
Vice President
Douglas S. Morrin
One Corporate Drive
Shelton, Connecticut 06484-6208
Vice President
Charles H. Smith
751 Broad Street
Newark, New Jersey 07102-2917
AML Officer
Item 33. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of The Bank of New York Mellon Corp. (BNY), 225 Liberty Street, New York, New York 10286, PGIM, Inc., 655 Broad Street, Newark, New Jersey 07102, the Registrant, 655 Broad Street, Newark, New Jersey 07102, and Prudential Mutual Fund Services LLC (PMFS), 655 Broad Street, Newark, New Jersey 07102.
Documents required by Rules 31a-1(b) (4), (5), (6), (7), (9), (10) and (11) and 31a-1 (d) and (f) will be kept at 655 Broad Street, Newark, New Jersey 07102, and the remaining accounts, books and other documents required by such other pertinent provisions of Section 31(a) and the Rules promulgated thereunder will be kept by BNY and PMFS.
Item 34. Management Services.
Other than as set forth under the caption “How the Trust is Managed ” in the Prospectus and the caption “Management and Advisory Arrangements” in the SAI, constituting Parts A and B, respectively, of this Post-Effective Amendment to the Registration Statement, Registrant is not a party to any management-related service contract.
24

Item 35. Undertakings.
Not applicable.
25

SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act, the Fund certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to the Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Newark, and State of New Jersey, on the 8 th day of December, 2017.
ADVANCED SERIES TRUST
Timothy S. Cronin*

Timothy S. Cronin
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature   Title   Date
Timothy S. Cronin*

Timothy S. Cronin
  President and Principal Executive Officer    
Susan Davenport Austin*

Susan Davenport Austin
  Trustee    
Sherry S. Barrat*

Sherry S. Barrat
  Trustee    
Kay Ryan Booth*

Kay Ryan Booth
  Trustee    
Delayne Dedrick Gold*

Delayne Dedrick Gold
  Trustee    
Robert F. Gunia*

Robert F. Gunia
  Trustee    
Thomas T. Mooney *

Thomas T. Mooney
  Trustee    
Thomas M. O’Brien*

Thomas M. O’Brien
  Trustee    
Jessica Bibliowicz*

Jessica Bibliowicz
  Trustee    
M. Sadiq Peshimam*

M. Sadiq Peshimam
  Treasurer, Principal Financial and Accounting Officer    
*By: /s/ Kathleen DeNicholas

Kathleen DeNicholas
  Attorney-in-Fact   December 8, 2017
26

POWER OF ATTORNEY
The undersigned, Susan Davenport Austin, Sherry S. Barrat, Jessica M. Bibliowicz, Kay Ryan Booth, Delayne Dedrick Gold, Robert F. Gunia, Thomas T. Mooney and Thomas M. O’Brien as directors/trustees of each of the registered investment companies listed in Appendix A hereto, and M. Sadiq Peshimam, as treasurer and principal financial and accounting officer of each of the registered investment companies listed in Appendix A hereto, hereby authorize Andrew French, Claudia DiGiacomo, Deborah A. Docs, Kathleen DeNicholas, Raymond A. O’Hara, Jonathan D. Shain and Melissa Gonzalez, or any of them, as attorney-in-fact, to sign on his or her behalf in the capacities indicated (and not in such person’s personal individual capacity for personal financial or estate planning), the Registration Statement on Form N-1A, filed for such registered investment company or any amendment thereto (including any pre-effective or post-effective amendments) and any and all supplements or other instruments in connection therewith, including Form N-PX, Forms 3, 4 and 5 for or on behalf of each registered investment company listed in Appendix A or any current or future series thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
     
/s/ Susan Davenport Austin
Susan Davenport Austin
   
/s/ Sherry S. Barrat
Sherry S. Barrat
   
/s/ Jessica Bibliowicz
Jessica Bibliowicz
   
/s/ Kay Ryan Booth
Kay Ryan Booth
   
/s/ Timothy S. Cronin
Timothy S. Cronin
   
/s/ Delayne Dedrick Gold
Delayne Dedrick Gold
   
/s/ Robert F. Gunia
Robert F. Gunia
   
/s/ Thomas T. Mooney
Thomas T. Mooney
   
/s/ Thomas M. O’Brien
Thomas M. O’Brien
   
/s/ M. Sadiq Peshimam
M. Sadiq Peshimam
   
     
Dated: March 14, 2017    
27

Appendix A
Advanced Series Trust
The Prudential Series Fund
Prudential’s Gibraltar Fund, Inc.
28

Advanced Series Trust
Exhibit Index
Item 28
Exhibit No.
  Description
(d)(1)(b)(1)    Amended Fee Schedule to Investment Management Agreement among the Registrant, American Skandia Investment Services, Incorporated (now known as AST Investment Services, Inc.) and Prudential Investments LLC (now known as PGIM Investments LLC).
(d)(1)(d)    Contractual investment management fee waivers and/or contractual expense caps for selected AST portfolios.
(d)(1)(e)   Contractual investment management fee waivers and/or contractual expense caps for AST BlackRock Global Strategies Portfolio, AST ClearBridge Dividend Growth Portfolio and AST Wellington Management Hedged Equity Portfolio.
(d)(2)(a)(1)   Amended Fee Schedule to Investment Management Agreement among the Registrant and Prudential Investments LLC (now known as PGIM Investments LLC).
(d)(2)(d)    Contractual investment management fee waivers and/or contractual expense caps for AST T. Rowe Price Diversified Real Growth Portfolio and AST Goldman Sachs Global Income Portfolio.
(d)(2)(e)    Contractual investment management fee waivers and/or contractual expense caps for AST Bond Portfolio 2029.
(d)(31)(b)   Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC and T. Rowe Price Associates, Inc., for the AST T. Rowe Price Large-Cap Growth Portfolio.
(d)(44)(b)   Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC, and Wellington Management Company LLP, for AST Wellington Management Hedged Equity Portfolio.
(d)(60)(b)   Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC and ClearBridge Investments, LLC for the AST ClearBridge Dividend Growth Portfolio.
(d)(90)(b)   Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC and BlackRock Financial Management, Inc. for the AST BlackRock Global Strategies Portfolio.
(d)(91)(b)   Amendment to Subadvisory Agreement among AST Investment Services, Inc., PGIM Investments LLC and BlackRock International Limited for the AST BlackRock Global Strategies Portfolio.
(d)(113)   Subadvisory Agreement between PGIM Investments LLC and PGIM, Inc. for the AST Bond Portfolio 2029.
(e)(3)   Distribution Agreement for the shares of each Portfolio of the Registrant, between Prudential Annuities Distributors, Inc. and the Registrant.
(g)(2)(b)   Amendment to the Custody Agreement between the Registrant and The Bank of New York Mellon.
(g)(3)(b)   Addition of AST Bond Portfolio 2029 to the Accounting Services Agreement among the Registrant and The Bank of New York Mellon (as assigned from BNY Mellon Investment Servicing (US) Inc. f/k/a PFPC Inc.).
(h)(1)(b)    Amendment to the Amended and Restated Transfer Agency and Service Agreement dated May 29, 2007.
(i)(13)   Consent of Counsel for the Registrant.
(m)(1)    Shareholder Services and Distribution Plan.
(m)(5)   Shareholder Services and Distribution Fee (12b-1 Fee) contractual waiver for the AST Bond Portfolio 2029.
(p)(3)    Code of Ethics of Cohen & Steers Capital Management, Inc.
(p)(7)   Code of Ethics of Lord, Abbett & Co.
(p)(10)   Code of Ethics of Pacific Investment Management Company LLC.
(p)(11)   Code of Ethics of T. Rowe Price Associates, Inc.
(p)(15)   Code of Ethics of ClearBridge Advisors, LLC.
(p)(17)   Code of Ethics of Parametric Portfolio Associates LLC.
(p)(18)   Code of Ethics of WEDGE Capital Management LLP.
(p)(22)   Code of Ethics of Pyramis Global Advisors, LLC (now known as FIAM LLC).
(p)(27)   Code of Ethics of Franklin Advisers, Inc., Franklin Mutual Advisers, LLC, and Templeton Global Advisors Limited.
(p)(38)   Code of Ethics of Wellington Management Company LLP.
29

Item 28
Exhibit No.
  Description
(p)(40)   Code of Ethics of Lazard Asset Management LLC.
(p)(41)   Code of Ethics of Loomis, Sayles & Company, L.P.
(p)(44)   Code of Ethics of Dana Investment Advisors, Inc.
(p)(47)   Code of Ethics of Affinity Investment Advisors, LLC.
30
ADVANCED SERIES TRUST

Schedule “A”
Portfolio Contractual Fee Rate
AST Academic Strategies Asset Allocation Portfolio * Fund-of-Funds Segments/Sleeves:
0.72% of average daily net assets

Non Fund-of-Funds Segments/Sleeves:
0.5525% of average daily net assets to $300 million;
0.5425% on next $200 million of average daily net assets;
0.5325% on next $250 million of average daily net assets;
0.5225% on next $2.5 billion of average daily net assets;
0.5125% on next $2.75 billion of average daily net assets;
0.4825% on next $4 billion of average daily net assets;
0.4625% over $10 billion of average daily net assets
AST Advanced Strategies Portfolio 0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% on next $2.5 billion of average daily net assets;
0.5726% on next $2.5 billion of average daily net assets;
0.5525% on next $5 billion of average daily net assets;
0.5325% over $20 billion of average daily net assets
AST AQR Large-Cap Portfolio 0.5825% of average daily net assets up to $300 million;
0.5725% on next $200 million of average daily net assets;
0.5625% on next $250 million of average daily net assets;
0.5525% on next $2.5 billion of average daily net assets;
0.5425% on next $2.75 billion of average daily net assets;
0.5125% on next $4 billion of average daily net assets;
0.4925% over $10 billion of average daily net assets
AST Balanced Asset Allocation Portfolio 0.15% of average daily net assets
AST BlackRock Global Strategies Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
 
 

 

AST BlackRock Low Duration Bond Portfolio (formerly, AST PIMCO Limited Maturity Bond Portfolio) 0.4825% of average daily net assets to $300 million;
0.4725% on next $200 million of average daily net assets;
0.4625% on next $250 million of average daily net assets;
0.4525% on next $2.5 billion of average daily net assets;
0.4425% on next $2.75 billion of average daily net assets;
0.4125% on next $4 billion of average daily net assets;
0.3925% over $10 billion of average daily net assets
AST BlackRock/Loomis Sayles Bond Portfolio (formerly, AST PIMCO Total Return Bond Portfolio) 0.4825% of average daily net assets to $300 million;
0.4725% on next $200 million of average daily net assets;
0.4625% on next $250 million of average daily net assets;
0.4525% on next $2.5 billion of average daily net assets;
0.4425% on next $2.75 billion of average daily net assets;
0.4125% on next $4 billion of average daily net assets;
0.3925% over $10 billion of average daily net assets
AST Bond Portfolio 2017 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2018 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2019 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2020 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
 
 

 

AST Bond Portfolio 2021 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2022 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2023 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2024 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2025 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Capital Growth Asset Allocation Portfolio 0.15% of average daily net assets
 
 

 

AST ClearBridge Dividend Growth Portfolio 0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% over $10 billion of average daily net assets
AST Cohen & Steers Realty Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
AST FI Pyramis ® Quantitative Portfolio 0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% over $10 billion of average daily net assets
AST Global Real Estate Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
AST Goldman Sachs Large-Cap Value Portfolio 0.5825% of average daily net assets to $300 million;
0.5725% on next $200 million of average daily net assets;
0.5625% on next $250 million of average daily net assets;
0.5525% on next $2.5 billion of average daily net assets;
0.5425% on next $2.75 billion of average daily net assets;
0.5125% on next $4 billion of average daily net assets;
0.4925% over $10 billion of average daily net assets
AST Goldman Sachs Mid-Cap Growth Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
 
 

 

AST Goldman Sachs Multi-Asset Portfolio 0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
AST Goldman Sachs Small-Cap Value Portfolio 0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
AST Government Money Market Portfolio
(Formerly AST Money Market Portfolio)
0.3325% of average daily net assets to $300 million;
0.3225% on next $200 million of average daily net assets;
0.3125% on next $250 million of average daily net assets;
0.3025% on next $2.5 billion of average daily net assets;
0.2925% on next $2.75 billion of average daily net assets;
0.2625% on next $4 billion of average daily net assets;
0.2425% over $10 billion of average daily net assets
AST High Yield Portfolio 0.5825% of average daily net assets to $300 million;
0.5725% on next $200 million of average daily net assets;
0.5625% on next $250 million of average daily net assets;
0.5525% on next $2.5 billion of average daily net assets;
0.5425% on next $2.75 billion of average daily net assets;
0.5125% on next $4 billion of average daily net assets;
0.4925% over $10 billion of average daily net assets
AST Hotchkis & Wiley Large-Cap Value Portfolio
(formerly AST Large-Cap Value Portfolio)
0.5825% of average daily net assets to $300 million;
0.5725% on next $200 million of average daily net assets;
0.5625% on next $250 million of average daily net assets;
0.5525% on next $2.5 billion of average daily net assets;
0.5425% on next $2.75 billion of average daily net assets;
0.5125% on next $4 billion of average daily net assets;
0.4925% over $10 billion of average daily net assets
AST International Growth Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
 
 

 

AST International Value Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
AST Investment Grade Bond Portfolio 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST J.P. Morgan Global Thematic Portfolio 0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
AST J.P. Morgan International Equity Portfolio 0.8325% of average daily net assets to $75 million;
0.6825% on next $225 million of average daily net assets;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% over $10 billion of average daily net assets
AST J.P. Morgan Strategic Opportunities Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
AST Jennison Global Infrastructure Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
 
 

 

AST Jennison Large-Cap Growth Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST Loomis Sayles Large-Cap Growth Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST Lord Abbett Core Fixed Income Portfolio 0.5300% of average daily net assets to $300 million;
0.5200% on next $200 million of average daily net assets;
0.4850% on next $250 million of average daily net assets;
0.4750% on next $250 million of average daily net assets;
0.4500% on next $2.25 billion of average daily net assets;
0.4400% on next $2.75 billion of average daily net assets;
0.4100% on next $4 billion of average daily net assets;
0.3900% over $10 billion of average daily net assets
AST Managed Equity Portfolio †† 0.15% of average daily net assets
AST Managed Fixed-Income Portfolio †† 0.15% of average daily net assets
AST MFS Global Equity Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
 
 

 

AST MFS Growth Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST MFS Large-Cap Value Portfolio 0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% over $10 billion of average daily net assets
AST Multi-Sector Fixed Income Portfolio 0.5325% of average daily net assets to $300 million;
0.5225% on next $200 million of average daily net assets;
0.5125% on next $250 million of average daily net assets;
0.5025% on next $2.5 billion of average daily net assets;
0.4925% on next $2.75 billion of average daily net assets;
0.4625% on next $4 billion of average daily net assets;
0.4425% on next $2.5 billion of average daily net assets;
0.4225% on next $2.5 billion of average daily net assets;
0.4025% on next $5 billion of average daily net assets;
0.3825% over $20 billion of average daily net assets
AST Neuberger Berman/LSV Mid-Cap Value Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $250 million of average daily net assets;
0.6525% on next $2.25 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% over $10 billion of average daily net assets
AST New Discovery Asset Allocation Portfolio 0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $750 million of average daily net assets;
0.6225% on next $2 billion of average daily net assets;
0.5925% on next $4 billion of average daily net assets;
0.5725% over $10 billion of average daily net assets
AST Parametric Emerging Markets Equity Portfolio 0.9325% of average daily net assets to $300 million;
0.9225% on next $200 million of average daily net assets;
0.9125% on next $250 million of average daily net assets;
0.9025% on next $2.5 billion of average daily net assets;
0.8925% on next $2.75 billion of average daily net assets;
0.8625% on next $4 billion of average daily net assets;
0.8425% over $10 billion of average daily net assets
 
 

 

AST Preservation Asset Allocation Portfolio 0.15% of average daily net assets
AST Prudential Core Bond Portfolio 0.5325% of average daily net assets to $300 million;
0.5225% on next $200 million of average daily net assets;
0.4875% on next $250 million of average daily net assets;
0.4775% on next $250 million of average daily net assets
0.4525% on next $2.25 billion of average daily net assets;
0.4425% on next $2.75 billion of average daily net assets;
0.4125% on next $4 billion of average daily net assets;
0.3925% over $10 billion of average daily net assets
AST Prudential Growth Allocation Portfolio 0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% on next $2.5 billion of average daily net assets;
0.5725% on next $2.5 billion of average daily net assets;
0.5525% on next $5 billion of average daily net assets;
0.5325% over $20 billion of average daily net assets
AST QMA Emerging Markets Equity Portfolio 0.9325% of average daily net assets to $300 million;
0.9225% on next $200 million of average daily net assets;
0.9125% on next $250 million of average daily net assets;
0.9025% on next $2.5 billion of average daily net assets;
0.8925% on next $2.75 billion of average daily net assets;
0.8625% on next $4 billion of average daily net assets;
0.8425% over $10 billion of average daily net assets
AST QMA Large-Cap Portfolio 0.5825% of average daily net assets up to $300 million;
0.5725% on next $200 million of average daily net assets;
0.5625% on next $250 million of average daily net assets;
0.5525% on next $2.5 billion of average daily net assets;
0.5425% on next $2.75 billion of average daily net assets;
0.5125% on next $4 billion of average daily net assets;
0.4925% over $10 billion of average daily net assets
AST QMA US Equity Alpha Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
 
 

 

AST Quantitative Modeling Portfolio 0.25% of average daily net assets
AST RCM World Trends Portfolio 0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
AST Small-Cap Growth Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST Small-Cap Growth Opportunities Portfolio (formerly, AST Federated Aggressive Growth Portfolio) 0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
AST Small-Cap Value Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST T. Rowe Price Asset Allocation Portfolio 0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% on next $2.5 billion of average daily net assets;
0.5726% on next $2.5 billion of average daily net assets;
0.5525% on next $5 billion of average daily net assets;
0.5325% over $20 billion of average daily net assets
 
 

 

AST T. Rowe Price Growth Opportunities Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST T. Rowe Price Large-Cap Growth Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $250 million of average daily net assets;
0.6525% on next $2.25 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% over $10 billion of average daily net assets
AST T. Rowe Price Large-Cap Value Portfolio
(formerly AST Value Equity Portfolio)
0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% over $10 billion of average daily net assets
AST T. Rowe Price Natural Resources Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST Templeton Global Bond Portfolio 0.6325% of average daily net assets to $300 million;
0.6225% on next $200 million of average daily net assets;
0.6125% on next $250 million of average daily net assets;
0.6025% on next $2.5 billion of average daily net assets;
0.5925% on next $2.75 billion of average daily net assets;
0.5625 on next $4 billion of average daily net assets;
0.5425% over $10 billion of average daily net assets
AST WEDGE Capital Mid-Cap Value Portfolio
(formerly AST Mid-Cap Value Portfolio)
0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
 
 

 

AST Wellington Management Hedged Equity Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
AST Western Asset Core Plus Bond Portfolio 0.5325% of average daily net assets to $300 million;
0.5225% on next $200 million of average daily net assets;
0.5125% on next $250 million of average daily net assets;
0.5025% on next $2.5 billion of average daily net assets;
0.4925% on next $2.75 billion of average daily net assets;
0.4625% on next $4 billion of average daily net assets;
0.4425% over $10 billion of average daily net assets
AST Western Asset Emerging Markets Debt Portfolio 0.6825% of average daily net assets to $300 million;
0.6725% on next $200 million of average daily net assets;
0.6625% on next $250 million of average daily net assets;
0.6525% on next $2.5 billion of average daily net assets;
0.6425% on next $2.75 billion of average daily net assets;
0.6125% on next $4 billion of average daily net assets;
0.5925% over $10 billion of average daily net assets

* For AST Academic Strategies Asset Allocation Portfolio, the management fee rate applicable to the fund-of-funds segments/sleeves is limited to assets invested in other portfolios of the Advanced Series Trust. The management fee rate applicable to the non fund-of-funds segments/sleeves excludes assets invested in other portfolios of the Advanced Series Trust. Portfolio assets invested in mutual funds other than the portfolios of the Advanced Series Trust are included in the management fee rate applicable to the non fund-of-funds segments/sleeves.

The current contractual investment management fee for each of the AST Bond Portfolio 2017, AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio 2020, AST Bond Portfolio 2021, AST Bond Portfolio 2022, AST Bond Portfolio 2023, AST Bond Portfolio 2024, AST Bond Portfolio 2025 and AST Investment Grade Bond Portfolio is subject to certain breakpoints. The assets of each Portfolio will be aggregated for purposes of determining the fee rate applicable to each Portfolio.

†† For AST Managed Equity Portfolio and AST Managed Fixed-Income Portfolio, the management fee rate applicable to the fund-of-funds segments/sleeves is limited to assets invested in other portfolios of the Trust. The management fee rate applicable to the non fund-of-funds segments/sleeves excludes assets invested in other portfolios of the Trust. Portfolio assets invested in mutual funds other than the portfolios of the Trust are included in the management fee rate applicable to the non fund-of-funds segments/sleeves.

As of July 1, 2017.

PGIM Investments LLC

655 Broad Street

Newark, New Jersey 07102

 

AST Investment Services, Inc.

One Corporate Drive

Shelton, Connecticut 06484

 

 

 

The Board of Trustees of Advanced Series Trust

655 Broad Street

Newark, New Jersey 07102

 

Re: Contractual Fee Waivers

 

PGIM Investments LLC and AST Investment Services, Inc. (collectively, the "Manager") hereby agree to cap expenses / reimburse certain expenses and/or waive a portion of their investment management fees as more particularly described and set forth for each Portfolio listed on Exhibit A hereto.

 

 

Very truly yours,

 

 

PGIM Investments LLC

By: /s/ Timothy Cronin
Name: Timothy Cronin
Title: Vice President

 

 

 

AST Investment Services, Inc.

 

By: /s/ Timothy Cronin
Name: Timothy Cronin
Title: Vice President

 
 

 

Exhibit A

 

Effective June 1, 2017 :

 

AST Advanced Strategies Portfolio : The Manager has contractually agreed to waive 0.001% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST T. Rowe Price Asset Allocation Portfolio : The Manager has contractually agreed to waive 0.005% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST T. Rowe Price Growth Opportunities Portfolio : The Manager has contractually agreed to waive 0.007% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST T. Rowe Price Large-Cap Growth Portfolio : The Manager has contractually agreed to waive 0.026% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST T. Rowe Price Large-Cap Value Portfolio : The Manager has contractually agreed to waive 0.006% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST T. Rowe Price Natural Resources Portfolio : The Manager has contractually agreed to waive 0.01% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

 

Effective July 1, 2017 :

 

 

AST Academic Strategies Asset Allocation Portfolio : The Manager has contractually agreed to waive 0.007% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST AQR Large-Cap Portfolio: The Manager has contractually agreed to waive 0.091% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST ClearBridge Dividend Growth Portfolio: The Manager has contractually agreed to waive 0.055% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

AST Cohen & Steers Realty Portfolio: The Manager has contractually agreed to waive 0.06% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST Goldman Sachs Mid-Cap Growth Portfolio: The Manager has contractually agreed to waive 0.10% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST Goldman Sachs Multi-Asset Portfolio: The Manager has contractually agreed to waive 0.113% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 
 

AST T. Rowe Price Large-Cap Value Portfolio : The Manager has contractually agreed to waive 0.061% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

AST Western Asset Core Plus Bond Portfolio: The Manager has contractually agreed to waive 0.032% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

 

PGIM Investments LLC

655 Broad Street

Newark, New Jersey 07102

 

AST Investment Services, Inc.

One Corporate Drive

Shelton, Connecticut 06484

 

 

 

The Board of Trustees of Advanced Series Trust

655 Broad Street

Newark, New Jersey 07102

 

Re: Contractual Fee Waivers

 

PGIM Investments LLC and AST Investment Services, Inc. (collectively, the "Manager") hereby agree to cap expenses / reimburse certain expenses and/or waive a portion of their investment management fees as more particularly described and set forth for each Portfolio listed on Exhibit A hereto.

 

 

Very truly yours,

 

 

PGIM Investments LLC

 

By: /s/ Timothy Cronin
Name: Timothy Cronin
Title: Senior Vice President

 

 

 

AST Investment Services, Inc.

 

By: /s/ Timothy Cronin

Name: Timothy Cronin

Title: President

 
 

 

Exhibit A

 

Effective December 1, 2017 :

 

AST BlackRock Global Strategies Portfolio: The Manager has contractually agreed to waive 0.022% of its investment management fee through June 30, 2019. This arrangement may not be terminated or modified prior to June 30, 2019 without the prior approval of the Trust’s Board of Trustees.

AST ClearBridge Dividend Growth Portfolio: The Manager has contractually agreed to waive 0.012% of its investment management fee through June 30, 2019. This arrangement may not be terminated or modified prior to June 30, 2019 without the prior approval of the Trust’s Board of Trustees.

AST Wellington Management Hedged Equity Portfolio: The Manager has contractually agreed to waive 0.055% of its investment management fee through June 30, 2019. This arrangement may not be terminated or modified prior to June 30, 2019 without the prior approval of the Trust’s Board of Trustees.

 

 

ADVANCED SERIES TRUST

Amended Schedule “A”
Portfolio Contractual Fee Rate
AST AQR Emerging Markets Equity Portfolio 0.9325% of average daily net assets to $300 million;
0.9225% on next $200 million of average daily net assets;
0.9125% on next $250 million of average daily net assets;
0.9025% on next $2.5 billion of average daily net assets;
0.8925% on next $2.75 billion of average daily net assets;
0.8625% on next $4 billion of average daily net assets;
0.8425% over $10 billion of average daily net assets
AST Prudential Flexible Multi-Strategy Portfolio 0.9825% of average daily net assets to $300 million;
0.9725% on next $200 million of average daily net assets;
0.9625% on next $250 million of average daily net assets;
0.9525% on next $2.5 billion of average daily net assets;
0.9425% on next $2.75 billion of average daily net assets;
0.9125% on next $4 billion of average daily net assets;
0.8925% over $10 billion of average daily net assets
AST Goldman Sachs Global Growth Allocation Portfolio 0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
AST Goldman Sachs Strategic Income Portfolio 0.7125% of average daily net assets to $300 million;
0.7025% on next $200 million of average daily net assets;
0.6925% on next $250 million of average daily net assets;
0.6825% on next $2.5 billion of average daily net assets;
0.6725% on next $2.7 billion of average daily net assets;
0.6425% on next $4.0 billion of average daily net assets;
0.6225% over $10 billion of average daily net assets
AST Legg Mason Diversified Growth Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST T. Rowe Price Diversified Real Growth Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
 
 

 

AST FQ Absolute Return Currency Portfolio 0.8325% of average daily net assets to $300 million;
0.8225% on next $200 million of average daily net assets;
0.8125% on next $250 million of average daily net assets;
0.8025% on next $2.5 billion of average daily net assets;
0.7925% on next $2.75 billion of average daily net assets;
0.7625% on next $4 billion of average daily net assets;
0.7425% over $10 billion of average daily net assets
AST Franklin Templeton K2 Global Absolute Return Portfolio 0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
AST BlackRock Multi-Asset Income Portfolio 0.7825% of average daily net assets to $300 million;
0.7725% on next $200 million of average daily net assets;
0.7625% on next $250 million of average daily net assets;
0.7525% on next $2.5 billion of average daily net assets;
0.7425% on next $2.75 billion of average daily net assets;
0.7125% on next $4 billion of average daily net assets;
0.6925% over $10 billion of average daily net assets
AST Bond Portfolio 2026* 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2027* 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST Bond Portfolio 2028* 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
 
 

 

AST Bond Portfolio 2029* 0.4925% of average daily net assets to $500 million;
0.4725% on next $4.5 billion of average daily net assets;
0.4625% on next $5 billion of average daily net assets;
0.4525% over $10 billion of average daily net assets
AST QMA International Core Equity Portfolio 0.7325% of average daily net assets to $300 million;
0.7225% on next $200 million of average daily net assets;
0.7125% on next $250 million of average daily net assets;
0.7025% on next $2.5 billion of average daily net assets;
0.6925% on next $2.75 billion of average daily net assets;
0.6625% on next $4 billion of average daily net assets;
0.6425% over $10 billion of average daily net assets
AST AB Global Bond Portfolio 0.64% of average daily net assets to $300 million;
0.63% on next $200 million of average daily net assets;
0.62% on next $250 million of average daily net assets;
0.61% on next $2.5 billion of average daily net assets;
0.60% on next $2.75 billion of average daily net assets;
0.57% on next $4 billion of average daily net assets;
0.55% over $10 billion of average daily net assets
AST Columbia Adaptive Risk Allocation Portfolio 0.94% of average daily net assets to $300 million;
0.93% on next $200 million of average daily net assets;
0.92% on next $250 million of average daily net assets;
0.91% on next $2.5 billion of average daily net assets;
0.90% on next $2.75 billion of average daily net assets;
0.87% on next $4 billion of average daily net assets;
0.85% over $10 billion of average daily net assets
AST Emerging Managers Diversified Portfolio 0.74% of average daily net assets to $300 million;
0.73% on next $200 million of average daily net assets;
0.72% on next $250 million of average daily net assets;
0.71% on next $2.5 billion of average daily net assets;
0.70% on next $2.75 billion of average daily net assets;
0.67% on next $4 billion of average daily net assets;
0.65% over $10 billion of average daily net assets
AST Goldman Sachs Global Income Portfolio 0.64% of average daily net assets to $300 million;
0.63% on next $200 million of average daily net assets;
0.62% on next $250 million of average daily net assets;
0.61% on next $2.5 billion of average daily net assets;
0.60% on next $2.75 billion of average daily net assets;
0.57% on next $4 billion of average daily net assets;
0.55% over $10 billion of average daily net assets
 
 

 

AST Managed Alternatives Portfolio 0.15% of average daily net assets
AST Morgan Stanley Multi-Asset Portfolio 1.04% of average daily net assets to $300 million;
1.03% on next $200 million of average daily net assets;
1.02% on next $250 million of average daily net assets;
1.01% on next $2.5 billion of average daily net assets;
1.00% on next $2.75 billion of average daily net assets;
0.97% on next $4 billion of average daily net assets;
0.95% over $10 billion of average daily net assets
AST Neuberger Berman Long/Short Portfolio 1.04% of average daily net assets to $300 million;
1.03% on next $200 million of average daily net assets;
1.02% on next $250 million of average daily net assets;
1.01% on next $2.5 billion of average daily net assets;
1.00% on next $2.75 billion of average daily net assets;
0.97% on next $4 billion of average daily net assets;
0.95% over $10 billion of average daily net assets
AST Wellington Management Global Bond Portfolio 0.64% of average daily net assets to $300 million;
0.63% on next $200 million of average daily net assets;
0.62% on next $250 million of average daily net assets;
0.61% on next $2.5 billion of average daily net assets;
0.60% on next $2.75 billion of average daily net assets;
0.57% on next $4 billion of average daily net assets;
0.55% over $10 billion of average daily net assets
AST Wellington Management Real Total Return Portfolio 1.04% of average daily net assets to $300 million;
1.03% on next $200 million of average daily net assets;
1.02% on next $250 million of average daily net assets;
1.01% on next $2.5 billion of average daily net assets;
1.00% on next $2.75 billion of average daily net assets;
0.97% on next $4 billion of average daily net assets;
0.95% over $10 billion of average daily net assets

 

*The assets for each of the AST Bond Portfolio 2026, AST Bond Portfolio 2027, AST Bond Portfolio 2028 and AST Bond Portfolio 2029 will be aggregated with each of the AST Bond Portfolio 2017, AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio 2020, AST Bond Portfolio 2021, AST Bond Portfolio 2022, AST Bond Portfolio 2023, AST Bond Portfolio 2024, AST Bond Portfolio 2025 and AST Investment Grade Bond Portfolio for purposes of determining the fee rate applicable to each Portfolio.

Fee Schedule revised and restated as of April 15, 2014, as further revised as of December 1, 2014, July 13, 2015, December 21, 2015, December 15, 2016 and December 1, 2017.

PGIM Investments LLC

655 Broad Street

Newark, New Jersey 07102

 

 

 

The Board of Trustees of Advanced Series Trust

655 Broad Street

Newark, New Jersey 07102

 

Re: Contractual Fee Waivers

 

PGIM Investments LLC (the "Manager”) hereby agrees to cap expenses / reimburse certain expenses and/or waive a portion of its investment management fees as more particularly described and set forth for each Portfolio listed on Exhibit A hereto.

 

 

Very truly yours,

 

 

PGIM Investments LLC

 

By: /s/ Timothy Cronin
Name: Timothy Cronin
Title: Vice President

 

 

 

 

 
 

 

Exhibit A

 

Effective June 1, 2017 :

 

AST T. Rowe Price Diversified Real Growth Portfolio : The Manager has contractually agreed to waive 0.008% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

 

Effective July 1, 2017 :

 

AST Goldman Sachs Global Income Portfolio: The Manager has contractually agreed to waive 0.012% of its investment management fee through June 30, 2018. This arrangement may not be terminated or modified prior to June 30, 2018 without the prior approval of the Trust’s Board of Trustees.

PGIM Investments LLC

655 Broad Street

Newark, New Jersey 07102

 

 

 

The Board of Trustees of Advanced Series Trust

655 Broad Street

Newark, New Jersey 07102

 

Re: Contractual Fee Waiver

 

PGIM Investments LLC (the "Manager”) hereby agrees to cap expenses / reimburse certain expenses and/or waive a portion of its investment management fees as more particularly described and set forth for the Portfolio listed on Exhibit A hereto.

 

 

Very truly yours,

 

 

PGIM Investments LLC

 

By: /s/ Timothy Cronin
Name: Timothy Cronin
Title: Senior Vice President

 

 

 

 

 
 

 

Exhibit A

 

AST Bond Portfolio 2029 : The Manager has contractually agreed to waive a portion of its investment management fee and/or reimburse certain expenses of the Portfolio so that the Portfolio’s investment management fee plus other expenses (exclusive in all cases of taxes, including stamp duty tax paid on foreign securities transactions, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 0.93% of the Portfolio’s average daily net assets through June 30, 2019. Expenses waived/reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such waiver/reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.

Amendment to Subadvisory Agreement

for AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO

 

 

AST Investment Services, Inc. and PGIM Investments LLC (formerly, Prudential Investments LLC) and T. Rowe Price Associates, Inc. hereby agree to amend the Subadvisory Agreement, dated as of November 29, 2005, by and among AST Investment Services, Inc., PGIM Investments LLC, and T. Rowe Price Associates, Inc., pursuant to which T. Rowe Price Associates, Inc. has been retained to provide investment advisory services to the AST T. Rowe Price Large-Cap Growth Portfolio as follows;

 

1. Schedule A is hereby deleted and replaced with the attached Schedule A.

 

IN WITNESS HEREOF , AST Investment Services, Inc., PGIM Investments LLC, and T. Rowe Price Associates, Inc. have duly executed this Amendment as of the effective date of this Amendment.

 

AST Investment Services, Inc.

 

 

By: /s/ Timothy Cronin

Name: Timothy Cronin

Title: Vice President

 

PGIM INVESTMENTS LLC

 

 

By: /s/ Timothy Cronin

Name: Timothy Cronin

Title: Vice President

 

T. Rowe price associates, inc.

 

 

By: /s/ Savonne L. Ferguson

Name: Savonne L. Ferguson

Title: Vice President

 

 

Effective Date as Revised: June 1, 2017

 

 
 

SCHEDULE A

 

Advanced Series Trust

AST T. Rowe Price Large-Cap Growth Portfolio

As compensation for services provided by T. Rowe Price Associates, Inc., AST Investment Services, Inc. and PGIM Investments, LLC, as applicable, will pay T. Rowe Price Associates, Inc. an advisory fee on the net assets managed by T. Rowe Price Associates, Inc. that is equal, on an annualized basis, to the following:

Portfolio Name Advisory Fee*
AST T. Rowe Price Large Cap Growth Portfolio

Portfolio average daily net assets up to $100 million :

 

0.500% of average daily net assets to $50 million; and

0.400% of average daily net assets over $50 million.


When Portfolio average daily net assets reach $100 million :

 

0.400% of average daily net assets on all assets up to $100 million; and

0.400% of average daily net assets over $100 million to $250 million; and

0.375% of average daily net assets over $250 million to $500 million; and

0.350% of average daily net assets over $500 million to $1 billion.

 

When Portfolio average daily net assets exceed $1 billion :

 

0.300% of average daily net assets on all assets

 

* In the event T. Rowe Price Associates, Inc. invests Portfolio assets in other pooled investment vehicles it manages or subadvises, T. Rowe Price Associates, Inc. will waive its subadvisory fee for the Portfolio in an amount equal to the acquired fund fee paid to T. Rowe Price Associates, Inc. with respect to the Portfolio assets invested in such acquired fund.  Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.

 

Effective Date as Revised: June 1, 2017

 

 

Amendment to Subadvisory Agreement

for AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO

 

AST Investment Services, Inc. and PGIM Investments LLC and Wellington Management Company LLP (“Subadviser”) hereby agree to amend the Subadvisory Agreement, dated as of April 1, 2011, by and among AST Investment Services, Inc., PGIM Investments LLC, and Subadviser, pursuant to which Subadviser has been retained to provide investment advisory services to the AST Wellington Management Hedged Equity Portfolio as follows;

 

1. Exhibit A is hereby deleted and replaced with the attached Schedule A.

 

IN WITNESS HEREOF , AST Investment Services, Inc., PGIM Investments LLC, and Wellington Management Company LLP have duly executed this Amendment as of the effective date of this Amendment.

 

AST Investment Services, Inc.

 

 

By: /s/ Timothy S. Cronin

Name: Timothy S. Cronin

Title: President

 

PGIM INVESTMENTS LLC

 

 

By: /s/ Timothy S. Cronin

Name: Timothy S. Cronin

Title: Senior Vice President

 

 

WELLINGTON MANAGEMENT COMPANY LLP

 

 

By: /s/ Steven Mason

Name: Steven Mason

Title: Senior Managing Director

 

 

Effective Date as Revised: December 1, 2017

 

 
 

SCHEDULE A

 

Advanced Series Trust

AST Wellington Management Hedged Equity Portfolio

As compensation for services provided by Wellington Management Company LLP (“Wellington”), AST Investment Services, Inc. and PGIM Investments LLC, as applicable, will pay Wellington an advisory fee on the net assets managed by Wellington that is equal, on an annualized basis, to the following:

Portfolio Name Advisory Fee*
AST Wellington Management Hedged Equity Growth Portfolio

0.375% of average daily net assets to $500 million;

0.35% of average daily net assets over $500 million to $1 billion;

0.325% of average daily net assets over $1 billion to $2 billion;

0.30% of average daily net assets over $2 billion

 

* In the event Wellington invests Portfolio assets in other pooled investment vehicles it manages or subadvises, Wellington will waive its subadvisory fee for the Portfolio in an amount equal to the acquired fund fee paid to Wellington with respect to the Portfolio assets invested in such acquired fund.  Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.

 

Effective Date as Revised: December 1, 2017

 

Amendment to Subadvisory Agreement

for AST CLEARBRIDGE DIVIDEND GROWTH PORTFOLIO

 

AST Investment Services, Inc. and PGIM Investments LLC and ClearBridge Investments, LLC (“Subadviser”) hereby agree to amend the Subadvisory Agreement, dated as of December 5, 2012, by and among AST Investment Services, Inc., PGIM Investments LLC, and Subadviser, pursuant to which Subadviser has been retained to provide investment advisory services to the AST ClearBridge Dividend Growth Portfolio as follows;

 

1. Exhibit A is hereby deleted and replaced with the attached Schedule A.

 

IN WITNESS HEREOF , AST Investment Services, Inc., PGIM Investments LLC, and ClearBridge Investments, LLC have duly executed this Amendment as of the effective date of this Amendment.

 

AST Investment Services, Inc.

 

 

By: /s/ Timothy S. Cronin

Name: Timothy S. Cronin

Title: President

 

PGIM INVESTMENTS LLC

 

 

By: /s/ Timothy S. Cronin

Name: Timothy S. Cronin

Title: Senior Vice President

 

 

Clearbridge investments, llc

 

 

By: /s/ Cynthia K. List

Name: Cynthia K. List

Title: Chief Financial Officer

 

 

Effective Date as Revised: December 1, 2017

 

 
 

SCHEDULE A

 

Advanced Series Trust

AST ClearBridge Dividend Growth Portfolio

As compensation for services provided by ClearBridge Investments LLC (“ClearBridge”), AST Investment Services, Inc. and PGIM Investments LLC, as applicable, will pay ClearBridge an advisory fee on the net assets managed by ClearBridge that is equal, on an annualized basis, to the following:

Portfolio Name Advisory Fee*
AST ClearBridge Dividend Growth Portfolio

0.25% of average daily net assets to $250 million;

0.20% of average daily net assets over $250 million to $500 million;

0.18% of average daily net assets over $500 million

 

* In the event ClearBridge invests Portfolio assets in other pooled investment vehicles it manages or subadvises, ClearBridge will waive its subadvisory fee for the Portfolio in an amount equal to the acquired fund fee paid to ClearBridge with respect to the Portfolio assets invested in such acquired fund.  Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.

 

Effective Date as Revised: December 1, 2017

Amendment to Subadvisory Agreement

for AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO

 

AST Investment Services, Inc. and PGIM Investments LLC and BlackRock Financial Management, Inc. (“Subadviser”) hereby agree to amend the Subadvisory Agreement, dated as of March 18, 2011, by and among AST Investment Services, Inc., PGIM Investments LLC (formerly, Prudential Investments LLC), and Subadviser (the “Subadvisory Agreement”), pursuant to which Subadviser has been retained to provide investment advisory services to the AST BlackRock Global Strategies Portfolio as follows;

 

1. Schedule A of the Subadvisory Agreement is hereby deleted and replaced with the attached Schedule A.

 

IN WITNESS HEREOF , AST Investment Services, Inc., PGIM Investments LLC, and BlackRock Financial Management, Inc., LLC have duly executed this Amendment as of the effective date of this Amendment.

 

AST Investment Services, Inc.

 

 

By: /s/ Edward Merrill

Name: Edward Merrill

Title: Vice President

 

PGIM INVESTMENTS LLC

 

 

By: /s Edward Merrill

Name: Edward Merrill

Title: Vice President

 

 

BLACKROCK FINANCIAL MANAGEMENT, Inc.

 

 

By: /s/ Kerrianne Berneck

Name: Kerrianne Berneck

Title: Director

 

 

Effective Date as Revised: December 1, 2017

 

 
 

SCHEDULE A

 

Advanced Series Trust

AST BlackRock Global Strategies Portfolio

As compensation for services provided by BlackRock Financial Management, Inc. (“BlackRock”), AST Investment Services, Inc. and PGIM Investments LLC, as applicable, will pay BlackRock an advisory fee on the net assets managed by BlackRock that is equal, on an annualized basis, to the following:

Portfolio Name Advisory Fee*
AST BlackRock Global Strategies Portfolio

0.45% of average daily net assets to $500 million;

0.42% of average daily net assets over $500 million to $1 billion;

0.38% of average daily net assets over $1 billion to $2 billion;

0.30% of average daily net assets over $2 billion to $3 billion;

0.275% of average daily net assets over $3 billion to $4 billion;

0.25% of average daily net assets over $4 billion

 

* In the event BlackRock invests Portfolio assets in a pooled investment vehicle advised or subadvised by BlackRock (an “Affiliated Fund”), BlackRock will waive its subadvisory fee for the Portfolio in an amount equal to the advisory fee or subadvisory fee paid to BlackRock with respect to the Portfolio assets invested in such Affiliated Fund.  Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.

 

Effective Date as Revised: December 1, 2017

 

Amendment to Subadvisory Agreement

for AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO

 

AST Investment Services, Inc. and PGIM Investments LLC and BlackRock International Limited (“Subadviser”) hereby agree to amend the Subadvisory Agreement, dated as of April 2, 2015, by and among AST Investment Services, Inc., PGIM Investments LLC (formerly, Prudential Investments LLC), and Subadviser (the “Subadvisory Agreement”), pursuant to which Subadviser has been retained to provide investment advisory services to the AST BlackRock Global Strategies Portfolio as follows;

 

1. Schedule A of the Subadvisory Agreement is hereby deleted and replaced with the attached Schedule A.

 

IN WITNESS HEREOF , AST Investment Services, Inc., PGIM Investments LLC, and BlackRock International Limited have duly executed this Amendment as of the effective date of this Amendment.

 

AST Investment Services, Inc.

 

 

By: /s/ Edward Merrill

Name: Edward Merrill

Title: Vice President

 

PGIM INVESTMENTS LLC

 

 

By: /s/ Edward Merrill

Name: Edward Merrill

Title: Vice President

 

 

BLACKROCK INTERNATIONAL LIMITED

 

 

By: /s/ Kerrianne Berneck

Name: Kerrianne Berneck

Title: Director

 

 

Effective Date as Revised: December 1, 2017

 

 
 

SCHEDULE A

 

Advanced Series Trust

AST BlackRock Global Strategies Portfolio

As compensation for services provided by BlackRock Financial Management, Inc. (“BlackRock Financial”) and BlackRock International Limited (“BlackRock Limited”), AST Investment Services, Inc. and PGIM Investments LLC, as applicable, will pay BlackRock Financial an advisory fee on the net assets managed by BlackRock Limited that is equal, on an annualized basis, to the following:

Portfolio Name Advisory Fee* , **
AST BlackRock Global Strategies Portfolio

0.45% of average daily net assets to $500 million;

0.42% of average daily net assets over $500 million to $1 billion;

0.38% of average daily net assets over $1 billion to $2 billion;

0.30% of average daily net assets over $2 billion to $3 billion;

0.275% of average daily net assets over $3 billion to $4 billion;

0.25% of average daily net assets over $4 billion

 

* In the event BlackRock Limited invests Portfolio assets in a pooled investment vehicle advised or subadvised by BlackRock (an “Affiliated Fund”), BlackRock Financial will waive its subadvisory fee for the Portfolio in an amount equal to the advisory fee or the subadvisory fee paid to BlackRock Financial with respect to the Portfolio assets invested in such Affiliated Fund.  Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.

** For purposes of calculating the subadvisory fee, the assets managed by BlackRock Limited in the AST BlackRock Global Strategies Portfolio will be aggregated with the assets managed by BlackRock Financial in the AST BlackRock Global Strategies Portfolio. The subadvisory fee will be paid to BlackRock Financial.

 

Effective Date as Revised: December 1, 2017

 

ADVANCED SERIES TRUST

 

AST Bond Portfolio 2029

SUBADVISORY AGREEMENT

 

 

Agreement made as of this 1 day of November, 2017 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company and PGIM, Inc., a New Jersey Corporation (PGIM),

 

WHEREAS, the Manager has entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with Advanced Series Trust (formerly American Skandia Trust), a Massachusetts business trust (the Trust) and a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PI acts as the Manager of the Trust; and

 

WHEREAS, the Manager, acting pursuant to the Management Agreement, desires to retain PGIM Fixed Income, which is a business unit of PGIM (Subadviser) to provide investment advisory services to the Trust and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Trust, referred to herein as the Trust) and to manage such portion of the Trust as the Manager shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and

 

NOW, THEREFORE, the Parties agree as follows:

 

1. (a) Subject to the supervision of the Manager and the Board of Trustees of the Trust, the Subadviser shall manage such portion of the Trust's portfolio as delegated to the Subadviser by the Manager, including the purchase, retention and disposition thereof, in accordance with the Trust's investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"), and subject to the following understandings:


(i) The Subadviser shall provide supervision of such portion of the Trust's investments as the Manager shall direct, and shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Trust, and what portion of the assets will be invested or held uninvested as cash.

 

(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the copies of the Amended and Restated Declaration of Trust of the Trust, the By-laws of the Trust, the Prospectus of the Trust, and the Trust's valuation procedures as provided to it by the Manager (the Trust Documents) and with the instructions and directions of the Manager and of the Board of Trustees of the Trust, co-operate with the Manager's (or its designees') personnel responsible for monitoring the Trust's compliance and will conform to, and comply with, the requirements of the 1940 Act, the Commodity Exchange Act of 1936, as amended (the CEA), the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations. In connection therewith, the Subadviser shall, among other things, prepare and file such reports as are, or may in the future be, required by the Securities and Exchange Commission (the Commission). The Manager shall provide Subadviser timely with copies of any updated Trust Documents.

 

(iii) The Subadviser shall determine the securities, futures contracts and other instruments to be purchased or sold by such portion of the Trust's portfolio, as applicable, and may place orders with or through such persons, brokers, dealers or futures commission merchants, including any person or entity affiliated with the Subadviser (collectively, Brokers), to carry out the policy with respect to brokerage as set forth in the Trust's Prospectus or as the Board of Trustees may direct in writing from time to time. In providing the Trust with investment supervision, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by Brokers who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. The Manager (or Subadviser) to the Trust each shall have discretion to effect investment transactions for the Trust through Brokers (including, to the extent legally permissible, Brokers affiliated with the Subadviser) qualified to obtain best execution of such

 
 

transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Trust to pay any such Brokers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another Broker would have charged for effecting that transaction, if the brokerage or research services provided by such Broker, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Trust and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission. On occasions when the Subadviser deems the purchase or sale of a security, futures contract or other instrument to be in the best interest of the Trust as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities, futures contracts or other instruments to be sold or purchased. In such event, allocation of the securities, futures contracts or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients.

 

(iv) The Subadviser shall maintain all books and records with respect to the Trust's portfolio transactions effected by it as required by Rule 31a-l under the 1940 Act, and shall render to the Trust's Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or employees of the Trust with respect to any matter discussed herein, including, without limitation, the valuation of the Trust's securities.

 

(v) The Subadviser or an affiliate shall provide the Trust's custodian on each business day with information relating to all transactions concerning the portion of the Trust's assets it manages, and shall provide the Manager with such information upon request of the Manager.

 

(vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and the Manager understand and agree that if the Manager manages the Trust in a "manager-of-managers" style, the Manager will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.

 

(vii) The Subadviser acknowledges that the Manager and the Trust intend to rely on Rule 17a-l0, Rule l0f-3, Rule 12d3-1 and Rule 17e-l under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Trust with respect to transactions in securities for the Trust's portfolio or any other transactions of Trust assets.

 

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such directors, officers or employees.

 

(c) The Subadviser shall keep the Trust's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Manager all information relating to the Subadviser's services hereunder needed by the Manager to keep the other books and records of the Trust required by Rule 31a-I under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will tender promptly to the Trust any of such records upon the Trust's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.


(d) The Subadviser is a commodity trading advisor duly registered with the Commodity Futures Trading Commission (the CFTC) and is a member in good standing of the National Futures Association (the NFA). The Subadviser shall maintain such registration and membership in good standing during the term of this Agreement.

 
 

Further, the Subadviser agrees to notify the Manager promptly upon (i) a statutory disqualification of the Subadviser under Sections 8a(2) or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of the Subadviser’s commodity trading advisor registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which the Subadviser is subject or has been advised it is a target.

 

(e) In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the CEA, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations, and applicable rules of any self-regulatory organization.

 

(f) The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Manager and the Trust, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, non public information by the Subadviser and its employees as required by the applicable federal securities laws.

 

(g) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

 

(h) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Trust's portfolio, subject to such reasonable reporting and other requirements as shall be established by the Manager.

 

(i) The Subadviser acknowledges that it is responsible for evaluating whether market quotations are readily available for the Trust's portfolio investments and whether those market quotations are reliable for purposes of valuing the Trust's portfolio investments and determining the Trust's net asset value per share and promptly notifying the Manager upon the occurrence of any significant event with respect to any of the Trust's portfolio investments in accordance with the requirements of the 1940 Act and any related written guidance from the Commission and the Commission staff. Upon reasonable request from the Manager, the Subadviser (through a qualified person) will assist the valuation committee of the Trust or the Manager in valuing investments of the Trust as may be required from time to time, including making available information of which the Subadviser has knowledge related to the investments being valued.

 

(j) The Subadviser shall provide the Manager with any information reasonably requested regarding its management of the Trust's portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Trust with the Commission. The Subadviser shall provide the Manager with any reasonable certification, documentation or other information reasonably requested or required by the Manager for purposes of the certifications of shareholder reports by the Trust's principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. The Subadviser shall promptly inform the Trust and the Manager if the Subadviser becomes aware of any information in the Prospectus that is (or will become) materially inaccurate or incomplete.

 

(k) The Subadviser shall comply with the Trust’s Documents provided to the Subadviser by the Manager. The Subadviser shall notify the Manager as soon as reasonably practicable upon detection of any material breach of such Trust Documents.

 

(l) The Subadviser shall keep the Trust’s Manager informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Trust. In this regard, the Subadviser shall provide the Trust, the Manager, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement and the Manager may from time to time

 
 

reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Manager and the Board with reports regarding the Subadviser's management of the Trust's portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Manager. The Subadviser shall certify quarterly to the Manager that it and its "Advisory Persons" (as defined in Rule 17j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadviser's Code of Ethics and compliance program, respectively, to the Manager. Upon written request of the Manager with respect to material violations of the Code of Ethics directly affecting the Trust, the Subadviser shall permit representatives of the Trust or the Manager to examine reports (or summaries of the reports) required to be made by Rule 17j-l(d)(1) relating to enforcement of the Code of Ethics.

 

2. The Manager shall continue to have responsibility for all services to be provided to the Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Manager shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Subadviser, cash requirements and cash available for investment in such portion of the Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust that affect the duties of the Subadviser).

 

3. For the services provided pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Trust's average daily net assets of the portion of the Trust managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadviser under this Agreement is contingent upon the Manager's receipt of payment from the Trust for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Trust that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

 

4. (a) The Subadviser acknowledges that, in the course of its engagement by the Manager, the Subadviser may receive or have access to confidential and proprietary information of the Manager or third parties with whom the Manager conducts business. Such information is collectively referred to as “Confidential Information.” Confidential Information includes the Manager’s business and other proprietary information, written or oral.

 

The Subadviser certifies that (i) its treatment of Confidential Information is in compliance with applicable laws and regulations with respect to privacy and data security, and (ii) it has implemented and currently maintains an effective written information security program (“Information Security Program”) including administrative, technical, and physical safeguards and other security measures necessary to (a) ensure the security and confidentiality of Confidential Information; (b) protect against any anticipated threats or hazards to the security or integrity of Confidential Information; and (c) protect against unauthorized access to, destruction, modification, disclosure or use of Confidential Information that could result in substantial harm or inconvenience to the Manager, or to any person who may be identified by Confidential Information. The Subadviser shall immediately notify the Manager or Prudential if the Subadviser is in material breach of this Section. At the Manager’s request, the Subadviser agrees to certify in writing to the Manager, its compliance with the terms of this Section.

 

The Subadviser shall notify the Manager or its agents of its designated primary security manager. The security manager will be responsible for managing and coordinating the performance of the Subadviser’s obligations set forth in its Information Security Program and this Agreement.

 

The Subadviser shall review and, as appropriate, revise its Information Security Program at least annually or whenever there is a material change in the Subadviser’s business practices that may reasonably affect the security, confidentiality or integrity of Confidential Information. During the course of providing the services, the Subadviser may not alter or modify its Information Security Program in such a way that will weaken or compromise the security, confidentiality, or integrity of Confidential Information.

 

 
 

The Subadviser shall maintain appropriate access controls, including, but not limited to, limiting access to Confidential Information to the minimum number of the Subadviser’s Employees who require such access in order to provide the services to Prudential.

 

The Subadviser shall conduct periodic risk assessments to identify and assess reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Confidential Information; and evaluate and improve, where necessary, the effectiveness of its information security controls. Such assessments will also consider the Subadviser’s compliance with its Information Security Program and the laws applicable to the Subadviser.

 

The Subadviser shall conduct regular penetration and vulnerability testing of its information technology infrastructure and networks. If any testing detects any anomalies, intrusions, or vulnerabilities in any information technology systems processing, storing or transmitting any of Prudential’s Confidential Information, the Subadviser shall promptly report those findings to Prudential.

 

The Subadviser shall notify the Manager, promptly and without unreasonable delay, but in no event more than 48 hours of learning of any unauthorized access or disclosure, unauthorized, unlawful or accidental loss, misuse, destruction, acquisition of, or damage to Confidential Information may have occurred or is under investigation (a “Security Incident”). Thereafter, the Subadviser shall: (i) promptly furnish to Prudential full details of the Security Incident; (ii) assist and cooperate with the Manager and the Manager’s designated representatives in Prudential’s investigation of the Subadviser, Employees or third parties related to the Security Incident. The Subadviser will provide Prudential with physical access to the facilities and operations affected, facilitate Prudential’s interviews with Employees and others involved in the matter, and make available to Prudential all relevant records, logs, files, and data; (iii) cooperate with the Manager and Prudential in any litigation or other formal action against third parties deemed necessary by the Manager to protect the Manager’s rights; and (iv) take appropriate action to prevent a recurrence of any Security Incident.

 

Upon the Manager’s reasonable request at any time during the term of the Agreement, the Subadviser shall promptly provide the Manager with information related to the Subadviser’s information security safeguards and practices.

 

For the purpose of auditing the Subadviser’s compliance with this Section, the Subadviser shall provide to the Manager, on reasonable notice: (a) access to the Subadviser’s information processing premises and records; (b) reasonable assistance and cooperation of the Subadviser’s relevant staff; and (c) reasonable facilities at the Subadviser’s premises.

 

5. The Subadviser will not engage any third party to provide services to the portion of the Trust's portfolio as delegated to the Subadviser by the Manager without the express written consent of the Manager. To the extent that the Subadviser receives approval from the Manager to engage a third-party service provider, the Subadviser assumes all responsibility for any action or inaction of the service provider as it related to the Trust's portfolio as delegated to the Subadviser by the Manager. In addition, the Subadviser shall fully indemnify, hold harmless, and defend the Manager and its directors, officers, employees, agents, and affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including but not limited to reasonable attorney’s fees and costs) which arise out of or relate to the provision of services provided by any such service provider.

 

6 . The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Trust may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Manager's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Manager, their affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross

 
 

negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation , the 1940 Act and federal and state securities laws.

 

7. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time , without the payment of any penalty , on not more than 60 days' nor less than 30 days ' written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it will promptly notify the Trust and the Manager of the occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.

 

To the extent that the Manager delegates to the Subadviser management of all or a portion of a portfolio of the Trust previously managed by a different subadviser or the Manager, the Subadviser agrees that its duties and obligations under this Agreement with respect to that delegated portfolio or portion thereof shall commence as of the date the Manager begins the transition process to allocate management responsibility to the Subadviser.

 

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at 655 Broad Street, 17th Floor , Newark, NJ 07102 , Attention: Secretary (for PGIM Investments) ; (2) to the Trust at 655 Broad Street, 17th Floor, Newark, NJ 07102, Attention: Secretary; or (3) to the Subadviser at 655 Broad Street , Newark, NJ, Attention: Chief Legal Officer .

 

8. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's directors, officers or employees who may also be a Trustee, o f ficer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

 

9. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, and reports to shareholders which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. During the term of this Agreement, the Manager also agrees to furnish the Subadviser , upon request, representative samples of marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public , which make reference to the Subadviser . The Manager further agrees to prospectively make reasonable changes to such materials upon the Subadviser's written request, and to implement those changes in the next regularly scheduled production of those materials or as soon as reasonably practical. All such prospectuses, proxy statements, replies to shareholders, marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public which make reference to the Subadviser may be furnished to the Subadviser hereunder by electronic mail, first-class or overnight mail, facsimile transmission equipment or hand delivery.

 

10 . This Agreement may be amended by mutual consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act.

 

11. This Agreement shall be governed by the laws of the State of New York.

 

12. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act , shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 
 

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.


PGIM INVESTMENTS LLC

 

By: /s/ Timothy Cronin

 

Name: Timothy Cronin

Title: Senior Vice President

 

 

PGIM, Inc.

 

By: /s/ Steven B. Saperstein

 

Name: Steven B. Saperstein

Title : Vice President

 

 
 

 

SCHEDULE A

ADVANCED SERIES TRUST

 

 

As compensation for services provided by PGIM Fixed Income, a business unit of PGIM, Inc. (PGIM), PGIM Investments LLC will pay PGIM, on behalf of PGIM Fixed Income, an advisory fee on the net a ssets managed by PGIM that is equal, on an annualized basis, to the following:

 

Portfolio Name

 

Advisory Fee for the Portfolio *

 

AST Bond Portfolio 2029

 

0.15% of combined average daily net assets of the

Bond Portfolios** up to $500 million;

0.14% of combined average daily net assets of the

Bond Portfolios on the next $1.5 billion; and

0.12% of combined average daily net assets of the

Bond Portfolios over $2 billion

* In the event PGIM, Inc. invests Portfolio assets in other pooled investment vehicles it manages or subadvises, PGIM, Inc. will waive its subadvisory fee for the Portfolio in an amount equal to the acquired fund fee paid to PGIM, Inc. with respect to the Portfolio assets invested in such acquired fund.  Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.

** For purposes of calculating the investment subadvisory fee payable to PGIM, the subadvisory fee will be calculated using the combined average daily net assets of the AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio 2020, AST Bond Portfolio 2021, AST Bond Portfolio 2022, AST Bond Portfolio 2023, AST Bond Portfolio 2024, AST Bond Portfolio 2025, AST Bond Portfolio 2026, AST Bond Portfolio 2027, AST Bond Portfolio 2028, AST Bond Portfolio 2029 and the AST Investment Grade Bond Portfolio, and the assets of any future portfolios of the Trust that are subadvised by PGIM pursuant to target maturity or constant duration investment strategies that are used in connection with non-discretionary asset transfers under certain living benefit programs (collectively, the Bond Portfolios).

 

 

Dated as of: November 1, 2017

 

ADVANCED SERIES TRUST

 

Distribution Agreement

 

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of February 25, 2013, between the Advanced Series Trust (the “Trust”), on behalf of the portfolios set forth on attached Exhibit A (each, a “Portfolio” and, collectively, the “Portfolios”), and Prudential Annuities Distributors, Inc., a Delaware corporation (the “Distributor”).

 

WITNESSETH

 

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as an open-end, management investment company and it is in the interest of the Trust to offer the shares of each Portfolio (the “Shares”) for sale continuously;

 

WHEREAS, the Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

WHEREAS, the Trust and the Distributor wish to enter into this Agreement, under which the Distributor shall act as principal underwriter for the Trust and each Portfolio and shall act as the agent for the Trust and each Portfolio with respect to the continuous offering of the Shares from and after the date hereof in order to facilitate the distribution of the Shares; and

 

WHEREAS, the Trust has adopted a Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act with respect to the Shares of some or all of the Portfolios (the “Plan”) authorizing payments by the Portfolios to the Distributor with respect to certain shareholder services and distribution services as set forth in the Plan.

 

NOW, THEREFORE, the parties agree as follows:

 

Section 1. Appointment of the Distributor

 

The Trust hereby appoints the Distributor as principal underwriter for the Trust and the Portfolios and agent for the Trust and the Portfolios for the sale of the Shares. The Shares shall be sold only to insurance companies and their separate accounts that have entered into participation agreements with the Trust (“Participating Insurance Companies”), qualified plans and other purchasers permitted by Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), and associated regulations (collectively, “Permissible Shareholders”). The Distributor hereby accepts such appointment and agrees that it will use commercially reasonable efforts to sell the Shares. The Distributor, as agent, does not undertake to sell any specific amount of the Shares. The parties hereby agree during the term of this Agreement that the Portfolios will sell the Shares through the Distributor on the terms and conditions set forth below and in the participation agreements with the Participating Insurance Companies and any other Permissible Shareholders (the “Participation Agreements”).

 

Section 2. Exclusive Nature of Duties

 

The Distributor shall be the exclusive representative of the Trust to act as principal underwriter and agent of the Trust and the Portfolios for the sale of the Shares, except that:

 

2.1 The exclusive rights granted to the Distributor to sell the Shares shall not apply to any Shares issued in connection with the merger or consolidation of any other investment company with a Portfolio or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by a Portfolio.

 

 

 
 

 

Section 3. Purchase of Shares from the Trust

 

3.1 The Shares shall be sold by the Distributor as the agent of the Trust to Permissible Shareholders at the net asset value next determined as set forth in the Prospectus after an order to purchase Shares is properly received. The term “Prospectus” shall mean the Summary Prospectus, Prospectus and Statement of Additional Information of the applicable Portfolio that is included as part of the Trust’s Registration Statement, as such Summary Prospectus, Prospectus and Statement of Additional Information may be amended or supplemented from time to time, and the term “Registration Statement” shall mean the Registration Statement filed by the Trust with the Securities and Exchange Commission and effective under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, as such Registration Statement is amended from time to time.

 

3.2 The Trust shall have the right to suspend the sale of any or all of the Shares at times when redemption is suspended pursuant to the conditions in Section 4.3 hereof or at such other times as may be determined by the Trust’s Board of Trustees in its sole discretion (the “Board”).

 

3.3 The Shares shall be sold in accordance with the terms and conditions of the Participation Agreements.

 

Section 4. Redemption of Shares by the Trust

 

4.1 Any of the outstanding Shares may be tendered for redemption at any time, and the Trust (or the Distributor acting as the Trust’s agent) agrees to redeem the Shares so tendered in accordance with the Trust’s Declaration of Trust as amended from time to time, and in accordance with the applicable provisions of the Prospectus. The price to be paid to redeem the Shares shall be equal to the net asset value next determined as set forth in the Prospectus after an order to redeem the Shares is properly received (the “Redemption Price”).

 

4.2 The Shares shall be redeemed in accordance with the terms and conditions of the Participation Agreements.

 

4.3 Redemption of any Shares or payment may be suspended at times when the New York Stock Exchange (the “NYSE”) is closed for other than customary weekends and holidays, when trading on the NYSE is restricted, when an emergency exists as a result of which disposal by the Trust of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust fairly to determine the value of its net assets, or during any other period when the Securities and Exchange Commission, by order, so permits.

 

Section 5. Duties of the Trust

 

5.1 Subject to the possible suspension of the sale of the Shares as provided herein, the Trust agrees to sell the Shares so long as it has Shares of the respective Portfolio available.

 

5.2 The Trust shall furnish the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of the Shares. The Trust shall make available to the Distributor copies of its Prospectus and annual and semi-annual reports upon request.

 

5.3 The Trust shall take, from time to time, but subject to the necessary approval of the Board, all necessary action to register the Shares under the Securities Act, to the end that there will be available for sale such number of Shares as the Distributor reasonably may expect to sell. The Trust agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.

 

 

 
 

 

Section 6. Duties of the Distributor

 

6.1 The Distributor shall be responsible for preparing all sales literature ( e.g ., advertisements, brochures and shareholder communications) with respect to each of the Portfolios, and shall file with the Financial Industry Regulatory Authority (“FINRA”) or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations.

 

6.2 Sales of the Shares shall be on the terms described in the Prospectus. The Distributor may enter into similar arrangements with other investment companies. The Distributor shall not be obligated to sell any specific number of Shares.

 

6.3 The Distributor shall provide or arrange for the provision of the services set forth in the Plan.

 

6.4 The Distributor shall use reasonable efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act, the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulations. Specifically, the Distributor shall adopt and follow procedures for the confirmation of transactions as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act and the rules of FINRA.

 

6.5 The Distributor shall act as agent of the Trust in connection with the sale and redemption of the Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of the Shares.

 

6.6 The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of payments received by the Distributor under the Plan.

 

6.7 The Distributor agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Portfolios and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.

 

Section 7. Payments to the Distributor

 

The Trust shall pay to the Distributor, as compensation for services under the Plan, any fee set forth in the Plan. Any such fee is subject to the terms of the Plan. No additional compensation or reimbursement for expenses shall be provided by the Trust with respect to services under the Plan or services under this Agreement.

 

Section 8. Allocation of Expenses

 

The Trust shall bear all costs and expenses of the continuous offering of the Shares (except for those costs and expenses borne by the Distributor pursuant to the Plan and subject to the requirements of Rule 12b-1 under the Investment Company Act), including fees and disbursements of the Trust’s counsel and auditors, in connection with the preparation and filing of any required Registration Statements and/or Prospectuses under the Investment Company Act or the Securities Act, and all amendments and supplements thereto, and preparing and mailing annual and periodic reports and proxy materials to shareholders (including but not limited to the expense of setting in type any such Registration Statements, Prospectuses, annual or periodic reports or proxy materials). The Trust shall also bear the expenses it assumes pursuant to the Plan, so long as the Plan is in effect.

 

 

 
 

Section 9. Indemnification

 

9.1 The Trust agrees to indemnify, defend and hold the Distributor, and its officers and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor, its officers or any such controlling person may incur under the Securities Act, or under common law or otherwise, arising out of or based upon any untrue statement of a material fact contained in the Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished by the Distributor to the Trust for use in the Registration Statement or Prospectus; provided, however, that this indemnity agreement shall not inure to the benefit of any such officer or controlling person unless a court of competent jurisdiction shall determine in a final decision on the merits, that the person to be indemnified was not liable by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement (“disabling conduct”), or, in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnified person was not liable by reason of disabling conduct, by (a) a vote of a majority of a quorum of Trustees, including a majority of Trustees who are neither “interested persons” of the Trust as defined in Section 2(a)(19) of the Investment Company Act nor parties to the proceeding, or (b) an independent legal counsel in a written opinion. The Trust’s agreement to indemnify the Distributor or its officers and any such controlling person as aforesaid is expressly conditioned upon the Trust’s being promptly notified of any action brought against the Distributor or its officers, or any such controlling person, such notification to be given by letter or telegram addressed to the Trust at its principal business office. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or directors in connection with the issue and sale of any Shares.

 

9.2 The Distributor agrees to indemnify, defend and hold the Trust, its officers and Trustees and any person who controls the Trust, if any, within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Trust, its officers and Trustees or any such controlling person may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its Trustees or officers or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished by the Distributor to the Trust for use in the Registration Statement or Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading. The Distributor’s agreement to indemnify the Trust, its officers and Trustees and any such controlling person as aforesaid, is expressly conditioned upon the Distributor’s being promptly notified of any action brought against the Trust, its officers and directors or any such controlling person, such notification being given to the Distributor at its principal business office.

 

9.3 Except as provided in Section 9.1, the Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any Portfolio in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

 

Section 10. Duration and Termination of this Agreement

 

10.1 This Agreement shall become effective as of the date first above written and shall remain in force only so long as such continuance is specifically approved at least annually by (a) the Board of the Trust, or by the vote of a majority of the outstanding voting securities of the applicable Portfolio, and (b) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such parties and who have no direct or indirect financial interest in this Agreement or in the operation of the Plan or in any agreement related

 
 

thereto (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting upon such approval.

 

10.2 This Agreement may be terminated at any time, without the payment of any penalty, by a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the applicable Portfolio, or by the Distributor, on sixty (60) days’ written notice to the other party. This Agreement shall automatically terminate in the event of its assignment.

 

10.3 The terms “affiliated person,” “assignment,” “interested person” and “vote of a majority of the outstanding voting securities,” when used in this Agreement, shall have the respective meanings specified in the Investment Company Act.

 

Section 11. Amendments to this Agreement

 

This Agreement may be amended by the parties only if such amendment is specifically approved by (a) the Board of the Trust, or by the vote of a majority of the outstanding voting securities of the applicable Portfolio, and (b) by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such amendment.

 

Section 12. Separate Agreement as to Portfolios

 

The amendment or termination of this Agreement with respect to any Portfolio shall not result in the amendment or termination of this Agreement with respect to any other Portfolio unless explicitly so provided.

 

Section 13. Governing Law

 

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New Jersey as at the time in effect, without regard to its conflicts of laws principles, and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New Jersey, or any of the provisions herein, conflicts with the applicable provisions of the Investment Company Act, the latter shall control.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year above written.

 

 

Prudential Annuities Distributors, Inc.

 

 

By: /s/ George Gannon

Name:  George Gannon

Title:  President

 

 

Advanced Series Trust (on behalf of its portfolios as
listed on Exhibit A).

 

 

By: /s/ Robert F. O’Donnell

Name:  Robert F. O’Donnell

Title:  President

 

 
 

 

Exhibit A

AST AB Global Bond Portfolio

AST Academic Strategies Asset Allocation Portfolio

AST Advanced Strategies Portfolio

AST AQR Emerging Markets Equity Portfolio

AST AQR Large-Cap Portfolio

AST Balanced Asset Allocation Portfolio

AST BlackRock Global Strategies Portfolio

AST BlackRock Low Duration Bond Portfolio (formerly, AST PIMCO Limited Maturity Bond Portfolio)

AST BlackRock/Loomis Sayles Bond Portfolio (formerly, AST PIMCO Total Return Bond Portfolio)

AST BlackRock Multi-Asset Income Portfolio

AST Bond Portfolio 2017

AST Bond Portfolio 2018

AST Bond Portfolio 2019

AST Bond Portfolio 2020

AST Bond Portfolio 2021

AST Bond Portfolio 2022

AST Bond Portfolio 2023

AST Bond Portfolio 2024

AST Bond Portfolio 2025

AST Bond Portfolio 2026

AST Bond Portfolio 2027

AST Bond Portfolio 2028

AST Bond Portfolio 2029

AST Capital Growth Asset Allocation Portfolio

AST ClearBridge Dividend Growth Portfolio

AST Cohen & Steers Realty Portfolio

AST Columbia Adaptive Risk Allocation Portfolio

AST Emerging Managers Diversified Portfolio

AST FI Pyramis ® Quantitative Portfolio (formerly, AST First Trust Balanced Target Portfolio)

AST FQ Absolute Return Currency Portfolio

AST Franklin Templeton K2 Global Absolute Return Portfolio

AST Global Real Estate Portfolio

AST Goldman Sachs Global Growth Allocation Portfolio

AST Goldman Sachs Global Income Portfolio

AST Goldman Sachs Large-Cap Value Portfolio

AST Goldman Sachs Mid-Cap Growth Portfolio

 
 

AST Goldman Sachs Multi-Asset Portfolio

AST Goldman Sachs Small-Cap Value Portfolio

AST Goldman Sachs Strategic Income Portfolio

AST Government Money Market Portfolio (formerly, AST Money Market Portfolio)

AST High Yield Portfolio

AST Hotchkis & Wiley Large-Cap Value Portfolio (formerly, AST Large-Cap Value Portfolio)

AST International Growth Portfolio

AST International Value Portfolio

AST Investment Grade Bond Portfolio

AST J.P. Morgan Global Thematic Portfolio

AST J.P. Morgan International Equity Portfolio

AST J.P. Morgan Strategic Opportunities Portfolio

AST Jennison Global Infrastructure Portfolio

AST Jennison Large-Cap Growth Portfolio

AST Legg Mason Diversified Growth Portfolio

AST Loomis Sayles Large-Cap Growth Portfolio (formerly, AST Marsico Capital Growth Portfolio)

AST Lord Abbett Core Fixed Income Portfolio

AST Managed Alternatives Portfolio

AST Managed Equity Portfolio

AST Managed Fixed Income Portfolio

AST MFS Global Equity Portfolio

AST MFS Growth Portfolio

AST MFS Large-Cap Value Portfolio

AST Morgan Stanley Multi-Asset Portfolio

AST Multi-Sector Fixed Income Portfolio (formerly, AST Long Duration Bond Portfolio)

AST Neuberger Berman Long/Short Portfolio

AST Neuberger Berman/LSV Mid-Cap Value Portfolio

AST New Discovery Asset Allocation Portfolio

AST Parametric Emerging Markets Equity Portfolio

AST Preservation Asset Allocation Portfolio

AST Prudential Core Bond Portfolio

AST Prudential Flexible Multi-Strategy Portfolio

AST Prudential Growth Allocation Portfolio

AST QMA International Core Equity Portfolio

AST QMA Large-Cap Portfolio

AST QMA US Equity Alpha Portfolio

AST Quantitative Modeling Portfolio

 
 

AST RCM World Trends Portfolio

AST Small-Cap Growth Opportunities Portfolio (formerly, AST Federated Aggressive Growth Portfolio)

AST Small-Cap Growth Portfolio

AST Small-Cap Value Portfolio

AST T. Rowe Price Asset Allocation Portfolio

AST T. Rowe Price Diversified Real Growth Portfolio

AST T. Rowe Price Growth Opportunities Portfolio

AST T. Rowe Price Large-Cap Growth Portfolio

AST T. Rowe Price Large-Cap Value Portfolio (formerly, AST Value Equity Portfolio)

AST T. Rowe Price Natural Resources Portfolio

AST Templeton Global Bond Portfolio

AST WEDGE Capital Mid-Cap Value Portfolio (formerly, AST Mid-Cap Value Portfolio)

AST Wellington Management Global Bond Portfolio

AST Wellington Management Hedged Equity Portfolio (formerly, AST Aggressive Asset Allocation Portfolio)

AST Wellington Management Real Total Return Portfolio

AST Western Asset Core Plus Bond Portfolio

AST Western Asset Emerging Markets Debt Portfolio

 

Dated February 25, 2013, as amended effective as of April 29, 2013. As further amended effective as of December 31, 2013. As further amended as of April 15, 2014, July 1, 2015, December 21, 2015, December 15, 2016 and December 1, 2017.

 

AMENDMENT

Amendment made as of December 1, 2017, to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (the “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Custody Agreement hereinafter referred to as the “Custody Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

 

WHEREAS, the parties wish to amend the Custody Agreement to add certain Funds, as parties to the Custody Agreement;

 

NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:

 

1. Schedule A of the Custody Agreement shall be amended as set forth in Exhibit I to this Amendment, attached hereto and made a part hereof.

 

2. Each party represents to the other that this Amendment has been duly executed.

 

3. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts, shall, together, constitute only one amendment.

 

4. This Amendment shall become effective for each Fund as of the date of first service as listed in Exhibit I hereto upon execution by the parties hereto. From and after the execution hereof, any reference to the Custody Agreement shall be a reference to the Custody Agreement as amended hereby. Except as amended hereby, the Custody Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF , each Fund and Custodian have caused this Amendment to be executed by their duly authorized representatives, as of the day and year first above written.

 

 

EACH FUND LISTED ON

EXHIBIT I HERETO

 

By: /s/ Peter Parrella

Name: Peter Parrella

Title: Assistant Treasurer

 

THE BANK OF NEW YORK MELLON

 

By: /s/ Shalini O’Suilleabhain

Name: Shalini O’Suilleabhain

  Title: Vice President

 

 

 
 

Exhibit I

SCHEDULE A TO THE CUSTODY AGREEMENT

 

INSURANCE FUNDS

RIC/Fund Name Former Name Date of First Service
Advanced Series Trust    
AST AB Global Bond Portfolio   7/8/15
AST AQR Emerging Markets Equity Portfolio   2/25/13
AST AQR Large-Cap Portfolio   4/29/13
AST BlackRock Global Strategies Portfolio   5/1/11
AST BlackRock Multi-Asset Income Portfolio   4/15/14
AST Bond Portfolio 2017   12/31/09
AST Bond Portfolio 2018   1/28/08
AST Bond Portfolio 2019   1/28/08
AST Bond Portfolio 2020   1/1/09
AST Bond Portfolio 2021   12/31/09
AST Bond Portfolio 2022   12/31/10
AST Bond Portfolio 2023   12/28/11
AST Bond Portfolio 2024   11/14/12
AST Bond Portfolio 2025   12/5/13
AST Bond Portfolio 2026   1/2/15
AST Bond Portfolio 2027   12/21/15
AST Bond Portfolio 2028   12/15/16
AST Bond Portfolio 2029   12/1/17
AST ClearBridge Dividend Growth Portfolio   2/25/13
AST Columbia Adaptive Risk Allocation Portfolio   7/8/15
AST Emerging Managers Diversified Portfolio   7/8/15
AST FQ Absolute Return Currency Portfolio   4/15/14
AST Franklin Templeton K2 Global Absolute Return Portfolio   4/15/14
AST Goldman Sachs Global Growth Allocation Portfolio   4/15/14
AST Goldman Sachs Global Income Portfolio   7/8/15
AST Goldman Sachs Strategic Income Portfolio   4/15/14
AST Investment Grade Bond Portfolio   1/28/08
AST Jennison Global Infrastructure Portfolio   4/15/14
AST Jennison Large-Cap Growth Portfolio   9/25/09
AST Legg Mason Diversified Growth Portfolio   7/1/14
AST Managed Alternatives Portfolio   7/8/15
AST Managed Equity Portfolio   4/15/14
AST Managed Fixed Income Portfolio   4/15/14
AST MFS Large-Cap Value Portfolio   8/20/12
AST Morgan Stanley Multi-Asset Portfolio   7/8/15
AST Multi-Sector Fixed-Income Portfolio AST Long Duration Bond Portfolio 2/25/13
AST Neuberger Berman Long/Short Portfolio   7/8/15
AST New Discovery Asset Allocation Portfolio   3/25/12
 
 

 

AST Prudential Core Bond Portfolio   10/5/11
AST Prudential Flexible Multi-Strategy Portfolio   4/15/14
AST QMA International Core Equity Portfolio   1/5/15
AST QMA Large-Cap Portfolio   4/29/13
AST Quantitative Modeling Portfolio   5/1/11
AST T. Rowe Price Diversified Real Growth Portfolio   4/15/14
AST T. Rowe Price Growth Opportunities Portfolio   12/5/13
AST Wellington Management Global Bond Portfolio   7/8/15
AST Wellington Management Hedged Equity Portfolio AST Aggressive Asset Allocation Portfolio 5/1/11
AST Wellington Management Real Total Return Portfolio   7/8/15
AST Western Asset Emerging Markets Debt Portfolio   8/20/12
Prudential Series Fund    
Conservative Balanced Portfolio   7/25/05
Diversified Bond Portfolio   7/25/05
Flexible Managed Portfolio   7/25/05
Global Portfolio   7/25/05
Government Income Portfolio   7/25/05
Government Money Market Portfolio Money Market Portfolio 9/12/05
High Yield Bond Portfolio   7/25/05
Jennison Portfolio   7/25/05
Jennison 20/20 Focus Portfolio   7/25/05
Natural Resources Portfolio   7/25/05
Small Capitalization Stock Portfolio   7/25/05
Stock Index Portfolio   7/25/05
Value Portfolio   7/25/05
SP Prudential U.S. Emerging Growth Portfolio   7/25/05
Prudential Gibraltar Fund   7/25/05

 

RETAIL FUNDS

RIC/Fund Name Former Name Date of First Service
Prudential Global Total Return Fund, Inc. Dryden Global Total Return Fund, Inc.  
Prudential Global Total Return Fund Prudential Global Total Return Fund, Inc. 6/6/05
Prudential Global Total Return (USD Hedged) Fund   12/1/17
Prudential Government Money Market Fund, Inc. Prudential MoneyMart Assets, Inc., MoneyMart Assets, Inc. 6/6/05
     
Prudential Investment Portfolios, Inc.    
Prudential Balanced Fund Prudential Asset Allocation Fund, Dryden Asset Allocation Fund, Dryden Active Allocation Fund 6/6/05
Prudential Jennison Equity Opportunity Fund Jennison Equity Opportunity Fund 6/27/05
Prudential Jennison Growth Fund Jennison Growth Fund 6/27/05
Prudential Conservative Allocation Fund JennisonDryden Conservative Allocation Fund 7/25/05
Prudential Growth Allocation Fund JennisonDryden Growth Allocation Fund 7/25/05
Prudential Moderate Allocation Fund JennisonDryden Allocation Fund 7/25/05
Prudential Investment Portfolios 2 Dryden Core Investment Fund  
 
 

 

Prudential Commodity Strategies Fund   11/1/16
Prudential Commodity Strategies Subsidiary, Ltd.   11/1/16
Prudential Core Bond Enhanced Index Fund   11/1/16
Prudential Core Short Term Bond Fund   Short Term Bond Series 6/6/05
Prudential Core Ultra Short Bond Fund Prudential Core Taxable Money Market Fund, Taxable Money Market Series 6/6/05
Prudential Institutional Money Market Fund   7/15/16
Prudential Jennison Small-Cap Core Equity Fund   11/1/16
Prudential QMA Emerging Markets Equity Fund   11/1/16
Prudential QMA International Developed Markets Index Fund   11/1/16
Prudential QMA Mid-Cap Quantitative Core Equity Fund   11/1/16
Prudential QMA US Broad Market Index Fund   11/1/16
Prudential TIPS Enhanced Index Fund   11/1/16
Prudential Investment Portfolios 3 Jennison Dryden Opportunity Funds, Strategic Partners Opportunity Funds  
Prudential Jennison Select Growth Fund   Jennison Select Growth Fund, Strategic Partners Focused Growth Fund 12/9/02
Prudential Real Assets Fund   12/30/10
Prudential Real Assets Subsidiary, Ltd.   12/30/10
Prudential QMA Global Tactical Allocation Fund Prudential Global Tactical Allocation Fund 4/1/15
Prudential Global Tactical Allocation Subsidiary, Ltd.   4/1/15
Prudential Unconstrained Bond Fund   6/1/15
Prudential Global Absolute Return Bond Fund   10/1/15
Prudential Investment Portfolios 4 Dryden Municipal Bond Fund  
Prudential Muni High Income Fund High Income Series 6/6/05
Prudential Investment Portfolios 5 Strategic Partners Style Specific Funds  
Prudential 60/40 Allocation Fund   9/1/15
Prudential Day One Income Fund   11/1/16
Prudential Day One 2010 Fund   11/1/16
Prudential Day One 2015 Fund   11/1/16
Prudential Day One 2020 Fund   11/1/16
Prudential Day One 2025 Fund   11/1/16
Prudential Day One 2030 Fund   11/1/16
Prudential Day One 2035 Fund   11/1/16
Prudential Day One 2040 Fund   11/1/16
Prudential Day One 2045 Fund   11/1/16
Prudential Day One 2050 Fund   11/1/16
Prudential Day One 2055 Fund   11/1/16
Prudential Day One 2060 Fund   11/1/16
Prudential Jennison Conservative Growth Fund     11/18/02
Prudential Jennison Rising Dividend Fund   3/5/14
Prudential Investment Portfolios 6 Dryden California Municipal Fund  
Prudential California Muni Income Fund   9/12/05
Prudential Investment Portfolios 7 JennisonDryden Portfolios  
Prudential Jennison Value Fund      6/27/05
Prudential Investment Portfolios 8 Dryden Index Series Fund  
 
 

 

Prudential QMA Stock Index Fund   Prudential Stock Index Fund   6/27/05
Prudential Investment Portfolios 9 Dryden Tax-Managed Funds  
Prudential Absolute Return Bond Fund   3/30/11
Prudential International Bond Fund   11/1/16
Prudential QMA Large-Cap Core Equity Fund Prudential Large-Cap Core Equity Fund, Dryden Large-Cap Core Equity Fund 6/27/05
Prudential Select Real Estate Fund   7/7/14
Prudential Real Estate Income Fund   6/1/15
Prudential Investment Portfolios 12 Prudential Global Real Estate Fund  
Prudential QMA Large-Cap Core Equity PLUS   9/1/17
Prudential QMA Long-Short Equity Fund Prudential Long-Short Equity Fund 5/28/14
Prudential Short Duration Muni High Income Fund   5/28/14
Prudential US Real Estate Fund   12/21/10
Prudential Investment Portfolios, Inc. 14 Prudential Government Income Fund, Inc.  
Prudential Government Income Fund   Dryden Government Income Fund, Inc. 7/25/05
Prudential Floating Rate Income Fund     3/30/11
Prudential Investment Portfolios, Inc. 15 Prudential High Yield Fund, Inc., Dryden High Yield Fund, Inc.  
Prudential Short Duration High Yield Income Fund   9/24/12
Prudential High Yield Fund   7/25/05
Prudential Investment Portfolios, Inc. 17 Prudential Total Return Bond Fund, Inc., Dryden Total Return Bond Fund, Inc.  
Prudential Total Return Bond Fund   7/25/05
Prudential Short Duration Multi-Sector Bond Fund   12/5/13
Prudential Investment Portfolios 18 Prudential Jennison 20/20 Focus Fund, Jennison 20/20 Focus Fund 6/27/05
Prudential Jennison 20/20 Focus Fund   6/27/05
Prudential Jennison MLP Fund   12/5/13
Prudential Jennison Blend Fund, Inc Jennison Blend Fund, Inc., Strategic Partners Equity Fund, Inc. 9/12/05
Prudential Jennison Mid-Cap Growth Fund, Inc. Jennison Mid-Cap Growth Fund, Inc., Jennison U.S. Emerging Growth Fund, Inc. 6/27/05
Prudential Jennison Natural Resources Fund, Inc. Jennison Natural Resources Fund, Inc. 6/27/05
Prudential Jennison Small Company Fund, Inc. Jennison Small Company Fund, Inc. 6/27/05
Prudential National Muni Fund, Inc. Dryden National Municipals Fund, Inc. 9/12/05
Prudential Sector Funds Jennison Sector Funds, Inc.  
Prudential Jennison Financial Services Fund Prudential Financial Services Fund 6/27/05
Prudential Health Sciences Fund d/b/a Prudential Jennison Health Sciences Fund Jennison Health Sciences Fund 6/27/05
Prudential Utility Fund d/b/a Prudential Jennison Utility Fund Jennison Utility Fund 6/27/05
Prudential Short-Term Corporate Bond Fund, Inc. Dryden Short-Term Bond Fund, Inc. 6/6/05
Prudential World Fund, Inc.    
Prudential Emerging Markets Debt Local Currency Fund   3/30/11
Prudential Emerging Markets Debt Hard Currency Fund   12/1/17
Prudential QMA International Equity Fund Prudential International Equity Fund 6/6/05
Prudential Jennison Emerging Markets Equity Fund   9/3/14
Prudential Jennison Global Infrastructure Fund   8/12/13
Prudential Jennison Global Opportunities Fund   3/14/12
 
 

 

Prudential Jennison International Opportunities Fund   6/5/12

 

CLOSED END FUNDS

RIC/Fund Name Former Name Date of First Service
Prudential Short Duration High Yield Fund, Inc.   3/8/12
Prudential Global Short Duration High Yield Fund, Inc.   9/24/12
Prudential Real Estate Income Fund, Inc.   8/12/13

 

 

ADDITION OF PORTFOLIOS TO ACCOUNTING SERVICES AGREEMENT

 

This document relates to the addition by each registered investment company listed on Attachment A to this document (each an “Additional Fund”) to the Agreement (as defined below) of its investment portfolio listed on Attachment A to this document.

WHEREAS, each Additional Fund wishes to retain The Bank of New York Mellon (as assigned from BNY Mellon Investment Servicing (US) Inc. f/k/a PFPC Inc.)) (“BNY Mellon”) to provide the services set forth in the Agreement (as defined below) to its investment portfolios listed on Attachment A to this document (each an “Additional Portfolio”), and BNY Mellon wishes to furnish such services;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby, each Additional Fund and BNY Mellon agree as follows:

1. For purposes of this document:
A. “Agreement” means the Accounting Services Agreement initially made as of July 1, 2005 separately by and between each of Advanced Series Trust (f/k/a American Skandia Trust) and Prudential Investment Portfolios, Inc. 10 (f/k/a Strategic Partners Mutual Funds, Inc.) (each of which is a “Fund” under such Accounting Services Agreement) and BNY Mellon, as such Accounting Services Agreement may be amended or amended and restated from time to time.
B. “Effective Date” means, with respect to a particular Additional Portfolio, the effective date listed for such Additional Portfolio on Attachment A to this document (or such other date as agreed in writing between BNY Mellon and the Additional Fund to which such Additional Portfolio relates).

 

2. Each Additional Fund hereby appoints BNY Mellon to provide the services set forth in the Agreement, in accordance with the terms set forth in the Agreement, to each of its Additional Portfolios as of the Effective Date for each such respective Additional Portfolio. BNY Mellon accepts such appointment and agrees to furnish such services as of the relevant Effective Date.
3. [Reserved].
 
 
4. An Additional Portfolio shall be deemed to be listed on Exhibit A attached to the Agreement as of the Effective Date for such Additional Portfolio, and as of the Effective Date for a particular Additional Portfolio (but not before such Effective Date) such Additional Portfolio shall be a “Portfolio” for all purposes under the Agreement.
5. For clarity and notwithstanding the provisions of the first sentence of Section 22(c) of the Agreement, this document embodies a portion of the agreement and understanding between each Additional Fund and BNY Mellon relating to the subject matter of the Agreement and the Agreement shall not supersede the terms and provisions of this document.
6. BNY Mellon is entering into this document with each of the Additional Funds separately, and any duty, obligation or liability owed or incurred by BNY Mellon with respect to a particular Additional Fund shall be owed or incurred solely with respect to that Additional Fund, and shall not in any way create any duty, obligation or liability with respect to any other Additional Fund. This document shall be interpreted to carry out the intent of the parties hereto that

BNY Mellon is entering into a separate arrangement with each separate Additional Fund.

 
 

 

Agreed:

 

The Bank of New York Mellon                        Each Registered Investment Company set

Forth on Attachment A attached hereto

 

 

By: /s/ Shalini O’Suilleabhain                       By: /s/ Peter Parrella

Name: Shalini O’Suilleabhain                        Name: Peter Parrella

Title: Vice President                                  Title: Assistant Treasurer

 

Dated: December 1, 2017

 

 
 

ATTACHMENT A

 

additional fund additional portfolio effective date
Advanced Series Trust AST Bond Portfolio 2029 12/1/17
Prudential Global Total Return Fund, Inc. Prudential Global Total Return (USD Hedged) Fund 12/1/17
Prudential World Fund, Inc. Prudential Emerging Markets Debt Hard Currency Fund 12/1/17

 

AMENDMENT

 

AMENDMENT made as of December 1, 2017 to that certain Amended and Restated Transfer Agency and Service Agreement made as of May 29, 2007 (the "TA Agreement"), between each of the investment companies listed in Exhibit A hereto including any series thereof (the "Fund") and Prudential Mutual Fund Services LLC ("PMFS"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the TA Agreement.

 

WHEREAS, the parties wish to amend the TA Agreement to add certain Funds, as parties to the TA Agreement.

 

NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:

 

1. Exhibit A of the TA Agreement shall be amended as set forth in this Amendment, attached hereto and made a part hereof.

 

2. Each party represents to the other that this Amendment has been duly executed.

 

3. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts, shall, together, constitute only one amendment.

 

4. This Amendment shall become effective for each Fund as of the date of first service as listed in Exhibit A hereto upon execution by the parties hereto. From and after the execution hereof, any reference to the TA Agreement shall be a reference to the TA Agreement as amended hereby. Except as amended hereby, the TA Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Fund and PMFS have caused this Amendment to be executed by their duly authorized representatives, as of the day and year first above written.

 

 

EACH FUND LISTED ON EXHIBIT A HERETO

 

 

By: /s/ Scott E. Benjamin

Scott E. Benjamin

Title: Executive Vice President

 

PRUDENTIAL MUTUAL FUND SERVICES LLC

 

By: /s/ Hansjerg P. Schlenker

Hansjerg P. Schlenker

Title: Senior Vice President

 

 
 

EXHIBIT A

 

FUNDS AND PORTFOLIOS

 

Retail Funds

Prudential Global Total Return Fund, Inc.

         Prudential Global Total Return Fund

         Prudential Global Total Return (USD Hedged) Fund

Prudential Government Money Market Fund, Inc. ( formerly, Prudential MoneyMart Assets, Inc .)

Prudential Investment Portfolios, Inc.

         Prudential Balanced Fund ( formerly, Prudential Asset Allocation Fund )

         Prudential Conservative Allocation Fund

         Prudential Growth Allocation Fund

         Prudential Jennison Equity Opportunity Fund

         Prudential Jennison Growth Fund

         Prudential Moderate Allocation Fund

Prudential Investment Portfolios 2

Prudential Commodity Strategies Fund

Prudential Core Bond Enhanced Index Fund

Prudential Core Short Term Bond Fund

Prudential Core Ultra Short Bond Fund ( formerly, Prudential Core Taxable Money Market Fund )

Prudential Institutional Money Market Fund

Prudential Jennison Small-Cap Core Equity Fund

Prudential QMA Emerging Markets Equity Fund

Prudential QMA International Developed Markets Index Fund

Prudential QMA Mid-Cap Quantitative Core Equity Fund

Prudential QMA US Broad Market Index Fund

Prudential TIPS Enhanced Index Fund

Prudential Investment Portfolios 3

Prudential Global Absolute Return Bond Fund

Prudential Jennison Select Growth Fund

        Prudential QMA Global Tactical Allocation Fund ( formerly, Prudential QMA Global Tactical Allocation Fund )

        Prudential QMA Strategic Value Fund ( formerly, Prudential Strategic Value Fund )

        Prudential Real Assets Fund

Prudential Unconstrained Bond Fund

Prudential Investment Portfolios 4

        Prudential Muni High Income Fund

Prudential Investment Portfolios 5

        Prudential Day One Income Fund

Prudential Day One 2010 Fund

Prudential Day One 2015 Fund

Prudential Day One 2020 Fund

Prudential Day One 2025 Fund

Prudential Day One 2030 Fund

Prudential Day One 2035 Fund

Prudential Day One 2040 Fund

Prudential Day One 2045 Fund

Prudential Day One 2050 Fund

Prudential Day One 2055 Fund

Prudential Day One 2060 Fund

Prudential Jennison Conservative Growth Fund

Prudential Jennison Rising Dividend Fund

Prudential 60/40 Allocation Fund

Prudential Investment Portfolios 6

        Prudential California Muni Income Fund

 
 

Prudential Investment Portfolios 7

        Prudential Jennison Value Fund

Prudential Investment Portfolios 8

        Prudential QMA Stock Index Fund ( formerly, Prudential Stock Index Fund )

Prudential Investment Portfolios 9

        Prudential Absolute Return Bond Fund

        Prudential International Bond Fund

        Prudential QMA Large-Cap Core Equity Fund ( formerly, Prudential Large-Cap Core Equity Fund )

Prudential Real Estate Income Fund

Prudential Select Real Estate Fund

Prudential Investment Portfolios 12

        Prudential Global Real Estate Fund

Prudential QMA Large-Cap Core Equity PLUS Fund

Prudential QMA Long-Short Equity Fund ( formerly, Prudential Long-Short Equity Fund )

Prudential Short Duration Muni High Income Fund

        Prudential U.S. Real Estate Fund

Prudential Investment Portfolios 16  

        Prudential QMA Defensive Equity Fund ( formerly, Prudential Defensive Equity Fund )

        Prudential Income Builder Fund ( formerly, Target Conservative Allocation Fund )

Prudential Investment Portfolios 18

Prudential Jennison 20/20 Focus Fund

Prudential Jennison MLP Fund

Prudential Investment Portfolios, Inc. 10

        Prudential Jennison Equity Income Fund

        Prudential QMA Mid-Cap Value Fund ( formerly, Prudential Mid-Cap Value Fund )

Prudential Investment Portfolios, Inc. 14

        Prudential Floating Rate Income Fund

        Prudential Government Income Fund

Prudential Investment Portfolios, Inc. 15 

        Prudential High Yield Fund

        Prudential Short Duration High Yield Income Fund

Prudential Investment Portfolios, Inc. 17

Prudential Short Duration Multi-Sector Bond Fund

Prudential Total Return Bond Fund

Prudential Jennison Blend Fund, Inc.

Prudential Jennison Mid-Cap Growth Fund, Inc.

Prudential Jennison Natural Resources Fund, Inc.

Prudential Jennison Small Company Fund, Inc.  

Prudential National Muni Fund, Inc.  

Prudential Sector Funds, Inc.

          Prudential Jennison Financial Services Fund (formerly, Prudential Financial Services Fund)

          Prudential Health Sciences Fund d/b/a Prudential Jennison Health Sciences Fund

          Prudential Utility Fund d/b/a Prudential Jennison Utility Fund

Prudential Short-Term Corporate Bond Fund, Inc.

Prudential World Fund, Inc.

          Prudential Emerging Markets Debt Hard Currency Fund

Prudential Emerging Markets Debt Local Currency Fund

Prudential QMA International Equity Fund ( formerly, Prudential International Equity Fund )

         Prudential Jennison Emerging Markets Equity Fund

          Prudential Jennison Global Infrastructure Fund

          Prudential Jennison Global Opportunities Fund

          Prudential Jennison International Opportunities Fund

The Target Portfolio Trust  

          International Equity Portfolio

Prudential Core Bond Fund (formerly, Intermediate-Term Bond Portfolio)

Prudential Corporate Bond Fund (formerly, Mortgage Backed Securities Portfolio)

 
 

  Prudential QMA Small-Cap Value Fund (formerly, Prudential Small-Cap Value Fund, Small Capitalization Value Portfolio)

Insurance Funds

 

Advanced Series Trust

AST AB Global Bond Portfolio

AST Academic Strategies Asset Allocation Portfolio

AST Advanced Strategies Portfolio

AST AQR Emerging Markets Equity Portfolio

AST AQR Large-Cap Portfolio

AST Balanced Asset Allocation Portfolio

AST BlackRock Global Strategies Portfolio

AST BlackRock Low Duration Bond Portfolio (formerly, AST PIMCO Limited Maturity Bond Portfolio)

AST BlackRock/Loomis Sayles Bond Portfolio (formerly, AST PIMCO Total Return Bond Portfolio)

AST BlackRock Multi-Asset Income Portfolio

AST Bond Portfolio 2017

AST Bond Portfolio 2018

AST Bond Portfolio 2019

AST Bond Portfolio 2020

AST Bond Portfolio 2021

AST Bond Portfolio 2022

AST Bond Portfolio 2023

AST Bond Portfolio 2024

AST Bond Portfolio 2025

AST Bond Portfolio 2026

AST Bond Portfolio 2027

AST Bond Portfolio 2028

AST Bond Portfolio 2029

AST Capital Growth Asset Allocation Portfolio

AST ClearBridge Dividend Growth Portfolio

AST Cohen & Steers Realty Portfolio

AST Columbia Adaptive Risk Allocation Portfolio

AST Emerging Managers Diversified Portfolio

AST FI Pyramis ® Quantitative Portfolio

AST FQ Absolute Return Currency Portfolio

AST Franklin Templeton K2 Global Absolute Return Portfolio

AST Global Real Estate Portfolio

AST Goldman Sachs Global Growth Allocation Portfolio

AST Goldman Sachs Global Income Portfolio

AST Goldman Sachs Large-Cap Value Portfolio

AST Goldman Sachs Mid-Cap Growth Portfolio

AST Goldman Sachs Multi-Asset Portfolio

AST Goldman Sachs Small-Cap Value Portfolio

AST Goldman Sachs Strategic Income Portfolio

AST Government Money Market Portfolio (formerly, AST Money Market Portfolio)

AST High Yield Portfolio

AST Hotchkis & Wiley Large-Cap Value Portfolio (formerly, AST Large-Cap Value Portfolio)

AST International Growth Portfolio

AST International Value Portfolio

AST Investment Grade Bond Portfolio

AST J.P. Morgan Global Thematic Portfolio

AST J.P. Morgan International Equity Portfolio

AST J.P. Morgan Strategic Opportunities Portfolio

AST Jennison Global Infrastructure Portfolio

 
 

AST Jennison Large-Cap Growth Portfolio

AST Legg Mason Diversified Growth Portfolio

AST Loomis Sayles Large-Cap Growth Portfolio

AST Lord Abbett Core Fixed Income Portfolio

AST Managed Alternatives Portfolio

AST Managed Equity Portfolio

AST Managed Fixed Income Portfolio

AST MFS Global Equity Portfolio

AST MFS Growth Portfolio

AST MFS Large-Cap Value Portfolio

AST Morgan Stanley Multi-Asset Portfolio

AST Multi-Sector Fixed Income Portfolio

AST Neuberger Berman Long/Short Portfolio

AST Neuberger Berman/LSV Mid-Cap Value Portfolio

AST New Discovery Asset Allocation Portfolio

AST Parametric Emerging Markets Equity Portfolio

AST Preservation Asset Allocation Portfolio

AST Prudential Core Bond Portfolio

AST Prudential Flexible Multi-Strategy Portfolio

AST Prudential Growth Allocation Portfolio

AST QMA International Core Equity Portfolio

AST QMA Large-Cap Portfolio

AST QMA US Equity Alpha Portfolio

AST Quantitative Modeling Portfolio

AST RCM World Trends Portfolio

AST Small-Cap Growth Opportunities Portfolio ( formerly, AST Federated Aggressive Growth Portfolio )

AST Small-Cap Growth Portfolio

AST Small-Cap Value Portfolio

AST T. Rowe Price Asset Allocation Portfolio

AST T. Rowe Price Diversified Real Growth Portfolio

AST T. Rowe Price Growth Opportunities Portfolio

AST T. Rowe Price Large-Cap Growth Portfolio

AST T. Rowe Price Large-Cap Value Portfolio (formerly, AST Value Equity Portfolio)

AST T. Rowe Price Natural Resources Portfolio

AST Templeton Global Bond Portfolio

AST WEDGE Capital Mid-Cap Value Portfolio (formerly, AST Mid-Cap Value Portfolio)

AST Wellington Management Global Bond Portfolio

AST Wellington Management Hedged Equity Portfolio

AST Wellington Management Real Total Return Portfolio

AST Western Asset Core Plus Bond Portfolio

AST Western Asset Emerging Markets Debt Portfolio

 

The Prudential Series Fund

Conservative Balanced Portfolio

Diversified Bond Portfolio

Equity Portfolio

Flexible Managed Portfolio

Global Portfolio

Government Income Portfolio

Government Money Market Portfolio (formerly, Money Market Portfolio)

High Yield Bond Portfolio

Jennison Portfolio

Jennison 20/20 Focus Portfolio

Natural Resources Portfolio

Small Capitalization Stock Portfolio

Stock Index Portfolio

 
 

Value Portfolio

SP International Growth Portfolio

SP Prudential U.S. Emerging Growth Portfolio

SP Small-Cap Value Portfolio

 

 

 

 

End of Exhibit A

December 8, 2017

 

 

 

 

Advanced Series Trust

655 Broad Street

17 th Floor

Newark, New Jersey 07102

 

Re: Advanced Series Trust (“Registrant”) Form N-1A; Post-Effective Amendment No. 154 to the Registration Statement under the Securities Act of 1933 and Amendment No. 156 to the Registration Statement under the Investment Company Act of 1940 (the “Amendment”)

 

Ladies and Gentlemen:

 

We provided an opinion to the Registrant dated April 25, 2005 (the “Opinion”), which the Registrant filed as an exhibit to its Registration Statement filed April 29, 2005.

 

We consent to the filing of this letter with the Securities and Exchange Commission as an exhibit to the Amendment and the incorporation by reference of the Opinion as an exhibit to the Amendment. We also consent to the reference in the Registration Statement to the Trust to the fact that Goodwin Procter LLP serves as counsel to the Trust and has provided the Opinion.

 

 

Very truly yours,

 

/s/ Goodwin Procter LLP

 

Goodwin Procter LLP

 

ADVANCED SERIES TRUST

SHAREHOLDER SERVICES AND DISTRIBUTION PLAN

WHEREAS, the Board of Trustees of the Advanced Series Trust (the “Trust”), including a majority of the

Independent Trustees (as defined herein), have concluded in the exercise of their reasonable business judgment and in light of their fiduciary duties under the Investment Company Act of 1940, as amended (the “Act”), that there is a reasonable likelihood that this Plan (the “Plan”) will benefit each of the Trust’s portfolios listed on Schedule A (each a “Portfolio”) and the shareholders of each Portfolio;


NOW, THEREFORE, this Plan is hereby adopted as follows:

Section 1. The Trust is authorized to pay a fee (the “Services and Distribution Fee”) for the services

rendered and expenses borne as set forth in Section 2, including services and expenses in connection with the distribution of shares of the Trust, at an annual rate with respect to each Portfolio not to exceed 0.25% of the average daily net assets of the Portfolio. The Trust shall pay the Services and Distribution Fee to the distributor of the Trust’s shares (“Distributor”). Subject to such limit and subject to the provisions hereof, the Services and Distribution Fee must be approved at least annually by:

(a) a majority of the Board of Trustees of the Trust and

(b) a majority of the Trustees who (i) are not “interested persons” of the Trust, as defined in the Act, and (ii) have no direct or indirect financial interest in the operation of the Plan or any agreements related thereto (the “Independent Trustees”).

If at any time this Plan shall not be in effect with respect to the shares of all Portfolios of the Trust, the Services and Distribution Fee shall be computed on the basis of the net assets of the shares of those Portfolios for which the Plan is in effect. The Services and Distribution Fee shall be accrued daily and paid bi-weekly or at such other intervals as the Board of Trustees shall determine. The Services and Distribution Fee shall not apply to Portfolios that invest all of their assets in other Portfolios. For Portfolios that invest a portion of their assets in other Portfolios, the Services and Distribution Fee shall apply only on assets not invested in other Portfolios.

Section 2. The Distributor shall provide (or arrange for the provision of) the following services and bear the following expenses (collectively, the “Services”):


• printing and mailing of prospectuses, statements of additional information, supplements, proxy

statement materials, and annual and semi-annual reports for current owners of variable life or variable

annuity contracts indirectly investing in the shares (the “Contracts”);

• reconciling and balancing separate account investments in the Portfolios;

• reconciling and providing notice to the Trust of net cash flow and cash requirements for net redemption

orders;

• confirming transactions;

• providing Contract owner services related to investments in the Portfolios, including assisting the Trust

with proxy solicitations, including providing solicitation and tabulation services, and investigating and

responding to inquiries from Contract owners that relate to the Portfolios;

• providing periodic reports to the Trust and regarding the Portfolios to third-party reporting services;

• paying compensation to and expenses, including overhead, of employees of the Distributor and other

broker-dealers and financial intermediaries that engage in the distribution of the shares, including but

not limited to commissions, servicing fees and marketing fees;

• printing and mailing of prospectuses, statements of additional information, supplements and annual and

semi-annual reports for prospective Contract owners;

• paying expenses relating to the development, preparation, printing, and mailing of advertisements,

sales literature, and other promotional materials describing and/or relating to the Portfolios;

• paying expenses of holding seminars and sales meetings designed to promote the distribution of the

shares;

• paying expenses of obtaining information and providing explanations to Contract owners regarding

investment objectives, policies, performance and other information about the Trust and its Portfolios;

• paying expenses of training sales personnel regarding the Portfolios; and

 
 

• providing other services and bearing other expenses for the benefit of the Portfolios, including

activities primarily intended to result in the sale of shares of the Trust.

Section 3. This Plan shall not take effect until it has been approved by votes of the majority (or whatever

greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of both (a) the Trustees, and (b) the Independent Trustees cast in person at a meeting called for the purpose of voting on this Plan. If adopted with respect to a Portfolio after the public offering of shares of that Portfolio (or the sale of shares to persons who are not affiliated persons of the Portfolio, affiliated persons of such persons, affiliated persons of the promoter or affiliated persons of such persons), the Plan shall not take effect until it has been approved by a vote of at least a majority of the outstanding voting securities of the Portfolio. Any agreement related to the Plan must be approved by votes of the majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of both (a) the Trustees, and (b) the Independent Trustees cast in person at a meeting called for the purpose of voting on the agreement.

Section 4. To the extent any payments made by a Portfolio pursuant to the Plan are deemed payments for the financing of any activity primarily intended to result in the sale of shares within the context of Rule 12b-1 under the Act, such payments shall be deemed to be approved under the Plan. Notwithstanding anything herein to the contrary, no Portfolio shall be obligated to make any payments under the Plan that exceed the maximum amounts payable under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc., or any successor rule thereto adopted by the Financial Industry Regulatory Authority.

Section 5. This Plan shall continue in effect for a period of more than one year after it takes effect only so

long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Section 3 hereof.


Section 6. Any person authorized to direct the disposition of monies paid or payable by the shares of the

Trust pursuant to this Plan or any related agreement shall provide to the Board of Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

 

Section 7. This Plan may be terminated at any time with respect to the shares of any Portfolio by vote of a

majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities representing the shares of that Portfolio.

All agreements with any person relating to implementation of this Plan with respect to the shares of any

Portfolio shall be in writing, and any agreement related to this Plan with respect to the shares of any Portfolio shall provide:

(a) That such agreement may be terminated at any time, without payment of any penalty, by vote of a

majority of the Independent Trustees or by vote of a majority of the outstanding voting securities

representing the shares of such Portfolio, on not more than 60 days’ written notice to any other party to

the agreement; and


(b) That such agreement shall terminate automatically in the event of its assignment.

 

Section 8. This Plan may not be amended to materially increase the amount of Services and Distribution Fee permitted pursuant to Section 1 hereof with respect to any Portfolio until it has been approved by a vote of at least a majority of the outstanding voting securities representing the shares of that Portfolio.


Section 9. The Trust shall preserve copies of this Plan, and any related agreement or written report regarding this Plan presented to the Board of Trustees for a period of not less than six years from the date of the Plan, agreement or written report, as the case may be, the first two years in an easily accessible place.

Section 10. The provisions of the Plan are severable for each Portfolio of the Trust, and whenever any action is to be taken with respect to the Plan, such action shall be taken separately for each Portfolio of the Trust.

 
 


Section 11. While the Plan is in effect, the Board of Trustees shall satisfy the fund governance standards as defined in Rule 0-1(a)(7) under the Act.


Section 12. As used in this Plan, the terms “assignment,” “interested person,” and “majority of the

outstanding voting securities” shall have the respective meanings specified in the Act and the rules and

regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange

Commission.

 
 

 

 

Schedule A

AST AB Global Bond Portfolio

AST Academic Strategies Asset Allocation Portfolio

AST Advanced Strategies Portfolio

AST AQR Emerging Markets Equity Portfolio

AST AQR Large-Cap Portfolio

AST BlackRock Global Strategies Portfolio

AST BlackRock Low Duration Bond Portfolio

AST BlackRock/Loomis Sayles Bond Portfolio

AST BlackRock Multi-Asset Income Portfolio

AST Bond Portfolio 2017

AST Bond Portfolio 2018

AST Bond Portfolio 2019

AST Bond Portfolio 2020

AST Bond Portfolio 2021

AST Bond Portfolio 2022

AST Bond Portfolio 2023

AST Bond Portfolio 2024

AST Bond Portfolio 2025

AST Bond Portfolio 2026

AST Bond Portfolio 2027

AST Bond Portfolio 2028

AST Bond Portfolio 2029

AST ClearBridge Dividend Growth Portfolio

AST Cohen & Steers Realty Portfolio

AST Columbia Adaptive Risk Allocation Portfolio

AST Emerging Managers Diversified Portfolio

AST FI Pyramis ® Quantitative Portfolio

AST FQ Absolute Return Currency Portfolio

AST Franklin Templeton K2 Global Absolute Return Portfolio

AST Goldman Sachs Global Growth Allocation Portfolio

AST Goldman Sachs Global Income Portfolio

AST Goldman Sachs Large-Cap Value Portfolio

AST Goldman Sachs Mid-Cap Growth Portfolio

AST Goldman Sachs Multi-Asset Portfolio

AST Goldman Sachs Small-Cap Value Portfolio

AST Goldman Sachs Strategic Income Portfolio

AST Government Money Market Portfolio

AST High Yield Portfolio

AST Hotchkis & Wiley Large-Cap Value Portfolio

AST International Growth Portfolio

AST International Value Portfolio

AST Investment Grade Bond Portfolio

AST J.P. Morgan Global Thematic Portfolio

AST J.P. Morgan International Equity Portfolio

AST J.P. Morgan Strategic Opportunities Portfolio

AST Jennison Global Infrastructure Portfolio

AST Jennison Large-Cap Growth Portfolio

AST Legg Mason Diversified Growth Portfolio

AST Loomis Sayles Large-Cap Growth Portfolio

AST Lord Abbett Core Fixed Income Portfolio

AST MFS Global Equity Portfolio

AST MFS Growth Portfolio

AST MFS Large-Cap Value Portfolio

AST Morgan Stanley Multi-Asset Portfolio

AST Multi-Sector Fixed Income Portfolio

AST Neuberger Berman Long/Short Portfolio

AST Neuberger Berman/LSV Mid-Cap Value Portfolio

AST New Discovery Asset Allocation Portfolio

AST Parametric Emerging Markets Equity Portfolio

AST Prudential Core Bond Portfolio

AST Prudential Flexible Multi-Strategy Portfolio

AST Prudential Growth Allocation Portfolio

AST QMA International Core Equity Portfolio

AST QMA Large-Cap Portfolio

AST QMA US Equity Alpha Portfolio

AST RCM World Trends Portfolio

 
 

AST Small-Cap Growth Portfolio

AST Small-Cap Growth Opportunities Portfolio

AST Small-Cap Value Portfolio

AST T. Rowe Price Asset Allocation Portfolio

AST T. Rowe Price Diversified Real Growth Portfolio

AST T. Rowe Price Growth Opportunities Portfolio

AST T. Rowe Price Large-Cap Growth Portfolio

AST T. Rowe Price Large-Cap Value Portfolio

AST T. Rowe Price Natural Resources Portfolio

AST Templeton Global Bond Portfolio

AST WEDGE Capital Mid-Cap Value Portfolio

AST Wellington Management Global Bond Portfolio

AST Wellington Management Hedged Equity Portfolio

AST Wellington Management Real Total Return Portfolio

AST Western Asset Core Plus Bond Portfolio

AST Western Asset Emerging Markets Debt Portfolio

ADVANCED SERIES TRUST

AST Bond Portfolio 2029

Notice of Rule 12b-1 Fee Waiver

THIS NOTICE OF RULE 12B-1 FEE WAIVER is signed as of December 1, 2017, by PRUDENTIAL ANNUITIES DISTRIBUTORS, INC. (PAD), the principal underwriter of the shares of each Portfolio of the Advanced Series Trust, an open-end management investment company (the Trust).

 

WHEREAS, PAD desires to waive a portion of its distribution and shareholder services fees (Rule 12b-1 fees) payable by the AST Bond Portfolio 2029 (the Portfolio) of the Trust; and

 

WHEREAS, PAD understands and intends that the Trust will rely on this Notice and agreement in preparing a registration statement on Form N-1A and in accruing the Portfolio’s expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Trust to do so; and

 

WHEREAS, shareholders of the Portfolio will benefit from the ongoing contractual waiver by incurring lower operating expenses than they would absent such waiver.

 

NOW, THEREFORE, PAD hereby provides notice that it has agreed to limit the distribution and service fees (Rule 12b-1 fees) incurred the Portfolio of the Trust pursuant to the waiver schedule set forth below:

 

Average Daily Net Assets of Portfolio Distribution and Service Fee
 (12b-1 Fee) Rate Including Waiver
Up to and including $300 million 0.25% (no waiver)
Over $300 million up to and including $500 million 0.23%
Over $500 million up to and including $750 million 0.22%
Over $750 million 0.21%

 

This contractual waiver schedule, as set forth above, shall not have an expiration or termination date, and may not be modified or discontinued.

 

 

 

 
 

 

IN WITNESS WHEREOF, PAD has signed this Notice of Rule 12b-1 Fee Waiver as of the day and year first above written.

 


PRUDENTIAL ANNUITIES DISTRIBUTORS, INC.

 

 

By: /s/ James Mullery

Name: James Mullery

Title: President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Code of Ethics

 

 

 

 

 

 

 

 

 

 

 

 

 

Amended and Restated: October 1, 2009

Last Updated: January 2017

 
 

Table of Contents

 

Overview and Scope 1
I.   Statement of General Fiduciary Principles 1
II.   Definitions 2
III.   Personal Securities Transactions 4
A.   Preclearance Requests 4
B.   Transactions Exempt from Preclearance 4
C.   Managed Accounts 5
IV.   Restrictions 5
A.   Blackout Periods 5
1.     Real Estate Securities 5
2.     Non-Real Estate Securities 5
B.   Holding Period 6
C.   Excessive Trading 7
D.   Initial Public Offerings 7
E.   Private Placements 7
F.   Cohen & Steers Closed-End Funds 7
G.   Cohen & Steers Open-End Funds 8
H.   Prohibition on Accepting Gifts 8
I.   Investment Clubs 8
J.   Outside Directorships 8
V.   Reporting 8
A.   Initial Holdings Reports 8
B.   Quarterly Transaction Reports 9
C.   Annual Holdings Reports 10
D.   Compliance Review 10
E.   Exception 10
F.   Annual Certification 10
G.   Independent Directors 10
H.   Confidentiality 11
I.   Disclaimer 11
 
 
VI.   Administration of the Code of Ethics 11
A.   Use of Preferred Brokers 11
B.   Duplicate Confirms and Statements 11
C.   Exemptions from the Code 12
D.   Fund Board of Directors Reporting and Approval 12
E.   Violations and Sanctions 12
F.   Acknowledgments 13
G.   Records 13
Appendix A: Reportable Funds A-1
 
 

Overview and Scope

The Cohen & Steers Code of Ethics (the “Code”) applies to Cohen & Steers, Inc. as well as any of its current or future subsidiaries and affiliates (collectively, “Cohen & Steers”) and the Cohen & Steers U.S. registered investment companies and the provisions of this Code apply to all Cohen & Steers employees, wherever located. In certain non-U.S. countries, local laws or customs may impose requirements in addition to the Code. This Code does not apply to directors of Cohen & Steers who are not also Cohen & Steers employees but sections of this Code do apply to the independent directors of the Cohen & Steers U.S. registered investment companies.

 

The Code is structured as follows:

 

· Section I contains a statement of general fiduciary principles
· Section II defines certain terms used in the Code
· Section III describes the preclearance requirements for personal securities transactions, among other things
· Section IV details the limitations and restrictions imposed by the Code
· Section V describes the reporting requirements under the Code
· Section VI details the administration and procedural requirements of the Code

 

I. Statement of General Fiduciary Principles

 

The following general fiduciary principles shall govern personal investment activities and the interpretation and administration of this Code:

 

· The interests of clients must be placed first at all times;
· All personal securities transactions must be conducted in a manner that is consistent with the Code and in a way to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;
· Individuals must not take advantage of their own positions at Cohen & Steers to misappropriate investment opportunities from clients; and
· Individuals must comply with the applicable federal securities laws. [1]

 

When making personal investment decisions, all employees must exercise extreme care to avoid violating the prohibitions of this Code. Furthermore, employees should conduct their personal investing in such a manner that will minimize the employee’s time and attention that are devoted to personal investments at the expense of time and attention that should be devoted to duties at Cohen & Steers.

 

 
 

It is not possible for this policy to address every situation involving Cohen & Steers employees’ personal trading. The CCO in consultation with the Cohen & Steers Executive Committee is charged with oversight and interpretation of this Code in a manner considered fair and equitable, with a view in all cases of placing Cohen & Steers clients’ interests first. Technical compliance with the Code will not insulate an employee from scrutiny of, or sanctions for, employee abuses of his or her position, fiduciary duty or securities transactions which may potentially conflict with any client of Cohen & Steers.

 

II. Definitions
A. “Access Person” means any employee, director, officer, general partner of Cohen & Steers Capital Management, Inc. or its affiliated investment advisors. All employees are considered Access Persons.

 

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

 

C. “Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for the purposes of Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.

 

D. “Board of Directors” shall mean the directors of the Funds.

 

E. “Chief Compliance Officer” shall mean the Chief Compliance Officer (“CCO”) of Cohen & Steers Capital Management, Inc. and the Cohen & Steers Funds.

 

F. “Code” shall mean this Code of Ethics.

 

G. “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act.

 

H. “Covered Security” shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act. This definition includes, but is not limited to, any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

 

 
 

Covered Security shall not include the following:

 

1. Direct obligations of the government of the United States or any other sovereign country or supra-national agency; and

 

2. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments [2] , including repurchase agreements; and

 

3. Shares issued by an open-end registered investment company, including Cohen & Steers open-end investment companies, other than shares of Exchange Traded Funds.

 

I. “Exchange Traded Fund” or “ETF” is a security that tracks an index and represents a basket of stocks or bonds like an index fund, but trades like a stock on an exchange. This definition also includes Exchange Traded Notes or “ETN”s.

 

J. “Executive Committee” shall mean the Executive Committee of Cohen & Steers, Inc.

 

K. “Fund” or “Funds” mean the U.S. registered Cohen & Steers open and closed-end investment companies.

 

L. “Independent Director” means a director of the Funds who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to make a report under Section V of this Code solely by reason of being a director of the Funds.

 

M. “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 Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

N. “Investment Personnel” refers to any employee who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities on behalf of client accounts. Investment Personnel include portfolio managers and analysts but does not include traders.

 

O. “Personal Trading System” or “PTA” means the automated personal trading system used by Cohen & Steers for administration of this Code. All employees receive a username and password at the start of their employment with the firm.

 

P. “Private Placement” means a security offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S.
 
 

jurisdictions (if you are unsure whether the securities are issued in a private placement you must consult with the Compliance Department).

 

Q. “Purchase or sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.

 

R. “Real Estate Security” means any security of a company that derives at least 50% of its revenues from the ownership, construction, financing, management or sale of commercial, industrial or residential real estate, or has at least 50% of its assets in such real estate.

 

S. “Reportable Fund” means any open-end fund for which Cohen & Steers acts as investment advisor or subadvisor or principal underwriter. See Appendix A for a list of Reportable Funds.

 

T. “Reportable Security” means any Covered Security and Reportable Fund.

 

III. Personal Securities Transactions
A. Preclearance Requests

 

Except as specifically exempted in this section, all Access Persons must obtain preclearance approval before effecting a personal transaction in any Covered Security , including closed-end funds and ETFs. For U.S. employees, clearance for personal securities transactions will be in effect only for the day of approval. For non-U.S. employees clearance for personal securities transactions will be in effect for the day of approval plus the following business day.

 

In order to obtain preclearance, an Access Person must complete a preclearance request using PTA whenever possible on the day they intend to trade. Preclearances may be denied for any reason. An Access Person is not entitled to receive an explanation or reason if their preclearance request is denied.

 

B. Transactions Exempt from Preclearance

 

Preclearance approval is not required for the below list of transactions:

 

· Purchases or sales of a security that is not a Covered Security.
· Purchases or sales that are not volitional.
· Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance.
· Trades in an account where investment discretion is delegated to an independent third party (see Managed Accounts below).

 

 

 

 

 

 
 
C. Managed Accounts

 

Transactions in personal accounts for which an Access Person does not have direct or indirect influence or control (e.g. a professionally managed account over which the Access Person has authorized complete discretion) are not subject to the preclearance requirements of the Code. Such accounts are referred to as discretionary or managed accounts.

 

If an Access Person has beneficial interest in an account but does not have direct or indirect influence or control, the Access Person must provide the Compliance Department with written confirmation of the Access Person’s lack of direct or indirect influence or control over the account. For most managed accounts a copy of the relevant agreement with the person who does control the account (e.g., trustee or discretionary third-party manager) will be required.

 

Upon approval from the CCO or a designee, transactions in such accounts will not require preclearance or be subject to the restrictions in Section IV below. The Compliance Department will periodically require Access Persons to confirm the status of their accounts over which the Access Person does not have direct or indirect influence or control.

 

IV. Restrictions

Preclearance requests will be denied under the circumstances described below. Please note that the following restrictions are equally applied to the Covered Security and to instruments related to the Covered Security. A related instrument is any security or instrument that gives the right to acquire additional units of the Covered Security including options, rights, warrants, and instruments otherwise convertible into the Covered Security, or any other instrument derived from a Covered security (e.g. OTC options) regardless of issuer.

 

A. Blackout Periods

 

1. Real Estate Securities

 

No Access Person shall purchase or sell any Real Estate Security (as defined in Section II ) except that an Access Person may invest in shares of open-end funds, closed-end funds and ETFs that invest in Real Estate Securities, subject to the applicable preclearance and reporting requirements of this Code.

 

2. Non-Real Estate Securities

 

a. No Access Person shall execute any securities transaction on a day during which any client has a pending buy or sell order in that same security unless clearance was granted prior to the initiation of the order or until that order is executed or withdrawn.

 

b. Investment Personnel are prohibited from trading a security in a personal account that is in the investment universe of the strategy in which they specialize. Generally the investment universe includes securities in the

 
 

relevant benchmarks and may also include some out of benchmark securities, and any security held in a client account in the past three (3) years. Investment Personnel on the Large Cap Value team will be permitted to invest in securities in their benchmark(s) with a market capitalization below a threshold determined by Cohen & Steers to be outside of the investment universe of the strategy.

 

B. Holding Period

 

All Access Persons are prohibited from profiting from the purchase and sale or the sale and purchase of the same security (or equivalent) within thirty (30) calendar days. Any profits realized from the purchase and sale or the sale and purchase of the same security (or equivalent) within the thirty day restriction period shall be disgorged. Transactions that would result in a loss are not subject to the 30-day holding period.

 

The holding period is calculated using FIFO (first-in-first out) and therefore the holding period rule is violated if there is a profit when:

 

· The first purchase(s) during the timeframe are followed by a sale at a higher price, or
· The first sale(s) during the timeframe are followed by a purchase at a lower price

 

The price is calculated by looking at the price of the earliest opposite-side transactions during the thirty day period.

 

FIFO Example:

 

If an employee purchased 100 shares of XYZ on March 1 and 100 more on March 15, on April 1 the employee would be permitted to sell at a profit only 100 shares. She/he would have to wait until April 15 to sell the additional 100 shares at a profit.

 

Certain limited exceptions to this holding period are available on a case-by-case basis and must be approved by the CCO or a designee prior to execution. Exceptions to this policy include, but are not limited to, hardships and extended disability. Non-volitional trades such as automatic investment and withdrawal programs and automatic rebalancing are permitted transactions under this policy.

 

The 30-day holding period also applies to transactions in Cohen & Steers Open-End Funds. However, the holding period does not apply to shares acquired through an Automatic Investment Plan and Access Persons will be permitted to fully redeem a Cohen & Steers Open-End Fund in their 401K account as long as any transaction in the previous thirty (30) days was an automated pay-period contribution.

 

Officers and directors of the Cohen & Steers’ closed-end funds are subject to additional holding periods as set forth in Section IV.F below and the Cohen & Steers Inside Information Policy.

 

 
 
C. Excessive Trading

Excessive or inappropriate trading is prohibited. The Compliance Department monitors all employees’ trading and provides periodic reports to the Executive Committee regarding the volume and nature of employee transactions. A pattern of excessive trading may lead to disciplinary action under the Code up to and including termination.

 

D. Initial Public Offerings

All Access Persons are prohibited from purchasing equity securities in an initial public offering. The purchase of corporate bonds at the time of issuance is allowed upon receipt of preclearance.

 

E. Private Placements

Access Persons must obtain prior approval from the CCO or a designee before directly or indirectly acquiring Beneficial Ownership in a Private Placement. The CCO or designee may consult a member of the Executive Committee and other appropriate parties in evaluating the request. To request prior approval, Access Persons must provide the CCO or designee with a completed Private Placement Approval Request form and sufficient supporting documentation. The Private Placement Approval Request form is available on the Cohen & Steers public shared drive or can be requested from a member of the Compliance Department.

 

If the request is approved, the Access Person must report the trade on the Quarterly Transaction Report and report the investment on the Annual Holdings report (see Section V). Subsequent investments in same Private Placement must also be preapproved and reported.

 

F. Cohen & Steers Closed-End Funds

Additional restrictions regarding the closed-end funds managed by Cohen & Steers, in order to ensure no improper trading takes place, include:

 

1. Holding Period: Directors and officers of the Cohen & Steers closed-end Funds are prohibited by the federal securities laws from selling shares of these Funds within six months of purchasing them, or purchasing shares of these Funds within six months of selling them, and must file forms promptly with the SEC regarding their transactions in shares of these Funds. Any violation of this six-month holding period will require disgorgement of any profits. [3]

 

2. Blackout Periods: Independent Directors and Access Persons may not purchase or sell shares of the Cohen & Steers closed-end Funds on certain days prior to board meetings and dividend declarations.

 

a. For Independent Directors, the blackout period begins on the date of receipt of information pertaining to quarterly dividend declarations and ends with the public announcement of dividends declared in a formal press
 
 

release. Independent Directors may be further restricted after the dividend declaration press release through the end of the board meeting in the event information in their possession related to the upcoming meeting is material and non-public.

 

b. For Access Persons, the blackout period customarily begins three (3) weeks prior to the quarterly board meeting but shall commence when internal dividend discussions become material. The blackout period may but will not always end after the press release announcing dividend declarations for the closed-end funds. Employees may be further restricted from trading between the announcement of dividends and the completion of the quarterly board meeting if material and non-public items are on the agenda for that meeting.

 

c. The CCO or General Counsel may impose additional blackout periods for trading in the closed-end funds as necessary.

 

G. Cohen & Steers Open-End Funds

All Access Persons are subject to the same frequent trading policies that apply to the shareholders of the Cohen & Steers open-end funds. As such, no Access Person or Independent Director may make more than two (2) round trips in a sixty (60) calendar day period. A round trip is defined by a purchase and sale/exchange of shares of the same fund.

 

H. Prohibition on Accepting Gifts

No Access Person shall give or receive any gift in violation of the Cohen & Steers Gifts and Entertainment Policy and Procedures, which permit gifts valued cumulatively at $100 or less per person per calendar year. Additional restrictions are set forth in the Cohen & Steers Gifts and Entertainment Policy.

 

I. Investment Clubs

Employee participation in Investment Clubs is permitted but all Investment Club transactions are subject to the restrictions and reporting requirements in this Code.

 

J. Outside Directorships

No Access Person shall serve on the board of directors of a publicly traded company unless approved in advance by the Executive Committee This authorization will be provided only if the Executive Committee concludes that service on the board would not be inconsistent with the interests of Cohen & Steers’ clients. Access Persons who have received this approval shall not trade for a client or their own account in the securities of the company while in possession of material, non-public information. Outside business activities, other than service on a board of a publicly traded company, are addressed in the Cohen & Steers Conflicts of Interest Policy.

 

V. Reporting
A. Initial Holdings Reports

Within 10 days of the commencement of employment with Cohen & Steers, each Access Person must provide the Compliance Department with a statement of all Reportable

 
 

Securities and brokerage accounts as set forth in the Initial Holdings Report. The Initial Holdings Report form will be provided to the Access Person upon the commencement of employment and is available on the Cohen & Steers public shared drive, or can be requested from a member of the Compliance Department. More specifically, each Access Person must provide the following information:

· 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;
· 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
· The date the Access Person submits the report.
B. Quarterly Transaction Reports

Within 30 days after the end of a calendar quarter, all Access Persons must report the following information:

 

1. With respect to transactions during the quarter in any Reportable Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Reportable Security:
· The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;
· The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
· The price of the security at which the transaction was effected;
· The name of the broker, dealer or bank with or through which the transaction was effected; and
· The date the Access Person submits the report.
2. With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
· the name of the broker, dealer or bank with whom the Access Person established the account;
· The date the account was established; and
 
 
· The date the Access Persons submits the report.

Quarterly transactions are uploaded into the PTA system throughout the quarter. At the end of the quarter, all Access Persons must review their transactions in PTA and complete a certification on PTA or through comparable means.

 

C. Annual Holdings Reports

Annually, all Access Persons must report the following information

(which must be current as of a date no more than 45 days before the report is submitted):

· 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;
· 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
· The date the Access Person submits the report.

Each Access Person shall submit an Annual Holdings Report through the PTA reporting system or an equivalent format within 45 days after the beginning of each calendar year.

 

D. Compliance Review

The CCO or a designee shall be responsible for reviewing the reports made pursuant to this section.

 

E. Exception

An Access Person need not make a report under this section with respect to securities held in any account over which that person had no direct or indirect influence or control.

 

F. Annual Certification

Each Access Person must certify annually within sixty (60) days of year-end that he or she has read and understands the Code and recognizes that he or she is subject to the Code. In addition, each Access Person must certify annually that he or she has complied with all the requirements of the Code and that he or she has disclosed or reported all personal securities transactions and accounts required to be disclosed or reported pursuant to the requirements of the Code.

 

G. Independent Directors

An Independent Director shall report transactions in Reportable Securities only if the director knew or, in the ordinary course of fulfilling his or her official duties as a director should have known, that during the 15-day period immediately preceding or following the date of the transaction (or such period prescribed by applicable law), such security

 
 

was purchased or sold, or was being considered for purchase or sale, by any Cohen & Steers client.

 

The “should have known standard” implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting any Fund’s investment objectives, or that any knowledge is to be imputed because of prior knowledge of any Fund’s portfolio holdings, market considerations, or any Fund’s investment policies, objectives and restrictions.

 

Independent Directors need not provide an Initial or Annual Holdings Report and they are not subject to the restrictions in Section IV other than F and G.

 

H. Confidentiality

All reports of securities transactions and any other information filed with the Compliance Department pursuant to this Code shall be treated as confidential. In this regard, no Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of Cohen & Steers) any information regarding securities transactions made or being considered by or on behalf of any client account.

 

I. Disclaimer

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the Reportable Security to which the report relates.

 

VI. Administration of the Code of Ethics

 

A. Use of Preferred Brokers

All Access Persons are strongly encouraged to maintain their personal trading accounts at, and execute all transactions in Covered Securities through, one or more brokers that provide automated feeds to the PTA system. Accounts with brokers who provide account information to PTA electronically may be more accurate and require less reconciliation for the Access Person at certification time. The Compliance Department maintains the list of such brokers.

 

B. Duplicate Confirms and Statements

All Access Persons must require their brokers to supply to the Compliance Department on a timely basis duplicate confirmations of all personal securities transactions. When possible, the duplicate confirmation requirement will be satisfied by electronic feed directly from the brokers to PTA.

 

If under local market practice, brokers are restricted by law from delivering duplicate confirmations to the Compliance Department, it is the Access Person’s responsibility to provide promptly to the Compliance Department with a duplicate confirmation (either a photocopy, fax or PDF) for each trade. If a broker is unwilling to deliver duplicate confirmations for any other reason, the employee will not be permitted to maintain an account with that broker.

 

 
 
C. Exemptions from the Code

In cases of hardship, the CCO, the General Counsel or their respective designees can grant exemptions from the personal trading restrictions in this Code. The decision will be based on a determination that a hardship exists and the transaction for which an exemption is requested would not result in a conflict with Cohen & Steers clients’ interests. Other factors that may be considered include: the size and holding period of the Access Person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the amount and timing of client trading in the same or a related security and other relevant factors.

 

Any Access Persons seeking an exemption should submit a written request setting forth the nature of the hardship along with any pertinent facts and reasons why the Access Person believes the exemption should be granted. Access Persons are cautioned that exemptions are exceptions and repetitive requests for exemptions by an Access Person are not likely to be granted.

 

Records of the approval of exemptions and the reasons for granting the exemptions will be maintained by the Compliance Department.

 

D. Fund Board of Directors Reporting and Approval

The Board of Directors of each Fund, as applicable, including a majority of the Independent Directors, must approve this Code and any material changes to it. This approval shall be based on a determination that this Code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by Rule 17j-1 under the Investment Company Act or any other applicable rules and regulations,. In connection with this approval, Cohen & Steers shall provide a certification to the Board that Cohen & Steers and the Funds have adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

 

No less frequently than annually, Cohen & Steers shall furnish to the Board of Directors, and the Board of Directors must consider, a written report that:

 

(1) Describes any issues arising under the Code or procedures since the last report to the Board of Directors, including, but not limited to, information about material violations of the Code or procedures or sanctions imposed in response to the material violations; and

 

(2) Certifies that the Funds and Cohen & Steers have adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

E. Violations and Sanctions

Access Persons must report any violations or potential violations of this Code promptly to the CCO or another member of the Compliance Department. This policy forbids any form of intimidation or retaliation against an Access Person for fulfilling this obligation. Retaliation against an Access Person who reports a Code violation is in itself a violation of the Code.

 

 
 

Upon discovering a violation of this Code, Cohen & Steers may impose such sanctions as it deems appropriate, including, among other things, disgorgement of profits, a letter of censure, suspension or termination of the employment of the violator.

 

F. Acknowledgments

Each Access Person must be provided with a copy of this Code and any amendments. In addition, each Access Person must provide the Compliance Department with a written (or electronic) acknowledgment of their receipt of the Code and any amendments.

 

G. Records

The Compliance Department shall maintain records [4] in the manner and to the extent set forth below, which may be maintained on microfilm or by such other means permissible under the conditions described in Rule 31a-2 of the Investment Company Act and Rule 204-2 the Investment Advisers Act of 1940, or under no-action letters or interpretations under these rules, and shall be available for examination by the SEC or any representatives of the SEC.

 

· A copy of this Code of Ethics shall be preserved in an easily accessible place (including for five (5) years after this Code of Ethics is no longer in effect).

 

· A record of any violation of this Code of Ethics and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five (5) years following the end of the fiscal year in which the violation occurs.

 

· A copy of each report, including annual reports to the Fund Board of Directors, and any information provided in lieu of a report, made by an Access Person pursuant to this Code of Ethics shall be preserved for a period of not less than five (5) years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place.

 

· A record of any decision, and the reasons supporting the decision, to approve the acquisition of an IPO (if an exception is made) or Private Placement shall be preserved in an easily accessible place for a period of not less than five (5) years after the end of the fiscal year in which the approval is granted.

 

· A list of all Access Persons who are, or within the past five (5) years have been, required to make reports or are responsible for reviewing these reports, pursuant to this Code of Ethics shall be maintained in an easily accessible place.

 

 
 
· A record of all written acknowledgments for each Access Person who is currently, or within the past five years was, an Access Person of the investment advisor.
 
 

Appendix A

 

Reportable Funds

As of January 1, 2016 *

 

 

Cohen & Steers Open-End Funds

 

Cohen & Steers Realty Shares

Cohen & Steers Real Estate Securities Fund

Cohen & Steers Global Infrastructure Fund

Cohen & Steers Global Realty Shares

Cohen & Steers International Realty Fund

Cohen & Steers Institutional Global Realty Shares

Cohen & Steers Dividend Value Fund

Cohen & Steers Institutional Realty Shares

Cohen & Steers Preferred Securities and Income Fund

Cohen & Steers Real Assets Fund

Cohen & Steers Active Commodities Strategy Fund

Cohen & Steers MLP & Energy Opportunity Fund

Cohen & Steers Low Duration Preferred and Income Fund

 

Cohen & Steers Sub-Advised Funds

 

AST Cohen & Steers Realty Fund
Penn Series Real Estate Securities Fund
Russell Investment Company Global Infrastructure Fund
Russell Investment Company Real Estate Securities Fund-International
Russell Investment Fund Real Estate Securities Fund-International
Russell Investment Company - Russell Multi-Strategy Income Fund
SunAmerica Income Explorer Fund
SEI Multi-Asset Real Return Fund
SEI Multi-Asset Inflation Managed Fund

 

 

* In addition to the list above, Reportable Funds include any future open-end investment companies advised or subadvised by Cohen & Steers.


[1] For purposes of this Code, “applicable federal securities laws” is defined as 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 Company Act”), the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act of 1999, any rules adopted by the Securities and Exchange Commission (the “SEC”) under any of these statutes, the Bank Secrecy Act of 1970 as it applies to funds and investment advisors, any rules adopted thereunder by the SEC or the Department of the Treasury, and any applicable local legislation, including the rules and regulations of the United Kingdom Financial Conduct Authority, the rules and regulations of the Financial Services Agency of Japan and the rules and regulations of the Hong Kong Securities and Futures Commission.

 

[2] High quality short-term debt instrument means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization.

[3] Pursuant to Section 16 of the Securities Exchange Act of 1934, the holding period for the closed-end funds is calculated using LIFO (“last in-first out”) whereas the holding period in Section IV.B above is calculated using FIFO.

[4] For Funds, records shall be maintained at the Funds’ principal place of business. For advisors, records shall be maintained at an appropriate office of the investment advisor.

 

 

LA_LOGO-ALTERNATIVE-GREY

 

 

 

 

Lord, Abbett & Co. llc

Lord Abbett Distributor llc

Lord Abbett Family of Funds

 

CODE OF ETHICS

 

 

 

February 2017

______________________________________________________________________

 
 

TABLE OF CONTENTS

 

Section No. Description of Section Page Number
I

Standards of Business Conduct and Ethical Principles

 

3
II

Personal Investment Accounts Covered

 

4
III

Approved Brokerage Firms

 

5
IV

Types of Investments and Transactions

 

5
V

Required Minimum Holding Periods

 

10
VI

Reports and Certifications

 

11
VII

Administration of Code

 

13
Appendix A

Special Rules For Independent Board Members

 

A-1
Appendix B

Special Rules For Temporary Employees and Consultants

 

B-1
Appendix C

List of Approved Broker-Dealers

 

C-1
Appendix D

Special Preclearance Rules For Spouses or Domestic Partners of Lord Abbett Personnel

 

D-1
Appendix E

Notes

 

E-1

 

 

 

 

 

 
 

 

I.         STANDARDS OF BUSINESS CONDUCT AND ETHICAL PRINCIPLES

 

Lord Abbett’s focus on honesty and integrity has been a critical part of its culture since the firm’s founding in 1929. Lord Abbett is a fiduciary to the mutual funds and other client accounts (“Clients”) managed by the firm.

 

In recognition of these fiduciary obligations, the personal investment activities of Lord Abbett Partners and Employees (“Lord Abbett Personnel”) will be governed by the following general principles:

· Lord Abbett Personnel must place first the interests of Clients.
· Lord Abbett Personnel must conduct their personal investments consistent with the Code and in a manner that is designed to avoid or minimize any actual or potential conflict of interest or any abuse of a person's position of trust and responsibility.
· Lord Abbett Personnel must not take inappropriate advantage of their positions with Lord Abbett or the Lord Abbett Family of Funds (the “Lord Abbett Funds”).
· Lord Abbett Personnel must comply with the Federal Securities Laws. [1]
· Lord Abbett Personnel must maintain all “internal use only” and/or proprietary information as confidential and not disclose or discuss such information with people outside Lord Abbett unless such disclosure is specifically permitted under another Lord Abbett policy.
· Lord Abbett Personnel may not give or accept favors or preferential treatment of any kind or gift or other thing in violation of Lord Abbett’s Gifts and Entertainment Policies and Procedures, or otherwise fail to comply with those policies and procedures.
· Lord Abbett Personnel may not become a director, officer or employee of any other company without Lord Abbett’s prior consent and, if appropriate, implementation of appropriate safeguards against conflicts of interest and apparent conflicts of interest.
· Lord Abbett Personnel may not participate in an outside business activity without providing prior written notice to Lord Abbett and receiving Lord Abbett’s prior consent. [2]

 

The independent members of the Boards of Directors/Trustees of the Lord Abbett Funds (the “Independent Board Members”) are subject to this Code as set forth in Appendix A. Consultants and temporary employees of Lord Abbett are subject to this Code as set forth in Appendix B.

 
 

 

II. PERSONAL INVESTMENT ACCOUNTS COVERED

The Code limitations on personal investments apply to all types of securities [3] accounts maintained in the name of any Lord Abbett Personnel or for which any Lord Abbett Personnel has a “ Beneficial Ownership” interest , except for the exempt types of accounts described below.

 

è What types of accounts are covered ?

 

Any account that that may invest in securities, including but not limited to brokerage accounts, IRA accounts, trust accounts, 401(k) and other retirement plan accounts, and dividend reinvestment or automatic investment plan accounts.

 

· You have a “Beneficial Ownership” interest in an account if:
o You directly or indirectly share in the profits in securities held in the account, even if you have no influence on voting or disposition of those securities.
o For example, you generally should consider yourself the “Beneficial Owner” of securities held in your spouse’s or domestic partner’s 401(k) and/or IRA accounts. [4]
è What types of accounts are not covered by all provisions of the Code (i.e., exempt from the Code in whole or in part) ?

 

Fully Discretionary Accounts meeting the requirements specified below are not subject to certain provisions of the Code, [1] and investments in any fund (including a Lord Abbett Fund) through a Lord Abbett-sponsored health savings account are not subject to any provisions of the Code.

 

è What is a “Fully Discretionary Account”?

 

This is an account where you do not have any “direct or indirect influence or control” over transactions before they occur.

 

· Your account qualifies as a Fully Discretionary Account over which you have “no direct or indirect influence or control” only if:
o Investment discretion for the account is delegated in its entirety to an independent fiduciary and is not in any way, either directly or indirectly, shared with or retained by you;
o You certify in writing, at the start of your employment with Lord Abbett or upon the opening of a fully discretionary account and annually thereafter, that you have not and will not discuss any potential specific investment decisions with the independent fiduciary before any transaction; and
o The independent fiduciary provides written confirmation of your representations.
 
 

NOTE : Written confirmation from the independent fiduciary is not required for separately managed accounts sponsored by broker-dealers.

 

· New Lord Abbett Personnel must disclose to Lord Abbett’s Compliance Department at the start of their employment all pertinent facts regarding any account that is a Fully-Discretionary Account or in which you have a Beneficial Ownership interest.

 

III.        APPROVED BROKERAGE FIRMS

 

Brokerage accounts directly or beneficially owned by any Lord Abbett Personnel must be maintained at one or more of the approved firms identified in Appendix C, unless otherwise authorized by Lord Abbett’s General Counsel or Chief Compliance Officer.

 

NOTE : (1) You must obtain written consent from Lord Abbett prior to opening or otherwise establishing a brokerage account. You also must notify the brokerage firm in writing of your association with Lord Abbett.

 

(2) New Lord Abbett Personnel must notify Lord Abbett’s Code of Ethics Officer in the Compliance Department of any existing brokerage account and obtain written consent to maintain the account within thirty (30) calendar days of the start of employment.

 

(3) You must direct your brokerage firm(s) to send copies of all trade confirmations and monthly/quarterly statements (either in paper or electronically) to Lord Abbett’s Code of Ethics Officer in the Compliance Department.

 

IV.         TYPES OF INVESTMENTS AND TRANSACTIONS

 

There are four categories of investments and transactions:

· Permitted investments that DO NOT require preapproval
· Permitted investments that DO require preapproval
· Prohibited investments
· Prohibited transactions
 
 

 

è        Permitted Investments

The categories of Permitted Investments and Preapproval requirements are set forth in the chart below:

 

Preapproval Required Preapproval Not Required
Purchase or sale of common stock, corporate bonds, and
municipal bonds
Purchase of common stock or bonds
through automatic investment plan/dividend reinvestment plan
Purchase or sale of non-U.S. funds Sale of 300 shares or less of common stock
of an S&P 500 Index company
Purchase or sale of closed-end funds, exchange-traded funds (“ETFs”), and unit investment trusts (“UITs”) Receipt of securities through bankruptcy, insolvency, or  
non-discretionary corporate action
Purchase or sale of equity securities of a U.S. Instrumentality [5]

Purchase or sale of U.S. registered open-end mutual funds
(including all U.S. registered money market funds)

that do not trade on an exchange

  Purchase or sale of U.S. Government Securities, [6]
debt securities of a U.S. Instrumentality, and
Money Market Instruments [7]

 

è        Preapproval Requests

 

è What is preapproval?

 

Before you make certain investments, you must seek and receive permission from the Compliance Department. This requirement is referred to as “preapproval.”

 

è How do I request preapproval?

 

You must submit your preapproval requests to the Compliance Department through the Protegent PTA system (“Protegent PTA”), or in such other manner as may be directed by the Compliance Department.

 

è How long does an approval last?

 

Approved requests remain effective until the earlier of :

· The end of the second business day after the date of approval.

Example : If a preapproval request is approved on Monday, then you can trade until the close of business on Wednesday.

· You learn that Lord Abbett is considering purchasing for a Client the security that was the subject of your preapproval request.
 
 

 

If the effectiveness of an approval lapses for any reason, you must submit a new request and receive another approval before you may purchase or sell the security.

 

è Is there a limit on the number of preapproval requests I can make?

 

You may not submit more than 20 preapproval requests in any one calendar year, including requests submitted after the lapse of a previously-granted approval. Preapproval requests for ETF transactions, however, will not count against your annual preapproval request limit.

 

è Is there a limit on the number of transactions I can make?

 

You may not complete more than 10 transactions requiring preapproval in any one calendar year. Completed ETF transactions, however, will not count against your annual transaction limit.

 

è Who is responsible for keeping track of the number of preapproval requests and transactions I make?

 

You are responsible for ensuring that you do not exceed the number of permitted preapproval requests and transactions. At present, Protegent PTA cannot be relied on to prevent you from exceeding the permitted number of preapproval requests and transactions. Please contact Compliance with any questions regarding the application of the annual preapproval request and transaction limits.

 

è Are there any exemptions available for new Lord Abbett Personnel ?

 

Without regard to the foregoing limitations on the number of preapproval requests and transactions, the General Counsel or Chief Compliance Officer may, in writing and subject to any appropriate conditions, permit new Lord Abbett Personnel to sell during their first 30 days at Lord Abbett any securities held prior to becoming Lord Abbett Personnel.

 

è Are there any special restrictions for investment personnel ?

 

Lord Abbett Personnel who participate in non-public investor meetings (for example, earnings meetings/calls, analyst meetings, etc.) with company management or otherwise “cover” or “follow” a company, may not request preapproval to purchase or sell securities of that company for a period of 6 months after the later of the most recent investor meeting or termination of coverage of that company. Participation in web events and other broad forums for company management that are open to buy- and sell-side firms, on the other hand, will not be treated as non-public investor meetings with company management for purposes of the above restriction.

è Will there ever be a period during which my ability to obtain preapproval may be suspended by Lord Abbett ?

 

Lord Abbett may suspend your ability to engage in transactions that require preapproval during any business interruption or other period in which it is impracticable for the

 
 

Compliance Department to follow its normal procedures in responding to preapproval requests.

 

Special Preapproval Rules : See Appendix D for special preapproval rules for certain transactions involving spouses or domestic partners of Lord Abbett Personnel.

 

è        Prohibited Investments [8]

 

The following are prohibited investments under the Code:

· Futures or options on commodities, currencies, or other financial instruments
· Short sales or purchases on margin
· Options with respect to any security
· Initial public offerings or secondary public offerings
· Any security issued by a company (excluding exchange-traded funds and closed-end funds) with a market capitalization of less than $3 billion at the time of purchase
· Private Placement Securities [9]

NOTE : (1) A Fully Discretionary Account (and certain other accounts) for Lord Abbett Personnel may purchase Private Placement Securities. [10]

(2) Private Placement Securities that were owned prior to becoming Lord Abbett Personnel or that were acquired through an inheritance or other gift may be retained, but no additional discretionary purchases of these Private Placement Securities may be made.

(3) The General Counsel or the Chief Compliance Officer may exempt the following from this prohibition.

 

§ The purchase or holding of Private Placement Securities by Lord Abbett Personnel if such person determines there is no actual conflict with any Lord Abbett Client.
§ The receipt of Private Placement Securities by the spouses or domestic partners of Lord Abbett Personnel as compensation for their service as directors or employees of, or consultants to, a company.
§ The purchase of Private Placement Securities by the spouses or domestic partners of Lord Abbett Personnel to the extent required for their continued employment as directors or employees of, or consultants to, a company.

Any such exemptions will be reported to Lord Abbett’s Managing Partner promptly. [11]

 

è Prohibited Transactions

 

All Lord Abbett Personnel are subject to the trading prohibitions described below.
You may not :

· Trade on material non-public information, or fail to comply with Lord Abbett’s Insider Trading and Receipt of Material Non Public Information Policy and Procedure.
 
 
· Purchase or sell a security if there has been a determination to purchase or sell that security for a Client, or the purchase or sale is under consideration for a Client.
· Disclose information to anyone on other than on a need-to-know basis regarding a contemplated security transaction for a Client until that transaction has been completed or abandoned.
· Purchase or sell any security within 7 business days before or after any Client transactions in that security.

NOTE : (1) Any profits realized on these transactions will be forfeited to the relevant Client or as otherwise determined by Lord Abbett.

(2) The Chief Compliance Officer or the General Counsel may exempt any transaction from this requirement if the transaction for the Lord Abbett Personnel had no material effect on and/or did not benefit from the Client transaction(s).

· Engage in market timing activities with respect to any Lord Abbett Fund or any other mutual fund advised or subadvised by Lord Abbett.
· Own 5% or more of the outstanding shares of any non-affiliated fund ( i.e. , any U.S. registered open-end fund not managed or subadvised by Lord Abbett). [12]
· Profit in the purchase and sale, or the sale and purchase, of the same (or equivalent) securities, within 60 calendar days.

NOTE : (1) Holding periods are calculated based on a “first-in, first-out” methodology.

(2) Any profits realized on these short-term transactions will be forfeited to the relevant Client or as otherwise determined by Lord Abbett.

 

 
 

 

V. REQUIRED MINIMUM HOLDING PERIODS

 

è        General

 

Lord Abbett Personnel must hold certain mutual fund shares for a minimum of 30 days after purchase.

 

è        Covered Funds

The minimum 30-day holding period applies to:

· All Lord Abbett Funds other than Lord Abbett Money Market Fund [13]
· Any other funds advised or subadvised by Lord Abbett
· Any fund held in a Lord Abbett 401(k) Retirement Plan account other than Lord Abbett Money Market Fund

 

è        Types of Accounts

 

The minimum 30-day holding period applies to all accounts otherwise covered by the Code, including Lord Abbett 401(k) Retirement Plan accounts.

 

è        Calculation of Holding Periods

 

Holding periods are calculated on a “first-in, first-out” basis.

 

è        Exceptions to Holding Period Requirements

The minimum 30-day holding period does not apply to:

· Sales or exchanges of a fund within 30 days after purchase as the default investment choice for automatic enrollees in the Lord Abbett 401(k) Retirement Plan.
· Exchanges of Lord Abbett Fund shares for shares of a newly-offered Lord Abbett Fund for a period of up to 90 days after such newly-offered Fund first accepts investments.

 

è        Requests for Exceptions

 

Requests for additional exceptions to the minimum 30-day holding period will be considered on a case-by-case basis. Any such request must be approved by Lord Abbett’s Managing Partner and General Counsel or Chief Compliance Officer.

 

è        Board Reporting

 

Lord Abbett will report any approved exception to the Audit Committees of the Lord Abbett Funds.

 

 
 

 

VI. REPORTS AND CERTIFICATIONS

 

è        Initial and Annual Holdings Reports

 

Lord Abbett Personnel must, except as shown in the table below, submit a report detailing all of their personal investments using the required form or as otherwise directed by the Compliance Department when they start their employment at Lord Abbett and annually thereafter.

 

Holdings Not Required to be Included in Initial and Annual Holdings Reports  
Lord Abbett Funds purchased directly from Fund
or through Lord Abbett 401(k) Retirement Plan
 
Non-Affiliated Funds [14]  
Any U.S. registered money market fund (including Lord Abbett Money Market Fund)  
 
 
U.S. Government Securities  
Money Market Instruments  
 

 

Examples of holdings that must be included in initial and annual holdings reports include, without limitation :

 

· Lord Abbett Funds held through a brokerage account
· U.S. registered open-end funds advised or subadvised by Lord Abbett
· Non-U.S. funds
· Closed-end funds, ETFs, and UITs
· Common stock
· Corporate or municipal bonds
· Debt or equity securities of a U.S. Instrumentality
 
 

 

è        Quarterly Transaction Reports

 

Lord Abbett Personnel must, except as shown in the table below, submit a quarterly report through Protegent PTA regarding all of their personal securities transactions in accordance with the requirements below.

 

Transactions Not Required to be Included in Quarterly Transaction Reports  
Purchase of Lord Abbett Funds directly from Fund or
through Lord Abbett 401(k) Retirement Plan and redemptions
 
Purchase or sale of Non-Affiliated Funds  
Purchase or sale of any U.S. registered money market fund
(including Lord Abbett Money Market Fund)
 
 
 
Purchase of common stock through reinvestment of dividends or
through an automatic investment plan made in accordance with predetermined schedule
 
Purchase or sale of U.S. Government Securities  
Purchase or sale of debt securities of a U.S. Instrumentality  
Purchase or sale of Money Market Instruments  

 

Examples of transactions that must be included in quarterly transaction reports include, without limitation , the purchase or sale of:

 

· Lord Abbett Funds held through a brokerage account
· U.S. registered open-end funds advised or subadvised by Lord Abbett
· Non-U.S. funds
· Closed-end funds, ETFs, and UITs
· Common stock
· Corporate or municipal bonds
· Equity securities of a U.S. Instrumentality

 

NOTE : You must submit a quarterly transaction report to the Compliance Department even if you had no reportable transactions during that quarter .

 

 
 

 

è        Annual Certifications

 

Lord Abbett Personnel must, on an annual basis, make certain certifications through Protegent PTA or in such other manner as directed by the Compliance Department, including, without limitation , that they:

· Have received, read, and understand the Code and any amendments to the Code
· Recognize they are subject to the Code
· Have complied with the requirements of the Code
· Have disclosed or reported all transactions required to be disclosed or reported

 

è        Due Dates for Reports and Certifications

 

Report Filing Due Date Information Current As Of
  Initial Holdings Report 10 days after becoming  
Lord Abbett Personnel
At least 45 days prior to becoming Lord Abbett Personnel  
  Annual Holdings Report January 31st Calendar Year End  
  Quarterly Transaction Report 30 days after calendar quarter Calendar Quarter  
  Annual Certification January 31st N/A  
         

 

VII. ADMINISTRATION OF CODE

è        Distribution of Code and Amendments

 

The Compliance Department will ensure that copies of the Code are provided to Lord Abbett Personnel, Independent Board Members, and temporary employees and consultants in accordance with the table below.

 

Applicable Party When Provided
Lord Abbett Personnel At start of employment
Temporary employees and consultants After six-month anniversary
Independent Board Members At appointment or election to Board

 

The Compliance Department will ensure that copies of any amendment to the Code also are provided as soon as reasonably practicable after approval. Documents may be provided through paper, electronic, or internet-based means.

 

è        Administration and Enforcement of Code

 

 
 

The General Counsel and the Chief Compliance Officer are responsible for administering and enforcing the Code, and they may appoint one or more designees to aid them in carrying out their responsibilities. The Compliance Department is responsible for reviewing transaction and holdings reports, and certifications, and processing preapproval requests. The Compliance Department will establish such procedures and conduct such oversight in assessing compliance with the Code as the Chief Compliance Officer, in consultation with the General Counsel, deems appropriate. All personal transaction and holdings reports and preapproval requests submitted by the Chief Compliance Officer must be reviewed by the General Counsel.

 

è        Reporting Violations

Any violation of the Code must be reported promptly to the Chief Compliance Officer, or, in his absence, to the General Counsel. The Chief Compliance Officer will bring to the attention of the Audit Committees of the Lord Abbett Funds any violation of the Code, and the action, if any, taken by Lord Abbett in response to such violation. The Audit Committee may recommend that it is appropriate to take additional or different action. The record of any Code violation discussion will be made a part of the permanent records of the Audit Committees.

 

è        Sanctions

 

Lord Abbett may take any action against a violator as it deems appropriate, up to and including suspension or termination from the firm.

 

è        Board Reporting

The Chief Compliance Officer, in consultation with the General Counsel, will prepare an “Annual Issues and Certification Report” to the Board that among other things:

· Summarizes Lord Abbett's procedures concerning personal investing.
· Identifies and summarizes any changes or recommended changes to those procedures.
· Certifies that Lord Abbett’s procedures are reasonably designed to prevent violations of the Code.
· Summarizes any violations of the Code over the past year and any sanctions imposed.

 

è        Exemptions

Lord Abbett’s Managing Partner, General Counsel, or Chief Compliance Officer may exempt a proposed transaction or series of transactions from one or more provisions of the Code if it is determined that the proposal is consistent with the policy and purposes underlying the Code. [15]

 
 

APPENDIX A

SPECIAL RULES FOR INDEPENDENT BOARD MEMBERS

 

è         Preapproval and Reporting Requirements

 

General : The Independent Board Members generally will not receive information that will subject their personal securities transactions to the requirements of this Code. Therefore, Independent Board Members generally are not required to :

· Obtain preapproval from the Compliance Department to purchase or sell securities.
· Submit holdings and transaction reports to the Compliance Department.
o This rule also applies to options received or exercised by Independent Board Members who are directors or employees of, or consultants to, a company, along with the sale of the securities underlying the options.

 

Voluntary Preapproval : Independent Board Members may voluntarily seek preapproval of any securities transaction at any time.

 

Exception Where Preapproval Required : If, at a meeting or otherwise, an Independent Board Member learns of Lord Abbett’s or a Lord Abbett Fund’s current or contemplated investment transaction in any company, then the Independent Board Member must:

· Promptly report this information to the Chief Compliance Officer.
· Obtain preapproval in accordance with the Code for any personal securities transactions in that company during the 30 day period after learning such information, in accordance with Section IV of the Code.

 

Exception Where Quarterly Transaction Reporting Required : An Independent Board Member must submit a quarterly transaction report to the Compliance Department pursuant to Section VI of the Code when he/she knows, or in the ordinary course of fulfilling his or her official duties as an Independent Board Member should have known, at the time of such transaction, that during the 15-day period immediately before or after the date of the transaction ( i.e. , a total of 30 days) such security was or was to be purchased or sold by any Lord Abbett Fund or such a purchase or sale was or was to be considered by a Lord Abbett Fund. If an Independent Board Member enters into any such transaction, he/she must report all securities transactions effected during the quarter for his or her account or for any account in which he/she has a Beneficial Ownership interest, unless it is a Fully-Discretionary Account.

 

Brokerage Statements : Independent Board Members must direct their brokerage firms to send copies of all trade confirmations and monthly/quarterly statements (either in paper or electronically) to the Code of Ethics Officer in the Compliance Department.

 
 

è        Trading Prohibitions

 

Independent Board Members generally are subject to the Prohibited Transactions provision in Section IV of the Code. [16]

 

è         Other Board Positions

 

Prior to becoming a director of any public company, Independent Board Members must advise Lord Abbett's Managing Partner and discuss whether accepting such appointment creates any conflict of interest or other issues.

 

è        Annual Certification Requirement for Independent Board Members

 

Independent Board Members must comply with the annual certification requirement referenced in Section VI of the Code.

 
 

APPENDIX B

 

SPECIAL RULES FOR TEMPORARY EMPLOYEES AND CONSULTANTS

 

Temporary employees and consultants are subject to the following rules:

· Temporary employees and consultants who work at Lord Abbett for more than 6 months are subject to all preapproval and reporting requirements in the same manner as Lord Abbett Personnel.
· Temporary employees and consultants who work at Lord Abbett for more than 12 months must maintain any direct or beneficially owned brokerage accounts only at the approved firms identified in Appendix C, unless otherwise authorized by the Chief Compliance Officer or the General Counsel.

NOTE : For purposes of applying these rules, a former temporary employee or consultant who re-engages with Lord Abbett must count the period of every prior Lord Abbett engagement unless more than 6 months have lapsed since the most recent engagement.

 

 
 

APPENDIX C

 

LIST OF APPROVED BROKER-DEALERS

 

Merrill Lynch* Citi
Bank of America* UBS
Edward Jones Fidelity
Linsco/PrivateLedger Schwab
Wells Fargo Met Life
Raymond James Morgan Stanley/Smith Barney

 

* Bank of America and Merrill Lynch are on separate trading platforms.

 
 

APPENDIX D

 

SPECIAL PRECLEARANCE RULES FOR SPOUSES OR DOMESTIC PARTNERS OF LORD ABBETT PERSONNEL

 

è        Stock Options

 

If your spouse or domestic partner is a director or an employee of, or a consultant to, a company, his/her receipt and exercise of options to acquire securities of that company (or an affiliate) and the sale of the securities underlying those options are subject to the specific preapproval and transaction reporting requirements below.

 

Preapproval and Quarterly Transaction Reporting Required Preapproval and Quarterly Transaction Reporting Not Required
Sale of underlying securities in connection with “cashless” exercise of options by spouse/domestic partner Receipt of options by spouse/domestic partner
Sale of underlying securities
after initial “cash exercise”
of options by spouse/domestic partner
Exercise of options without
sale of underlying securities
(i.e., “cash exercise” of options) by spouse/domestic partner

 

è        Private Placement Securities

 

If your spouse or domestic partner is a director or an employee of, or a consultant to, a company and holds Private Placement Securities pursuant to an exemption received from the General Counsel or the Chief Compliance Officer as described in Section IV of the Code under the heading “Prohibited Investments – Private Placement Securities,” you must:

 

· Obtain preapproval for sales of those Private Placement Securities.
· Include sales of those Private Placement Securities in your quarterly transaction reports.
· Include those Private Placement Securities in your annual holdings reports.

 

 
 

APPENDIX E

NOTES


[1] Fully Discretionary Accounts may be maintained at brokerage firms not on Lord Abbett’s list of approved firms, are not subject to preapproval or transaction limitations, or minimum holding period requirements, and may purchase (1) options on securities, (2) futures or options on commodities, currencies, or other financial instruments, and (3) Private Placement Securities, all of which are otherwise limited or prohibited under the Code.

[1] .        “ Federal Securities Laws ” includes 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, the Commodity Exchange Act, Title V of the Gramm-Leach Bliley Act, and any rules adopted by the SEC or the Commodities Futures Trading Commission under any of those statutes, the Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

[2] .       Lord Abbett Personnel also must comply with all applicable Lord Abbett policies and procedures, including the Insider Trading and Receipt of Material Non Public Information Policy and Procedure, Gifts and Entertainment Policies and Procedures and Whistleblower Policy and Procedures.

[3] .        The term “ security ” means any: (i) common or preferred stock, bond, debenture or, in general, any instrument commonly known as a security under the Federal Securities Laws; (ii) any separate security which is convertible into, exchangeable for, or which carries a right to purchase or sell, a security, including warrants; and (iii) an option, futures contract, option on a futures contract, and swap where the reference asset is a security, a securities index, or other financial indicator.

[4] .        “ Beneficial Ownership ” will be interpreted in the same manner as it would be under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder. Examples of “Beneficial Ownership” include: (i) securities held by your immediate family sharing the same house with you (with certain exceptions). For purposes of the Code, immediate family includes spouse, child, and a domestic partner (of the same or opposite gender) that has been identified to Lord Abbett through enrollment in Lord Abbett’s medical, dental, or vision insurance benefit coverage (; (ii) your interest in securities held by a general or limited partnership where you are a general partner; (iii) your interest in securities held in trust as trustee, beneficiary or settlor; and (iv) your right to acquire securities through options, rights, or other derivative securities ( e.g. , stock options or restricted stock from a former employer).

[5]        “ U.S. Instrumentality ” means any U.S. Government agency, authority, or instrumentality, including, without limitation, the Government National Mortgage Association, the Export-Import Bank, the Small Business Administration, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank, and the Tennessee Valley Authority.

[6] .        “ U.S. Government Securities ” means securities issued by the United States Treasury, including, without limitation, U.S. Treasury bills, notes, and bonds.

[7] .        “ Money Market Instruments ” includes bankers’ acceptances, bank certificates of deposit, commercial paper, or other high quality short-term debt instruments (including repurchase agreements).

[8] .        Lord Abbett reserves the right to make exceptions in advance of such trading based upon unusual facts and circumstances.

[9] .        “ Private Placement Securities ” refers to securities that are sold in transactions that are exempt from registration with the Securities and Exchange Commission under the Securities Act of 1933 and related rules. A typical example would be interests in a hedge fund.

[10] .       The other accounts in which Private Placement Securities may be purchased are: any government plan; any collective trust fund consisting solely of retirement assets; or any stock bonus, pension, or profit sharing trust for any Lord Abbett Associate that meets the requirements for qualification under Section 401 of the Internal Revenue Code of 1986.

[11] .        Any holdings of, and transactions in, Private Placement Securities remain subject to all other applicable preapproval and transaction and holding reporting requirements of the Code.

 

[12] .        Your ownership of 5% or more of the outstanding shares of any Non-Affiliated Fund (as defined in Note 15 below) will not result in the imposition of any sanctions as long as you reduce your ownership below 5% within 60 days from the date you knew or should have known that your ownership was equal to or exceeded the 5% limit.

[13] .       “ Lord Abbett Money Market Fund ” means Lord Abbett U.S. Government and Government Sponsored Enterprises Money Market Fund.

[14] .        “ Non-Affiliated Fund ” means any U.S. registered open-end fund that is not advised or subadvised by Lord Abbett.

[15] .        Such persons may not, however, exempt their own transactions from the Code.

[16] .       Independent Board Members are not, however, subject to the prohibitions listed in the fourth, sixth, and seventh bullet points under the heading “Trading Prohibitions” in Section IV of the Code.

TEXT BOX: CODE OF ETHICS:
SUMMARY OF CONDUCT AND 
PERSONAL TRADING

-

Policy

PIMCO’s Code of Ethics sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your actions and your personal securities transactions.

All employees must read and understand the Code.

 

 

 

Effective Date: May 2009

Last Revised Date: July 2017

 

 

 
 

PIMCO’s Code of Ethics (“Code”) contains the rules that govern your conduct and personal trading. These rules are summarized below. Please see the Code* for more details.

You have the following Fundamental Responsibilities:

· You have a duty to place the interests of Clients first
· You must avoid any actual or potential conflict of interest
· You must not take inappropriate advantage of your position at PIMCO
· You must comply with all applicable Securities and Commodities Laws

You must preclear and receive approval for your Personal Securities Transactions, unless an exemption is available. A Personal Securities Transaction is a very broad concept and includes transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes. Make sure you know whether your trade is covered by this Code by checking the definitions found in Appendix I. You can preclear and receive approval for your trade by the following two-step process:

Step 1: To preclear a trade, you must input the details of the proposed trade into the TradeClear system (accessible through the PIMCO Intranet) and follow the instructions.

Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your request changes, you must repeat the preclearance process prior to undertaking the transaction.

Generally, certain types of transactions, such as purchases or sales of government securities, open-end mutual funds, and interval funds, do not require preclearance and approval. See Sections III.C.2. and III.C.3. of the Code for specific guidance.

However Portfolio Persons are subject to more restrictive pre-clearance requirements that are specifically provided in Section III.C.2.a.

Black-Out Periods for Portfolio Persons:

· Purchases or sales prior to, and including, seven calendar days before a Client trade in the same Security, Derivative, commodity or currency Financial Instrument or any Related Financial Instrument (each as defined in Appendix I)
· Purchases or sales within three calendar days following a Client trade in the same Financial Instrument or any Related Financial Instrument

Provisions that may restrict your Personal Securities Transactions:

· When there are pending client orders in the same Financial Instrument or a Related Financial Instrument
· Initial public offerings (with certain exemptions for fixed income and other securities)
· Private Placements and hedge funds
· Investments in Allianz SE
· Black-out periods in closed-end funds advised or subadvised by PIMCO
· Securities on PIMCO’s Trade Restricted Securities List
· Section 16 holding periods

* Capitalized terms are defined in Appendix I.

 
 

The Code has other requirements that may restrict your personal securities transactions in addition to those summarized above. Please review the entire Code. Remember that you can be sanctioned for failing to comply with the Code. If you have any questions, please ask a Compliance Officer.

 

PIMCO CODE OF ETHICS

I. INTRODUCTION

This Code of Ethics (this “Code”) sets out standards of conduct to help PIMCO’s directors, officers and employees (each, an “Employee” and collectively, the “Employees”) [1] avoid potential conflicts that may arise from their actions and their Personal Securities Transactions. You must read and understand this Code. [2] A Compliance Officer is the person responsible for administering this Code and can assist you with any questions.

II. YOUR FUNDAMENTAL RESPONSIBILITIES

PIMCO insists on a culture that promotes honesty and high ethical standards. This Code is intended to assist Employees in meeting the high ethical standards PIMCO follows in conducting its business. The following general fiduciary principles must govern your activities:

· You have a duty to place the interests of Clients first
· You must avoid any actual or potential conflict of interest
· You must not take inappropriate advantage of your position at PIMCO
· You must comply with all applicable Securities and Commodities Laws

If you violate this Code or its associated policies and procedures PIMCO may impose disciplinary action against you, including fines, disgorgement of profits, and possibly suspension and/or dismissal.

III. PERSONAL INVESTMENTS
A. In General

In general, when making personal investments you must exercise extreme care to ensure that you do not violate this Code and your fiduciary duties. You may not take inappropriate advantage of your position at PIMCO in connection with your personal investments. This Code covers the personal investments of all Employees and their Immediate Family Members (e.g., persons sharing the same household as the Employee). Therefore, you and your Immediate Family Members must conduct all your personal investments consistent with this Code.

B. Disgorging Short-Term Trading Profits (“30 Calendar Day Rule”)

PIMCO discourages its employees from engaging short-term trading strategies for their own accounts. Any excessive or inappropriate trading that, in PIMCO’s view, interferes with job performance, or compromises the duty that PIMCO owes to its Clients, will not be tolerated. Employees must always conduct their personal trading activities lawfully, properly and responsibly.

Except as noted below, PIMCO employees shall disgorge any gains that result from executing a transaction in a Financial Instrument that requires preclearance under the Code (as provided in Section III.C.) and then

 
 

affirmatively executing an opposite way transaction (buying and then selling, or selling and then buying at a lower price) in the same Financial Instrument within 30 calendar days. This applies across all brokerage accounts.

For purposes of the 30 calendar day calculation, the date of the transaction is considered day one. Please note, profits are calculated differently under this rule than they would be for tax purposes. Also, it is important to know that transaction costs and potential tax liabilities will NOT be offset against the amount that must be surrendered under this rule. [3]

Profits from such trades must be disgorged in a manner acceptable to a Compliance Officer. Any disgorgement amount shall be calculated by the Compliance Officer or their designee(s), the calculation of which shall be binding.

Note, an option transaction containing an initial expiration date within the 30 calendar days, as described above, of purchase or sale is considered to be a short-term trading strategy and is subject to the 30 Calendar Day Rule.

The following transactions are excluded from the 30 Calendar Day Rule :

1. Transactions that are exempt from the preclearance and approval requirement as provided in Sections III.C.2. and III.C.3. of the Code (i.e., Exempt Reportable Transactions and Exempt Transactions as defined below). For purposes of this exclusion, although Portfolio Persons must observe the preclearance requirements specified in Section II.C.2.a., Portfolio Persons’ transactions in direct obligations of the U.S. Government, or any other national government are excluded from the 30 Calendar Day Rule.
2. Transactions that ‘roll forward’ options or Futures; that is, the simultaneous closing and opening of options or Futures solely in order to extend the expiration or maturity of the initial position to the month immediately following such expiration or maturity, but that otherwise maintains the economic features (e.g., size and strike price) of the position (when a transaction is rolled forward the transaction date for purposes of calculating compliance with the 30 Calendar Day Rule will be the date of the initial purchase and not the date of the roll forward transaction).

Note: Notwithstanding the exclusion from the 30 Calendar Day Rule, transactions that roll forward options or Futures positions are still subject to the applicable preclearance requirements of the Code.

3. Transactions in cash-equivalent ETFs provided permission is obtained from Compliance in advance.
4. Transactions in which the gains to be disgorged pursuant to the 30 Calendar Day Rule amount to less than $25.
Prior to transacting, all Employees must represent in their preclearance request that the transaction is not in contravention of the 30 Calendar Day Rule.

 

C. Preclearance and Approval of Personal Securities Transactions

You must preclear and receive prior approval for all your Personal Securities Transactions unless your Personal Securities Transaction is subject to an exemption under this Code.

The Preclearance and Approval Process described below applies to all Employees and their Immediate
Family Members.

 

 
 
1. Preclearance and Approval Process

Preclearance and approval of Personal Securities Transactions helps PIMCO prevent certain investments that may conflict with Client trading activities. Except as provided in Sections III.C.2. and III.C.3. below, you must preclear and receive prior approval for all Personal Securities Transactions by following the two-step preclearance and approval process: [4]

The Preclearance and Approval Process is a two-step process:

Step 1: To preclear a trade, you must input the details of the proposed trade into the TradeClear system (accessible through the PIMCO Intranet) and follow the instructions. See Sections III.C.2. and III.C.3. for certain transactions that do not require preclearance and approval.

Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your preclearance request changes, you must repeat the preclearance process prior to undertaking the transaction.

Note: If you place a Good-until-Canceled (“GTC”) or Limit Order and the order is not fully executed or filled by the end of the following business day (midnight local time), you must repeat the preclearance process.

 

2. Transactions Excluded from the Preclearance and Approval Requirement (but still subject to the Reporting Requirements)

Except as otherwise provided below, you are not required to preclear and receive prior approval for the following Personal Securities Transactions, although you are still responsible for complying with the reporting requirements of Section V. of this Code for these transactions (each, an “Exempt Reportable Transaction”):

a. Purchases [5] or sales of direct obligations of the U.S. Government or any other national government, however, if you are a Portfolio Person, as defined in the Code, you are required to preclear and receive prior approval for purchases and sales of direct obligations of the U.S. Government or any other national government except as set forth in Section III.C.3.f. below;
b. The acquisition or disposition of a Financial Instrument as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to such holders of a class of Financial Instrument or, with respect to Financial Instruments except Futures, assignment or call pursuant to an options contract;
c. Transactions in open-end mutual funds or interval funds (including those held through a variable insurance product account) managed or sub-advised by PIMCO or an Allianz affiliated entity (i.e., funds managed or sub-advised by PIMCO or an Allianz affiliated entity must be reported but do not need to be precleared). The Compliance department has access to information on your holdings in PIMCO private funds and open-end mutual funds in your PIMCO/Allianz 401(k). However, your PCRA, deferred compensation plans, Fund Invest and Allianz Employee Stock Purchase Plan must be reported to compliance;
 
 
d. Transactions in any Non-Discretionary Account (i) over which neither you nor an Immediate Family Member exercises investment discretion; (ii) have no notice of specific transactions prior to execution; or (iii) otherwise have no direct or indirect influence or control. You must still report the account, including the name of any broker, dealer or bank with which you have an account. You must contact the Compliance Officer if you have this type of account;
e. Transactions pursuant to an Automatic Investment Plan, except that transaction overriding the Automatic Investment Plan’s predetermined schedule and allocation must be precleared and approved
f. Transactions in accounts held on automated asset allocation platforms over which neither you nor an Immediate Family Member exercises any investment discretion, including with respect to the Financial Instruments involved in such transactions and the allocation percentages utilized within the asset allocation platform. You must contact the Compliance Officer if you have this type of account.

 

It is important to remember that transactions in Closed-End Funds and ETFs are subject to the preclearance and blackout period requirements.

 

3. Transactions Excluded from the Preclearance and Approval Requirement and
Reporting Requirements

All Personal Securities Transactions by Employees must be reported under the Code with a few limited exceptions set forth below. The following Personal Securities Transactions are exempt from the reporting requirements provided in Section V. of the Code (each, an “Exempt Transaction”):

a. Purchases or sales of bank certificates of deposit ("CDs"), bankers acceptances, commercial paper and other high quality short-term debt instruments (with a maturity of less than one year), including repurchase agreements;
b. Purchases which are made by reinvesting dividends (cash or in-kind) on a Financial Instrument including reinvestments pursuant to an Automatic Investment Plan;
c. Purchases/sales of physical currencies or physical commodities not for investment purposes;
d. Purchases or sales of open-end mutual funds or interval funds (including those held through a variable insurance product direct account) not managed or sub-advised by PIMCO or an Allianz affiliated entity (i.e., open–end mutual funds and interval funds are not required to be reported unless the fund is managed or sub-advised by PIMCO or an Allianz affiliated entity). Transactions in open-end funds and interval funds do not need to be precleared;
e. Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO or an Allianz affiliated entity; and
f. Purchases of direct obligations of the U.S. Government where such transactions are effected via non-competitive bid through the U.S. Department of the Treasury’s TreasuryDirect system.

 

D. Additional Requirements Applicable to Portfolio Persons

If you are a “Portfolio Person” [6] with respect to a Client transaction, you are subject to the blackout periods listed below. Note that transactions that do not require preclearance under Sections III.C.2. and III.C.3. of the

 
 

Code are not subject to these blackout periods. Regardless of whether you are required to preclear your trade, you must not take inappropriate advantage of your position as a Portfolio Person in violation of the Code.

1. Purchases and sales prior to, and including, seven calendar days prior to a Client trade

A Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days before transacting in the same Financial Instrument or a Related Financial Instrument for a Client. Similarly, a Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days if the Portfolio Person knows of another Portfolio Person’s intention to transact in the same Financial Instrument for a Client. Thus, if you personally transact within seven calendar days (inclusive) of a Client trade in the same or Related Financial Instrument, your personal securities transaction will be considered a violation of the Code of Ethics unless the client trade was directed by someone else without your knowledge or you obtain prior approval from Compliance.

Specific conditions for research analysts

A research analyst may not transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument that such research analyst is analyzing for a Client (whether such analysis was requested by another person or was undertaken on the research analyst's own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been selected or rejected for purchase or sale for a Client account or until the research analyst obtains permission to transact in the same Financial Instrument or a Related Financial Instrument from a senior supervisor and a Compliance Officer.

2. Purchases and sales within three calendar days following a Client trade

A Portfolio Person may not transact in a Financial Instrument within three calendar days after (i) transacting in the same Financial Instrument or a Related Financial Instrument for a Client; or (ii) a Client’s transaction in the same Financial Instrument or a Related Financial Instrument if the Portfolio Person knows that another Portfolio Person has transacted in such Financial Instrument or a Related Financial Instrument for a Client.

3. Specific provisions for Real Estate Portfolio Persons with respect to PIMCO advised private funds that invest in real estate [7]

Real Estate Portfolio Persons must report Personal Real Estate Investment Transactions [8] and pre-clear and receive prior approval of certain Personal Real Estate Investment Transactions.

Please refer to Appendix II for a discussion of the pre-clearance and reporting requirements for Personal Real Estate Investment Transactions.

Please note that Personal Real Estate Investment Transactions that constitute Private Placements are Personal Securities Transactions and must be pre-cleared and receive prior approval in accordance with Section III.C of the Code.

Prior to transacting, Portfolio Persons must represent in their preclearance request that they are not aware of any pending trades or proposed trades in the next seven calendar days in the same Financial Instrument or a Related Financial Instrument for any Client. Please consider the timing of your personal trades carefully.

 

 

 
 
E. Provisions that May Restrict Your Trading

If your Personal Securities Transaction falls within one of the following categories, it will generally be denied by the Compliance Officer. It is your responsibility to initially determine if any of the following categories apply to your situation or transaction:

1. Pending Orders

If the gross aggregate market value exposure of your transaction in the Financial Instrument requiring preclearance over a 30 calendar day period across all your Personal Brokerage Accounts exceeds $25,000 and (i) the Financial Instrument or a Related Financial Instrument has been purchased or sold by a Client on that day; or (ii) there is a pending Client order in the Financial Instrument or a Related Financial Instrument then you CANNOT trade the Financial Instrument or any Related Financial Instrument on the same day and your preclearance request will be denied. This prohibition is in addition to any other requirements or prohibitions in this Code that may be applicable (e.g., under “III.D. Additional Requirements Applicable to Portfolio Persons”).

As a general matter, transactions up to $250,000 per day in common stock publicly issued by an issuer, and options thereon, included in the Standard & Poor’s 500 Index (“S&P 500 ® Index”) will be permitted (subject to any other applicable requirements of the Code, such as the preclearance and blackout period requirements). Note, with respect to an option transaction, exposure is measured by the underlying notional value of the option.

Transactions that ‘roll forward’ Futures contracts or Options on Futures contracts may be approved.  Such a roll forward is considered to be the simultaneous closing and opening of Futures or Options on Futures solely to extend the expiration or maturity of the previous position to the next available contract period immediately following such expiration or maturity, but that otherwise maintains the same economic features (e.g., size and strike price) of the position.

2. Initial Public Offerings, Private Placements and Investments in Hedge Funds

As a general matter, you should expect that most preclearance requests involving initial public offerings (except for fixed-income, preferred, business development companies, registered investment companies, commodity pools and convertible securities offerings) will be denied. If your proposed transaction is an initial public offering, a private placement, or an investment in a hedge fund, the Compliance Officer will determine whether the investment opportunity should be reserved for Clients.

3. Allianz SE Investments

You may not trade in shares of Allianz SE during any designated blackout period. In general, the trading windows end six weeks prior to the release of Allianz SE annual financial statements and two weeks prior to the release of Allianz SE quarterly results. This restriction applies to the exercise of cash-settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz SE. Allianz SE blackout dates are communicated to employees and are posted on the employee trading center. A list of such blackout periods is accessible through the PIMCO Intranet.

4. Blackout Period in any Closed End Fund Advised or Sub-Advised by PIMCO

You may not trade any closed end fund advised or sub-advised by PIMCO during a designated blackout period. A list of such blackout periods is accessible through the PIMCO Intranet.

5. Trade Restricted Securities List

The Legal and Compliance department maintains and periodically updates the Trade Restricted Securities List that contains certain securities that may not be traded by Employees. The Trade Restricted Securities List is not distributed to employees, but requests to purchase or sell any security on the Trade Restricted

 
 

Securities List will be denied.

6. Section 16 Holding Periods

If you are a reporting person under Section 16 of the Securities Exchange Act of 1934, with respect to any closed end fund advised or subadvised by PIMCO, you are subject to a six month holding period and you must make certain filings with the SEC. It is your responsibility to determine if you are subject to Section 16 requirements and to arrange for appropriate filings. Please consult a Compliance Officer for more information.

F. Excessive Trading and Market Timing of Mutual Fund Shares.

The issue of excessive trading and market timing by mutual fund shareholders is serious and not unique to PIMCO. You are subject to the terms and restrictions of an open-end mutual fund’s prospectus, including restrictions such fund may impose on excessive trading. You may not engage in trading of shares of an open-end mutual fund that is inconsistent with the prospectus of that fund.

G. Your Actions are Subject to Review by a Compliance Officer and Your Supervisor

The Compliance Officer may undertake such investigation as he or she considers necessary to determine if your proposed trade complies with this Code, including post-trade monitoring. The Compliance Officer may impose measures intended to avoid potential conflicts of interest or to address any trading that requires additional scrutiny.

In addition to the Compliance Officer, your supervisor may, unless restricted by relevant regulations, review your personal trading activity on a periodic or more frequent basis. This individual will work with the Compliance Officer on any such reviews.

H.     Consequences for Violations of this Code

1. If determined appropriate by the General Counsel or Compliance Officer you may be subject to remedial actions (a) if you violate this Code; or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, imposition of a fine, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction.
2. PIMCO’s General Counsel or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, to impose the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the General Counsel or Compliance Officer may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.
IV. YOUR ONGOING OBLIGATIONS UNDER THIS CODE

This Code imposes certain ongoing obligations on you. If you have any questions regarding these obligations please contact the Compliance Officer.

A. Insider Trading

The fiduciary principles of this Code and Securities and Commodities Laws prohibit you from trading based on material, non-public information (“MNPI”) received from any source or communicating this information to others. [9] If you believe you may have access to material, non-public information or are unsure about whether information is

 
 

material or non-public, please consult a Compliance Officer and the PIMCO MNPI Policy. Any violation of PIMCO’s MNPI Policy may result in penalties that could include termination of employment with PIMCO.

B. Compliance with Securities Laws

You must comply with all applicable Securities and Commodities Laws.

C. Duty to Report Violations of this Code

You are required to promptly report any violation of this Code of which you become aware, whether your own or another Employee’s. Reports of violations other than your own may be made anonymously and confidentially to the Compliance Officer.

D. Right to Communicate Directly with Governmental, Regulatory or Self-Regulatory Bodies

This Code will not be interpreted or applied in any manner that would violate any PIMCO employee’s legal rights as an employee under applicable law. For example, nothing in this Code or Appendices attached hereto prohibits or in any way restricts any PIMCO employee from reporting possible violations of law or regulation to, otherwise communicating directly with, cooperating with or providing information to any governmental or regulatory body or any self-regulatory organization or making other disclosures that are protected under applicable law or regulations of the Securities and Exchange Commission or any other governmental or regulatory body or self-regulatory organization. A PIMCO employee does not need prior PIMCO authorization before taking any such action and a PIMCO employee is not required to inform PIMCO if he or she chooses to take such action.

V. YOUR REPORTING REQUIREMENTS
A. On-Line Certification of Receipt and Quarterly Compliance Certification

You will be required to certify your receipt of this Code. On a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. You will also be required to certify your ongoing compliance with this Code on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.

B. Reports of Securities Holdings

You and your Immediate Family Members must report all your Personal Brokerage Accounts and all transactions in your Personal Brokerage Accounts unless the transaction is an Exempt Transaction. You must agree to allow your broker-dealer to provide the Compliance Officer with electronic reports of your Personal Brokerage Accounts and transactions and to allow the Compliance department to access all Personal Brokerage Account information. You will also be required to certify that you have reported all of your Personal Brokerage Accounts to the Compliance Officer on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.

1. Approved Brokers

You and your Immediate Family Members must maintain your Personal Brokerage Accounts with an Approved Broker. The list of Approved Brokers is accessible through the PIMCO Intranet.

If you maintain a Personal Brokerage Account at a broker-dealer other than at an Approved Broker, you will need to close those accounts or transfer them to an Approved Broker within a specified period of time as determined by the Compliance Officer. Upon opening a Personal Brokerage Account at an Approved Broker, Employees are required to disclose the Personal Brokerage Account to the Compliance Officer. By maintaining your Personal Brokerage Account with one or more of the Approved Brokers, you and your Immediate Family Member’s quarterly and annual trade summaries will be sent directly to the Compliance department for review.

 
 
2. Initial Holdings Report

Within ten calendar days of becoming an Employee, you must submit to the Compliance Officer an Initial Report of Personal Brokerage Accounts and all holdings in securities except Exempt Transactions. Please contact the Compliance Officer if you have not already completed this Initial Report of Personal Brokerage Accounts.

3. Quarterly and Annual Holdings Report

If you maintain Personal Brokerage Accounts with broker-dealers who are not on the list of Approved Brokers, please contact the Compliance Officer to arrange for providing quarterly and annual reports.

4. Changes in Your Immediate Family Members

You must promptly notify a Compliance Officer of any change to your Immediate Family Members (e.g., as a result of a marriage, divorce, legal separation, death, adoption, movement from your household or change in dependence status) that may affect the Personal Brokerage Accounts for which you have reporting or other responsibilities.

VI. COMPLIANCE DEPARTMENT RESPONSIBILITIES
A. Authority to Grant Waivers of the Requirements of this Code

The Compliance Officer, in consultation with PIMCO’s General Counsel, has the authority to exempt any Employee or any personal investment transaction from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

B. Annual Report to Boards of Funds that PIMCO Advises or Sub-Advises

PIMCO will furnish a written report annually to the directors or trustees of each fund that PIMCO advises or sub-advises. Each report will describe any issues arising under this Code, or under procedures implemented by PIMCO to prevent violations of this Code, since PIMCO’s last report, including, but not limited to, information about material violations of this Code, procedures and sanctions imposed in response to such material violations, and certify that PIMCO has adopted procedures reasonably necessary to prevent its Employees from violating this Code.

C. Maintenance of Records

The Compliance Officer will keep all records maintained at PIMCO’s primary office for at least two years and will otherwise keep in an easily accessible place for at least five years from the end of either the fiscal year in which the document was created or the last fiscal year during which the document was effective or in force, whichever is later. Such records include: copies of this Code and any amendments hereto, all Personal Brokerage Account statements and reports of Employees, a list of all Employees and persons responsible for reviewing Employees reports, copies of all preclearance forms, records of violations and actions taken as a result of violations, and acknowledgments, certifications and other memoranda relating to the administration of this Code.

 
 

 

VII. ACTIVITIES OUTSIDE OF PIMCO
A. Approval of Activities Outside of PIMCO
1. You may not engage in full-time or part-time service as an officer, director, partner, manager, member, proprietor, principal, consultant or employee of any Business Organization or Non-Profit Organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO Partners, or a fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCO’s General Counsel or other designated person.
2. Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates.
3. Certain non-compensated positions in which you would serve in a decision-making capacity (such as on a board of directors for a charity or Non-Profit Organization) must also have been reviewed or approved by PIMCO’s General Counsel or other designated person.
4. PIMCO’s General Counsel or other designated person may approve such an outside activity if he or she determines that your service or activities outside of PIMCO would not be inconsistent with the interests of PIMCO and its Clients. Other factors that may be considered include any remuneration received or proposed to be received as part of the activity, whether the activity or expected time spent is consistent with your duties to PIMCO and its Clients, and any other factors deemed relevant.  PIMCO’s General Counsel or other designated person may also stipulate that approval of your participation in the outside activity is subject to specified conditions. Requests to serve on the board of a publicly traded entity will generally be denied.
5. Regardless of the outcome of PIMCO’s review of your participation in any proposed outside activity, you may not, directly or indirectly, publicly suggest, claim or imply that PIMCO is associated with or in any way approves the activity.
VIII. TEMPORARY EMPLOYEES

Temporary Employees that are classified as Contingent Workforce are considered “Employees” for purposes of this Code. The Compliance Officer may exempt such persons from any requirement hereunder if the Compliance Officer determines that such exemption would not have a material adverse effect on any Client account.

 
 

Appendix I

Glossary

The following definitions apply to the capitalized terms used in this Code:

Approved Broker – means a broker-dealer approved by the Compliance Officer. The list of Approved Brokers for each PIMCO location is accessible through the PIMCO Intranet or can be obtained from the Compliance Officer.

Associated Persons – means an employee of PIMCO LLC's non-U.S. affiliates. Associated Persons are subject to the respective Code of Ethics of the non-U.S. affiliate with whom they are employed, which are, in relevant part, substantially the same as this Code. Associated Persons are subject to the oversight and supervision of PIMCO LLC.

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

Beneficial Interest – means when a person has or shares direct or indirect pecuniary interest in accounts or in reportable Financial Instruments. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, unless specifically excepted by a Compliance Officer, an interest in a Financial Instrument held by: (1) a joint account to which you are a party; (2) a partnership in which you are a general partner; (3) a partnership in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (4) a limited liability company in which you are a managing member; (5) a limited liability company in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (6) a trust in which you or an Immediate Family Member has a vested interest or serves as a trustee with investment discretion; (7) a closely-held corporation in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or an Immediate Family has a substantial economic interest.

Business Organization – means an entity formed for the purpose of carrying on a commercial enterprise and/or to achieve certain commercial goals. It may take the form a sole proprietorship, partnership, limited liability company, corporation or other structure.

Client – means any person or entity to which PIMCO provides investment advisory services.

Contingent Workforce – means individuals subject to provisional work agreements which may include temporary contract workers, independent contractors or independent consultants.

Derivative – means (1) any Futures (as defined below); and (2) a forward contract, a “swap”, a “cap”, a “collar”, a “floor” and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which are included in the definition of “Security”). Questions regarding whether a particular instrument or transaction is a Derivative for purposes of this policy should be directed to the Compliance Officer or his or her designee.

Financial Instrument – means a Security, Derivative, commodity or currency as investment.

Futures – means a futures contract and an option on a futures contract traded on a U.S. or non-U.S. board of trade, such as the Chicago Board of Trade or the London International Financial Futures Exchange.

Immediate Family Member of an Employee – means: (1) any of the following persons sharing the same household with the Employee (which does not include temporary house guests): a person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or domestic partner; (2) any person sharing the same household with the

 
 

Employee (which does not include temporary house guests)that holds an account in which the Employee is a joint owner or listed as a beneficiary; or (3) any person sharing the same household with the Employee in which the Employee contributes to the maintenance of the household and material financial support of such person.

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.

Non-Discretionary Account – means any account managed or held by a broker dealer, futures commission merchant, or trustee as to which neither the Employee nor an Immediate Family Member: (1) exercises investment discretion; (2) receives notice of specific transactions prior to execution; or (3) has direct or indirect influence or control over the account.

Non-Profit Organization – means an organization (generally tax-exempt) that serves the public interest. In general, the purpose of this type of organization must be charitable, educational, scientific, religious or literary. A nonprofit organization is often dedicated to furthering a particular social cause or advocating for a particular point of view.

Personal Brokerage Account – means (1) any account (including any custody account, safekeeping account, retirement account such as an IRA or 401(k) plan, and any account maintained by an entity that may act as a broker or principal) in which an Employee has any direct or indirect Beneficial Interest, including Personal Brokerage Accounts and trusts for the benefit of such persons; and (2) any account maintained for a financial dependent. Thus, the term “Personal Brokerage Accounts” also includes, among others:

(i) Trusts for which the Employee acts as trustee, executor or custodian;
(ii) Accounts of or for the benefit of a person who receives financial support from the Employee;
(iii) Accounts of or for the benefit of an Immediate Family Member; and
(iv) Accounts in which the Employee is a joint owner or has trading authority.

For the avoidance of doubt, the term “Personal Brokerage Account” does not include an account on the U.S. Department of the Treasury’s TreasuryDirect system, so long as the securities purchased through and/or held in such account may only be, or were, purchased through a non-competitive bid process.

Personal Securities Transaction – means transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes.

PIMCO – means “Pacific Investment Management Company LLC”.

PIMCO Investments – means “PIMCO Investments LLC”.

Portfolio Person – means an Employee, including a portfolio manager with respect to an account, who: (1) provides information or advice with respect to the purchase or sale of a Financial Instrument, such as a research analyst; or (2) helps execute a portfolio manager’s investment decisions. Members of Portfolio Risk Management are also considered to be Portfolio Persons. Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular Financial Instrument.

Private Placement – means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to SEC Rules 504, 505 or 506 under the Securities Act of 1933, including hedge funds or private equity funds or similar laws of non-U.S. jurisdictions.

 

 
 

Related Financial Instrument – means any Derivative directly tied to the same underlying Financial Instrument, including, but not limited to, any swap, option or warrant to purchase or sell that same underlying Financial Instrument, and any Derivative convertible into or exchangeable for that same underlying Financial Instrument. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself.

Securities and Commodities Laws – means the securities and/or commodities laws of any jurisdiction applicable to any Employee, including for any employee located in the U.S. or employed by PIMCO, the following laws: 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 U.S. Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds, broker-dealers and investment advisers, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the U.S. Department of the Treasury, the Commodity Exchange Act, any rules adopted by the U.S. Commodity Futures Trading Commission under this statute, and applicable rules adopted by the National Futures Association.

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

TradeClear – means PIMCO’s proprietary employee trading preclearance system.

 
 

 

Appendix II

PIMCO-advised private funds and accounts make investments in real estate.

Real Estate Portfolio Persons must generally pre-clear and receive prior approval from the Compliance Officer for Personal Real Estate Investment Transactions like other Personal Securities Transactions.

Real Estate Portfolio Person – means a Portfolio Person with respect to PIMCO advised private funds that executes Real Estate Investment Transactions.

Real Estate Investment Transactions – means transactions involving real estate (such as, without limitation, purchases, sales, financings or other forms of investments in office, multifamily, retail, commercial, industrial or hospitality properties or interest in real estate services or service providers), either directly or through investments in funds (other than registered investment companies or publicly traded Securities that are otherwise subject to the Code of Ethics), joint ventures, partnerships, limited liability companies, mortgage or mezzanine loans or other Securities (other than publicly traded Securities that are otherwise subject to the Code of Ethics).

Personal Real Estate Investment Transactions – means Real Estate Investment Transactions for investment purposes.

Indirect investments (e.g., real estate funds or partnerships) may also be subject to preclearance as Private Placements under the Code of Ethics. Like other types of personal investments, you are required to report Personal Real Estate Investment Transactions on a quarterly basis.

Notwithstanding the above:

· Transactions involving residential properties owned for personal use (such as a primary residence or a vacation home), as well as loans, advances or gifts to Immediate Family Members to assist in their purchase or maintenance of such properties, are not subject to preclearance or the reporting requirements.
· Transactions involving one- to four-unit residential properties purchased for investment purposes are not subject to preclearance, so long as such transaction would not (i) constitute a Security (e.g., an interest in an entity of which you are not the general partner, managing member or equivalent), or (ii) violate any of your responsibilities under the Code of Ethics. Such transactions are subject to the reporting requirements, however.

Trades of Securities or instruments that are identified by a ticker, CUSIP, ISIN or Sedol must be pre-cleared using TradeClear (accessible through the PIMCO Intranet).

The Code of Ethics requires you to avoid conflicts of interest related to personal investments, including Personal Real Estate Investment Transactions. You are expected to avoid any investment, interest or association which interferes or might interfere with your independent exercise of judgment in the best interest of PIMCO and its Clients, including funds advised by PIMCO. Disclosure of personal or other circumstances constituting a conflict of interest should be reported to the Compliance Officer.

 


[1] PIMCO’s supervised persons also include certain employees of PIMCO Investments, PIMCO’s affiliated broker-dealer. Additionally, employees of certain non-U.S. affiliates of PIMCO are known as “Associated Persons”. Associated Persons are subject to the respective Code of Ethics of the affiliate with whom they are employed.
[2] Capitalized terms are defined in Appendix I.

[3] For example, if a purchase is considered to be made on day one, calendar day 31 is the first day a sale of the same Financial Instrument may be made without having to disgorge any gains (assuming there were no additional purchases of the same Financial Instrument during that time period). You may sell the same Financial Instrument at a loss within 30 calendar days (subject to preclearance approval, where applicable).

[4] Personal Real Estate Investment Transactions (as defined in Appendix II) that constitute Private Placements are Personal Securities Transactions that are subject to, and must be pre-cleared and receive prior approval in accordance with this Section III.C of the Code.

[5] See Section III.C.3.f. for certain additional exemptions.

[6] See Appendix I for the definition of “Portfolio Person.” Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client account, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, any research analyst that played a role in researching or recommending a particular Financial Instrument, and members of portfolio risk management.

[7] For purposes of this clause 3 and Appendix II, the term Financial Instrument as it applies to Personal Securities Transactions of Portfolio Persons shall include Real Estate Investment Transactions.

[8] See Appendix II for definition of Real Estate Portfolio Person and Personal Real Estate Investment Transactions.

[9] As described in Section III.C.2, purchases or sales of open-end mutual funds and interval funds managed or sub-advised by PIMCO are exempt from the preclearance and approval process; however, the insider trading prohibition described above applies to MNPI received with respect to an open-end mutual fund or interval fund advised or sub-advised by PIMCO or its affiliates. Non-public information regarding a mutual fund or interval fund is MNPI if such information could materially impact the fund’s net asset value.

 

Effective March 1, 2017

 

 

 

 

 

 

 

 

 

CODE OF ETHICS AND CONDUCT

 

 

 

 

 

 

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

 

 

Table of Contents

 

GENERAL POLICY STATEMENT 1-1
Purpose of Code of Ethics and Conduct 1-1
Persons and Entities Subject to the Code 1-2
Definition of Supervised Persons 1-2
Status as a Fiduciary 1-2
Adviser Act Requirements for Supervised Persons 1-3
NASDAQ Requirements 1-4
What the Code Does Not Cover 1-4
Sarbanes-Oxley Codes 1-4
Compliance Procedures for Funds and Federal Advisers 1-4
Compliance with the Code 1-4
Questions Regarding the Code 1-5
STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL 2-1
Allocation of Brokerage Policy 2-1
Annual Compliance Certification 2-1
Anti-Bribery Laws and Prohibitions Against Illegal Payments 2-1
Antitrust 2-2
Anti-Money Laundering 2-2,7-1
Appropriate Conduct 2-2
Charitable Contributions 2-2
Computer Security 2-4,6-1
Conflicts of Interest 2-4
Relationships with Profitmaking Enterprises 2-4
Service with Nonprofitmaking Organizations 2-5
Relationships with Financial Service Firms 2-6
 
 
Existing Relationships with Potential Vendors 2-6
Investment in Client/Vendor Company Stock 2-6
Confidentiality 2-7
Internal Operating Procedures and Planning 2-7
Clients, Fund Shareholders, and TRP Brokerage Customers 2-8
Third Parties 2-8
Investment Advice 2-8
Investment Research 2-9
Employee Information 2-9
Information About the Price Funds 2-9
Understanding as to Clients’ Accounts and Company Records at Time of Termination of Association 2-9
Health Insurance Portability and Accountability Act of 1996 (HIPAA) 2-9
Expense Payments and Reimbursements. 2-9
Financial Reporting 2-10
Gifts and Entertainment 2-10
Human Resources 2-10
Equal Opportunity 2-10
Drug and Alcohol Policy 2-10
Policy Against Harassment and Discrimination 2-11
Health and Safety in the Workplace 2-11
Use of Employee Likenesses and Information 2-11
Employment of Former Government and Self-Regulatory Organization Employees. 2-11
Inside Information 2-11,4-1
Investment Clubs 2-12
Marketing and Sales Activities 2-12
Outside Business Activities 2-12
Past and Current Litigation 2-12
Political Activities 2-13
Lobbying 2-14
Professional Designations 2-15
 
 
Protection of Corporate Assets 2-15
Quality of Services 2-15
Record Retention and Destruction 2-15
Referral Fees 2-16
Release of Information to the Press 2-16
Responsibility to Report Violations 2-16
General Obligation 2-16
Sarbanes-Oxley Whistleblower Procedures 2-17
Sarbanes-Oxley Attorney Reporting Requirements 2-17
Circulation of Rumors 2-17
Service as Trustee, Executor or Personal Representative 2-17
Speaking Engagements and Publications 2-17
Social Media 2-18
APPENDIX A 2-A
Statement of Policy on Gifts And BuSiness entertainment 3-1
STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION 4-1
STATEMENT OF POLICY ON SECURITIES TRANSACTIONS 5-1
STATEMENT OF POLICY WITH RESPECT TO COMPUTER SECURITY AND RELATED ISSUES 6- Error! Bookmark not defined.
Statement of Policy On Compliance with Antitrust Laws 7-1
Statement of Policy on Privacy 8-1
 
 

 

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

 

GENERAL POLICY STATEMENT

 

Purpose of Code of Ethics and Conduct. As a global investment management firm, we are considered a fiduciary to many of our clients and owe them a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to always act in their best interests. Over the course of our Company’s history, we have earned a reputation for fair dealing, honesty, candor, objectivity and unbending integrity. This has been possible by conducting our business on a set of shared values and principles of trust.

 

In order to educate our personnel, protect our reputation, and ensure that our tradition of integrity remains as a principle by which we conduct business, T. Rowe Price Group, Inc. (“ T. Rowe Price,” “TRP”, “Price Group” or “Group” ) has adopted this Code of Ethics and Conduct (“Code”). Our Code establishes standards of conduct that we expect each associate to fully understand and agree to adopt. As we are in a highly regulated industry, we are governed by an ever-increasing body of federal, state, and international laws as well as countless rules and regulations which, if not observed, can subject the firm and its employees to regulatory sanctions. All associates are expected to comply with all laws and regulations applicable to T. Rowe Price business. In total, our Code contains 31 separate Standards of Conduct as well as the following separate Statements of Policy:

 

1. Statement of Policy on Giftsand Business Entertainment
2. Statement of Policy on Material, Inside (Non-Public) Information
3. Statement of Policy on Securities Transactions
4. Statement of Policy with Respect to Computer Security and Related Issues
5. Statement of Policy on Compliance with Antitrust Laws
6. Statement of Policies and Procedures on Privacy

A copy of this Code will be retained by the Code Administration and Regulatory Reporting Group in Baltimore (“ Code Compliance Section ”) for five years from the date it is last in effect. While the Code is intended to provide you with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue that you may face. The firm maintains other compliance-oriented manuals and handbooks that may be directly applicable to your specific responsibilities and duties. Nevertheless, the Code should be viewed as a guide for you and the firm as to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.

 

Each new employee will be provided with a copy of the current Code and all employees have access to the current Code, which is posted on the intranet. Each employee will be required to

 
 

provide Price Group with a written acknowledgement of his or her understanding of the Code and its amendments on at least an annual basis. All written acknowledgements will be retained as required by the Investment Advisers Act of 1940 (the “ Advisers Act ”).

 

Please read the Code carefully and observe and adhere to its guidance.

 

Persons and Entities Subject to the Code . Unless otherwise determined by the Chairperson of the Ethics Committee, the following entities and individuals are subject to the Code:

 

· Price Group

 

· The subsidiaries and affiliates of Price Group

 

· The officers, directors and employees of Group and its affiliates and subsidiaries

 

Unless the context otherwise requires, the terms “T. Rowe Price, “Price Group” and “Group” refer to Price Group and all its affiliates and subsidiaries.

 

In addition, the following persons are subject to the Code:

 

1. All temporary workers hired on the Price Group payroll (“ TRP Temporaries ”);

 

2. All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

 

3. All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and

 

4. Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matter covered in the Code.

 

The independent directors of Price Group and the Price Funds are subject to the principles of the Code generally and to specific provisions of the Code as noted.

 

Definition of Supervised Persons. Under the Advisers Act, the officers, directors (or other persons occupying a similar status or performing similar functions) and employees of the Price Advisers, as well as any other persons who provide advice on behalf of a Price Adviser and are subject to the Price Adviser’s supervision and control are “ Supervised Persons .”

 

Status as a Fiduciary . Several of Price Group’s subsidiaries are investment advisers registered with the United States Securities and Exchange Commission (“ SEC ”). These include T. Rowe Price Associates, Inc. (“ TRPA ”), T. Rowe Price

 
 

International Ltd. (“ TRPIL ”), T. Rowe Price Advisory Services, Inc. (“ TRPAS ”), T. Rowe Price (Canada), Inc. (“ TRP Canada ”), T. Rowe Price Singapore Private Ltd. (“ TRPSING ”) and T. Rowe Price Hong Kong Limited (“ TRPHK ”).

 

TRPIL is also registered with the United Kingdom’s Financial Conduct Authority (“ FCA ”).

 

TRPIL is also subject to regulation by the Financial Services Association/Kanto Local Finance Bureau (“ KLFB ”) (Japan) as well as the Dubai Financial Services Authority (in respect of its DFIC Representative Office.

 

TRPHK is also registered with the Securities and Futures Commission (“ SFC ”) (Hong Kong).

 

TRPSING is also registered with the Monetary Authority of Singapore (“ MAS ”) (Singapore).

 

TRP Canada is also registered with the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission, the Saskatchewan Financial Services Commission, the Nova Scotia Securities Commission, the New Brunswick Securities Commission, the Financial Markets Authority (Quebec) and the Alberta Securities Commission.

 

All advisers affiliated with Group will be referred to collectively as the “Price Advisers” unless the context otherwise requires. The Price Advisers will register with additional securities regulators as required by their respective businesses. The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients’ investments. As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.

 

Adviser Act Requirements for Supervised Persons . The Advisers Act requires investment advisers to adopt codes that:

 

· establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;

 

· require Supervised Persons to comply with all applicable securities laws, including:

 

o Securities Act of 1933
o Securities Exchange Act of 1934
o Sarbanes Oxley Act of 2002
o Investment Company Act of 1940
o Investment Advisers Act of 1940
o Gramm-Leach-Bliley Privacy Act
o Any rules adopted by the SEC under any of the foregoing Acts; and
o Bank Secrecy Act as it applies to mutual funds and investment advisers and any rules adopted under that Act by the SEC or the United States Department of the Treasury;
 
 

 

· require Supervised Persons to report violations of the code promptly to the adviser’s Chief Compliance Officer or his or her designee if the Chief Compliance Officer also receives reports of all violations; and

 

· require the adviser to provide each Supervised Person with a copy of the code and any amendments and requiring Supervised Persons to provide the adviser with written acknowledgement of receipt of the code and any amendments.

 

Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.

 

NASDAQ Requirements . Nasdaq Stock Market, Inc. (“ NASDAQ ”) rules require listed companies to adopt a Code of Conduct for all directors, officers, and employees. Price Group is listed on NASDAQ. This Code is designed to fulfill this NASDAQ requirement. A waiver of this Code for an executive officer or director of T. Rowe Price Group, Inc. must be granted by Group’s Board of Directors and reported as required by the pertinent NASDAQ rule.

 

What the Code Does Not Cover . The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. (“ Investment Services ”) is regulated by the Financial Industry Regulatory Authority (“ FINRA ”) and, as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA. In addition, TRPIL and TRP Canada are subject to several non-U.S. regulatory authorities as described on page 1-3 of this Code.

 

Sarbanes-Oxley Codes . The principal Executive and Senior Financial Officers of Price Group and the Price Funds are also subject to codes (collectively the “ S-O Codes ”) adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley Act ”). These S-O Codes, which are available along with this Code on the firm’s intranet site, are supplementary to this Code, but administered separately from it and each other.

 

Compliance Procedures for Funds and Federal Advisers . Under rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws. These procedures must provide for the oversight of compliance by the fund’s advisers, principal underwriters, administrators and transfer agents. Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.

 

Compliance with the Code . Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm. An employee may be subject to disciplinary action, up to and including termination, for refusing to cooperate with an internal or external investigation. An

 
 

employee may be required to surrender any profit realized from a transaction that is deemed to be in violation of the Code. In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment. Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code. The names of the members of the Management Committee are included in Appendix A to this Code.

 

 

Questions Regarding the Code . Questions regarding the Code should be referred as follows:

 

1. Standards of Conduct of Price Group and Its Personnel: the Chairperson of the Ethics Committee, the Director of Human Resources, or the TRP International Compliance Team.

 

2. Statement of Policy on Gifts and Business Entertainment: the Legal Department (“ Legal Department ”) or the TRP International Compliance Team.

 

3. Statement of Policy on Material, Inside (Non-Public) Information: the Legal Department or the TRP International Compliance Team.

 

4. Statement of Policy on Securities Transactions: For U.S. personnel: the Chairperson of the Ethics Committee or his or her designee; for International personnel: the TRP International Compliance Team.

 

5. Statement of Policy with Respect to Computer Security and Related Issues: Enterprise Security, the Legal Department or the TRP International Compliance Team.

 

6. Statement of Policy on Compliance with Antitrust Laws: Legal Department.

 

7. Statement of Policies and Procedures on Privacy: Legal Department or the TRP International Compliance Team.

 

For additional information, consult Appendix A following the Standards of Conduct section of the Code.

 

 
 

STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

 

Allocation of Brokerage Policy . The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part 2A of Form ADV of each of the Price Advisers. The Form ADV is each Price Adviser’s registration statement filed with the SEC. It is imperative that all employees, especially those who are in a position to make recommendations regarding brokerage allocation or who are authorized to select brokers that will execute securities transactions on behalf of our clients, read and become fully knowledgeable concerning our policies in this regard. Any questions regarding any of the Price Advisers’ allocation policies for client brokerage should be addressed to the designated contact person(s) of the U.S. Equity or Fixed Income or the International Committee, as appropriate (s ee APPENDIX A).

 

Annual Compliance Certification . Each year, each person subject to the Code ( see page 1-2) is required to complete an Annual Compliance Certification (“ACC”) regarding his or her compliance with various provisions of this Code, including its policies on personal securities transactions and material, inside information. In addition, the ACC asks a variety of questions regarding potential conflicts of interests relating to relationships of each person and their family members with various entities, including but not limited to, clients, broker-dealers, non-profit organizations, and vendors. Please notify Code Compliance (via the Code of Ethics mailbox) should any responses to these questions change during the subsequent calendar year. Each Access Person (defined on page 5-3), except the independent directors of the Price Funds, must file an Initial Holdings Report ( see page 5-30) as well as complete the ACC which will include a reporting and certification of securities accounts and holdings.

 

Anti-Bribery Laws and Prohibitions Against Illegal Payments . State, United States, and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group. Price Group, through its policies and practices, is committed to comply fully with these laws. T. Rowe Price prohibits its employees as well as anyone acting on its behalf from making any type of illegal payment. The U.S Foreign Corrupt Practices Act (“ FCPA ”) makes it a crime to directly or indirectly pay, promise to pay, offer to pay or authorize the payment of any money or anything of value to any government official in connection with obtaining or retaining business or influencing such official in order to secure an improper advantage. The term “government official” is broadly defined to include any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality thereof, or for or on behalf of any such public international organization, and any political party, party official or candidate for public office.

 

Additionally, the U.K Bribery Act 2010 ( the “Bribery Act” ) contains wide prohibitions on illegal payments and specifically prohibits bribery between private parties. Also, the Bribery Act provides for severe civil and criminal penalties against individuals and corporations.

 

Under these Anti-bribery laws, actions constituting a bribe or illegal payment are interpreted

 
 

broadly and could include excessive, repeated or lavish entertainment and/or gifts. Associates must adhere to the guidelines of gift and business entertainment policies and, if required by the applicable policy, indicate in the reporting process whether a recipient of a gift or business entertainment is a government official.

 

If you are solicited to make or receive an illegal payment or have any questions about this section of the Code, you should contact the Legal Department. Also, an anonymous Hotline (888-651-6223) has been established for employees to report any concerns they have regarding illegal payments, including potential violations of the FCPA and the Bribery Act.

 

Antitrust . The United States antitrust laws are designed to ensure fair competition and preserve the free enterprise system. The United Kingdom and the European Union have requirements based on similar principals. Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity. To ensure its employees’ understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws. All employees should read and understand this Statement ( see page 7-1).

 

Anti-Money Laundering . Certain subsidiaries of Price Group are subject to the laws and regulations of the United States, United Kingdom and the other jurisdictions in which they do business regarding the prevention and detection of money laundering. For example, under the U.S. Patriot Act, the affected subsidiaries must develop internal policies, procedures and controls to combat money laundering, designate a Compliance Officer for the anti-money laundering program, implement employee training in this area, and ensure that an independent review of the adequacy of controls and procedures in this area occurs annually. In addition, the anti-money laundering program must include a Customer Identification Program (“ CIP ”). Each of these entities has specific procedures in this area, by which its employees must abide.

 

Appropriate Conduct . Associates are expected to conduct themselves in an appropriate and responsible manner in the workplace, when on company business outside the office, and at company-sponsored events. Inappropriate behavior reflects poorly on the associate and may impact TRP. Supervisors should be especially mindful that they should set the standard for appropriate behavior.

 

Charitable Contributions . Employees should be sensitive to a possible perception of undue influence before making or requesting charitable contributions to or from a client, prospect, vendor, or other business contact. Under certain Anti-bribery laws, regulators may consider charitable contributions to be improper payments, even when the person who has requested that the contribution be made receives no direct monetary benefit. Accordingly, when making charitable contributions in response to requests from business contacts, associates must be mindful of how Anti-bribery laws could be implicated. In no case should charitable contributions be made on a quid pro quo basis.

 

Supervision of Charitable Contribution Requests. Supervisors, managers and, as appropriate, Division Heads are responsible for ensuring that responses to requests from clients, vendors, and other business contact and our requests to clients, vendors, and other business contacts for charitable contributions comply with these guidelines as well as

 
 

respective departmental policies. Charitable contributions should be considered as separate and distinct from marketing and advertising expenditures. If you have any questions about a proposed charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.

 

 

Requests Received from Clients, Vendors or Other Business Contacts for Corporate Charitable Contributions. On occasion, a T. Rowe Price entity may be asked by an employee of a client, vendor, or other business contact to make a charitable donation. In those instances where the T. Rowe Price Foundation does not make the contribution, the decision about the charitable contribution is made by the T. Rowe Price entity, subject to the following conditions:

 

· the amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;

 

· there is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;

 

· if the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central Control Group that the charity does not appear on the Office of Foreign Assets Control’s Specially Designated Nationals List;

 

· the contribution should be made payable directly to the charity; and

 

· the personnel of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.

 

In addition, if the requested amount exceeds $1,000 the request must be referred to the Chairperson of the Ethics Committee for prior approval.

 

Some broker/dealers sponsor days, often referred to as “miracle” days, where they pledge that proceeds received on that day will be donated to a specific charity. Because of fiduciary and best execution obligations, the Price Advisers cannot agree to direct trades to a broker/dealer in support of such an event at either a client’s or the broker/dealer’s request. The Price Advisers are not prohibited, however, from placing trades for best execution that happen to occur on a “miracle” day or similar time and thus benefit a charity.

 

Requests Received from Clients, Vendors or Other Business Contacts for Personal Charitable Contributions. On occasion, a T. Rowe Price employee may be asked by an employee of a client, vendor or other business contact to make a charitable contribution. If the employee makes a contribution directly to the charity and the contribution is not made in the name of or for the benefit of the business contact, no Code of Ethics and

 
 

Conduct or FINRA issues arise. For example, a plan fiduciary might mention that her husband has recently recovered from a heart problem and that she is raising funds for a charity that supports cardiac research. The T. Rowe Price employee can make a personal contribution to that charity and if the contribution is not tied to the name of the business contact and does not create a benefit for her, the employee does not need to request prior clearance of or notify T. Rowe Price about the contribution.

 

However, personal charitable contributions, made in the name of and for the benefit of a business contact should be treated as “gifts” to the business contact. For example, if the business contact raises a certain amount of money, he or she gets a tangible award or opportunity like the chance to participate in a marathon. For business contacts related to T. Rowe Price fund business or other broker/dealer-related business, contributions of the latter type are subject to FINRA’s $100 limit. For other business activities not regulated by FINRA, contributions in excess of $100 must be approved by the Chairperson of the Ethics Committee before they are given.

 

Requests to Clients, Vendors, or Other Business Contacts for Charitable Contributions. Employees should be sensitive to a possible perception of undue influence before requesting a client, vendor, or other business contact or an employee of such an entity to make a charitable contribution. In no case should such a request be made on a quid pro quo basis. If you have any questions about requesting a charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.

 

NASDAQ Listing Rules. Under the NASDAQ listing rules, specific restrictions may apply to contributions to a charitable organization for which an independent director of

T. Rowe Price Group, Inc. serves as an officer. Specifically, contributions to such organizations during a fiscal year may not exceed the higher of five percent of the organizations revenues or $200,000. Contributions in excess of these thresholds may invalidate a director’s “independent” classification.

 

Computer Security . Computer systems and programs play a central role in Price Group’s operations. To establish appropriate computer security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy with Respect to Computer Security and Related Issues. You should read and understand this Statement ( see page 6- Error! Bookmark not defined. ).

 

Conflicts of Interest . All employees must avoid placing themselves in a “compromising position” where their interests may be in conflict with those of Price Group or its clients.

 

Relationships with Profitmaking Enterprises . Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.

 

General Prohibitions . Employees are generally prohibited from serving as officers or directors of any issuer (company) that is approved or likely to be approved for purchase in our firm’s client accounts. In addition, an employee

 
 

may not accept or continue outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker/dealer, investment adviser or insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer (CCO) of the broker/dealer. An employee also may not become independently registered as an investment adviser.

 

Approval Process . Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self-employment, must be approved in writing by the employee’s supervisor. If the employee is a registered representative of T. Rowe Price Investment Services (TRPIS), he or she must provide the Legal Registration Group with written notice. Any reported outside business activity of a registered representative is reviewed by the TRPIS Chief Compliance Officer, or designee, in order to determine if disclosure to FINRA is required.

 

Review by Ethics Committee . If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interest of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise, employment by another firm in the securities industry, or self-employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final. See below for a discussion of relationships with financial services firms.

 

Approved Service as Director or Similar Position . Certain employees may serve as directors or as members of creditor committees or in similar positions for non-public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

 

Service with Nonprofitmaking Organizations . Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.

 

Approval Process . The approval process for service with a non-profitmaking organization varies depending upon the activity undertaken.

 

By Supervisor . An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee, or member of the Board of Directors of any non-profit organization.

 
 

 

By Ethics Committee Chairperson . If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker/dealer before accepting the position.

 

Although individuals serving as officers, Board members or trustees for non-profitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations ( e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.

 

 

Relationships with Financial Service Firms . In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker/dealers, investment advisers or other companies engaged in the mutual fund industry. Of course, all such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

 

If any member of employee’s immediate family is employed by, or has a partnership interest in a broker/dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Ethics Committee.

 

An ownership interest of 0.5% or more in any entity, including a broker/dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Section ( see page 5-29).

 

Relationships with a Bank. In order to avoid any regulatory conflicts of interests associated with an outside business activity associated with a bank, employees are required to obtain prior written approval before engaging in any outside business activity with a bank.

 

Approval Process. Any outside business activity with a bank, such as a second job, must be obtained in writing by the employee’s supervisor and by the Chairperson of the Ethics Committee, or his designee.

 

Existing Relationships with Potential Vendors . If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any on-going

 
 

personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee in writing before becoming involved in the selection process.

 

Investment in Client/Vendor Company Stock . In some instances, existing or prospective clients ( e.g ., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:

 

· employees are prohibited from providing any internal information ( e.g , internal ratings or plans for future Price fund or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department or otherwise allowed by the Code under the sections entitled “ Investment Research ” and “ Information about the Price Funds ” ( see page 2-9), and

 

· investment decisions of employees regarding a client’s or vendor’s securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client’s or vendor’s securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.

 

In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non-Public) Information , which is part of this Code ( see page 4-1).

 

Conflicts in Connection with Proxy Voting . If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm’s proxy voting policies.

 

Confidentiality . The exercise of confidentiality extends to the major areas of our operations, including internal operating procedures and planning; clients, fund shareholders and TRP Brokerage customers; investment advice; investment research; employee information and contractual obligations to protect third party confidential information. The duty to exercise confidentiality applies not only while an individual is associated with the firm, but also after he or she terminates that association.

 

 
 

Internal Operating Procedures and Planning . During the years we have been in business, a great deal of creative talent has been used to develop specialized and unique methods of operations and portfolio management. In many cases, we feel these methods give us an advantage over our competitors and we do not want these ideas disseminated outside our firm. Accordingly, you should be guarded in discussing our business practices with outsiders. Any requests from outsiders for specific information of this type should be cleared with the appropriate supervisor before it is released.

 

Also, from time to time management holds meetings in which material, non-public information concerning the firm’s future plans is disclosed. You should never discuss confidential information with, or provide copies of written material concerning the firm’s internal operating procedures or projections for the future to, unauthorized persons outside the firm.

 

Clients, Fund Shareholders, and TRP Brokerage Customers . In many instances, when clients subscribe to our services, we ask them to fully disclose their financial status and needs. This is done only after we have assured them that every member of our organization will hold this information in strict confidence. It is essential that we respect their trust. A simple rule for you to follow is that the names of our clients, fund shareholders, or TRP Brokerage customers or any information pertaining to their investments must never be divulged to anyone outside the firm, not even to members of their immediate families, without appropriate authorization, and must never be used as a basis for personal trades over which you have beneficial interest or control.

 

Third Parties . In contracts with vendors and other third parties with which we have business dealings, the firm may enter into obligations to protect the confidentiality of information received from third parties. Such information may include software, business information concerning the third party or the terms and pricing of the contractual arrangement. This information must be protected in the same manner that the firm’s own confidential information is protected.

 

In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy , which is part of this Code ( see page 8-1).

 

Investment Advice . Because of the fine reputation our firm enjoys, there is a great deal of public interest in what we are doing in the market. There are two major considerations that dictate why we must not provide investment “tips”:

 

· From the point of view of our clients, it is not fair to give other people information which clients must purchase.

 

· From the point of view of the firm, it is not desirable to create an outside demand for a stock when we are trying to buy it for our clients, as this will only serve to push the price up. The reverse is true if we are selling. Therefore, disclosure of our trading interests could have a negative impact on the firm’s ability to execute trades at the best price.

 

 
 

In light of these considerations, you must never disclose to outsiders our buy and sell recommendations, current orders or recent transactions, securities we are considering for future investment, or the portfolio holdings of our clients or mutual funds without specific firm authorization.

 

The practice of giving investment advice informally to members of your immediate family should be restricted to very close relatives. Any transactions resulting from such advice are subject to the prior transaction clearance (Access persons only except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of the Statement of Policy on Securities Transactions. Under no circumstances should you receive compensation directly or indirectly (other than from a Price Adviser or an affiliate) for rendering advice to either clients or non-clients.

 

Investment Research . Any report circulated by a research analyst is confidential in its entirety and should not be reproduced or shown to anyone outside of our organization, except our clients where appropriate. If a circumstance arises where it may be appropriate to share this information otherwise, the Chairperson of the Ethics Committee should be consulted first.

 

Employee Information . For business and regulatory purposes, the firm collects and maintains information ( e.g., social security number, date of birth, home address) about its employees, temporaries and consultants. You may not use such information for any non-business or non-regulatory purpose or disclose it to anyone outside the firm without specific authorization from the Legal Department or the TRP International Compliance Team.

 

Information About the Price Funds . The Price Funds have adopted policies and procedures with respect to the selective disclosure of information about the Price Funds and their portfolio holdings. These are set forth on the firm’s intranet under “Departments/Corporate/Legal/TRP Policy and Procedures Documents/Legal/Mutual Funds/Portfolio Information Release Policy” and “Matrix of Supplementary Fund Data”. All Associates are charged with informing themselves of, and adhering to, these Policies and Procedures and may not release any information about the Price Funds that would be harmful to the Price Funds or their shareholders.

 

Understanding as to Clients’ Accounts and Company Records at Time of Termination of Association. The accounts of clients, mutual fund shareholders, and TRP Brokerage customers are not the property of any employee; they are accounts of one of Price Group’s affiliates. This includes the accounts of clients for which one or more of the Price Advisers acts as investment adviser, regardless of how or through whom the client relationship originated and regardless of who may be the counselor for a particular client. At the time of termination of association with Price Group, you must: (1) surrender to Price Group in good condition all materials, reports or records (including all copies in your possession or subject to your control) developed by you or any other person that are considered confidential information of Price Group; and (2) refrain from communicating,

 
 

transmitting or making known to any person or firm any information relating to any materials or matters whatsoever that are considered by Price Group to be confidential.

 

HIPAA . The firm’s Flexible Benefits Plan has adopted a specific Privacy Notice regarding the personal health information of participants in compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). A copy of the HIPAA Privacy Notice can be found on the firm’s intranet under Departments/Corporate/Human Resources/Benefits/HIPAA Privacy Notice.

 

Expense Payments and Reimbursements. As a general rule, T. Rowe Price will not pay or reimburse expenses, such as travel, accommodation and meals, to a business contact and will not accept payment or reimbursement from a business contact for those types of expenses. Exceptions may only be granted with approval of the employee’s supervisor and Division Head and the Chairperson of the Ethics Committee. Business units may adopt policies and procedures that permit T. Rowe Price to pay or reimburse expenses incurred by business contacts for attendance at certain T. Rowe Price sponsored events. Such policies and procedures must contain provisions that describe the circumstances in which such payments are allowed and the controls and conditions that will apply. Additionally, the policies and procedures must be approved by the Division Head and the Chairperson of the Ethics Committee. This general rule does not apply to “business entertainment” which is covered in the Statement of Policy on Gifts and Business Entertainment beginning on page 3-1.

 

Financial Reporting . Price Group’s records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. Refer to Responsibility to Report Violations on page 2-16.

 

Gifts and Entertainment . The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in the Code in the Statement of Policy on Gifts and Entertainment. All employees should read and understand this Statement ( see page 3-1).

 

Human Resources . You should consult the appropriate Associate Handbook for more information on the policies discussed in this section and other Human Resources policies.

 

Equal Opportunity . Price Group is committed to the principles of equal employment opportunity (EEO) and the maximum optimization of our associates’ abilities. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy, or any other classification protected by federal, state or local laws.

 
 

 

This commitment to Equal Opportunity covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training and development, compensation, and benefits.

 

All associates of T. Rowe Price are expected to comply with the spirit and intent of our Equal Employment Opportunity Policy.

 

If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

 

Drug and Alcohol Policy. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group employees and customers and restrict the firm’s ability to carry out its mission. Personnel must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

 

Policy Against Harassment and Discrimination . Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity. Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination and harassment.

 

Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy, or any other classification protected by federal, state, or local law. In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips.

 

If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

 

Health and Safety in the Workplace . Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them perform their jobs effectively.

 

Use of Employee Likenesses and Information . Employees consent to the use of their names, biographical information, images, job descriptions and

 
 

other relevant business data for any work-related purpose. A “work-related purpose” includes any T. Rowe Price sponsored community or charitable event.

 

Employment of Former Government and Self-Regulatory Organization Employees. United States laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the United States or internationally, guidance must be obtained from the Legal Department.

 

 

Inside Information . The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., U.K., and other international, state and other governmental laws and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information ( see page 4-1).

 

Investment Clubs . The following discussion of obligations of Access Persons does not apply to the independent directors of the Price Funds. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or his or her designee before forming or participating in a stock or investment club. Transactions in which Access Persons have beneficial ownership or control ( see page 5-4) through investment clubs are subject to the firm’s Statement of Policy on Securities Transactions. As described on page 5-3, approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions. Non-Access Persons (defined on page 5-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

 

Marketing and Sales Activities . All written and oral marketing materials and presentations (including performance data) (e.g., advertisements; sales literature) must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards (“ GIPS ”), FCA, and other applicable international requirements. All such materials (whether for the Price Funds, non-Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department or the TRP International compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

 

 
 

Outside Business Activities . Please refer to the Conflicts of Interest section ( see page 2-4) cited earlier in this Standards of Conduct section of the Code.

 

Past and Current Litigation and Inquiries from Regulators or Governmental Organizations. As a condition of employment, each new employee is required to answer a questionnaire regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained through these questionnaires to answer questions asked on governmental and self-regulatory organization registration forms and for insurance and bonding purposes.

 

Each employee is responsible for keeping questionnaire responses pertaining to past and current civil (including arbitrations) and criminal actions and certain regulatory matters updated (notify Legal Compliance). An employee should notify Human Resources and either the Legal Department or the TRP International Compliance Team promptly if he or she:

 

· Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a United States (federal, state, or local), foreign or military court, or

 

· Becomes the subject of a Regulatory Action, which includes any action by the SEC, the FCA, the SFC, the MAS, the KLFB, The Netherland Authority for the Financial Markets, the Danish Financial Supervisory Authority, the Swedish Financial Supervisory Authority, the CSSF, and the Ontario, Manitoba, British Columbia and Alberta Securities Commissions, a state, a foreign government, a federal, state or foreign regulatory agency or any domestic or foreign self-regulatory organization relating to securities or investment activities, dishonesty, breach of trust, or money laundering as well as any court proceeding that has or could result in a judicial finding of a violation of statutes or regulations related to such activities or in an injunction in connection with any such activities,

 

· Receives an inquiry from any regulator or governmental authority.

 

Political Activities and Contributions . Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions. These regulations can restrict the ability of the firm and its employees to make political contributions. In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the “Pay to Play” rule. The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executive or employees, to state and local government officials in the United States may be perceived to improperly influence the award of government investment business. Generally, the Rule prohibit an investment adviser from providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates. The Rule affects T. Rowe Price and its employees because government entities use the firm’s advisory services and also invest in T. Rowe Price mutual funds.

 

 
 

The firm has adopted a “Statement of Policy Regarding Political Contributions” (the “ Political Contributions Policy or Policy ”) to comply with the SEC rule and other applicable laws and requirements. Under the Policy, all T. Rowe Price associates globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political party, Political Action Committee (“ PAC ”), political organization, or bond ballot campaign in the United States. Additionally, associates are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC, political organization, or bond ballot campaign in the United States. Additionally, associates are prohibited from doing anything indirectly that, if done directly, would violate this Policy.

 

Any questions about the Political Contributions Policy should be directed to the “Political Contribution Requests” mailbox.

 

In addition to the requirements imposed by the SEC rule, all U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis. Certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the United States Municipal Securities Rulemaking Board (“ MSRB ”). Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.

 

United States law prohibits corporate contributions to campaign elections for federal office ( e.g., U.S. Senate and House of Representatives). The SEC rule effectively prohibits corporate contributions by the firm to state and local elections.

 

No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

 

T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees. Additionally, the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

 

T. Rowe Price does not have a PAC. However, T. Rowe Price has granted permission to the Investment Company Institute’s PAC (“ ICI PAC ”), which serves the interests of the Investment company industry, to solicit T. Rowe Price’s senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary. Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.

 

 
 

As noted above, the SEC rule prohibits most solicitation activities. To the extent the Legal Department approves solicitation activities in accordance with applicable rules or other requirements employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Price’s policies regarding solicitation. These include the following:

 

· It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.
· It must be clear that any contribution is entirely voluntary .
· T. Rowe Price’s stationery and email system may not be used.

 

An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities. Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.

 

Lobbying . It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state’s lobbying laws. For example, in Maryland, if $2,500 of a person’s compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means (e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a state’s officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.

 

Professional Designations . It is the supervisor’s responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use on a business card or letterhead, is a valid designation issued by a reputable credentialing organization. In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation, it is relevant to his or her job and is authorized to use it. Any questions should be directed to the Legal Department.

 

Protection of Corporate Assets . All personnel are responsible for taking measures to ensure that Price Group’s assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary research or marketing information, corporate trademarks and service marks, copyrights, client relationships, and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firm’s interests.

 

Quality of Services . It is a continuing policy of Price Group to provide investment products and services that: (1) meet applicable laws, regulations and industry standards; (2) are offered to the public in a manner that ensures that

 
 

each client/shareholder understands the objectives of each investment product selected; and (3) are properly advertised and sold in accordance with all applicable SEC, FCA, FINRA, and other international, state and self-regulatory rules and regulations.

 

The quality of Price Group’s investment products and services and operations affects our reputation, productivity, profitability, and market position. Price Group’s goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

 

Record Retention and Destruction . Under various U.S., U.K., other international state, and other governmental laws and regulations, certain of Price Group’s subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. For example, U.S. law generally requires an investment adviser to retain required records in a readily accessible location for not less than five years from the end of the fiscal year during which the record was made (the current year and the two immediately preceding years in an appropriate office of the adviser), although some records may be required to be retained longer depending on their nature. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team.

 

You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be torn up or shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal. Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.

 

The firm is legally prohibited from destroying any existing records that may be relevant to any current, pending or threatened litigation, or regulatory investigation or audit. These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports, or similar material. If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed. Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.

 

All personnel are responsible for adhering to the firm’s record maintenance, retention, and destruction policies.

 

In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy , which is part of this Code ( see page 8-1).

 

Referral Fees . United States securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to us ( e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). FCA also prohibits the offering of any inducement likely to conflict with the duties

 
 

of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

 

Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Group’s corporate affairs, mutual funds, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Corporate Communications/Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular fund’s investment strategy or market outlook may use their own discretion, but are advised to check with the appropriate Corporate Communications/Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Corporate Communications/Public Relations contact persons are listed in Appendix A. Please refer to the Global Media Engagement Guidelines located on the Exchange for additional information.

 

Responsibility to Report Violations . The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

 

General Obligation . If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser (“ Chief Compliance Officer ”) or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Reports submitted in paper form should be sent in a confidential envelope. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. Officers and employees may also contact any governmental and/or regulatory authority (e.g. SEC and FINRA in the U.S., FCA in the U.K., SFC in Hong Kong, etc.). Refer to Appendix A regarding the Chief Compliance Officer to whom reports should be made.

 

It is Price Group’s policy that no adverse action will be taken against any person as a result of that person becoming aware of a violation of the Code and reporting the violation in good faith.

 

Sarbanes-Oxley Whistleblower Procedures . Pursuant to the Sarbanes-Oxley Act, the Audit Committee of Price Group has adopted procedures (“ Procedures ”) regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted in the repository of the firm’s policies and procedures (“ Repository ”) on the intranet.

 

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc., The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential

 
 

to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

 

Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted in the firm’s Repository.

 

Circulation of Rumors . Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security. You must promptly report to the Legal Department any circumstance which would reasonably lead you to believe that such a rumor might have been originated or circulated.

 

Service as Trustee, Executor or Personal Representative . You may serve as the trustee, co-trustee, executor or personal representative for the estate of or a trust created by close family members. You may also serve in such capacities for estates or trusts created by nonfamily members. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, he or she must first be granted permission by the Ethics Committee. If you serve in any of these capacities, securities transactions affected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions. If you presently serve in any of these capacities for nonfamily members, you should report the relationship in writing to the Ethics Committee.

 

Speaking Engagements and Publications . Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization. This is encouraged by the firm, as it enhances our public relations, but you should obtain approval from your supervisor and the head of your Division, if different, before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and the head of your Division, if different, and provided the course is in compliance with the Guidelines found in Investment Services’ Compliance Manual.

 

Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and the head of your Division, if different.

 

Social Media . Social media sites such as Facebook, Twitter, YouTube, and LinkedIn have experienced significant growth during the past few years. While T. Rowe Price does not discourage its associates from using social media for personal use on their personal time, it is important to understand what is expected and required when associates use social media, especially in regards to topics relating to the firm.

 

 
 

Associates may not discuss the business of T. Rowe Price, including our products and services, on social networking channels unless authorized to do so. If a social media site is used for business purposes, by designated T. Rowe Price associates, communications posted through it are subject to the same regulatory and other restrictions as communications sent by more traditional methods, such as email, printed letters, or advertisements. Therefore, such sites may only be used for business-related purposes with approval from the Legal Department. T. Rowe Price regularly monitors online discussions and entries that might involve or mention T. Rowe Price.

 

Associates are directed to the Social Media Policy located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media. The policy applies whenever using social media, whether in a personally identifiable way or anonymously.

 
 

APPENDIX A TO THE T. ROWE PRICE GROUP, INC.

CODE OF ETHICS AND CONDUCT

 

· Brokerage and Trading Control Committees . There are two Brokerage and Trading Control Committees which set the policy regarding the allocation of client brokerage. For more information contact Thea Williams of the Fixed Income Committee or Clive Williams of the Equity Committee.

 

· Chief Compliance Officer . The Chief Compliance Officer of the U.S. Price Advisers (i.e., TRPA, TRPAS, ) is John Gilner. The Chief Compliance Officer of TRP Canada is Ryan Nolan. The Chief Compliance Officer of the International Price Advisers (i.e., TRPIL, TRPHK, TRPSING) is Jeremy Fisher. The Chief Compliance Officer of the broker/dealer, T. Rowe Price Investment Services, Inc., is Stephanie Mumford.

 

· Ethics Committee . Justin Thomson, David Oestreicher, Andy Brooks, Greg McCrickard, Justin Gerbereux, John Gilner, Deanna Fidler, and David Wallack.

 

· Chairperson of the Ethics Committee . The Chairperson of the Ethics Committee is John Gilner. Requests regarding IPO’s and private placement investments should be directed to Gary Greb.

 

· Code Compliance Team . Gary Greb and Cody Potter.

 

· TRP International Compliance Team . Jeremy Fisher, Carol Bambrough, Lucy Harding, Andrea Osborne, Sam Crowther, Florence Ibiam, James Lawson, Hector Thompson, and Louise Johnson in London; Kitty Chau, Dolby Chan, and Iris Yeung in Hong Kong; and Tateomi Fujino in Tokyo.

 

· Designated Person, TRP International Compliance Team . Kitty Chau, Matt Coppin, Louise Johnson, Larry Siu, and Jeremy Fisher.

 

· Designated Person, Regulatory Reporting Section . Gary Greb and Mike Noppinger.

 

· Management Committee . Christopher Alderson, Edward Bernard, Scott David, Deanna Fidler, Robert Higginbotham, Brian Rogers, Rob Sharps, William Stromberg, Eric Veiel, and Ted Wiese.

 

· Corporate Communications/Public Relations Contacts . Edward Giltenan (Head), Bill Benintende, Thomasin Mullen, Bill Weeks,and Anne Read in London.

 

· Social Media Contacts . Danielle Nicholson Smith for legal and advertising regulatory matters. Meara Ranadive for policy and/or permissible activity matters.
 
 

Statement of Policy on Gifts And BuSiness entertainment

 

 

T. Rowe Price adopted this policy to govern the receipt and giving of gifts and business entertainment by all employees of T. Rowe Price globally (“Associates”). The giving and receiving of gifts and business entertainment must be carefully considered by Associates to avoid even the appearance of conflicts of interest.

 

Associates are encouraged to ask for guidance about how to apply this policy in advance of giving or receiving a gift or business entertainment. Questions can be directed to your manager or to the Legal Department.

 

The Code and laws in numerous jurisdictions regulate gifts and entertainment to ensure that such practices do not constitute the direct or indirect provision or receipt of bribes, kickbacks, quid pro quos, or other corrupt practices. Please refer to the “Foreign Corrupt Practices Act and Other Illegal Payments” section of the Code and the firm’s “Compliance Policy and Program Statement Relating To Anti-Bribery Laws and Prohibitions Against Illegal Payments.”

 

Specific controls are applicable to ERISA plans and certain other regulatory regimes – see “Jurisdictions and Specific Requirements” section.

 

Gifts

 

The term “gift” has a broad meaning, including merchandise, gratuities and the use of property or facilities for weekends, vacations, and trips, including transportation and lodging costs, but does not include items of nominal value (defined later in this policy).

 

General rules for all Associates:

 

· You may not give gifts in excess of US$100 (aggregate annual limit per business contact). You may not receive gifts in excess of US$100 (aggregate annual limit per organization). Please note that gifts given to a business contact’s family member (e.g., spouse or children) will count towards the US$100 annual gift limit for that business contact.

 

· You may not accept gifts from broker-dealers.

 

· You may not give gifts to or receive gifts from a vendor, client, prospect, or a lead manager of a consultant who has active negotiations or Requests For Proposals (“RFPs”) for services or products.

 

· Any gift, given or received, must be reported.

 

· Gifts may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

 

· Gifts of cash or cash equivalents may not be given or received.

 

 
 

 

Items of Nominal Value

Other than as noted in the Jurisdictions and Specific Requirements section of this policy, the term “gift” as described in this policy does not include an item of nominal value. Items with a value of US$50 or less are regarded as nominal items. For example, items such as pens, notepads, modest desk ornaments, or items that display the giving firm’s logo, which are typically given out at conferences or elsewhere, would generally fall within this exclusion. If an item is to be given in connection with the broker/dealer’s business, its value must not exceed US$50 and the item must have the TRP corporate logo permanently affixed to be exempt from the definition of “gift.”

 

Personal Gift Exclusion

A personal gift given or received in recognition of a “life event,” such as a baby or wedding gift, does not fall within this policy provided the gift is not “in relation to the business of the employer of the recipient.” There should be a pre-existing personal or family relationship between the giver and the recipient. The giver, not the firm, should pay for the gift. In addition, if an Associate is giving a gift in recognition of a life event, the giver must obtain prior approval from his/her supervisor, Business Unit Head if different, and the Chairperson of the Ethics Committee. If these conditions are met, the recordkeeping requirements and the US$100 limit do not apply.

 

Gifts Received By Attendees at An Event

Any gift or gifts received by Associates at an event (e.g., industry conference, vendor user conference, investor relations event, etc.), other than nominal gifts (see above), must be reported and the total value cannot exceed the US$100 gift limit. If an event provides a gift or gifts with a value greater than US$100, Associates may decline to accept the gift, donate it to charity or, with the approval of the Chairperson of the Ethics Committee, present the gift to the Associate’s Business Unit for a random draw of an identified group of associates of an appropriate size.

 

Group Gifts

When a group gift valued at up to US$100 (e.g., chocolate assortment) is sent by a T. Rowe Price Associate, the gift report must identify the name of at least one contact at the receiving organization. If an Associate or a T. Rowe Price department receives a gift that is valued in excess of the US$100 limit, it can be shared amongst Associates provided no single Associate’s share of the gift exceeds the US$100 limit. Alternatively, with the approval of the Chairperson of the Ethics Committee, the gift can be awarded to the winner of a random draw of an identified group of associates of an appropriate size or donate it to charity.

 

Recurring Gifts

Tickets or other gifts (including nominal value gifts) may not be given nor accepted from a business contact or firm on a standing, recurring, or ongoing basis. Supervisors are responsible for monitoring how frequently their Associates receive and give gifts to/from specific business contacts to avoid potential conflicts of interest.

 

Calculation of Value

Gifts should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of a gift is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

 

 
 

 

 

 

Business Entertainment

 

Entertainment must serve a legitimate and appropriate business purpose (“Business Entertainment”). Generally, business entertainment includes meals and sporting events with business contacts (e.g., clients or vendors). Associates should be mindful that business entertainment should generally not be solicited and only accepted after an invitation from your host. Both the Associate and the business contact must be in attendance for an event to be classified as business entertainment. Business entertainment should not be so frequent or so lavish with the same business contact or client, that when viewed in its entirety, it could be viewed as a potential conflict of interest. See “Jurisdictions and Specific Requirements” for additional restrictions on Business Entertainment.

 

Reporting and Prior Clearance

 

1. Business entertainment valued above US$100 per person must be reported.

2. Business entertainment that exceeds US$250 per person requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

 

3. Broker-dealer provision : All meal business entertainment received from broker-dealers above US$100 per person requires prior approval by the Associate’s Manager and must be reported. All non-meal business entertainment received from broker-dealers, regardless of value, requires prior approval by the Associate’s Manager and must be reported. T. Rowe Price (or in some cases, the Associate) will pay or reimburse the broker-dealer for such reported business entertainment.

 

4. Business entertainment that includes a guest (e.g., spouse or child) requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit). Keep in mind that the Associate may need to pay for the cost of the guest.

 

5. Business entertainment that does not occur in the normal course of business or is an event of national prominence requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

6. Business entertainment may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

 

Each Business Unit will implement procedures to assess and consider relevant factors when determining if approval should be granted in the circumstances requiring prior approval. For example, factors may include the purpose of the meeting, the nature of the event being conducive to conversation, the exclusivity of the event, the frequency of interaction with the business contact and whether T. Rowe Price or the Associate should be bearing some portion or all of the associated cost.

 
 

 

Post-Event Approval

In certain situations, an Associate may not be able to ascertain the cost of an event until after its conclusion, such as business dinners. In the event the business entertainment was expected to be within these reporting thresholds (e.g., less than US$250 per person) but unexpectedly exceeds them, the Associate must promptly report such entertainment to his/her Manager for further discussion. In these limited circumstances and after review by the Associate’s Manager, “post-event” approval by a Region/Segment Head or Business Unit Head (as determined by the Business Unit) will be considered to be in compliance with this policy.

 

Transportation and Lodging

Generally, the cost of transportation and lodging expenses associated with business entertainment should be borne by the party using the transportation or lodging. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.

 

Active RFPs/Business Transactions

Associates may not entertain key decision makers of a vendor, prospect or current client (or their lead manager consultant) with an active RFP or where material negotiations of specific business or transactions are taking place. Key decision makers are those individuals who have significant influence on the decision related to the RFP or transaction which would include an ERISA plan fiduciary representative. However, meals closely associated with substantive business meetings (i.e., plan reviews, due diligence visits, investment reviews, educational sessions) are permitted.

 

Large-Scale Events

The cost-per-individual at an event (e.g., industry conference, vendor user conference, investor relations event) is not counted towards US$250 prior approval threshold provided that the conference has a reasonable relationship to the duties of the attending Associate(s) and the expenses for attendance are reasonable in light of the benefits afforded to the firm by such attendance. Associates should keep in mind that if there are separate excursions or other entertainment connected with the large-scale event (e.g., golf outings, boating trips etc.) then the reporting and prior clearance requirements will apply to these separate events.

 

Calculation of Value

Business entertainment should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of an event is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

 

Jurisdictions and Specific Requirements

 

In addition to the general gift and entertainment rules in this policy, certain jurisdictions or regulators may impose restrictions that are more stringent than the general provisions of this policy. The following sets forth a summary of those restrictions.

 

 

 

 

 

 
 

 

U.S. - ERISA Covered Plans: US$250 Annual Limit

 

In accordance with guidance from the U.S. Department of Labor, the annual limit on gifts and business entertainment provided to an ERISA plan fiduciary representative (including plan advisers serving in a fiduciary capacity) is US$250. All gifts and business entertainment provided to a business contact count towards this US$250 limit except as provided below, and must be prior approved by the Associate’s Manager or Region/Segment Head (as determined by the Business Unit).

 

1. Meals provided to business contacts at educational conferences, including T. Rowe Price hosted conferences; do not count towards the US$250 annual limit.

 

2. Meals provided to business contacts and closely associated with substantive business meetings (e.g., plan reviews, due diligence visits, investment reviews, educational sessions) do not count towards the US$250 annual limit, but are subject to this policy’s reporting and prior clearance rules.

 

3. Items of nominal value are not subject to this policy’s reporting requirements and do not count towards the US$250 annual limit. Generally, items that are less than US$10 are deemed to have nominal value. For the avoidance of doubt, any item that has a value greater than US$10, including items with a corporate logo permanently affixed, count towards the US$250 annual limit and must be reported.

 

Note that all gifts, business entertainment, and meals given to or attended by guests of the business contact(s) (including in the context of an educational conference) count towards the US$250 annual limit and are subject to this policy’s reporting and prior clearance rules.

 

In certain circumstances, the Legal Department may grant an exception to the T. Rowe Price annual limit subject to compliance with the U.S. Department of Labor limits.

 

Country and U.S. State Specific Requirements

 

Countries and U.S. states may adopt rules that govern the provision of gifts and business entertainment. Such rules may impose strict dollar limits or prohibitions on providing gifts and business entertainment which may be more restrictive than this policy. Additionally, these rules may impose increased reporting requirements on Associates. The Legal Department will work with business units to inform them of these jurisdictions’ specific rules.

 

Reporting

 

It is ultimately the Associate’s responsibility to properly report gifts and business entertainment, whether given or received, in accordance with each business unit’s reporting procedures. All gifts must be reported within ten business days. All business entertainment must be reported promptly.

 

 
 

All gifts and business entertainment reports will be available for review by Legal/Compliance, including International Compliance, in conjunction with their responsibility to oversee our firm-wide compliance.

 

The U.S. Department of Labor has established strict gift and entertainment reporting rules relative to ERISA clients. All gifts and business entertainment of US$10 or more accepted from, provided to, or in relation to ERISA clients should be reported under the Associate’s business unit’s procedures.

 

Chair of the Ethics Committee

 

Special circumstances may arise that would require the review of the Chair of the Ethics Committee and may result in exceptions being granted to part or all of this policy.

 

 

 

 

 
 

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

 

Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel ( e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the United States, the United Kingdom, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries as well as information pertaining to Price Funds and clients ( see page 4-9).

 

Purpose of Statement of Policy. As a global firm, Price Group is subject to a wide array of laws and regulations that prohibit the misuse of inside information. The purpose of this Statement of Policy (“ Statement ”) is to describe and explain: (i) the general legal prohibitions and sanctions regarding insider trading under both U.S. and U.K. law and how they are applicable across the firm globally; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm’s educational program regarding insider trading. Additionally, the United States Insider Trading and Securities Fraud Enforcement Act (“ Act ”) requires Price Group to establish, maintain, and enforce written procedures designed to prevent insider trading.

 

Many jurisdictions, including Honk Kong, Singapore, Japan, Australia and most European countries, have laws and regulations prohibiting the misuse of inside information. While this Statement does not make specific reference to these laws and regulations, the Statement provides general guidance regarding appropriate activities that is applicable to all employees globally. There is, however, no substitute for knowledge of local laws and regulations. Employees are expected to understand the relevant local requirements where they work and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal Department or the TRP International Compliance Team.

 

Price Group has also adopted a Statement of Policy on Securities Transactions ( see page 5-1), which requires both Access Persons (see page 5-3) and Non-Access Persons ( see page 5-4) to obtain prior transaction clearance with respect to their transactions in Price Group stock and requires Access Persons to obtain prior transaction clearance with respect to all pertinent securities transactions. In addition, both Access Persons and Non-Access Persons are required to report covered securities transactions on a timely basis to the firm. The independent directors of the Price Funds, although Access Persons, are not subject to prior transaction clearance requirements and are subject to modified reporting as described on pages 5-21 to 5-23.

 

The Basic Insider Trading Prohibition. The “insider trading” doctrine under United States securities laws generally prohibits any person (including investment advisers) from:

 

 
 
· trading in a security while in possession of material, non-public information regarding the issuer of the security;
· tipping such information to others;

 

· recommending the purchase or sale of securities while in possession of such information;

 

· assisting someone who is engaged in any of the above activities.

 

Thus, “insider trading” is not limited to insiders of the issuer whose securities are being traded. It can also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers. In addition, it is not limited to persons who trade. It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information. A “security” includes not just equity securities, but any security ( e.g., corporate and municipal debt securities, including securities issued by the federal government).

 

“Need to Know” Policy. All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

 

Transactions Involving Price Group Stock . You are reminded that you are an “insider” with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable. You are prohibited from trading Price Group stock (TROW) if you are privy to material, non-public information.

 

Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

 

· Injunctions;

 

· Treble damages;

 

· Disgorgement of profits;

 

· Criminal fines;

 

· Jail sentences;

 

· Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and

 

· Civil penalties for the controlling entity ( e.g ., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.
 
 

 

In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved.

The provisions of U.S. and U.K. law discussed below and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal Department or the TRP International Compliance Team, as appropriate.

 

U.S LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

 

Introduction. “Insider trading” is a top enforcement priority of the United States Securities and Exchange Commission. The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Insider Trading and Securities Fraud Enforcement Act:

 

Written Procedures . Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

 

Penalties. Imposes severe civil penalties on brokerage firms, investment advisers, their management and advisory personnel, and other “controlling persons” who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other “controlled persons.” Additionally, the Act contains substantial criminal penalties, including monetary fines and jail sentences.

 

Private Right of Action. Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

 

Bounty Payments . Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC, but may not exceed 10 – 30% of the penalty imposed.

 

The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and Fair Disclosure, which are discussed later in this Statement.

 

Basic Concepts of Insider Trading . The four critical concepts under United States law in insider trading cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public and (4) use/possession. Each concept is discussed below.

 

Fiduciary Duty/Misappropriation . In two decisions, the United States Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

 

A typical breach of duty arises when an insider, such as a corporate officer, purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporation’s shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to

 
 

a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit; that would be enough to find a fiduciary breach.

 

The concept of who constitutes an “insider” is broad. It includes officers, directors, and employees of an issuer. In addition, a person can be a “temporary insider” if he or she enters into a confidential relationship in the conduct of an issuer’s affairs and, as a result, is given access to information solely for the issuer’s purpose. A temporary insider can include, among others, an issuer’s attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information disclosed confidential.

 

Court decisions have held that under a “misappropriation” theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

 

SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the “misappropriation” theory of insider trading. It states that a “duty of trust or confidence” exists in the following circumstances, among others:

 

(1) Whenever a person agrees to maintain information in confidence;

 

(2) Whenever the person communicating the material nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or

 

(3) Whenever a person receives or obtains material non-public information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.

 

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information.

 

Materiality. Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is “material.” The information need not be so important that it would have changed an investor’s decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.

 

 
 

Resolving Close Cases. The United States Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

 

Effect on Market Price. Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.

 

Future Events . The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

 

Illustrations. The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8-K with the SEC; establishment of a program to make purchases of the issuer’s own shares; a tender offer for another issuer’s securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

 

Non-Public vs. Public Information. Any information that is not “public” is deemed to be “non-public.” Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include material information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.

 

Disclosure to News Services and National Papers. The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their

companies to: (1) the national business and financial newswire services (Dow Jones and Reuters); (2) the national service (Associated Press); and (3) The New York Times and

The Wall Street Journal.

 

Local Disclosure. An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded, but might not be sufficient for an issuer that has a national market.

 

Information in SEC Reports . Information contained in reports filed with the SEC will be deemed to be public.

 

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public ( i.e ., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to

 
 

allow the information to be fully disseminated. Price Group may also follow Information Barrier procedures, as described on page 4-9 of this Statement.

 

Concept of Use/Possession . It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the “possession” standard, as opposed to the “caused” standard, the following three examples are provided:

 

First, if the investment committee to a Price mutual fund were to obtain material, non-public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.

 

Second, if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

 

Third, even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

 

The SEC has expressed its view about the concept of trading “on the basis of” material, non-public information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is “on the basis” material non-public information about that security or issuer if the person making the purchase or sale was aware of the material, non-public information when the person made the purchase or sale.

 

A person’s purchase or sale is not “on the basis of” material, non-public information if he or she demonstrates that:

 

(A) Before becoming aware of the information, the person had:

 

(1) Entered into a binding contract to purchase or sell the security;

 

(2) Instructed another person to purchase or sell the security for the instructing person’s account, or

 

(3) Adopted a written plan for trading securities.

 

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

 

Under Rule 10b5-1, a person other than a natural person ( e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not “on the basis of” material, non-public

 
 

information if it demonstrates that:

 

· The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

 

· The person had implemented reasonable policies and procedures, taking into consideration the nature of the person’s business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material, non-public information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material, non-public information, or those that prevent such individuals from becoming aware of such information.

 

Tender Offers. Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

 

Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, nonpublic information to certain persons who would be expected to trade on it. The rule applies only to publicly-traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

 

Under this rule, whenever:

 

· An issuer, or person acting on its behalf,

 

· discloses material, non-public information,

 

· to securities professionals, institutional investors, broker-dealers, and holders of the issuer’s securities,

 

· the issuer must make public disclosure of that same information,

 

· simultaneously (for intentional disclosures), or

 

· promptly within 24 hours after knowledge of the disclosure by a senior official (for non-intentional disclosures)

 

Regulation FD does not apply to all of the issuer’s employees; rather only communication by an issuer’s senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the Rule’s coverage, including persons who are subject to a confidentiality

 
 

agreement, credit rating agencies, and “temporary insiders,” such as the issuer’s lawyers, investment bankers, or accountants.

 

Expert Network Services. Expert networks may be used by approved investment staff to supplement the investment process. Expert networks provide investors with access to individuals having a particular expertise or specialization, such as industry consultants, vendors, doctors, attorneys, suppliers, or past executives of particular companies. Expert network services can be an important component of the investment research process, and Price Group has implemented various controls to govern these interactions. A strict approval process is in place for utilizing a new expert network service. Also, a reporting and oversight process exists in the Equity Division to ensure that the services are being used properly by only appropriate investment staff.

 

Information Regarding Price Group.

 

The illustrations of material information found on page 4-5 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have not intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend was prosecuted, your status as an informant or “tipper” would directly involve you in the case. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to Price Group you should contact the Legal Department.

 

Information Regarding T. Rowe Price Funds and Subadvised Funds.

 

Employees who possess material, non-public information pertaining to a Price Fund or subadvised fund are prohibited from trading in the shares of the fund. Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt that is not reflected in the fund’s NAV, which could be regarded as material. For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown. Such information could constitute material, non-public information. Information regarding future events that would not be expected to have a known impact on the fund’s NAV, such as a large subscription by an institutional shareholder or a change in the fund’s portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to a Price Fund or subadvised fund you should contact the Legal Department.

 

LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE UNITED STATES

 

The jurisdictions outside the United States that regulate some T. Rowe Price entities ( see pages 1-2 and 1-3 for a description of these entities and jurisdictions) have laws in this area that are based on principles similar to those of the United States described in this Statement. If you comply with the Code, then you will comply with the requirements of these jurisdictions. If you

 
 

have any concerns about local requirements, please contact the TRP International Compliance Team or the Legal Department.

 

 

 

PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

 

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate Legal Compliance person or group and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary.

 

Specifically, you may not:

 

· Trade in securities to which the material, non-public information relates;

 

· Disclose the information to others;

 

· Recommend purchases or sales of the securities to which the information relates.

 

If it is determined that the information is material and non-public, the issuer will be placed on either:

 

· A Restricted List (“ Restricted List ”) in order to prohibit trading in the security by both clients and Access Persons; or

 

· A Watch List (“ Watch List ”), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier .

 

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal Department and the Regulatory Reporting Section who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if a Designated Person on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact the Regulatory Reporting Section. The Regulatory Reporting Section will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

 

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal Department.

 

The Restricted List is also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group. Individuals with access to the Restricted List should not disclose its contents to anyone within Price Group who does not have a legitimate

 
 

business need to know this information.

 

 

 

 

Process for All Associates.

 

If an individual subject to the Code believes they may be in possession of material, non-public information (MNPI), Legal should be contacted immediately. The individual may not disclose the information or trade in the security until a determination is made by Legal. US-based personnel should contact the Legal Department in Baltimore and international personnel should contact the International Compliance Team. The respective Compliance personnel will make the determination if the information is material, non-public and if the issuer should be placed on either the Watch List or Restricted List.

 

 

 

When the information is no longer material or non-public, Compliance will remove the issuer from the Watch List or Restricted List.

 

 

Specific Procedures Relating to the Safeguarding of Inside Information .

 

To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted List, it is important that you take the following steps to safeguard the confidentiality of material, non-public information:

 

· Do not discuss confidential information in public places such as elevators, hallways or social gatherings;

 

· To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;

 

· Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

 

· Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;

 

· Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use; and

 

· Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines ( see page 2-15) should be reviewed before taking any action.

 

 
 

ADDITIONAL PROCEDURES

 

Education Program. While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.

 

To ensure that all appropriate personnel are properly informed of and understand Price Group’s policy with respect to insider trading, the following program has been adopted.

 

Initial Review and Training for New Personnel . All new persons subject to the Code, which includes this Statement, will be given a copy of it at the time of their association and will be required to certify that they have read it. In addition, each new employee is required to take web-based training promptly after his or her start date.

 

Revision of Statement. All persons subject to the Code will be informed whenever this Statement is materially revised.

 

Annual Review. All persons subject to the Code receive training on the Code annually.

 

Confirmation of Compliance. All persons subject to the Code will be asked to confirm their understanding of an adherence to the Code, including this Statement, on at least an annual basis.

 

Questions. If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal Department, or the TRP International Compliance Team as appropriate.

 
 

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SECURITIES TRANSACTIONS

 

BACKGROUND INFORMATION.

 

Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the “ Exchange Act ”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions’ laws and regulations, Price Group and the mutual funds (“ Price Funds ”) which its affiliates manage have adopted this Statement of Policy on Securities Transactions (“ Statement ”).

 

Price Advisers’ Fiduciary Position . As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

 

Purpose of Statement of Policy . The Statement was developed to help guide Price Group’s employees and independent directors and the independent directors of the Price Funds in the conduct of their personal investments and to:

 

· eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal, such as Front Running ( see definition below);

 

· avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

 

· prevent, as well as detect, the misuse of material, non-public information.

 

Those subject to the Code, including the independent directors of Price Group and the Price Funds, are urged to consider the reasons for the adoption of this Statement. Price Group’s and the Price Funds’ reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds.

 

Front Running . Front Running is illegal. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices effected by client transactions.

 

QUESTIONS ABOUT THE STATEMENT . You are urged to seek the advice of the Chief Compliance Officer of TRPA, the Chairperson of the Ethics Committee (U.S.-based personnel), the TRP International Compliance Team (International personnel) or Code Compliance (all

 
 

personnel regardless of office location) when you have questions as to the application of this Statement to individual circumstances.

 

EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

 

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the “ Policy ”), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

 

This Policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

 

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

 

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

 

PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person’s or Non-Access Person’s spouse, minor children, and certain other relatives, as further described on page 5-5 of this Statement. All Access Persons except the independent directors of the Price Funds are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds are not subject to prior transaction clearance requirements and are subject to modified reporting as described on page 5-21. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements, but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

 

Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

 

Employee Partnerships. Partnerships such as Pratt Street Ventures.

 
 

 

Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and affiliates.

 

Certain Contingent Workers/Contractors. These workers include:

 

· All temporary workers hired on the Price Group payroll (“ TRP Temporaries ”);

 

· All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

 

· All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group’s employees (versus project work that stands apart from ongoing work); and

 

· Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

 

Retired Employees. Retired employees of Price Group who receive investment research information from one or more of the Price Advisers will be subject to this Statement.

 

Independent Directors of Price Group and the Price Funds . The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds include those directors of the Price Funds who are not deemed to be “interested persons” of Price Group.

 

Although subject to the general principles of this Statement, including the definition of “beneficial ownership,” independent directors are subject only to modified reporting requirements (s ee pages 5-21 to 5-23). The trades of the independent directors of the Price Funds are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

 

ACCESS PERSONS. Certain persons and entities are classified as “Access Persons” under the Code. The term “ Access Persons ” means:

 

· the Price Advisers;

 

· any officer or director of any of the Price Advisers or the Price Funds (except the independent directors of the Price Funds are generally not subject to prior transaction clearance and have modified reporting requirements, as described as follows);

 

· any person associated with any of the Price Advisers or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to non-public information regarding the purchase or sale of securities by a
 
 

Price Fund or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds, or whose functions relate to the making of any recommendations with respect to the purchases or sales; or

 

· any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client.

 

All Access Persons are notified of their status under the Code. Although a person can be an Access Person of one or more Price Advisers and one or more of the Price Funds, the independent directors of the Price Funds are only Access Persons of the applicable Price Funds; they are not Access Persons of any of the Price Advisers.

 

Investment Personnel. An Access Person is further identified as “ Investment Personnel ” if, in connection with his or her regular functions or duties, he or she “makes or participates in making recommendations regarding the purchase or sale of securities” by a Price Fund or other advisory client.

 

The term “Investment Personnel” includes, but is not limited to:

 

· those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm’s clients (investment counselors and members of the mutual fund advisory committees);

 

· research and credit analysts; and

 

· traders who assist in the investment process

 

All Investment Personnel are deemed Access Persons under the Code. All Investment Personnel are notified of their status under the Code. Investment Personnel are generally prohibited from investing in initial public offerings ( see page 5-15).

 

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed “ Non-Access Persons. ” If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person under the beneficial ownership provisions described below. However, the independent directors of Price Group are not included in this definition.

 

TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

 

First , you are a “ beneficial owner ” of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

 

Second , if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization ( e.g., a power of attorney to direct transactions in another person’s account) of an unrelated person’s or entity’s brokerage account, or are directing

 
 

another person’s or entity’s trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

 

Definition of Beneficial Owner. A “beneficial owner” is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

 

A person has beneficial ownership in:

 

· securities held by members of the person’s immediate family sharing the same household , although the presumption of beneficial ownership may be rebutted;

 

· a person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

 

· a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

 

· a general partner’s proportionate interest in the portfolio securities held by either a general or limited partnership;

 

· certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

 

· a person’s right to dividends that is separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

 

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

 

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse has an independent trading program in which you have no input. Similarly, if your spouse has investment control over, but not beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

 

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement’s relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section (via the Legal Compliance Employee Trading mailbox) or the TRP International Compliance Team. Any such request for

 
 

clarification or interpretations should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation about the applicability of the Statement. Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Team or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

 

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running ( see page 5-1 for definition of Front Running).

 

TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the United States securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

 

Independent Directors of Price Funds. The independent directors of the Price Funds are prohibited from owning the stock or other securities of Price Group.

 

Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day after the filing of the firm’s earnings release with the SEC on Form 10-Q or Form 8-K. You will be notified by the Management Committee from time to time as to the controlling dates.

 

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group are required to obtain clearance prior to effecting any proposed transaction (including gifts and transfers of beneficial ownership) involving shares of Price Group stock owned beneficially, including any Price Group stock owned in the Employee Stock Purchase Plan (“ ESPP ”). Moving shares of Price Group stock (held outside of the ESPP) between securities firms or to/from street name accounts with the same registration does not have to receive prior clearance, but must be reported.

 

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be processed by using the online request form. This online form can be accessed through the TROW Employee Stock Transactions tool located on the TRP Exchange. The Payroll and Stock Transaction Group is responsible for processing and maintaining the records of all such requests. This includes not only market transactions, but also sales of stock purchased either through the ESPP or through a securities account if shares of Price Group stock are transferred there from the ESPP.

 
 

Purchases effected through the ESPP are automatically reported to the Payroll and Stock Transaction Group.

 

Gifts . The giving of or receipt of Price Group stock (TROW) must be prior cleared. This includes donation transactions into donor-advised funds such as the T. Rowe Price Program for Charitable Giving, as well as any other charitable gifting.

 

Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.

 

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

 

Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted.

 

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. Refer to page 5-28 for a full description of the 60-Day Rule.

 

Only Price Group stock that has been held for at least 60 days may be gifted. You must receive prior clearance before gifting shares of Price Group stock.

 

Purchases of Price Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock ( see page 5-28).

 

To avoid issues with the 60-day rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.

 

Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.

 

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report to the Payroll and Stock Transaction Group any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.

 

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Team

 
 

or by the financial institution ( e.g. broker/dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

 

Effectiveness of Prior Clearance. Prior transaction clearance of transactions in Price Group stock is effective for three United States business days from and including the date the clearance is granted, unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

 

Reporting of Disposition of Proposed Transaction. You must use the form returned to you by the Payroll and Stock Transaction Group to notify it of the disposition (whether the proposed transaction was effected or not) of each transaction involving shares of Price Group stock owned directly. The notice must be returned within two business days of the trade’s execution or within five business days of the date of prior transaction clearance if the trade is not executed.

 

Insider Reporting and Liability. Under current SEC rules, certain officers directors and 10% stockholders of a publicly traded company (“ Insiders ”) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

 

SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

 

· Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider ( i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

 

· Form 4. Any change in the Insider’s ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.
 
 

 

· Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

 

Liability for Short-Swing Profits. Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

 

PRIOR TRANSACTION CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.

 

Access Persons, unless otherwise provided for as follows, must obtain prior transaction clearance before directly or indirectly initiating, recommending, or in any way participating in, the purchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire, any beneficial interest or which he or she controls. This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Following are exceptions to the prior transaction clearance requirement:

 

· the independent directors of the Price Funds are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds:
· and, any Price Adviser is not required to receive prior transaction clearance when T. Rowe Price seed money is deployed to establish a client/product strategy.

 

Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transaction in Price Group stock.

 

Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock transaction Group.

 

Where required, prior transaction clearance must be obtained regardless of whether the transaction is effected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker/dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule ( see page 5-28); you are responsible for ensuring your compliance with this rule.

 

 

TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A “REPORTABLE FUND.” The following transactions do not require either prior transaction clearance or reporting:

 
 

 

Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds ( see page 5-12).

 

Undertakings for Collective Investments in Transferrable Securities (UCITS). The purchase or redemption of shares in an open-ended European investment fund established in accordance with the UCITS Directive provided that a Price Adviser does not serve as an adviser to the fund.

 

Automatic Investment Plans. Transactions through 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. However, the initial automatic investment does require prior clearance. An automatic investment plan includes a dividend reinvestment plan. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a “non-systematic transaction”) must be reported by both Access Persons and non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

 

Donor-Advised Funds. Transactions within donor-advised funds, such as the T. Rowe Price Program for Charitable Giving, do not require prior clearance or reporting. A gift of Price Group stock into a donor-advised fund is required to be prior cleared and reported.

 

U.S Government Obligations. Purchases or sales of direct obligations of the U.S Government.

 

Certain Commodity Futures Contracts. Purchases or sales of commodity futures contracts for tangible goods ( e.g., corn, soybeans, wheat) if the transaction is regulated solely by the United States Commodity Futures Trading Commission (“ CFTC ”). Futures contracts for financial instruments, however, must receive prior clearance and be reported.

 

Commercial Paper and Similar Instruments. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

 

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

 

Currency. Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example. However, securitized or financial instruments used for currency exposure ( e.g. ProShares Ultra Yen ETF), must receive prior clearance and be reported.

 
 

 

 

 

 

 

 

 

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:

 

Exchange-Traded Funds (“ETFs”). Purchases or sales of the following ETFs only:

 

· SPDR Dow Jones Industrial Average ETF (“ DIA ”)
· SPDR S&P 500 ETF Trust (“ SPY ”)
· PowerShares QQQ Trust, Series 1 (ETF) (“ QQQ ”)
· iShares MSCI EAFE ETF (“ EFA ”)
· iShares Core S&P 500 ETF (“ IVV ”)
· iShares Russell 2000 ETF (“ IWM ”)
· iShares MSCI Emerging Market ETF (“ EEM ”)
· iShares FTSE 100 UCITS ETF (“ GB/ISF ”)

 

Transactions by Access Persons in all other ETFs, including ETFs authorized as UCITS, must receive prior clearance and these transactions must be reported by both Access Persons and Non-Access Persons.

 

Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case it must comply with the specific restrictions on ETFs described immediately above.

 

National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.

 

Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.

 

Pro Rata Distributions. Purchases effected by the exercise of rights issued pro-rata to all holders of a class of securities or the sale of rights so received.

 

Tender Offers. Purchases and sales of securities pursuant to a mandatory ( e.g., the holder has no choice or elections regarding the offer) tender offer. Merger elections, however, that presents holders of acquired securities, with exchange options that typically

 
 

include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.

 

Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Person’s spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a “cash-less” transactions, must receive prior transaction clearance.

 

Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse . Transactions commonly called “net sales” whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.

 

Inheritances. The acquisition of securities through inheritance.

 

Gifts. The giving of or receipt of a security as a gift. However a gift of or receipt of Price Group stock must be prior cleared.

 

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions. The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

 

Spousal Employee-Sponsored Payroll Deduction Plans. Purchases, but not sales, by an Access Person’s spouse pursuant to an employee-sponsored payroll deduction plan ( e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

 

Partial Shares Sold. Partial shares held in an account that are sold when the account is transferred to another broker/dealer or to new owner or partial shares sold automatically by the broker/dealer.

 

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

 

Reportable Funds Not Held On A T. Rowe Price Platform. Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds and UCITS, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds, SICAVs, OEICs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through sub-advised relationships, including any fund holdings offered through

 
 

retirement plans ( e.g., 401(k) plans) other than the T. Rowe Price U.S. Retirement Plan, or as an investment option offered as part of a variable annuity. Code Compliance maintains a listing of sub-advised Reportable Funds on the TRP Exchange.

 

 

 

Access Persons must inform the Code Compliance Team about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on a T. Rowe Price platform, in a TRP Brokerage Account, or in the T. Rowe Price U.S. Retirement Plan, the Access Person need not report these transactions directly ( see page 5-20).

 

In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on page 5-20.

 

Interests in Section 529 College Savings Plans not held on the T. Rowe Price Platform. Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan for which any Price Adviser serves as an adviser or subadviser to the plan.

 

Access Persons must inform the Code Compliance Team about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan. For these specific plans only, once this notification has been given, an Access Person need not report transactions directly ( see page 5-20).

 

In instances where ownership interests in 529 College Savings Plans that are advised or subadvised by a Price Adviser are held through an intermediary, transactions must be reported as described on page 5-19.

 

 

The independent directors of the Price Funds are subject to modified reporting requirements.

 

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

 

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. If the transaction or security is not subject to prior transaction clearance, you should assume that it is subject to this requirement unless specifically informed otherwise by the Code Compliance Team or the TRP International Compliance Team. The only Access Persons not subject to the prior transaction clearance requirements are the independent directors of the Price Funds.

 

Among the transactions for which you must receive prior transaction clearance are:

 

 
 
· Non-systematic transactions in a security that is not exempt from prior transaction clearance;

 

· Close-end fund transactions, including U.K, Canadian, and other non-U.S. investment trusts, and ETFs not specifically exempted from prior clearance ( see page 5-11) ; and

 

· Transactions in sector index funds that are closed-end or exchange-traded funds.

 

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds), including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group and the Price Funds are subject to modified reporting requirements.

 

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described above or the Chairperson of the Ethics Committee or his or her designee has otherwise determined that prior transaction clearance is not required, Access Persons, other than the independent directors of the Price Funds, must receive prior transaction clearance for all securities transactions.

 

Access Persons should follow the procedures set forth below before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Team before proceeding.

 

Procedures For Obtaining Prior Transaction Clearance For Initial Public Offerings (“IPOs”):

 

Non-Investment Personnel. Access Persons who are not Investment Personnel (“ Non-Investment Personnel ”) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or his or her designee (“ Designee” ). An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.

 

In considering such a request for prior transaction clearance, the Chairperson or his or her Designee will determine whether the proposed transaction presents a conflict of interest with any of the firm’s clients or otherwise violates the Code. The Chairperson or his or her Designee will also consider whether:

 

1. The purchase is made through the Non-Investment Personnel’s regular broker;

 

 
 
2. The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel’s account; and

 

3. The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficial interest.

 

 

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm’s clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm’s clients have had the opportunity to purchase in the secondary market once the underwriting is completed – commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

 

Investment Personnel. Investment Personnel may not purchase securities in an IPO.

 

Non-Access Persons. Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.

 

Procedures For Obtaining Prior Transaction Clearance For Private Placements. Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or his or her Designee. This prior clearance provision includes situations involving investment transactions made in small businesses typically sourced through family or friends as well as any other referral source.

 

A private placement is generally defined by the SEC as an offering that is exempt from registration under the Securities Act. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement.

 

Crowdfunding. Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.

 

If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or his or her designee.

 

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm’s clients, and whether the opportunity is being offered to

 
 

the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee. These investments may also have special reporting requirements, as discussed under “Procedures for Reporting Transactions,” at page 5-19.

 

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm’s investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

 

Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

 

Procedures For Obtaining Prior Transaction Clearance For All Other Securities Transactions. Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firm’s intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance team. If you cannot access myTRPcompliance, requests may be made by email to the Legal Compliance Employee Trading mailbox. All requests must include the name of the security, a definitive security identifier ( e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover. Responses to all requests will be made by myTRPcompliance or the Code Compliance Team, documenting the request and whether or not prior transaction clearance has been granted. The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.

 

Requests will normally be processed on the same day; however, additional time may be required for prior transaction clearance for certain securities, including non-U.S. securities.

 

Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction is effective for three United States business days from and including the date the clearance is granted, regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period ( e.g., certain transactions through transfer agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Team after prior clearance has been granted, but before entering the order with the executing agent.

 

Reminder. If you are an Access Person and become the beneficial owner of another’s securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of

 
 

another’s securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.

 

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION. Prior transaction clearance will usually not be granted if:

 

Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-25) under “Large Issuer/Volume Transactions” are met.

 

Purchases and Sales Within Seven Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-25) under “Large Issuer/Volume Transactions” are met.

 

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to An Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure as opposed to enhanced index funds are not considered for this purpose.

 

If all clients have eliminated their holdings in a particular security, the seven calendar day restriction is not applicable to an Access Person’s transactions in that security.

 

Approved Company Rating Changes. A change in the rating of an approved company has occurred within seven calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth calendar day.

 

Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

 

Exchange-Traded Fund (ETF) Restrictions. Transaction requests in narrow, inverse (also known as short or inverse-leveraged) ETFs will be denied. Narrow, inverse ETFs include, but are not limited to, those focused on the commodities, currencies and specific market sectors. Short sale transaction requests of narrow, long ETFs will also be denied. A list of eligible, “to be approved for trading” broad, inverse ETFs will be maintained on the Exchange.

 

Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or his or her designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or his or her designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or his or her designee may consider in making this determination include:

 

 
 
· the size of the proposed transaction;

 

· the nature of the proposed transaction ( i.e., buy or sell) and of any recent, current or pending client transactions;

 

· the trading volume of the security that is the subject of the proposed Access Person transaction;

 

· the existence of any current or pending order in the security for any client of a Price Adviser;

 

· the reason the Access Person wants to trade ( e.g., to provide funds for the purchase of a home); and

 

· the number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

 

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. All Access Persons (except the independent directors of the Price Funds) and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see discussion of beneficial ownership and control concepts on page 5-4) to Code Compliance, Legal Department, T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218. T. Rowe Price has established relationships and processes with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements. Certain broker-dealers require employee consent before sending such confirmations, contract notes, and statements to T. Rowe Price. In those cases, Code Compliance will contact the employee and obtain the required authorization.

 

The independent directors of Price Group and the Price Funds are subject to modified reporting requirements described at pages 5-21 to 5-23.

 

If transaction or statement information is provided in a language other than English, the employee should provide a translation into English of the documents.

 

NOTIFICATION OF SECURITIES ACCOUNTS. All persons (except the independent directors of the Price Funds) and all entities subject to this Statement must report their securities accounts upon joining the firm as well as report any new securities accounts opened while employed by the firm. myTRPcompliance (located on the Exchange) is the tool that must be used to report and maintain (open or close) accounts holding securities subject to this Statement of Policy.

 

The independent directors of Price Group and the Price Funds are not subject to this requirement.

 
 

 

New Personnel Subject to the Code. A person subject to the Code must give written notice as directed above of any existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.

 

You do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund; that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

 

Officers, Directors and Registered Representatives of Investment Services. FINRA requires each associated person of T. Rowe Price Investment Services, Inc. to:

 

· Obtain approval for a securities account from Investment Services (whether the registered person is based in the United States or internationally); the request for approval should be in writing, directed to the Code Compliance Section, and submitted before opening or placing the initial trade in the securities account; and

 

· If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services.

 

Annual Statement by Access Persons. Each Access Person, except an Access person who is an independent director of the Price Funds, must also file with the firm a statement of his or her accounts as of year-end in January of the following year.

 

Reminder. If you become the beneficial owner of another’s securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then the associated securities accounts become subject to the account reporting requirements.

 

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group and the Price Funds, who are subject to modified reporting requirements:

 

Report Form. If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Team will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Team must receive the confirmation or similar document no later than 10 days after the end of the calendar quarter in which the transaction occurred. You must report all other transactions using the “Securities Transaction Report” form which is available in the myTRPcompliance system.

 

What Information Is Required. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

 
 

 

· the date of the transaction
· the title of the security
· the ticker symbol or CUSIP number, as applicable
· the interest rate and maturity date, as applicable
· the number of shares, as applicable
· the principal amount of each reportable security involved, as applicable
· the nature of the transaction ( i.e. purchase, sale or any other type of acquisition or disposition)
· the price of the security at which the transaction was effected
· the name of the broker, dealer or bank with or through which the transaction was effected; and
· the date you submit the report

 

When Reports are Due. You must report a securities transaction (other than a transaction in a Reportable Fund or Section 529 College Savings Plan [Access Persons only] or a spousal payroll deduction plan or a stock split or similar acquisition or disposition) within ten business days after the trade date or within ten business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a Section 529 College Savings Plan, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

 

Access Person Reporting of Reportable Funds and Section 529 College Savings Plan Interests held on the T. Rowe Price Platform or held by the TRP UK Retirement Plan. You are required to inform the Code Compliance Section about Reportable Funds and/or Section 529 College Savings Plan interests ( i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on the T. Rowe Price Platform or held by the TRP UK Retirement Plan. Once you have done this, you do not have to report any transactions in those securities. Your transactions and holdings will be updated and reported automatically to Code Compliance on a periodic basis. You should report your new account via myTRPcompliance (located on the Exchange) when you first establish an account in a Reportable Fund or invest in Section 529 College Savings Plan Interests held on a T. Rowe Price Platform or held by the TRP UK Retirement Plan.

 

Access Person Reporting of Reportable Funds and Section 529 TRP-advised College Savings Plan Interests NOT held on the T. Rowe Price Platform. You must notify the Code Compliance Team of any Reportable Fund or Section 529 TRP-advised College Savings Plan interests that you beneficially own or control that are held at any intermediary. This would include, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe Price Retirement Plan Services, Inc. acts as the administrator or record-keeper of that plan. Any transaction in a Reportable Fund or in interests in a Section 529 TRP-advised College Savings Plan must be reported by duplicate transaction confirmations and statements sent directly by the intermediary to the Code Compliance Team or by the Access Person directly using the “Securities Transactions” form (located in myTRPcompliance) within 10 days of the end of the quarter in which the transaction occurred.

 

 
 

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls ( e.g., in a limited partnership) you must report each capital call. This is required even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.

 

Reminder. If you become the beneficial owner of another’s securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, the transactions in these securities become subject to the transaction reporting requirements.

 

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS.

 

Transactions in Publicly Traded Securities. An independent director of the Price Funds must report transactions in publicly-traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser. The independent director should contact the Legal Department to request approval to exempt any such accounts from this reporting requirement.

 

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange ( i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as a Price Funds independent director, should have known that during the 15-day period immediately before or after the independent director’s transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund or Price advisory client.

 

Methods of Reporting. An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Team.

 

Quarterly Reports. If a Price Fund independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Team no later than thirty days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions. The Code compliance Team will send to each independent director of the Price Funds who chooses to report transactions on a quarterly basis a reminder letter and reporting form approximately ten days before the end of each calendar quarter.

 

 
 

Duplicate Confirmation Reporting. An independent director of the Price Funds may also instruct his or her broker to send duplicate transaction confirmations directly to the Code Compliance Section. An independent director who chooses to have his or her broker send duplicate account information to the Code Compliance Team in lieu of directly reporting broker-executed transactions must nevertheless provide Quarterly Reports for any securities transactions for which a broker confirmation is not generated.

 

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:

 

· Exercise of Stock Options of a Corporate Employer;

 

· Inheritance of a Security

 

· Gift of a Security; and

 

· Transactions in Certain Commodities Futures Contracts ( e.g., financial indices).

 

An independent director of the Price Funds must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation. The Code Compliance Team will send to each independent director of the Price Funds who chooses to report transactions through broker confirmations a reminder letter approximately ten days before the end of each calendar quarter so that transactions not reported by broker confirmations can be reported.

 

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds. An independent director of the Price Funds shall report to the Code Compliance Team any officership, directorship, general partnership, or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds.

 

Reporting of Significant Ownership.

 

Issuers (Other than Non-Public Investment partnerships, Pools or Funds). If an independent director of the Price Funds owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

 

Non-Public Investment Partnerships, Pools or Funds. If an independent director of the Price Funds owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director

 
 

must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

 

Investments in Price Group. An independent director of the Price Funds is prohibited from owning the common stock or other securities of Price Group.

 

Investments in Non-Listed Securities Firms. An independent director of the Price Funds may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund Boards.

 

Dealing with Clients. Aside from market transactions effected through securities exchanges, an independent director of the Price Funds may not, directly or indirectly, sell to or purchase any security from a client. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers.

 

Prior Transaction Clearance Requirements. The independent directors of the Price Funds are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds.

 

 

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP OR ITS SUBSIDIARIES.

 

Reporting of Personal Securities Transactions. An independent director is not required to report his or her personal securities transactions (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers’ investment research, recommendations, or transactions. However, each independent director is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records ( e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

 

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director shall report to the Code Compliance Team any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group or any of its subsidiaries.

 

Reporting of Significant Ownership.

 

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she

 
 

must report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

 

Non-Public Investment Partnerships, Pools or Funds. If an independent director owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Team unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

 

Investments in Non-Listed Securities Firms. An independent director should be mindful of potential conflicts of interest associated with transactions and/or ownership of a broker/dealer, underwriter or federally registered investment adviser that is not publicly traded. Directors should consult with the T. Rowe Price Chief Legal Counsel regarding such matters.

 

MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS . These rules vary in their applicability depending upon whether you are an Access Person.

 

The following rules apply to all Access Persons, except the independent directors of the Price Funds, and to all Non-Access Persons:

 

Dealing with Clients. Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

 

Investment Clubs. These restrictions vary depending upon the person’s status, as follows:

 

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non-Access Person’s individual trades are reported.

 

Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person’s trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions, the Chairperson of the

 
 

Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

 

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

 

Limit Orders. While limit orders are permitted, Access Persons must be careful using “good until cancelled” orders keeping in mind that prior clearance is valid for three business days. Use of “day” limit orders is encouraged.

 

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

 

· is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

 

· involves securities positions that are disproportionate to your net assets.

 

At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account or accounts in a month, or if circumstances otherwise warrant this action.

 

The following rules apply only to Access Persons other than the independent directors of the Price Funds:

 

Large Issuer/Volume Transactions. Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the “ Large Issuer/Volume List ”), will be permitted under normal circumstances, as follows:

 

Transactions involving no more than U.S $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar-day period in securities of:

 

· issuers with market capitalizations of $7.5 billion or more, or

 

· U.S. issuers with an average daily trading volume in excess of 750,000 shares over the preceding 90 trading days in the U.S.

 

are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction.

 

These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of

 
 

shares lower than the number requested, he or she may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.

 

 

Small Cap Issuer Transactions. Although subject to prior transaction clearance, transactions involving securities of certain small cap issuers may not be approved if there was a ratings change or ratings initiation in the previous 14 calendar days. Small cap issuers are defined as issuers with a market capitalization of $2.0 billion or less.

 

Transactions Involving Options on Large Issuer/Volume List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the “Options and Futures” discussion that follows. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying security. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.

 

Transactions Involving Exchange-Traded Index Options. Generally, an Access Person may trade the greater of five contracts or sufficient contracts to control $50,000 in the underlying securities; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying securities. Similarly, the Access person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying securities. Options on any of the Exchange-Traded Funds identified on page 5-11 do not require prior clearance but must be reported. These parameters are subject to change by the Ethics Committee.

 

Please note that an option on a Unit Investment Trust is not an exchange-traded index option and does not fall under this provision. See the discussion under General Information on Options and Futures below.

 

Client Limit Orders. Although subject to prior transaction clearance, an Access Person’s proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

 

· The Access Person’s trade will be entered as a market order; and

 

· The client’s limit order is 10% or more away from the market price at the time the Access Person requests prior transaction clearance.

 

Japanese New Issues. All Access Persons are prohibited from purchasing a security which is the subject of an IPO in Japan.

 

General Information on Options and Futures (Other than Exchange-Traded Index Options). If a transaction in the underlying instrument does not require prior transaction clearance ( e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior

 
 

transaction clearance. However, all options and futures transactions, except the commodity futures transactions described on page 5-10, must be reported even if a transaction in the underlying instrument would not have to be reported ( e.g., U.S. Government Obligations). Transactions in publicly traded options on Price Group stock are not permitted (s ee page 5-7). Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.

 

Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see “Closing or Exercising Options Positions” below).

 

 

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers’ clients.

 

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers’ clients, it is the firm’s policy that an Access Person should not profit from a price decline of a security owned by a client (other than a “pure” Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

 

Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers’ clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers’ clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the CFTC.

 

Closing or Exercising Option Positions. If you are the holder of an option and you intend to close (sell) the option or exercise the option, prior transaction clearance is required. However if you have written (sold) an option and the option is exercised against you, without any action on your part, no prior transaction clearance is required. A client transaction in the underlying security or any restriction associated with the underlying security may prevent any option transaction from being closed or exercised therefore Access Persons should be cautious when transacting in options.

 
 

 

Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule described below.

 

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase ( e.g., short sales and certain option transactions) of the same (or equivalent) securities within 60 calendar days. An “equivalent” security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from the Code Compliance Section prior to initiating the transaction. Violations of the 60-Day Rule will be subject to a disgorgement of profit and any other applicable sanctions. The disgorgement of profit does not take into consideration any tax lot accounting associated with the security. It is simply the calculated gain as a result of the buy and sale (or sale and purchase) within the 60-day period.

 

In addition, the rule applies regardless of the Access Person’s other holdings of the same security or whether the Access person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27.

 

Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

 

The 60-Day Rule “clock” restarts each time the Access person trades in that security.

 

The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60-day window and the closing transaction results in a gain. Multiple positions will not be netted to determine an overall gain or loss in options on the same underlying security expiring on the same day unless the offsetting option positions were clearly part of an options strategy. Contact the Legal Compliance Employee Trading mailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.

 

The 60-Day Rule does not apply to:

 

 
 
· any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

 

· any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance ( e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the purchase or sale of the specific ETF securities that are exempted from prior clearance, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions ( see pages 5-9 through 5-12);

 

· the purchase and sale or sale and purchase of exchange-traded index options;

 

· any transaction in Price Group stock effected through the ESPP (note that the 60-Day rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

 

· the exercise of “company-granted” Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and

 

· any purchase of Price Group stock through an established dividend reinvestment plan.

 

Prior transaction clearance procedures do not check compliance with the 60-Day Rule when considering a trading request. Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this rule will be triggered by a proposed transaction, you should contact the Code Compliance Team or the TRP International Compliance Team before requesting prior transaction clearance for the proposed trade.

 

Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

 

Expanded Holding Period Requirement for Employees in Japan. Securities owned by staff employed by the Tokyo branch of T. Rowe Price International Ltd. may be subject to a longer holding period than 60 days. If you have any questions about this restriction, you should contact the TRP International Compliance Team.

 

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity it traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures ( see page 5-15).

 

 
 

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than ½ of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to the Code Compliance Team (via the Code of Ethics mailbox), providing the name of the company and the total number of such company’s shares beneficially owned.

 

GAMBLING RELATED TO THE SECURITIES MARKETS. All persons subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated ( e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reporting to the Code Compliance Section even if these transactions are effected with a speculative investment objective.

 

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion ( no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds, is required by United States securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control (“ Initial Holdings Report ") ( see page 5-5 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report. SEC Rules require that each Securities Holding Report contain, at a minimum, the following information:

 

· securities title;

 

· securities type;

 

· exchange ticker number or CUSIP number, as applicable;

 

· number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership;

 

· the name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

 

· the date the Access Person submits the Securities Holding Report.

 

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

 

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Each Access Person, except an independent director of the Price Funds, is also required to file an Annual Compliance Certification as of December 31 of each year. This report can be completed by using

 
 

myTRPcompliance located on the Exchange. This report is due by no later than January 31. The Chief Compliance Officer or his or her designee reviews all Annual Compliance Certifications .

 

ADDITIONAL DISCLOSURE OF OPEN END INVESTMENT COMPANY HOLDINGS

Should circumstances arise whereby the firm requires any person subject to the Code to provide information regarding ownership of, or transactions in, any open end investment company (mutual fund), Code Compliance may request that such person provide transaction confirmations and/or account statements in a timely manner.

 

CONFIDENTIALITY OF RECORDS. Price Group makes every effort to protect the privacy of all persons and entities in connection with their Securities Holdings Reports, Reports of Securities Transactions, Reports of Securities Accounts, and Personal Securities Reports.

 

SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group and the Price Funds. The Ethics Committee, the Code Compliance Team, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person’s and entity’s compliance with this Statement and to otherwise prevent and detect violations.

 

Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to forfeit to Price Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respect to whose securities such violations may have been involved.

 

Following are sanctions guidelines associated with multiple violations of this Statement. These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two-year, look-back period in the administration of the sanctions guidelines. Violations incurred prior to the effective date (May 31, 2012) of these new guidelines will not be considered.

 

1 st Violation: Notification of violation. Manager provided with summary of violation.

 

2 nd Violation: Notification of fine: VP* and above and all Investment Personnel - $250. Below VP level - $75. Manager provided with summary of violation.

 

 
 

3 rd Violation: Notification of fine: VP* and above and all Investment Personnel - $500. Below VP level - $150. 3-Month trading prohibition (sales only permissible). Manager, Business Unit Leader and CEO notified.

 

4 th Violation: Notification of fine: VP* and above and all Investment Personnel - $1,000. Below VP level - $300. Minimum 6-Month trading prohibition (sales only permissible). Manager, Business Unit Leader and CEO notified.

 

5th Violation: Chief Compliance Officer/Ethics Committee-imposed sanction. Manager, Business Unit Leader and CEO notified.

 

* Vice President of T. Rowe Price Group or any subsidiary

Violations by Independent Directors of Price Funds. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund Board will impose such sanctions as it deems appropriate.

 
 

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY WITH RESPECT TO

COMPUTER SECURITY AND RELATED ISSUES

 

Purpose of Statement of Policy (“Statement”). The central and critical role of computer systems in our firm’s operations underscores the importance of ensuring their confidentiality, availability, and integrity. Our data is an extremely valuable asset and should be protected by all system users. Data within the Price Group network should be considered proprietary and confidential and should be protected as such.

 

Systems activities and information will be referred to collectively in this Statement as the “ Systems ”. The Systems include all hardware, software, operating systems, and wired and wireless network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage.

 

The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet resources including, but not limited to, email, instant messaging, remote FTP, Telnet, World Wide Web, remote administration, secure shell, and voice messaging; access to and use of commercial and specialized software programs and systems licensed or developed for the firm’s use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones and tablets, . Use, access, or storage of data on non-T. Rowe Price equipment (including but not limited to personally owned or “home” equipment, hotel or business center-supplied devices, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of systems, as appropriate.

 

Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and Information.

 

This Statement establishes an acceptable use policy for all Price Group Associates and all other individuals, including vendors and contractors, with Price Group systems access. Enterprise Security should be contacted regarding additional or new policy and standard determinations that may be relevant for specific situations.

 

The Statement has been designed to give associates guidelines to:

 

· prevent the unauthorized use of or access to our firm’s computer Systems;
· prevent breaches in computer security;
· maintain and protect the integrity of customer, corporate, and employee confidential information; and
· prevent the introduction of malicious software into our Systems.

Any material violation of this Statement may lead to disciplinary sanctions, up to and including dismissal of individuals involved. Additionally, actions in violation of this Statement may constitute a crime under applicable laws.

 
 

By using the firm’s Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information by the firm. Users do not have any expectation of privacy in connection with the use of the Systems.

 

SECURITY ADMINISTRATION. Enterprise Security is responsible for identifying security needs and overseeing the maintenance of computer security, including Internet-related security. T. Rowe Price maintains a comprehensive set of security policies. These policies govern the organization of information security, how systems and information are secured, access management and approvals, and how to respond to issues appropriately.

 

Key principles for end users or associate behavior include:

· Suspicious Activity . All suspicious activity should be reported to the Help Desk immediately.
· Incident Response. Enterprise Security has the authority, at its own discretion, to disable any ID or activity that appears to be dormant or abandoned on any platform or as needed to respond to a security issue. Efforts will be made to contact presumed owners of these IDs, but, in the absence of an identifiable owner, IDs may be disabled as part of system or vulnerability management processes.
· Authorized System Users . In general, access to any system is restricted to authorized users who need access in order to support their business activities. This includes systems that are External to the T. Rowe Price environment.
· User-IDs and Passwords. Every user is assigned a unique User-ID. Each user-ID has a password that must be kept confidential by the user. Employee IDs and easily deducible personal or family information should not be used for passwords. User-IDs and passwords may not be shared with anyone else except under special circumstances. Users will be held accountable for work performed with their User-IDs.
· Secure Desk. Personal computers and sensitive documentation must be secured and/or locked appropriately when unattended.

 

MOBILE DEVICES. Price Group privacy and confidentiality requirements apply regardless of how information is accessed, stored or transmitted. All portable computer equipment ( e.g., laptops, smart phones, flash drives) containing information that is sensitive must be encrypted and password protected where possible.

 

· Certain types of information ( e.g., name and Social Security number) may not be stored on unencrypted portable computer devices. See the Code’s Statement of Policies and Procedures on Privacy for further information.
· Passwords and physical/external remote access cards/tokens should not be stored with the device. Information about accounts or passwords should not be maintained as an unencrypted list on the device.
· Mobile devices with cameras or video capabilities may be prohibited in certain work areas because they can be used to capture and store confidential or proprietary information.
· Devices ( e.g., flash drives and USBs) that connect to the Price Group network, but are not provided or supported by the Price Group, are prohibited. Damage to the Price Group network, systems, data, or reputation by use of any of these can result in disciplinary action to the individual or individuals involved.
 
 
· Connection of personal cell phones or other devices to T. Rowe Price Systems or data must be in accordance with approved enterprise tools and security controls. Contact the Help Desk for assistance.

 

In the event of loss or theft, contact the Enterprise Help Desk immediately.

 

ACCESS TO AND FROM THE INTERNET AND OTHER ONLINE SERVICES. Access to the Internet and accessing T. Rowe Price systems from the Internet presents special security considerations due to the world-wide nature of the connection and the security weaknesses present in Internet protocols and services. When using Internet access or other on-line services, the following policies apply:

 

· The use of Firm Systems is intended for legitimate business purposes and individuals should limit personal use.

 

· Do not use firm’s Systems to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price. If you receive an email or other communication with inappropriate content, delete it immediately and do not forward it to others. In the case of harassing or threatening communications, provide a copy to Human Resources.

 

· Enterprise Security may block internet sites without prior notice based on potential risk to the firm or for other business reasons.

 

· You are prohibited from using firm Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or programs.

 

· You may not download anything for installation or storage onto the firm’s computers for personal use including, but not limited to, music, games, or messaging and mail applications.

 

· You may not use the firm’s Systems or hardware in any way that might pose a business risk or customer/employee data privacy risk or that violates laws.

 

· You may not engage in activities that bypass security controls or compromise the integrity of network security features like firewalls or virus scanners.

 

· You may not use T. Rowe Price Systems to remotely control unauthorized computers or systems.

 

· The ability to access our firm’s Systems and Information from a remote location is limited to authorized methods and users, to include associates, contractors and vendors.

 

· No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from both the Legal Department and Enterprise Security. Internet domain names are assets of the firm and are purchased
 
 

and maintained by Enterprise Security. This also includes free account registrations such as those on social networking sites and web email.

 

· Do not publicize the location of the firm’s Technology Center. It is the responsibility of all Associates and all other individuals to protect information about the location of the Technology Center whenever possible. Although there will be situations where using the address is unavoidable, use of the physical address is generally not necessary. It should not be used on the Internet for any reason, business or personal.

 

The following activities cause security issues and are prohibited:

 

· Peer-to-Peer Networks or Software. Use of any peer-to-peer file-sharing software, which allows users to search the hard drives of other users for files or access personal computers remotely, is prohibited using Price Group network or equipment.

 

Web Storage . Use of web storage for business purposes is restricted to authorized personnel only, using firm-approved software.

 

Instant Messaging. Use of instant messaging capabilities for business purposes is restricted to authorized personnel only, using firm-approved software. Instant Message communications are archived, as appropriate, to comply with regulatory requirements.

 

Sending Confidential Information. Email and Instant Messages that are sent through the Internet may not be secure and could be intercepted by a third party. Confidential and firm proprietary information should not be included in such communications unless specifically permitted by accepted business procedures. When remote access to the firm’s email system is required, the method provided by T. Rowe Price for secure access should be used.

 

Downloading or Copying. Downloading or copying software, which includes documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is authorized. Downloads and copies may introduce viruses and malicious code into Systems. Downloading or uploading copyrighted materials to removable media may violate the rights of the authors of the materials, may create a liability, privacy or security breach, or cause embarrassment to the firm.

 

Internet Access Point. Establishing an unauthorized internet access point within a T. Rowe Price location through the use of “hotspot”, Wi-Fi, modems, or other technologies that circumvents the Internet firewall, proxy server, or authentication mechanisms are not permitted, except by authorized personnel in the business of Price Group.

 

Activities other than those mentioned above may be prohibited because they pose a risk to the firm or its Systems and Information. Check the enterprise policy repository for further information or contact Enterprise Security.

 

PROTECTION FROM MALICOUS CODE . “Malicious code” is computer code that is designed to damage or access software or data on a computer system. Enterprise Security manages a comprehensive malicious code prevention and control program to protect Systems and data. Users must comply with the following security practices:

 
 

 

· Contact the Help Desk. Immediately contact the Help Desk for anything that appears suspicious or is identified as malicious. Do not forward any virus warning email that you receive to other staff until you have contacted the Help Desk, since many of these warnings are viruses themselves. The Help Desk will work with Enterprise Security to determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.

 

· Be Careful when Opening Emails. Carefully reviewing emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses. Report suspicious emails as soon as feasible.

 

· Desktop USB Ports. Only connect devices issued by T. Rowe Price into a desktop USB port. This includes, but is not limited to, thumb drives, mobile devices such as smart phones or tablets, and gadgets/novelties powered by USB ports.

 

· Maintain Security Settings. Maintain virus scanning or similar protective technology on all T. Rowe Price assets. Users should not disable virus scanning features, password settings, or other security features for any reason. Failure to maintain updated scanning files is also prohibited.

 

· Keep T. Rowe Price Mobile Assets Updated. Users who receive a Price Group technology asset must install updates as instructed by the Help Desk and/or connect the asset to the Price Group network on a regular basis to receive software, application, and operating system security updates.

 

· Keep Personal Computer Assets Updated. Users must maintain anti-virus software, application, and operating system security updates on all non-T. Rowe Price or personally owned assets that are used to access the T. Rowe Price network, including web-based T. Rowe Price email. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.

 

· Report Unauthorized Network Connections. Report any attempts to create an unauthorized or foreign connection to the network in any matter.

 

· Limit Downloading or Copying. You may not download, install or copy software, which includes documents, graphics, programs and other computer-based materials, from any outside source unless it is approved for a necessary and legitimate business purpose. Contact the Help Desk to request approval.

 

Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions or by failing to implement recommended precautions may lead to disciplinary actions. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited.

 

APPROPRIATE USE. Associates must adhere to standards of Appropriate Use to ensure compliance with security, legal, and regulatory requirements. The below information provides

 
 

guidance on common Appropriate Use situations, but is not intended to provide guidance for each individual situation. Contact Enterprise Security or Legal for specific guidance.

 

Use of Personal Accounts and Internet Access. Access to Web-based email is blocked on T. Rowe Price desktops due to a high risk of cyber threats. Extreme care should be taken when accessing other personal accounts via T. Rowe Price systems or hardware because the methods of accessing them are more susceptible to viruses, malicious code, and identity theft attempts. No personal email accounts may ever be used to send or receive business or client related communications.

 

Use of Personal Mobile Devices. Associates are prohibited from using personal mobile devices to conduct Price Group business activities except as defined in the Mobile Device Policy or as authorized by management. Nonpublic customer information may not be stored on personal mobile devices. If personal devices are used to conduct business activities, personal devices and/or content could be requested as part of an investigation or subpoena. See Section 8-1: Statement of Policies and Procedures on Privacy for additional guidance.

 

Privileged Access. System and application administrators are prohibited from altering security settings to their advantage, for the advantage of someone else, or for any other reason, without appropriate, documented instruction to do so in order to conduct T. Rowe Price business.

 

Security Awareness. All associates subject to the Code are required to complete an annual Security Awareness training course.

 

Confidentiality of System Activities and Information. System activities and access on Price Group computers is subject to monitoring by firm personnel or others. All such information are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, transmitted, or stored through the Systems.

 

Users should be aware that certain departments at T. Rowe Price record telephone conversations placed to and from the department (this includes but is not limited to the Call Centers, Investor Centers and Corporate Actions department). These recordings are made for quality purposes and to maintain records of certain instructions as well as for other business reasons. Any telephone conversations placed to and from these departments (including internal calls) will be recorded and subject to monitoring. In addition, all information forwarded or received via the T. Rowe Price email system is subject to monitoring.

 

Information, including electronic communications, entered into our firm’s computers but later deleted from the Systems may continue to be maintained permanently on our firm’s back-up tapes or in records retained for regulatory or other purposes. Users should not create documents or communications that might later be embarrassing to the user or the firm. This policy applies to all communications on the Systems.

 

Application of U.S. Copyright Law to Software Programs. Software products and on-line information services purchased for use on Price Group personal computers are generally copyrighted material and may not be

 
 

reproduced without proper authorization from the software vendor. This includes the software on CDs, any program manuals or documentation, and data or software retrievable from on-line information systems. Unauthorized reproduction of such material or information, or downloading or printing such material, violates United states law, and the software vendor can sue to protect the developer’s rights and can lead to both civil and criminal penalties. In addition, many other nations have laws in this area. See the T. Rowe Price Copyright and Trademark Policy, located in the Associate Handbook, for more information about this subject.

 

Participation on Internet Discussion and Social Networking Sites. Associates are directed to the Social Media Policy located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media.

 

Guidelines for Installing Software. Only approved software is authorized to be installed on Price Group systems. Any software program that is used by Price Group personnel in connection with the business of the firm must be ordered through the Help Desk. Enterprise Security has the authority, at its own discretion; to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group or may pose a security risk.

 

Licensing. Software residing on firm servers will be either: (1) maintained at an appropriate license level for the number of users, or (2) made accessible only for those for whom it is licensed.

 

QUESTIONS REGARDING THIS STATEMENT. Email Enterprise Security (Security_Awareness@troweprice.com) if you have any questions regarding this Statement.

 

 

 

 

 
 

T. Rowe Price Group, Inc.

Statement of Policy

On

Compliance with Antitrust Laws

 

Purpose of Statement of Policy. To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws (“ Statement ”) to:

· Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group’s business; and

 

· Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

 

The Basic United States Anticompetitive Activity Prohibition. Section 1 of the United States Sherman Antitrust Act (the “ Act ”) prohibits agreements, understandings, or joint actions between companies that constitute a “restraint of trade” , i.e., that reduce or eliminate competition.

 

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as “a knowing wink,” as one case says, may be sufficient to establish an illegal agreement under the Act.

 

The agreed-upon action must be anticompetitive. Some actions are “ per se” anticompetitive, while others are judged according to a “ rule of reason.”

 

· Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component. Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.

 

· Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers’ cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.

 

There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.

 

 

 
 

Penalties for Violating the Sherman Act. A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorney’s fees. Criminal penalties for individuals can include fines of up to $1,000,000 and ten years in jail, and $100 million or more for corporations.

 

Situations in Which Antitrust Issues May Arise. To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds and investment and retirement services, must be made with the prohibitions of the Act in mind. In addition, any discussion with our competitors about the use of particular vendors or service providers may implicate the Sherman Act.

 

Trade Association Meetings and Activities. A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

 

Permissible Activities:

· Discussion of how to make the industry more competitive.

 

· An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.

 

· Collective action to petition government entities.

 

Activities to Avoid:

· Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.

 

· Discussion of specific customers, markets, or territories.

 

· Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a “ boycott ”).

 

Investment-Related Discussions

 

Permissible Activities. Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer’s stock, or negotiations among creditors of an insolvent or bankrupt company.

 
 

 

Competing investment managers are permitted to serve on creditors’ committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.

 

Activities to Avoid. It is important to avoid anything that suggests involvement with any other firm in any threats to “boycott” or “blackball” new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

 

Example: After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders’ rights, several investment management complexes organized to protest the state’s action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms’ action led to an 18-month United States Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

 

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, you should notify the Legal Department, which will take whatever further steps are necessary.

 

Benchmarking. Benchmarking is the process of measuring and comparing an organization’s processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

 

· Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.

 

· The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.

 

· All proposed benchmarking agreements must be reviewed by the Legal Department before the firm agrees to participate in such a survey.

 

Discussions With Public Companies

It is acceptable for Price Group personnel to have individual discussions with executives of public companies whether or not Price Group advisers have invested in those companies on behalf of investment advisory clients. However,

 
 

caution should be exercised when having discussions with multiple companies that are in the same industry. It can create legal issues if an individual or entity that speaks with competing companies passes confidential or sensitive business information between or among those companies. Such indirect exchanges of information can be evidence of collusion among the competing firms and the individual or entity passing the information could be the subject of any litigation alleging industry collusion. If you have questions about the acceptable scope of discussions with public companies, please contact the Legal Department.

Antitrust Restrictions Related to Acquisitions, Mergers and Other Transactions

Basic Restrictions . The Clayton Act bars any corporate transaction that is likely to substantially lessen competition in a particular market. This law applies not just to mergers, but to any acquisition of stock or assets, regardless of whether it transfers ownership or control. Generally acquisitions by Price Group and similar entities do not raise issues under the Clayton Act. However, acquisitions of shares in competing companies by active investors who may seek to alter the competitive behavior of the companies they hold can be subject to challenge under the Clayton Act.

Reporting Requirements . Acquisitions of any significant size may be reportable to government antitrust authorities. In general, acquisitions by Price Group advisers on behalf of investment advisory clients are exempt from such requirements so long as the acquisitions are made solely for investment purposes. However, if any Price Group entity or employee seeks to influence the regular business decisions of a company in which Price Group advisers have holdings, the exemption from reporting may not apply. Please contact the Legal Department if you have any questions.

International Requirements. The United Kingdom and the European Union ( “E.U.” ) have requirements based on principles similar to those of United States law. In many cases, the laws of the E.U. are stricter than the laws of the United States. If you have specific questions about United Kingdom or E.U. requirements, you should contact the Legal Department.

 
 

 

T. Rowe Price Group, Inc.

Statement of Policy on Privacy

 

Purpose of Statement of Policy. This Statement of Policy on Privacy (“ Privacy Statement ”) applies to T. Rowe Price Group, Inc. and its subsidiaries and affiliates (collectively “ T. Rowe Price ” or “ TRP ”), including its international operations. It is T. Rowe Price’s policy to:

 

· Treat our customers’ personal and financial information (“ Nonpublic Customer Information ”) as confidential;

 

· Protect Nonpublic Customer Information;

 

· Not share this information with third parties unless in connection with processing customer transactions, servicing accounts, or as otherwise permitted by law; and

 

· Comply with applicable federal, state, and international privacy laws and regulations.

 

In the United States, the primary federal law governing customer privacy is Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. (“ Privacy Act ”). The Securities and Exchange Commission (“ SEC ”), federal banking regulators, and others have issued regulations under the Privacy Act (e.g., the SEC’s Regulation S-P). For purposes of this Privacy Statement and unless otherwise specified, the term “ customer ” generally refers to individuals or entities who are current or former customers of TRP, both directly and indirectly such as those who have accounts or services established through the retail, retirement plan, separate account/institutional, broker/dealer, or Investment Counsel Group areas.

 

While the Privacy Act and related regulations in the privacy area apply generally only to direct customer relationships with individuals ( i.e., natural person customers) as opposed to direct customer relationships with entities or indirect relationships such as with retirement plan participants, TRP also protects and safeguards such relationships in a substantially similar manner. In the institutional arena, the contracts TRP has entered into with customers frequently contain provisions relating to the duty to keep customer information confidential and/or limiting the use of customer information. Also, the personal and financial information of employees retained on a full-time or part-time basis, and of independent contractors and temporary workers are protected and safeguarded in a substantially similar manner. Accordingly, references to “customer(s)” in the Privacy Statement should be understood to include such relationships, institutional customers, and other persons unless otherwise specified.

 

Nonpublic Customer Information comprises virtually all the information that a customer supplies to TRP and the information that TRP otherwise obtains or generates in connection with providing financial products or services to that customer. Accordingly, Nonpublic Customer Information would include personally-identifiable account balance, holdings and transactional history, as well as the existence of the customer relationship itself ( e.g., customer lists)

 

 

 

 
 

and the contents of an account application ( e.g., a person’s name in combination with taxpayer identification number or beneficiary information). [1]

 

The privacy policy for the firm’s international business is posted on the TRP Institutional website. Internationally based subsidiaries and affiliates must comply with the U.K. Data Protection Act as it applies to their activities. The U.K. Data Protection Act and other international privacy regulation are beyond the scope of this Privacy Statement and for business conducted internationally, Associates should be aware of the applicable privacy regulations in the foreign jurisdiction where the business is conducted. If you have any questions in this area, please contact the TRP International Compliance Team.

 

INITIAL AND ANNUAL PRIVACY NOTICES

 

Certain regulated T. Rowe Price companies offer financial products and services directly to individuals and, consequently, are required to develop and deliver a privacy notice under the Privacy Act and related regulations.

 

As a means of complying with these requirements, the firm has adopted a written “ Privacy Policy ,” which is provided to such customers as required. The Privacy Policy is included with or accompanies applicable account application or other material delivered to prospective customers. The Privacy Policy is sent annually to such customers ( e.g., typically with first quarter statements for retail mutual fund customers). A copy of the Privacy Policy is located on TRP’s Internet site under the link to “Privacy Policy.” The contents of the Privacy Policy are contained under the sub-heading of “General Privacy Policy,” and it is followed by information concerning additional online privacy practices. Questions from customers concerning the Privacy Policy should be referred to the Legal Department.

 

The Legal Department is responsible for identifying any amendments that are required to be made to the Privacy Policy and must approve any proposed amendments. Generally, Retail Operations is responsible for the distribution of the Privacy Policy to prospective customers and the annual distribution of the Privacy Policy to Price Fund shareholders, Brokerage customers, annuity customers, and other retail customers. Other business units ( e.g., Investment Counsel Group) not covered by Retail Operations will be notified by the Legal Department of any obligations to deliver the Privacy Policy to their respective customers.

 

EDUCATION ABOUT PRIVACY AND ASSOCIATE RESPONSIBILITY

 

Every associate should be aware of this Privacy Statement and any privacy policies and procedures applicable to their business unit (collectively “ Privacy Policies ”), and every associate bears responsibility to protect Nonpublic Customer Information.

 

Managers and supervisors shall ensure that the Privacy Policies are reviewed with all new associates at T. Rowe Price. Particular attention should be given to any temporary or part-time workers and consultants to ensure that they are educated to the critical importance of protecting

 
 

confidential information. Additionally, if such temporary worker is being retained independent of the on-site temporary agencies utilized by Human Resources, the supervisor must contact the Legal Department to verify that there are adequate contractual safeguards relative to privacy and confidentiality. Managers and supervisors also shall ensure that revisions to Privacy Policies are communicated to applicable associates as an integral part of the continuing education of such associates.

 

Violations of Privacy Policies may constitute grounds for disciplinary action, including fines and dismissal from employment.

 

METHODS BY WHICH T. ROWE PRICE PRESERVES CONFIDENTIALITY

 

Each Business Unit Head has responsibility with respect to his or her business unit to establish procedures whereby the confidentiality of Nonpublic Customer Information is preserved. Such procedures should address access to and safeguards for Nonpublic Customer Information based upon the business unit’s operations, access to, and handling of such information as it exists in both hardcopy and electronic formats. The procedures should address safeguards relating to administrative, technical, and physical access to and distribution of Nonpublic Customer Information.

 

Access to Information

 

Managers and supervisors are responsible for limiting access to Nonpublic Customer Information to those Associates who require access to such information to support their respective job functions. Situations where excessive or inappropriate access to or exposure of Nonpublic Customer Information are identified require prompt remediation.

 

Computer Access

 

Business unit managers and supervisors are responsible for making judgments and decisions with regard to the use of Nonpublic Customer Information, including decisions as to who shall have computer access to such information.

 

In general, managers and supervisors are responsible for determining those associates that require access to systems that contain Nonpublic Customer Information in support of job functions. System access, or changes to such access, shall be submitted in the format directed by Enterprise Security and authorized by the appropriate business unit manager or supervisor. Managers and supervisors also are responsible for timely notification to Enterprise Security when an employee or consultant has left the firm or changed roles so that access may be terminated or modified. This is especially important for temporary employees who are contracted independent of Human Resources and/or one of the on-site temporary agencies.

 

New Business and Systems Development

 

All new business and systems application development that relates to or affects Nonpublic Customer Information is to be developed and reviewed with consideration to the firm’s Privacy Statement. Individuals at T. Rowe Price working on systems and processes dealing with Nonpublic Customer Information are responsible for evaluating

 
 

the potential risks to the confidentiality of Nonpublic Customer Information and implementing safeguards that are designed to provide reasonable protection of the privacy of such information consistent with the risks identified.

 

Safeguarding Nonpublic Customer Information

 

To safeguard the interests of our customers and to respect the confidentiality of Nonpublic Customer Information, all individuals at T. Rowe Price are responsible for taking the following precautions:

 

· Do not discuss Nonpublic Customer Information in public places such as elevators, hallways, lunchrooms, or social gatherings;

 

· To the extent practical, access to particularly sensitive areas of the firm where Nonpublic Customer Information could be observed or overheard readily shall be provided only to Associates with a business need for being in the area;

 

· Avoid using speaker phones in areas where or at times when unauthorized persons may overhear conversations;

 

· Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects, or use aggregate data that is not personally identifiable to any customer;

 

· Exercise care to avoid placing documents with Nonpublic Customer Information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use (particular attention should be directed to securing the information outside of normal business hours to prevent possible misappropriation of the information);

 

· Destroy copies of confidential documents no longer needed by using the secure recycling bins;

 

· Lock the computer at your work-station when not in use; and

 

· Sample calls or screens must be edited in advance to delete any confidential information when a prospect or consultant wishes to listen in on calls to gauge our level of service. Sample data cannot be linked to a specifically identified customer.

 

From time to time, associates at T. Rowe Price may bring Nonpublic Customer Information outside of firm facilities as needed during business trips, meetings, or for work at home (whether in hard-copy or electronically). Associates are responsible for taking care to safeguard such materials and may not leave them unattended or otherwise in an unsecured situation. Encryption is required for storage of certain types of information on portable devices, such as laptops and “thumb” drives. See the “Encryption” section below for further details.

 

Encryption

 

TRP has implemented encryption of sensitive data at points which carry the highest risk. This includes various transmission methods as well as full disk encryption for laptops

 
 

issued by TRP. TRP periodically evaluates additional encryption technologies for storage solutions which will meet its security, availability, and performance needs.

 

While it remains critical to safeguard all types of personal and financial information, over the past several years many states have passed laws and regulations that focus particularly on data that can easily be stolen and exploited to engage in identity theft against an individual ( i.e., a natural person as opposed to an entity). As relevant to the firm’s business, such data that consists of an individual’s first name or initial and last name in combination with one or more of the following: (i) Social Security or taxpayer identification number; (ii) driver’s license or other state-issued identification number; or (iii) financial account number, such as an individual’s T. Rowe Price account number or a checking account or credit card number (collectively, “ Identity Information ”). As a financial services firm and employer, TRP has Identity Information concerning a variety of individuals, including retail customers and retirement plan participants, employees, independent contractors, and temporary workers.

 

In order to align our policies with state laws, we restrict certain electronic transmissions and storage of Identity Information, unless it is encrypted.

 

· Associates may not send an email or attachment outside of T. Rowe Price that contains Identity Information of another person unless the email/attachment is encrypted. Emails that travel through the Internet (which is the case with emails sent outside TRP) are not encrypted. Also, password protection alone of attachments is not sufficient. However, there are several types of email channels that are secure and can be used:

 

§ Internal emails (these go through TRP’s internal network);
§ Messages that are sent and received as part of a secure online account access session ( e.g., email sent to a customer’s Message Center viewable during on-line access); and
§ Emails sent to a party that has enabled a domain encrypted email service with T. Rowe Price.

 

· Associates may not store Identity Information of another person on an unencrypted laptop, CD, “thumb” drive, or other portable device. Password protection alone is not sufficient. Laptops and Blackberries issued by T. Rowe Price are encrypted. [2]

 

Associates should contact the Help Desk if assistance is needed with coordinating an email encryption process with a business partner, to arrange for a CD to be encrypted, to obtain encrypted thumb drives, or with other questions about these encryption requirements. Exceptions may be made only after consultation with the Legal Department.

 

Record Retention

 

TRP is required to produce, maintain and retain various records, documents, and other written (including electronic) communications pursuant to various federal and state laws and regulations,

 
 

and all associates at T. Rowe Price are responsible for adhering to the firm’s record maintenance and retention policies.

 

Destruction of Records

 

All associates at T. Rowe Price must use care in disposing of any Nonpublic Customer Information. Confidential paper records should be discarded using secure recycling bins. General Services should be contacted for instructions regarding proper disposal when a significant quantity of material is involved.

 

T. Rowe Price has set up procedures so that electronic data stored on physical equipment issued by the firm, such as computer hard drives, mobile devices, are destroyed based upon internal protocols. For example, computer hard drives are erased according to federally suggested guidelines prior to redeployment or conveyance to a third party. Non-functional hard drives are physically destroyed, rendering them useless. Tapes failing media validation routines are physically destroyed by a specialist third party organization that provides certification of destruction back to T. Rowe Price. Tapes that will be re-used are wiped of all data prior to re-use.

 

Data files stored on file servers are subject to standardized back-up and recovery cycles. Retention of individual files is determined by the owner of the data and also can vary depending upon the nature of the data and its regulatory requirements. For example, certain categories of emails are subject to specific regulation regarding retention and destruction and protocols designed to adhere to these standards have been implemented firm-wide.

 

DEALINGS WITH THIRD PARTIES

 

Generally, T. Rowe Price will not disclose Nonpublic Customer Information to unaffiliated third parties unless in connection with processing a transaction, servicing an account, or as otherwise permitted by law. TRP also is permitted to provide information to others as the customer has specifically directed, such as to the customer’s accountants or consultants. Associates will consult with managers or supervisors for any proposed disclosure which does not fall into one of the above categories. Questions will be elevated to the Legal Department as needed. Associates will not divulge any Nonpublic Customer Information or the existence of customer relationships to anyone outside of the firm, including disclosing to families or friends, except as noted above to process a transaction, service an account, or as otherwise permitted by law. For example, associates shall not supply a third party with anything showing actual customer information for the purpose of providing a “sample” ( e.g., for software testing or problem resolution) without explicit approval from the Legal Department.

 

At times, in an effort to obtain confidential information, third parties will assert that they are entitled to certain information pursuant to a subpoena or some other legal process or authority. Because there can be various issues that may affect the validity of such demands, no records or information concerning customers shall be disclosed unless specifically directed by the Legal Department. Any such demands for information should be promptly referred to the Legal Department.

 

 

 

 
 

 

 

 

RETENTION OF THIRD PARTY ORGANIZATIONS BY TRP

 

T. Rowe Price may on occasion use third party organizations (“ Third Parties ”) to provide support services to the firm ( e.g., consultants, systems vendors). Whenever T. Rowe Price hires Third Parties to provide support services, Nonpublic Customer Information may be provided to the third parties only for the purposes for which they are retained. Therefore, it is important that in retaining such third parties, T. Rowe Price has contractual representations from each Third Party that preserves the confidentiality of Nonpublic Customer Information and, where deemed appropriate, enables T. Rowe Price to verify compliance with contractual representations. Accordingly, no Third Parties shall be retained to deal with or have access to Nonpublic Customer Information unless the Legal Department has determined that there are adequate contractual provisions in place. All non-standard contracts relating to supplying or using Nonpublic Customer Information should be submitted to the Legal Department for review; a standard Nondisclosure Agreement is available from the Legal Department.

 

T. Rowe Price also utilizes a risk based process with many of its Third Parties to understand a Third party’s practices to help ensure that appropriate safeguards are in place ( e.g., review of Third Party with access to significant volumes of Nonpublic Customer Information). The review of a Third Party is spearheaded by the appropriate vendor relationship manager and includes obtaining an understanding of the Third Party’s control environment in protecting confidential information, following up with the Third Party to address noted concerns (if any), and ensuring that appropriate contractual standards are in place.

 

POTENTIAL RELEASE OF NONPUBLIC CUSTOMER INFORMATION

 

When there has or may have been a release of Nonpublic Customer Information to anyone not authorized to receive such information or when Nonpublic Customer Information is missing, it is important that the incidents be reported and investigated promptly. T. Rowe Price has implemented a centralized reporting and escalation process ( e.g., reporting to supervisor and specified Help Desk area). This process is designed to investigate reported incidents efficiently, recommend improvements to reduce future errors, and to communicate with customers where appropriate under the firm’s business practices or where required by law. In addition to utilizing the centralized reporting process, to the extent that an associate’s business unit has adopted additional procedures, such as reporting to specified persons in the business unit, the associate shall follow the business unit’s procedures as well.

 

 

 
 

 

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

 

INDEX

 

 

Access Persons 5-3
Activities, Political 2-13
Adviser Act Requirements for Supervised Persons 1-3
Advisory Board Membership for Profitmaking Enterprise 2-5
Allocation Policy 2-1
Annual Compliance Certification 2-1
Annual Disclosure by Access Persons 5-30
Anti-Bribery Laws and Prohibitions Against Illegal Payments 2-1
Anti-Money Laundering 2-2
Antitrust 2-2,2-1
Appropriate Conduct 2-2
Assets, Protection of Corporate 2-15
Beneficial Ownership, Definition of 5-5
Charitable Contributions 2-2
Chief Compliance Officer Appendix A
Circulation of Rumors 2-17
Client Limit Orders 5-26
Client/Vendor Company Stock, Investment in 2-6
Clients, Shareholders and Brokerage Customers 2-7
Clients’ Accounts and Company Records 2-9
Code Compliance Section 1-1
Code of Ethics and Conduct, Compliance with 1-4
Code of Ethics and Conduct, Persons and Entities Subject to 1-2
Code of Ethics and Conduct, Purpose of 1-1
Code of Ethics and Conduct, Questions Regarding 1-5
Commodity Futures Contracts 5-10
Compliance Procedures, Funds and Federal Advisers 1-4
Computer Security 2-4,6-1
Conduct, Standards of, Price Group and its Personnel 2-1
Confidentiality/Privacy 2-7,8-1
Conflicts of Interest 2-4
Contracts for Difference 5-26
Contributions, Political 2-13
Corporate Assets, Protection of 2-15
Crowdfunding 5-15
Currency Trading 5-10
Destruction of Records 2-15
Donor-Advised Funds, Transactions in 5-10
Drug Policy 2-10
Employee Likenesses, and Information, Use of 2-11
Employment of Former Government Employees 2-11
Encryption 8-4
Equal Opportunity 2-10
Excessive Trading, Mutual Funds Shares 5-2
 
 
Exchange-Traded Funds (“ETFs”) 5-11
Exchange-Traded Index Options 5-26
Executor, Service as 2-18
Expense Payments and Reimbursements 2-9
Fees, Referral 2-16
Fiduciary, Price Advisers' Status as a 1-2,5-1
Financial Reporting 2-10
Financial Service Firms, Relationships with 2-6
Front Running 5-1
Gambling Related to Securities Markets 5-29
General Policy Statement 1-1
Gifts and Entertainment 2-10,3-1
Global Investment Performance Standards (“GIPS”) 2-12
Government Employees, Employment of Former 2-11
Harassment and Discrimination, Policy Against 2-11
Health Insurance Portability and Accountability Act of 1996 ("HIPAA") 2-9
Illegal Payments 2-1
Independent Directors of Price Funds, Reporting 5-21
Independent Directors of Price Group, Reporting 5-23
Information Barrier 4-9
Information, Release to the Press 2-16
Initial Public Offerings 5-14
Inside Information 2-12,4-1
Insider Trading and Securities Fraud Enforcement Act 4-1,5-1
Interest, Conflicts of 2-4
Internal Operating Procedures and Planning 2-7
Internet, Access to 6-6
Investment Advice 2-8
Investment Clubs 2-12,5-24
Investment Personnel 5-4
Investment Research 2-8
Large Issuer/Volume Transactions 5-25
Litigation, Past and Current 2-12
Lobbying 2-15
Margin Accounts 5-24
Market Timing, Mutual Fund Shares 5-2
Marketing and Sales Activities 2-12
Mutual Fund Shares, Excessive Trading of 5-2
myTRPcompliance 5-16
NASDAQ Requirements 1-4
Non-Access Persons 5-4
Nonprofitmaking Organizations, Service with 2-5
Options and Futures 5-26
Outside Business Activities 2-12
Payments, Illegal 2-1
Personal Representative, Service as 2-18
Personal Securities Holdings, Disclosure of by Access Persons 5-30
Political Action Committee (“PAC”) 2-13
Political Activities and Contributions 2-13
Press, Release of Information to the 2-16
Price Funds Held on Price Platforms or Through TRP Brokerage 5-13
Price Group Stock, Transactions in 5-6
Price Group, Standards of Conduct 2-1
 
 
Prior Transaction Clearance Denials, Requests for Reconsideration 5-17
Prior Transaction Clearance of Securities Transactions (other than Price Group stock) 5-13
Privacy Policies and Procedures 8-1
Private Placement, Investment In 5-15
Professional Designations 2-15
Profitmaking Enterprises, Relationships with 2-4
Program for Charitable Giving, Transactions in 5-10
Protection of Corporate Assets 2-15
Publications 2-18
Quality of Services 2-15
Questions Regarding the Code 1-5
Rating Changes on Security 5-17,5-25
Record Destruction 2-15
Record Retention 2-15
Referral Fees 2-16
Regulation FD 4-7
Release of Information to the Press 2-16
Reportable Funds 5-12
Reporting by Independent Directors of Price Group 5-23
Reporting by Independent Directors of the Price Funds 5-21
Reporting Violations 2-17
Reporting, Financial 2-10
Reporting, Price Group Stock Transactions 5-8
Reporting, Securities Transactions (other than Price Group stock) (not Independent Directors) 5-18
Restricted List 4-9
Retention of Code 1-1
Retention, Record 2-15
Rule 10b5-1 4-6
Rule 10b5-2 4-3
Sales and Marketing Activities 2-12
Sanctions 1-1,1-2,5-31
Sarbanes-Oxley Attorney Reporting Requirements 2-17
Sarbanes-Oxley Codes 1-4
Sarbanes-Oxley Whistleblower Procedures 2-17
Section 529 College Savings Plans, Reporting 5-13,5-20
Securities Accounts, Notifications of 5-18
Securities Transactions, Reporting of (other than Price Group stock) (not Independent Directors) 5-18
Services, Quality of 2-15
Short Sales 5-27
Sixty (60) Day Rule 5-28
Social Media 2-18
Software Programs, Application of Copyright Law 6-7
Speaking Engagements 2-18
Standards of Conduct of Price Group and its Personnel 2-1
Statement, General Policy 1-1
Supervised Persons, Adviser Act Requirements for 1-3
Supervised Persons, Definition of 1-2
Supervision of Requests Regarding Charitable Contributions 2-2
Temporary Workers, Application of Code to 1-2,5-3
Termination of Association, Understanding as to Accounts and Records 2-9
Trading Activity, Generally 5-25
Trading Activity, Mutual Fund Shares 5-2
Trading Price Funds on Price Platforms/Brokerage 5-13
 
 
Trustee, Service as 2-18
Use of Employees' Likenesses and Information 2-11
Vendors, Relationships with Potential 2-6
Violations, Responsibility to Report 2-17
Waiver for Executive Officer, Reporting of 1-4
Watch List 4-9
Whistleblower Procedures, Sarbanes-Oxley 2-17

 


[1] Nonpublic customer Information refers generally to information that can be linked to a specific customer or individual as opposed to data that is not specifically linked. For example, a listing of trades done for a particular customer or group of customers, without any indication of the customer(s) at issue, is generally not considered to be “Nonpublic Customer Information” in and of itself because it is not linked to an identified customer. Nevertheless, even for aggregate data, there may be corporate business reasons for safeguarding such information.

[2] For Blackberries, contacts/address books are not encrypted at this time due to significant interference with performance. Therefore, Associates may not store Identity Information of another person in contacts/address books.

CLEARBRIDGE INVESTMENTS

 

CODE OF ETHICS

 

 

SCOPE AND PURPOSE

 

Set forth below is the Code of Ethics (the "Code") for ClearBridge Investments, LLC and ClearBridge, LLC (collectively “ClearBridge Investments” or “ClearBridge"), as required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

 

This Code is based on the principle that ClearBridge and its employees owe a fiduciary duty to ClearBridge’s clients, and that all persons covered by this code must therefore avoid activities, interests and relationships that might (i) present a conflict of interest or the appearance of a conflict of interest, or (ii) otherwise interfere with ClearBridge’s ability to make decisions in the best interests of any of its clients.

 

This Code of Ethics applies to all officers, directors and employees (full and part time) of ClearBridge ("Access Persons").

 

 

STATEMENT OF POLICIES

 

(A)        STANDARDS OF BUSINESS CONDUCT

 

All Access Persons must comply with the following standards of business conduct:

 

Clients Come First. At all times, Access Persons are required to place the interests of clients before their own and not to take inappropriate advantage of their position with ClearBridge. An Access Person may not induce or cause a client to take action, or not to take action, for the Access Person's personal benefit, rather than for the benefit of the client.

 

Do Not Take Advantage. Access Persons may not use their knowledge of open, executed, or pending portfolio transactions to profit by the market effect of such transactions, nor may they use their knowledge of transactions or portfolio holdings of investment companies and separate accounts managed by ClearBridge to engage in short term or other abusive trading.

 

Avoid Conflicts of Interest. Conflicts of interest may arise in situations where client relationships may tempt preferential treatment, e.g. , where account size or fee structure would make it more beneficial for the adviser to allocate certain trades to a client. Conflicts of interest may also arise in connection with securities transactions by employees of the adviser, especially those employees

 
 

who are aware of actual transactions or client holdings or transactions under consideration for clients.

 

Compliance policies and procedures have been adopted by ClearBridge in order to meet all legal obligations to our clients, particularly those arising under the federal securities laws and ERISA. Procedures have been instituted to mitigate or obviate actual or potential conflicts of interest. The Compliance Department's role is to ensure that appropriate procedures are adopted by the business and to monitor to ascertain that such procedures are followed. Any questions relating to this Code or other policies or procedures should be addressed to the Compliance Department.

 

(B)        CONFIDENTIALITY

 

Access Persons are expected to honor the confidential nature of company and client affairs. Confidential information shall not be communicated outside of ClearBridge or to other affiliated companies of Legg Mason, in compliance with the Information Barrier Policy, and shall only be communicated within ClearBridge on a "need to know" basis.

 

Access Persons must also avoid making unnecessary disclosure of ANY internal information concerning ClearBridge, Legg Mason, or their affiliates and their business relationships.

 

For information relating to “material non-public information” and “insider trading,” please see ClearBridge’s Policy on Material Non-Public Information on the intranet site.

 

(C)        REQUIREMENTS

 

(i) All Access Persons who are subject to this Code are required to comply with all federal securities and other pertinent laws applicable to ClearBridge's business.

 

(ii) All Access Persons are required to comply with the Personal Securities Transactions Policy incorporated herein.

 

(D)        DUTY TO REPORT AND NON-RETALIATION POLICY

 

Should an employee become aware of any conduct which the employee believes may constitute a violation of this Code, the law, or any ClearBridge policy, the employee must promptly report such conduct to the General Counsel/Chief Compliance Officer or her designee. All information about potential or suspected violations reported to the General Counsel/Chief Compliance Officer will be investigated and the identity of the reporting person will be kept confidential. ClearBridge's policy prohibits any retaliatory action against a reporting person, including discharge, demotion, suspension, threats or harassment.

 
 

ADMINISTRATION OF THE CODE

 

The Human Resources Department is responsible for ensuring that a copy of the Code is delivered to all persons at the commencement of their employment with ClearBridge. As a condition of continuing employment, each employee is required to acknowledge, in writing (See Exhibit A), receipt of a copy of the Code and that he or she understands his/her obligations and responsibilities hereunder within 10 days of becoming an Access Person subject to this Code. Each Access Person is also obligated to acknowledge receipt of any amendments to the Code. On an annual basis, each Access Person must certify that s/he has complied with the Code.

 

Monitoring for compliance with the Code shall be conducted by the Compliance Department. Any violation of this Code by employees will be considered serious and may result in disciplinary action, which may include the unwinding of trades, disgorgement of profits, monetary fine or censure and suspension or termination of employment. Any violation of this Code will be reported by the Compliance Department to the person’s supervisor, and, as appropriate, to ClearBridge’s Management Committee and/or to the Chief Compliance Officers of any funds managed by ClearBridge.

 

QUESTIONS

 

All questions about an individual's responsibilities and obligations under the Code of Ethics should be referred to ClearBridge's General Counsel/Chief Compliance Officer or her designee.

 

 

OUTSIDE DIRECTORSHIPS

 

Personnel are prohibited from serving on the board of directors of any publicly listed or traded company (other than Legg Mason, Inc. or its proprietary registered investment companies) or of any company whose securities are held in any client portfolio, except with the prior authorization (See Exhibit B) of (i) the Chief Executive Officer of ClearBridge or, in his/her absence, the General Counsel, and (ii) the General Counsel of Legg Mason, Inc, or his/her designee, based upon a determination that the board service would be consistent with the best interests of ClearBridge’s clients. If permission to serve as a director is given, the company will be placed on a Restricted List. Transactions in that company's securities for client and personal securities accounts will only be authorized when certification has been obtained from that company's Secretary or similar officer that its directors are not in possession of material price sensitive information with respect to its securities.

 
 

PERSONAL SECURITIES TRANSACTIONS POLICY

 

POLICY STATEMENT

 

While employees are neither prohibited from holding individual securities nor engaging in individual securities transactions, by promulgating this Policy, ClearBridge is not endorsing or encouraging such activity. ClearBridge recognizes that in its role as an investment adviser, its responsibility is to its clients and their investments. Clients always come first. ClearBridge believes that its primary obligation is that any potential investment first be considered from the perspective of its appropriateness for any client portfolios. Only after it is determined that it is not appropriate for any client should an employee consider it for a personal account.

 

SUMMARY

 

All Access Persons are subject to the restrictions contained in this Personal Securities Transactions Policy (the "Policy") with respect to their securities transactions. The following serves as a summary of the most common restrictions. Please refer to specific sections that follow this summary for more detail, including definitions of persons covered by this Policy, accounts covered by this Policy ("Covered Accounts"), securities covered by this Policy ("Covered Securities"), reports required by this Policy (“Reports”) and the procedures for compliance with this Policy.

 

· All purchases or sales of equity securities and securities convertible into equity securities (generally, stocks, convertible bonds and their equivalents) by employees, and certain of their family members, must be precleared , except as noted below.

 

· All employees must execute their transactions in Covered Securities through approved broker/dealers which are broker/dealers who feed transaction and holding information to ClearBridge through Protegent PTA® (“Approved Brokers”). The list of Approved Brokers is on the PTA site. Permission to use a non-approved broker will only be granted in exigent circumstances (See Exhibit C).

 

· Portfolio Managers and Portfolio Analysts are prohibited from purchasing or selling a Covered Security within seven calendar days before or after an account managed by them has traded in the same (or a related) security, unless a de minimis exception applies. This includes a change in a model utilized in a retail “SMA” or “wrap” program.

 

· All other Access Persons are prohibited from transacting in a Covered Security on any day a client is trading in such security, unless a de minimis exception applies.

 

· De Minimis Exception: There is a de minimis exception pertaining to transactions of up to 500 shares in any 7 calendar day period of a large cap US equity ($10 billion or greater in market cap) or the equivalent number of shares of non-US large cap
 
 

companies trading in the US as American Depository Receipts or American Depository Shares (“ADRs”).

 

· Employees are prohibited from profiting from the purchase and sale or sale and purchase of a Covered Security, or a related security, within 60 calendar days.

 

· Portfolio Managers are prohibited from buying securities, directly or indirectly, in an initial public offering. Any other Access Person wishing to buy securities, directly or indirectly, in an initial public offering must receive prior permission from either co-Chief Investment Officer (or his designee) and the Chief Compliance Officer (or her designee).

 

· Any employee wishing to buy securities, directly or indirectly, in a private placement must receive prior permission from the Chief Compliance Officer and his/her immediate supervisor (See Exhibit D).

 

· All employees must report all trades in Reportable Funds, as defined, below.

 

· Funds managed by ClearBridge (“Managed Funds”):

 

o Shares must be held in an Approved Brokerage Account (except if they are in the Legg Mason 401(k) plan or held directly by the transfer agent of our proprietary funds). Compliance must be notified of directly-held proprietary funds.
o Shares are subject to a 60 day holding period, as explained below.

 

 

DEFINITIONS

 

ACCESS PERSON means all employees, directors or officers of ClearBridge.

 

Notwithstanding anything herein to the contrary, this Code does not cover any individual covered under the Legg Mason & Co., LLC Code of Ethics (the “Legg Mason Access Persons”), including, without limitation:

 

(1) the Legg Mason representatives on the Clearbridge Board of Directors; and

 

(2) any other employee of Legg Mason and Co., LLC who may be considered an “Access Person” to ClearBridge (as such term is defined in Rule 204A-1 under the Advisers Act), unless such person has been designated as an Access Person subject to this Code by the Chief Compliance Officer.

 

ClearBridge hereby delegates to the Legg Mason Legal and Compliance Department responsibility for monitoring the Legg Mason Access Persons’ compliance with the Legg Mason & Co., LLC Code of Ethics and for enforcing the provisions of the Legg Mason & Co., LLC Code of Ethics against such persons.

 
 

 

PORTFOLIO ANALYST means any research analyst who supports one or more specific management teams and who has been designated as such by the Chief Compliance Officer.

 

COVERED SECURITIES means stocks, notes, bonds, closed-end funds, exchange- traded funds, off shore funds, hedge funds, debentures, and other evidences of indebtedness, including senior debt, subordinated debt, investment contracts, commodity contracts and futures. Managed Funds and Reportable Funds, as defined herein, are also Covered Securities. The same limitations of this Code pertain to transactions in a security related to a Covered Security, such as an option to purchase or sell a Covered Security and any security convertible into or exchangeable for a Covered Security.

 

COVERED ACCOUNTS means an account in which Covered Securities are owned by you or an account in which you have a Beneficial Interest, as defined below. A Covered Account includes all accounts that could hold Covered Securities in which the Access Person has a Beneficial Interest regardless of what, if any, securities are maintained in such accounts (thus, even if an account does not hold Covered Securities, if it has the capability of holding Covered Securities, the account must be disclosed) . Funds held directly with fund companies do not need to be disclosed if no Managed Funds (as defined below) or Reportable Funds (as defined below) are held in such accounts. Qualified Tuition Programs (“Section 529 plans” or “College Savings Plans”) are not subject to this Policy.

 

SECURITIES AND TRANSACTIONS NOT COVERED BY THIS POLICY ARE:

 

· shares in any open-end US registered investment company (mutual fund), which is not managed, advised or sub-advised by ClearBridge or a Legg Mason affiliate

 

 

· shares issued by money market funds, including Reportable Funds

 

· shares issued by unit investment trusts that are invested exclusively in one or more open-end funds other than Reportable Funds

 

· securities which are direct obligations of the U.S. Government ( i.e., Treasuries)

 

· bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments [1]

 

 

 
 

IF A SECURITY IS NOT COVERED BY THIS POLICY, YOU MAY PURCHASE OR SELL IT WITHOUT OBTAINING PRECLEARANCE AND YOU DO NOT HAVE TO REPORT IT.

 

APPROVED BROKER means any broker/dealer who feeds transaction and holding information to ClearBridge through Sungard Protogent PTA®.

 

MANAGED FUNDS means US registered investment companies advised or subadvised by ClearBridge. They can include proprietary as well as non-proprietary funds, open-end, closed-end and exchange-traded funds (“ETFs”). Access persons are prohibited from engaging in short sales of ETFs managed by ClearBridge, except short sales against the box.

 

REPORTABLE FUNDS means US registered investment companies advised or subadvised by any advisory affiliate of ClearBridge. They can include proprietary and non-proprietary funds.

 

BENEFICIAL INTEREST means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to share at any time in any profit derived from a transaction in a Covered Security.

 

You are deemed to have a Beneficial Interest in the following:

 

(1) any Security owned individually by you;

 

(2) any Security owned jointly by you with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations); and

 

(3) any Security in which a member of your Immediate Family has a Beneficial Interest if the Security is held in an account over which you have decision making authority (for example, you act as trustee, executor, or guardian).

 

 

You are deemed to have a Beneficial Interest in accounts held by your spouse (including his/her IRA accounts), minor children and other members of your immediate family (children, stepchildren, grandchildren, parents, step parents, grandparents, siblings, in-laws and adoptive relationships) who share your household. In addition, you are deemed to have a Beneficial Interest in accounts maintained by your domestic partner (an unrelated adult with whom you share your home and contribute to each other's support). This presumption may be rebutted by convincing evidence that the profits derived from transactions in the Covered Securities will not provide you with any economic benefit.

 

 
 

You have a Beneficial Interest in the following:

 

 

You do not have a Beneficial Interest in Covered Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest unless you are a controlling equity holder or you have or share investment control over the Covered Securities held by the entity.

 

 

IF YOU ARE IN ANY DOUBT AS TO WHETHER AN ACCOUNT FALLS WITHIN THE DEFINITION OF COVERED ACCOUNT OR WHETHER YOU WOULD BE DEEMED TO HAVE A BENEFICIAL INTEREST IN AN ACCOUNT, PLEASE SEE COMPLIANCE.

 

 

BLACK OUT PERIODS

 

Portfolio Managers - In order to prevent buying or selling securities in competition with orders for clients, or from taking advantage of knowledge of securities being considered for purchase or sale for clients [2] , Portfolio Managers and the Portfolio Analysts working directly with the Portfolio Manager on his/her portfolios will not be able to execute a trade in a Covered Security within seven calendar days before or after an account managed by said Portfolio Manager has traded in the same (or a related) security (the “Blackout Period”). The blackout period also pertains to situations when the Portfolio Manager changes a model utilized in a retail “SMA” or “wrap” program.

 

Research Analysts - For purposes of the Vision Fund, a research analyst is deemed to be a portfolio manager for his/her sleeve of the Fund and is subject to the 14 day Blackout Period for purchases and sales made at his/her direction.

 

 
 

All Other Access Persons are precluded from executing a trade in a Covered Security on the same day that there is a client order for the same (or a related) security, unless a de minimis exception applies.

 

De Minimis exception: Transactions involving shares in certain companies traded on US stock exchanges or the NASDAQ will be approved regardless of whether there are outstanding client orders. The exception applies to transactions involving no more than 500 shares, during any 7 calendar day period, per issuer (or the equivalent number of shares represented by ADRs) in securities of companies with market capitalizations of $10 billion or more. In the case of options, an employee may purchase or sell up to 5 option contracts to control up to 500 shares in the underlying security of such large cap company.

 

· Preclearance is required for all de minimis transactions.

 

 

HOLDING PERIODS

 

TRADES BY EMPLOYEES IN MANAGED FUNDS ARE SUBJECT TO A 60 CALENDAR DAY HOLDING PERIOD. SECURITIES MAY NOT BE SOLD OR BOUGHT BACK WITHIN 60 CALENDAR DAYS AFTER THE ORIGINAL TRANSACTION WITHOUT THE PERMISSION OF THE CHIEF COMPLIANCE OFFICER.

 

ACCESS PERSONS CANNOT PURCHASE OR SELL THE SAME COVERED SECURITY WITHIN 60 CALENDAR DAYS IF SUCH TRANSACTIONS WILL RESULT IN A PROFIT.

 

The Short Term Trading Prohibition does not pertain to individual stock options that are part of a hedged position where the underlying stock has been held for more than 60 calendar days and the entire position (including the underlying security) is closed out. ETFs not managed by ClearBridge are also not subject to the Holding Period.

 

PRECLEARANCE

 

· Preclearance is obtained through the Personal Trading Assistant found under “Compliance” on the ClearBridge intranet site.

 

· Preclearance is valid until close of business on the business day during which preclearance was obtained. If the transaction has not been executed within that timeframe, a new preclearance must be obtained.

 

· IF YOU WISH TO PURCHASE AN INITIAL PUBLIC OFFERING [3] , YOU MUST OBTAIN PERMISSION FROM A CO-CIO AND THE CHIEF COMPLIANCE
 
 

OFFICER (SEE, EXHIBIT F). PORTFOLIO MANAGERS CANNOT PARTICIPATE IN IPOS FOR THEIR PERSONAL ACCOUNTS EXCEPT FOR OFFERINGS OF CLOSED END FUND..

 

· IF YOU WISH TO PURCHASE SECURITIES IN A PRIVATE PLACEMENT, [4] YOU MUST OBTAIN PERMISSION FROM THE CHIEF COMPLIANCE OFFICER AND YOUR SUPERVISOR.

 

The following transactions do not require pre-clearance :

 

· Transactions in a Covered Account over which the employee has no direct or indirect influence or control such as where investment discretion is delegated in writing to an independent fiduciary. Fully discretionary accounts managed by either an internal or external registered investment adviser are permitted and may be custodied away from an Approved Broker if (i) the employee receives permission from the Chief Compliance Officer or his/her designee; and (ii) there is no communication between the manager and the employee with regard to investment decisions prior to execution. The employee must designate that copies of periodic (monthly or quarterly) statements that contain transaction information as detailed under Reporting Requirements be sent to the Compliance Department;

 

· Transactions in ETFs and exchange-traded notes (“ETNs”); however, they must be reported. Transactions in ETFs and ETNs which occur in a Covered Account do not need to be separately reported.

 

· Transactions in estate or trust accounts of which an employee or related person has a beneficial ownership, but no power to affect investment decisions. There must be no communication between the account(s) and the employee with regard to investment decisions prior to execution. The employee must direct the trustee/bank to furnish copies of statements that contain transaction information as detailed under Reporting Requirements to the Compliance Department;

 

· Transactions which are non-volitional on the part of the employee ( i.e., the receipt of securities pursuant to a stock dividend or merger, a gift or inheritance). However, the sale of securities acquired in a non-volitional manner is treated as any other transaction and subject to pre-clearance.

 

· Sales pursuant to a bona fide tender offer.

 

· Purchases of the stock of a company pursuant to an automatic investment plan which is 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. Payroll deduction contributions to 401(k) plans are deemed to be pursuant to automatic investment plans. ( Preclearance and reporting of particular instances of dividend reinvestment is not required; annual reporting of holdings is required ).

 

· The receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security and the sale of such rights. However, if you purchase the rights from a third-party, the transaction must be pre-cleared. Likewise, the sale of such rights must be pre-cleared.

 

· Purchases and sales of Legg Mason’s publicly traded securities or the receipt or exercise of an employee stock option under any of Legg Mason’s employee stock plans. Note: All employees are subject to the Legg Mason, Inc. Policies and Procedures Regarding Acquisitions and Disposition of Legg Mason Securities, which is incorporated by reference.

 

· Purchases of an employer’s securities done under a bona fide employee benefit plan or the receipt or exercise of options in an employer’s securities done under a bona fide employee stock option plan of a company not affiliated with Legg Mason by an employee of that company who is a member of an Access Person’s immediate family do not require preclearance. However, sales of the employer’s stock, whether part of the employee benefit or stock option plans, do require preclearance and reporting. Furthermore, employee benefit plans that allow the employee to buy or sell Covered Securities other than those of the employer are subject to the requirements of the Code, including preclearance, reporting and holding periods.

 

· Any transaction involving non-financial commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks) and options on futures.

 

· Any acquisition or disposition of a security in connection with an option-related transaction that has been previously approved. For example, if you received clearance to buy a call and then decide to exercise it, you are not required to obtain preclearance in order to exercise the call.

 

· Transactions involving options on broad-based indices, including, but not limited to, the S&P 500, the S&P 100, NASDAQ 100, Russell 2000, Russell 1000, Russell 3000, Nikkei 300, NYSE Composite and the Wilshire Small Cap.

 

 
 
· Access Persons desiring to make a bona fide [5] gift or charitable contribution of Covered Securities or who receive a bona fide gift of Covered Securities, including an inheritance, do not need to preclear the transactions. However, such gift or contribution must be reported in the next quarterly report (See “Reporting Requirements”).
· Fixed income investments other than fixed income securities convertible into equity securities.
· Transactions in open-end Managed Funds and Reportable Funds (including ETFs). Note: transactions in all closed end funds, including the ones managed by ClearBridge, do require preclearance.

 

REPORTING REQUIREMENTS

 

All personnel are required to report the establishment of any new Covered Accounts established during the quarter to Compliance, even if the Covered Account is with an Approved Broker. Employees are also required to report to the Compliance Department the establishment of any account in a Managed Fund directly with the Funds’ transfer agent.

 

The Approved Brokers provide the Compliance Department with a daily report of all transactions executed by personnel. The Funds’ transfer agent provides the Compliance Department with transactions in the Managed Funds. If you have received permission to maintain a Covered Account at other than an Approved Broker, including spousal accounts for which you received a waiver from the requirement to preclear, you must arrange for the broker to provide Compliance with the following information.

 

Reports of Each Transaction in a Covered Security

 

· No later than at the opening of business on the business day following the day of execution of a trade for a Covered Account, Compliance must be provided with the following information:

 

name of security

exchange ticker symbol or CUSIP

nature of transaction (purchase, sale, etc.)

number of shares/units or principal amount

price of transaction

date of trade

name of broker

the date the Access Person submits the report

 

 

 
 

Quarterly Reports

 

If you have engaged in a transaction that did not require preclearance but did require reporting, please confirm that Compliance has received the required information, as follows:

 

No later than 30 days after the end of each calendar quarter, each employee who maintains a Covered Account at other than an Approved Broker will provide Compliance with a report of all transactions in Covered Securities in the quarter, including the name of the Covered Security, the exchange ticker symbol or CUSIP, the number of shares and principal amount, whether it was a buy or sell, the price and the name of the broker through whom effected.

 

Annual Reports

 

Within 45 days after the end of the calendar year, each employee must report all his/her holdings in Covered Securities as at December 31, including the title, exchange ticker symbol or CUSIP, number of shares and principal amount of each Covered Security the employee owns (as defined above) and the names of all Covered Accounts. The report will be made through certification on the Personal Trading Assistant. Any holdings that do not appear should be provided to Compliance for entry in the system prior to certification. Any employee failing to certify within the required time period will not be allowed to engage in any personal securities transactions.

 

 

OTHER REPORTS

 

Initial Employment

 

No later than 10 days after initial employment with ClearBridge, or notification of coverage under this Code, each employee must provide Compliance with a list of each Covered Security s/he owns (as defined above). The information provided, which must be current as of a date no more that 45 days prior to the date such person became an employee (or subject to this Code), must include the title of the security, the exchange ticker symbol or CUSIP, the number of shares owned (for equities) and principal amount (for debt securities), The employee must also provide information, which must include the name of the broker, dealer or bank with whom the employee maintains an account in which any securities are held for the direct or indirect benefit of the employee. This information will be entered into the Personal Trading Assistant by Compliance and must be certified to, electronically, by the employee before the employee can effectuate any transactions. If the employee does not maintain a Covered Account with an Approved Broker, s/he will be given a reasonable amount of time to transfer the Covered Account(s) to an Approved Broker.

 

 
 

Reportable Funds

 

No later than 30 days after the end of each calendar quarter, TRANSACTIONS IN REPORTABLE FUNDS (OTHER THAN THOSE MANAGED BY CLEARBRIDGE) MUST BE REPORTED.

 

The information on personal securities transactions received and recorded will be deemed to satisfy the obligations contained in Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. Such reports may, where appropriate, contain a statement to the effect that the reporting of the transaction is not to be construed as an admission that the person has any direct or indirect beneficial interest or ownership in the security.

 

ADMINISTRATION OF THE CODE

 

At least annually, the Chief Compliance Officer, on behalf of ClearBridge, will furnish to the boards or to the Chief Compliance Officer of any US registered investment company to which ClearBridge acts as adviser or subadviser, a written report that:

 

(i) Describes any issues arising under the Code or this Policy since the last report to the board, including, but not limited to, information about material violations of the Code or this Policy and sanctions imposed in response to the material violations; and

 

(ii) Certifies that the ClearBridge has adopted procedures reasonably necessary to prevent Access Persons from violating the Code or this Policy.

 

 

Adopted: February 14, 2007*

Amended: April 1, 2007

Amended: June 1, 2007

Amended: December 10, 2008

Amended: August 10, 2009

Amended: June 8, 2010

Amended: January 7, 2013

Amended: May 15, 2017

 

 

*Amending and Restating the Code of Ethics

adopted January 28, 2005, as amended.

.

 
 

EXHIBIT A

 

ClearBridge Investments

 

 

Acknowledgement of Code of Ethics Form

 

I acknowledge that I have received and read the Code of Ethics for ClearBridge dated May 15, 2017. I understand the provisions of the Code of Ethics as described therein and agree to abide by them.

 

 

Employee Name (Print):

Signature:

Date:

 

Date of Hire:  
Job Function & Title:  
Supervisor:  
Location:  
Floor and/or Zone:  
Telephone Number:  

 

This Acknowledgment form must be completed and returned within 10 days of employment to:

ClearBridge Compliance

620 8th Avenue

New York, NY 10018

 

Please fax to: (877) 406-7343

 

Original signature must be sent , however a fax copy may be sent to (877) 406-7343 in order to meet the ten (10) day deadline.

 
 

EXHIBIT B

 

ClearBridge Investments

 

 

Outside Directorship Form

 

Employees must obtain prior written approval from the CEO and Legg Mason Legal and Compliance to serve as a director of any publicly held company or any company whose securities are held by clients. Employees serving as outside directors are not entitled to indemnification or insurance coverage by ClearBridge or its affiliates unless service on the board is at the specific written request of ClearBridge or its affiliates.

 

COMPLETE ONE COPY OF THIS FORM FOR EACH APPLICABLE ENTITY

 

Print Name
Title  Office Telephone Number
Department Name  Location
1. Name of Entity  Date
2. Main Activity of the Entity
3. Your Title or Function

Date Association/Term

Begins

 Date Term Expires

Annual Compensation

$

 

4.        Is the Directorship requested by ClearBridge or its affiliates?

 

[_] No

 

[_] Yes

 

[_] Attach copy of Request Letter and other details.

 

5.        Do you know of any significant adverse information about the entity or any actual or potential conflict of interest between the entity and ClearBridge or its affiliates?

 

[_] No

 

[_] Yes

 

[_] Attach detail and documents.

 

 

6.        For PUBLIC COMPANIES attach the most recent “10-K”; “10-Q”; Latest Annual Report; “8-K’s”; and Prospectus

 

[_] 10-K Attached

 

[_] Ann. Rpt Attached

 

[_] Prospectus Attached

 

For NON-PUBLIC ENTITIES attach Audit Financial    Statements [_]  10-Q Attached [_]  8-K’s Attached [_]   Fin. Stmts. Attached

 

7.        Does the entity or any principal have an account or other business relationship with ClearBridge or its affiliates?

 

[_] No

 

[_] Yes

 

If yes, specify Account No.or describe relationship

8.  Additional Remarks
Employee Representations:
                     
· I will not use any material non-public information gleaned through my directorship for my own benefit nor share any such information with others.

 

Employee Signature Employee's Signature     Date
Chief Executive Officer

Print Name

 

Signature   Date
General Counsel of Legg Mason, Inc. Print Name Signature   Date
           

 

Upon completion of this form, fax to Compliance at 877-406-7343, then forward via inter-office mail to:

ClearBridge Compliance, 620 8 th Avenue, New York, NY 10018

 
 

EXHIBIT C

 

ClearBridge Investments

 

 

Outside Brokerage Account Approval Request Form

 

Employee Name: _______________________________

 

The following information is provided in order to obtain Compliance approval to open and/or maintain a brokerage account outside the approved list of brokers:

 

Outside Brokerage Firm Name:  

Brokerage Firm Address:

(Where letter should be sent)

 

 

 

 
 
Account Number:  
Full Account Title:

 

 

 

Please indicate the reason why you are requesting to open and/or maintain a brokerage account outside of the approved list of brokers:

 

q The account is a fully discretionary account managed by an investment adviser, registered with the SEC.

 

q The account is a joint account with my spouse who works for the brokerage firm where the account will be maintained.

 

q The account is my spouse’s individual account who works for a regulated entity.

 

q Estate or trust accounts of which an employee or related person has a beneficial ownership , but no power to affect investment decisions. There must be no communication between the account(s) and the employee with regard to investment decisions prior to execution.

 

q Other: _____________________________________________________________.

 

A copy of any relevant statement(s) and this completed form must be provided to:

 

ClearBridge Compliance

620 8th Avenue

New York, NY 10018

Please fax to: (877) 406-7343

 

 

________________ __________ _____________________________ __________

Employee Signature Date Chief Compliance Officer Signature Date

 
 

EXHIBIT D

 

ClearBridge Investments

 

 

Outside Investment Approval Request Form

 

 

ClearBridge policy requires employees to obtain the prior written approval of the Chief Compliance Officer and your immediate supervisor before making an outside investment. Examples of "outside investments" include, but are not limited to, Private Placements and any investments in securities that cannot be made through an Approved Brokerage account. If the investment is a private placement, you must provide a copy of the prospectus, offering statement or other similar document. If you are a registered person, a copy of this form and supporting documentation will be provided to LMIS Compliance.

 

Employees must not make an outside investment if such investment may present a potential conflict of interest. Approval of such investment reflects a determination that it does not pose a conflict of interest with clients.

 

PRINT Name Date
Title/Position Office Telephone Number
Department Name Location
Name of Investment Anticipated Date of Investment

Amount of investment

$

Type of Investment

 

 

[_] Private Placement

 

[_]

 

Other investment which cannot be made

through an approved brokerage account. (specify)

Is your participation exclusively as a passive investor?

 

[_] Yes

 

[_] No

If No, Please explain

any other involvement.

 
Additional Remarks:
 
Employee Representations:
·     I certify that this investment does not take an investment opportunity from a client.

 

Send the completed form and all relevant documents to :

ClearBridge Compliance, 620 8 th Avenue, New York, NY 10018

Please fax to (877) 406-7343

Employee Signature Employee's Signature Date
Supervisor Approval Print Name of Supervisor Title of Supervisor Signature of Supervisor Date
Chief Compliance Officer Approval Print Name of CCO Signature of CCO Date
                               
 
 

EXHIBIT E

 

ClearBridge Investments

 

 

Initial Report of Securities Holdings Form

 

This report must be signed, dated and returned within 10 days of employment and the holdings report must be current as of a date not more than 45 days prior to the employee becoming a Covered Person. This report must be submitted to the

ClearBridge Compliance

620 8 th Avenue

New York, NY 10018

Please fax to (877) 406-7343

 

Employee Name: ______________________ Date of Employment: ________________

Brokerage Accounts:

q I do not have a beneficial ownership of any account(s) with any financial services firm.

Please refer to Exhibit “A” for definition of beneficial ownership .

q I maintain or have a beneficial ownership in the following account(s) with the financial services firm(s) listed below (attach additional information if necessary- e.g ., a brokerage statement). Please include the information required below for any broker, dealer or bank where an account is maintained which holds securities for your direct or indirect benefit as of the date you began your employment.

 

Name of Financial Service(s) Firm and Address Account Title Account Number
     
     

 

Securities Holdings:

Complete the following (or attach a copy of your most recent statement(s)) listing all of the securities holdings in which you have a beneficial ownership , with the exception of non-proprietary U.S. registered open-ended mutual funds for which CBI does not serve as adviser or sub-adviser and U.S Government securities if:

· You own securities that are held by financial services firm(s) as described above. If you submit a copy of a statement, it must include all of the information set forth below. Please be sure to include any additional securities purchased since the date of the brokerage statement that is attached. Use additional sheets if necessary.
· Your securities are not held with a financial service(s) firm (e.g., stock and dividend reinvestment programs and private placements, shares held in certificate form by you or for you or shares held at a transfer agent).

 

Title of Security Ticker Symbol or CUSIP No. Number of Shares Principal Amount Financial Services Firm
         
         
q I have no securities holdings to report.

 

Signature: _____________________________ Date of Signature: _____________

 
 

EXHIBIT F

 

 

ClearBridge Investments

 

 

 

INITIAL PUBLIC OFFERING REQUEST FORM

 

 

 

 

ClearBridge’s Code of Ethics requires employees to obtain the prior written approval of a co-Chief Investment Officer and the Chief Compliance Officer before buying an initial public offering. (An IPO is an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to reporting requirements under the federal securities laws.)

 

Please note that Portfolio Managers are prohibited from participating in an IPO in their personal accounts except for offerings of closed end funds that are either advised or sub-advised by ClearBridge.

 

Employees must not make an investment in an initial public offering if such investment may present a potential conflict of interest.

 

 

Print Name Date
Title/Position
Name of Security Anticipated Date of Offering Number of Shares
Employee Representation:
I certify that this investment does not take an investment opportunity from a client.

 

Send the completed form and all relevant documents to :

ClearBridge Compliance

620 8 th Avenue

New York, NY 10018

 

Please fax to (877) 406-7343

 

Employee Name Employee's Signature Date
Chief Compliance Officer   Chief Compliance Officer’s Signature Date
Co-Chief Investment Officer   Co-Chief Investment Officer’s Signature

Date

 

 

           

 

 


[1] High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality.

 

[2] A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made or communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

 

[3] An IPO is an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to reporting requirements under the federal securities laws.

 

[4] A private placement is an offering of securities that are not registered under the Securities Act because the offering qualified for an exemption from the registration provisions.

 

[5] A bona fide gift or contribution is one where the donor does not receive anything of monetary value in return.

 

 

"PARAMETRIC-HORZ-RGB.PNG (572?157)"

 

 

 

CODE OF ETHICS

 

 

 

PARAMETRIC PORTFOLIO ASSOCIATES LLC

 

 

 

 

 

 

 

 

 

 

 

Effective March 2006 (as revised July 1, 2017)

 
 

Table of Contents

 

I. Overview
II. Standards of Business Conduct
III. Policy on Personal Securities Transactions
A. Definitions
B. Applicability of the Policy
1. Who is Covered
2. What Accounts are Covered
C. Rules Applicable to All Access Persons
1. Use of a Designated Broker
2. Prohibited Practices
3. Pre-Clearance Requirements
4. Exempt Transactions
5. Restricted Transactions
6. Reporting Requirements
7. Managed Accounts
D. Administration
1. Maintenance of List of Access Persons
2. Review of Securities Reports
3. Certifications by Access Persons
4. Reports to Management and Trustees of Registered Investment Company Clients
5. Recordkeeping Requirements
6. Confidentiality
E. Violations and Sanctions

 

 

 

 

 

 

 

 

 

 

 

 

 
 

I. Overview

 

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

 

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

 

II. Standards of Business Conduct

 

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

 

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

 

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

 

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

 

Fiduciary Obligations

 

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

 

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

 

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

 

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

 

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

 

III. Policy on Personal Securities Transactions

 

A. Definitions

 

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

 

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

 

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

 

Beneficial Interest with respect to Securities or a Securities Account generally means an interest where you or a member of your Immediate Family, directly or indirectly, (i) have investment discretion or the ability (including joint ability or discretion) to purchase or sell Securities or direct the disposition of Securities; (ii) have voting power over Securities, or the right to direct the voting of Securities; or (iii) have a direct or indirect financial interest in Securities (or other benefit substantially equivalent to ownership of Securities). For purposes of this Code, “beneficial ownership” shall be interpreted in the same manner as it would be under Section 16 of the Securities and Exchange Act, as amended, and the rules and regulations thereunder.

 

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

 

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

 
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934. As used in this Code, the term “Initial Public Offering” shall also mean a one-time offering of stock to the public by the issuer of such stock which is not an initial public offering.

 

Managed Account is an investment account in which you and your Immediate Family have no “direct or indirect influence or control.” No direct or indirect influence or control exists over an account where, for example, (a) you or your Immediate Family member is a grantor or beneficiary of a trust managed by a third-party trustee and he or she has limited involvement in trust affairs, or (b) the third-party manager (or other financial intermediary) acting as a third-party manager has discretionary investment authority over the account. However, direct or indirect influence or control will be deemed to exist where you or your Immediate Family member has discussions with the trustee or third-party manager that go beyond a summary, description or explanation of account positioning and/or activity. For example, any of the

 
 

following actions by you or your Immediate Family member would qualify as “direct or indirect influence or control” over the account: (i) suggesting purchases or sales of investments to the trustee or third-party manager; (ii) directing the purchase or sale of Securities; or (iii) consulting with the trustee or third-party manager as to the purchase or sale of investments to be made in the account (including situations where the trustee or third-party manager requests input and/or permission from you or your Immediate Family member before entering into a transaction). Managed Accounts must be approved as such by the CCO (see section III.C.7 - Managed Accounts).

 

Mid/Large Cap Issuer is an issuer of Securities with an equity market capitalization of $3 billion or more.

 

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

 

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

 

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

 

· Stocks & bonds
· Shares of Exchange Traded Funds
· Shares of Closed-End Funds
· Shares of Affiliated Funds
· Exchange Traded Notes
· Options on securities, on indexes and on currencies
· Investments in all kinds of limited partnerships
· Investments in unit investment trusts
· Investments in real estate investment trusts (REITs)
· Investments in private investment funds, hedge funds, private equity funds and venture capital funds
· Units and shares of non-U.S. unit trusts and non-U.S. funds

 

For purposes of this Code, the term “Securities” does not include:

 

· Direct obligations of the U.S. government
· Money-market instruments, including bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements
· Shares of money-market funds
· Shares of Mutual Funds, other than shares of Affiliated Funds
· Currencies and currency forwards
· Commodities

 

 
 

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

 

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

 

Small Cap Issuer is an issuer of Securities with an equity market capitalization of less than $3 billion.

 

B. Applicability of the Policy

 

1. Who is Covered

 

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

 

2. What Accounts are Covered

 

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

 

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

 

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

 

Accounts that are not covered by this Policy include:

 

· Accounts that may only hold Mutual Funds, other than Affiliated Funds;
· Qualified tuition program accounts established pursuant to Section 529 of the Internal Revenue Code of 1986 (“529 Plans”); and
· Eaton Vance Employee Retirement Plan accounts.

 

 
 
C. Rules Applicable to All Access Persons [2]

 

The following rules will be enforced for all Access Persons unless otherwise individually exempted or pre-approved in writing by the CCO.

 

1. Use of a Designated Broker

 

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

 

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

 

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

 

2. Prohibited Practices

 

a) Insider Trading

 

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

 

b) Front Running

 

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

 

 

 

 
 
c) Market Manipulation

 

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

 

d) Derivatives and Options Trading

 

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

 

e) Short-Term Trading

 

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

 

f) Investment Clubs

 

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

 

g) Public Company Ownership Limit

 

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

 

3. Pre-Clearance Requirements

 

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

 

a) Eaton Vance Corp. Securities

 

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

 

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

 

 
 

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

 

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

 

b) Initial Public Offerings

 

You may not purchase or otherwise acquire any Security in an Initial Public Offering, except with prior written approval from the CCO. Requests to purchase Securities in an Initial Public Offering will generally be denied by the CCO. Approval may be granted only in rare cases that involve extraordinary circumstances. Accordingly, Parametric discourages such applications. You may be given approval to purchase a Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form. Pre-clearance of Initial Public Offerings may be requested via ComplySci.

 

c) Private Placements

 

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

 

4. Exempt Transactions

 

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

 

· The purchase of Securities effected pursuant to an Automatic Investment Plan (the sale of Securities acquired under an automated investment plan is exempt from the Short-Term Trading prohibition but is subject to all other rules herein);
· Transactions effected by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Interest;
 
 
· Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Interest;
· Purchases or sales of Securities issued in qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code;
· Transactions effected in an approved Managed Account (note that there are reporting requirements and other restrictions related to Managed Accounts, as outlined below in section III.C.7 - Managed Accounts); and
· The acquisition of Securities, such as stock grants and employee stock options, received as compensation from an employer or the purchase of stock through an employer’s stock purchase plan (“ESPP”). (NOTE: The sale of Securities received from an employer or purchased via an ESPP is exempt from the Short-Term Trading prohibition but is subject to all other provisions of this Code.) This provision does not apply to EVC Securities, which you are required to pre-clear.

 

5. Restricted Transactions

 

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

 

a) Daily Transaction Value Limits

 

· For fixed income securities, you may purchase or sell up to $100,000 per day per issuer.
· For Exchange Traded Notes, you may purchase or sell up to $100,000 per day per issuer.
· For Exchange Traded Funds and Closed-End Funds, you may purchase or sell up to $100,000 per day per issuer.
· For equities and REITs, you may purchase or sell up to $50,000 per day per Mid/Large Cap Issuer and up to $10,000 per day per Small Cap Issuer (as defined at time of transaction).

 

b) Short Sales

 

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

 

c) Same-Day Model Transactions

 

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

 

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

 

 

 

 
 

 

 

d) Trade Orders

 

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

 

6. Reporting Requirements

 

a) Initial Holdings Report

 

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

 

b) Annual Holdings Report

 

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

 

c) Quarterly Transactions Report

 

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

 

d) New Accounts

 

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

 
 

 

New Securities Accounts (not including Managed Accounts) of Access Persons registered with FINRA through Eaton Vance Distributors, Inc. (“EVD”) are automatically approved for purposes of FINRA Rule 3210, if they are established with a Designated Broker. Any exception, whereby an Access Person registered with FINRA maintains a Securities Account with a broker, dealer or bank other than a Designated Broker, requires written consent of the EVD Chief Compliance Officer or designee.

 

7. Managed Accounts [4]

 

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

 

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

 

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

 

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

 

 
 

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

 

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

 

D. Administration

 

1. Maintenance of List of Access Persons

 

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

 

2. Review of Securities Reports

 

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

 

3. Certifications by Access Persons

 

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

 

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

 

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

 

5. Recordkeeping Requirements

 

Parametric shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the Securities and Exchange Commission (“SEC”) or any presentative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

 

· Copies of the Parametric Code of Ethics currently in effect and in effect at any time within the past five years;
 
 
· A record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained for at least five years after the end of the fiscal year in which the violation occurred;
· Copies of Access Persons’ Quarterly Transactions Reports and Initial and Annual Holdings Reports, to be maintained for at least five years after the end of the fiscal year in which the report is made or information provided;
· A record of any approval to acquire a Security in an Initial Public Offering or in a Private Placement with the reasons supporting the approval, for at least five years after the end of the fiscal year in which the approval is granted;
· A record of all Access Persons, currently and within the past five fiscal years, who are or were required to make reports referred to in section III.C.6 - Reporting Requirements;
· Copies of each certification referred to in paragraph 3 of this Administration section made by a person who currently is, or in the past five years was, subject to this Code, to be maintained for at least five years after the fiscal year in which the certification was made; and
· Copies of each report referred to in paragraph 4 of this Administration section above, to be maintained for at least five years after the end of the fiscal year in which it was made.

 

6. Confidentiality

 

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

 

E. Violations and Sanctions

 

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

 

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


[1] Capitalized terms in this section are defined in section III.A - Definitions.

[2] Reminder : When this Policy refers to “you” or your transactions, it includes your Immediate Family and Securities Accounts in which you and/or they have a direct or indirect Beneficial Interest.

[3] Additional brokers, dealers or banks may be considered. You may maintain an existing account you established with a broker, dealer or bank that is not a Designated Broker if you were an Access Person of Parametric prior to January 1, 2013 and the account was established with such broker, dealer or bank prior to January 1, 2013.

[4] See section III.A - Definitions above.

[5] If the letter from the Discretionary Manager does not include all of the above representations above, the CCO may determine via other means at his or her discretion, including via a signed certification and acknowledgement from the employee, that the account qualifies as a Managed Account.

 

WEDGE Capital Management L.L.P.

Memo

Date: 2/21/2017

To: ALL WEDGE partners and employees
From: JL
RE: Code of Ethics

 

 

Attached is the most recent Code of Ethics and Standards of Professional Conduct statement from the CFA Institute. The Code and Standards, along with WEDGE’s Insider Trading Policy, Personal Security Trading Policy, Privacy Policy, Political Contributions Policy, and Gifts and Entertainment Policy, and portions of the Personnel Handbook collectively embody the WEDGE Code of Ethics. All employees and partners of the firm are expected to abide by the WEDGE Code of Ethics.

 

Any possible or potential violations of the Code of Ethics should be brought to the attention of the compliance department.

 

www.cfainstitute.org

CODE OF ETHICS

AND STANDARDS OF

PROFESSIONAL CONDUCT

PREAMBLE

The CFA Institute Code of Ethics and Standards of Professional Conduct are fundamental to the values of CFA Institute and essential to achieving its mission to lead the investment profession globally by promoting the highest standards of ethics, education, and professional excellence for the ultimate benefit of society. High ethical standards are critical to maintaining the public’s trust in financial markets and in the investment profession. Since their creation in the 1960s, the Code and Standards have promoted the integrity of CFA Institute members and served as a model for measuring the ethics of investment professionals globally, regardless of job function, cultural differences, or local laws and regulations. All CFA Institute members (including holders of the Chartered Financial Analyst ® [CFA ® ] designation) and CFA candidates must abide by the Code and Standards and are encouraged to notify their employer of this responsibility. Violations may result in disciplinary sanctions by CFA Institute. Sanctions can include revocation of membership, revocation of candidacy in the CFA Program, and revocation of the right to use the CFA designation.

 

THE CODE OF ETHICS

Members of CFA Institute (including CFA charterholders) and candidates for the CFA designation (“Members and Candidates”) must:

• Act with integrity, competence, diligence, respect and in an ethical manner with the public, clients, prospective clients,

employers, employees, colleagues in the investment profession, and other participants in the global capital markets.

• Place the integrity of the investment profession and the interests of clients above their own personal interests.

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

• Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession.

• Promote the integrity and viability of the global capital markets for the ultimate benefit of society.

• Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals.

 

STANDARDS OF PROFESSIONAL CONDUCT

 

I. PROFESSIONALISM

A. Knowledge of the Law. Members and Candidates must understand and comply with all applicable laws, rules, and regulations (including the CFA Institute Code of Ethics and Standards of Professional Conduct) of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, Members and Candidates must comply with the more strict law, rule, or regulation. Members and Candidates must not knowingly participate or assist in and must dissociate from any violation of such laws, rules, or regulations.

B. Independence and Objectivity. Members and Candidates must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. Members and Candidates must not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise their own or another’s independence and objectivity.

C. Misrepresentation. Members and Candidates must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.

D. Misconduct. Members and Candidates must not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence.

 

 

 
 

II. INTEGRITY OF CAPITAL MARKETS

A. Material Nonpublic Information. Members and Candidates who possess material nonpublic information that could affect the value of an investment must not act or cause others to act on the information.

B. Market Manipulation. Members and Candidates must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.

 

III. DUTIES TO CLIENTS

A. Loyalty, Prudence, and Care. Members and Candidates have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgment. Members and Candidates must act for the benefit of their clients and place their clients’ interests before their employer’s or their own interests.

B. Fair Dealing. Members and Candidates must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.

C. Suitability.

1. When Members and Candidates are in an advisory relationship with a client, they must:

a. Make a reasonable inquiry into a client’s or prospective client’s investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action and must reassess and update this information regularly.

b. Determine that an investment is suitable to the client’s financial situation and consistent with the client’s written objectives, mandates, and constraints before making an investment recommendation or taking investment action.

c. Judge the suitability of investments in the context of the client’s total portfolio.

2. When Members and Candidates are responsible for managing a portfolio to a specific mandate, strategy, or style, they must make only investment recommendations or take only investment actions that are consistent with the stated objectives and constraints of the portfolio.

D. Performance Presentation. When communicating investment performance information, Members and Candidates must make reasonable efforts to ensure that it is fair, accurate, and complete.

E. Preservation of Confidentiality. Members and Candidates must keep information about current, former, and prospective clients confidential unless:

1. The information concerns illegal activities on the part of the client or prospective client,

2. Disclosure is required by law, or

3. The client or prospective client permits disclosure of the information.

 

IV. DUTIES TO EMPLOYERS

A. Loyalty. In matters related to their employment, Members and Candidates must act for the benefit of their employer and not deprive their employer of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to their employer.

B. Additional Compensation Arrangements. Members and Candidates must not accept gifts, benefits, compensation, or consideration that competes with or might reasonably be expected to create a conflict of interest with their employer’s interest unless they obtain written consent from all parties involved.

C. Responsibilities of Supervisors. Members and Candidates must make reasonable efforts to ensure that anyone subject to their supervision or authority complies with applicable laws, rules, regulations, and the Code and Standards.

 

V. INVESTMENT ANALYSIS, RECOMMENDATIONS, AND ACTIONS

A. Diligence and Reasonable Basis. Members and Candidates must:

1. Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions.

2. Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis,

recommendation, or action.

B. Communication with Clients and Prospective Clients. Members and Candidates must:

1. Disclose to clients and prospective clients the basic format and general principles of the investment processes they use to analyze investments, select securities, and construct portfolios and must promptly disclose any changes that might materially affect those processes.

2. Disclose to clients and prospective clients significant limitations and risks associated with the investment process.

3. Use reasonable judgment in identifying which factors are important to their investment analyses, recommendations, or actions and include those factors in communications with clients and prospective clients.

4. Distinguish between fact and opinion in the presentation of investment analysis and recommendations.

C. Record Retention. Members and Candidates must develop and maintain appropriate records to support their investment analyses, recommendations, actions, and other investment-related communications with clients and prospective clients.

 

 
 

VI. CONFLICTS OF INTEREST

A. Disclosure of Conflicts. Members and Candidates must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and employer. Members and Candidates must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively.

B. Priority of Transactions. Investment transactions for clients and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner.

C. Referral Fees. Members and Candidates must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from or paid to others for the recommendation of products or services.

 

VII. RESPONSIBILITIES AS A CFA INSTITUTE MEMBER OR CFA CANDIDATE

A. Conduct as Participants in CFA Institute Programs. Members and Candidates must not engage in any conduct that compromises the reputation or integrity of CFA Institute or the CFA designation or the integrity, validity, or security of the CFA Institute programs.

B. Reference to CFA Institute, the CFA Designation, and the CFA Program. When referring to CFA Institute, CFA Institute membership, the CFA designation, or candidacy in the CFA Program, Members and Candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA program.

WEDGE Capital Management L.L.P.

Insider Trading Policy

Revised: March 2014

 

1.      Overview:

WEDGE Capital Management L.L.P. forbids any Associate from trading, either personally or on behalf of others, while in possession of Material Nonpublic Information and from communicating Material Nonpublic Information to others. This conduct is frequently referred to as Insider trading. WEDGE's policy applies to every Associate and pertains to activities both within and outside of their duties at WEDGE. Please see a compliance officer with any questions.

 

Insider trading includes, but is not limited to, the following types of actions:

§ Trading by an Insider, while in possession of Material Nonpublic Information
§ Trading by a non-Insider, while in possession of Material Nonpublic Information, where the information either was disclosed to the non-Insider in violation of an Insider's duty to keep it confidential or was Misappropriated
§ Communicating Material Nonpublic Information to others (a.k.a. Tipping)

 

Insider trading and Tipping violate the federal securities laws if the trading or Tipping of the information results in a breach of confidence or trust. Liability for Insider trading could involve a breach of confidence or trust to a client, an employer, employees, or a personal acquaintance. In addition, an Outsider may be liable for Insider trading under the Misappropriation Theory.

 

Every Associate of WEDGE must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability, and criminal penalties.

 

2.      Definitions:

A. Associate: Any partner or employee of WEDGE.

 

B. Insider: An Insider is someone who is privy to information that has not yet been released to the public. The concept of being an Insider is broad; it includes officers, directors, and employees of a company. A person can be a "temporary Insider" if he or she enters into a confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A “temporary Insider” can include, among others, a company's attorneys, accountants, consultants, bank-lending officers, and the employees of such organizations. WEDGE may become a “temporary Insider” of a client. According to the Supreme Court, a company must expect the Outsider to keep the disclosed Nonpublic Information confidential and the relationship must at least imply such a duty before the Outsider will be considered an Insider.

 

C. Material Information: Trading on Nonpublic Information is not a basis for liability unless the information is Material. Material Information is information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information one should consider Material includes, but is not limited to:

 

§ Earnings information (reports or projections, favorable or unfavorable) and changes in previously released earnings estimates
 
 
§ Events regarding the issuer’s securities (e.g. dividend changes, defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits)
§ Significant merger or acquisition proposals/agreements, tender offers, joint ventures, changes in assets
§ New products or discoveries, or developments regarding customers or suppliers (e.g. the acquisition or loss of a contract)
§ Changes in control or in management
§ Changes in auditors or auditor notification that the issuer may no longer rely on an auditor’s audit report
§ Major litigation
§ Liquidation problems

 

Material Information does not have to relate to a company's business or be disclosed by a corporate Insider. For example, the knowledge of the contents of a forthcoming newspaper column that is expected to affect the market price of a security could be considered Material Nonpublic Information.

 

D. Misappropriation Theory: Under the Misappropriation Theory, a person may be found guilty of securities fraud if he/she breaches a duty of trust or confidence to anyone by obtaining information improperly or by using information obtained properly for an improper purpose.

 

E. Nonpublic Information: Information is Nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, appearing on the internet, Bloomberg, in The Wall Street Journal, or other publications of general circulation would be considered public.

 

F. Outsider: An Outsider is someone who is not privy to information that is yet to be released to the public.

 

G. Tipping: The act of communicating Material Nonpublic Information to an Outsider.

 

3.      Penalties for Insider Trading

Penalties for trading on or communicating Material Nonpublic Information are severe; both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

 

§ Civil injunctions
§ Treble damages
§ Disgorgement of profits
§ Jail sentences
§ Monetary fines that could exceed the profit gained or the loss avoided (regardless of whether the person benefited)

 

In addition, any violation of this policy statement will result in serious sanctions by WEDGE, which could include dismissal of the persons involved. Please see WEDGE’s Disciplinary Policy.

 
 

 

4. Identifying Insider Information

The following questions are listed to aid Associates in avoiding Insider trading, and to aid WEDGE in preventing, detecting, and imposing sanctions against Insider trading.

 

If you think you may have Insider information about a company, ask yourself the following questions before recommending the security for WEDGE clients, requesting approval for a personal trade, or communicating the information to others.

§   Is the information Material?

§ Would an investor consider the information important in making his or her investment decisions?
§ Would the information substantially affect the market price of the securities if known by investors?
§ Is the information Nonpublic?
§ Who has this information?
§ Does the marketplace have the information (filed with the SEC, published in The Wall Street Journal , on the internet, Bloomberg, or other publications of general circulation)?

 

Immediately notify the chief compliance officer (CCO) or a member of the Management Committee if you believe that the information you have is Material and Nonpublic or if you have doubt as to whether the information is Material and Nonpublic. Do not share the information with other persons either within or outside WEDGE. Instructions to either prohibit or allow trading and communications will be provided after a review is conducted by the CCO and/or Management Committee.

 

5.      Prevention of Insider Trading

WEDGE will discuss the current Insider Trading policy at the annual Compliance Meeting, for which attendance, or review and signed acknowledgement of the presentation, is required.

 

When WEDGE determines an Associate has Material Non-public Information, a compliance Associate will block the security from trading in the order management system (Checkfree’s APL.) The Associate with the information will be reminded that he/she may not trade for him/herself on the information and may not communicate the information to others. Compliance will add the security to the Restricted Securities List (see appendix 1) and will refer to this list when approving/disapproving personal security trading requests.

 

On occasion, WEDGE may receive information from an issuer or their agent subsequent to signing a confidentiality or restricted trading agreement. The decision to enter into such an agreement will be made by a group consisting of the covering analyst, the lead product analyst, and the Management Committee.

 

6.      Detection of Insider Trading

The Personal Security Trading Policy will help detect instances of Insider trading by requiring Associates to disclose all accounts in which they have a beneficial interest or investment control, obtain pre-approval of certain trades, and provide duplicate confirmations and account statements for those accounts. For more information, please see the Personal Security Trading Policy. The Material Employee Relationships Affirmation and the on-going review of e-mails will assist compliance in detecting Insider trading.

 
 

 

7. Reports to Management Committee

A written report to the Management Committee providing full details and recommendations for further action will be prepared for any violations of this policy.

 

 
 

Appendix 1

 

 

WEDGE Capital Management L.L.P.
         
         
Restricted Securities List / Confidentiality  Agreements
         
         
Security Ticker Restriction Begin Date Restriction Lifted Date Reason for Inclusion on Restricted List
ABC Corp ABC 5/30/2008 6/5/2008 Signed a confidentiality agreement on 5/30/08 for a call to take place on 6/1/08.  As of the call date WEDGE has Material Nonpublic Information.  A press release is expected on 6/3/08.
         
         
         
         
         
         
         
         
         
         
                 

 

 

WEDGE Capital Management L.L.P.

Personal Security Trading Policy

Effective October 1, 2002

(Revised February 2017)

 

I.               Introduction

This Policy is part of WEDGE’s Code of Ethics and is designed to uphold our fiduciary duty to our clients. In conducting business and carrying out the provisions of the Policy, WEDGE associates shall:

 

A.      Place the interests of our clients first at all times

B.       Conduct personal securities transactions in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility

C.      Not take inappropriate advantage of their positions

D.      Maintain confidentiality of information concerning WEDGE trading activity, except when disclosure is required on a professional basis

E.       Comply with all applicable federal securities laws

 

II.              General Provisions

A.      Associates are required to acknowledge receipt of the Code of Ethics, and all amendments thereof, in writing.

B.       Associates are required to report any violations of the Code of Ethics promptly to the compliance department.

C.      Associates are discouraged from short-term trading (generally defined as holding a security for less than 30 calendar days).

D.      No associate or his/her spouse is permitted to be a director of a public company without prior Management Committee approval.

 

Doubtful situations should be resolved in favor of WEDGE’s clients. Technical compliance with the Policy’s procedures will not automatically insulate transactions from scrutiny if there is an indication of abuse of fiduciary responsibility.

 

III.             Definitions

A.      Access Persons – All supervised persons (i.) who have access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund, or (ii.) who are involved in making securities recommendations to clients or have access to such recommendations that are nonpublic.

 

B.       Beneficial Interest – The opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit or share in any profit derived from a transaction in the subject securities.

 

An associate is presumed to have a Beneficial Interest in the following:

1.    Securities owned individually or jointly

2.    Securities owned by Immediate Family members who reside in the associate’s household

3.    Securities in which Immediate Family members, who reside in the associate’s household, exercise Investment Control

 

C.      Schwab Compliance Technologies (SCT) – SCT is the automated compliance system used by WEDGE to collect, report and monitor associate’s trades, gifts, entertainment and political contributions, and track affirmations and disclosures.

 

D.      Direct Obligations of the Government of the United States – Securities backed by the full faith and credit of the Unites States government. These include direct obligations of the federal government (e.g. Treasuries) and securities issued by agencies of the U.S. government which are guaranteed by the full faith and credit of the U.S. government (e.g. GNMA’s).

 

 
 

E.       High Quality Short-Term Debt – Any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality.

 

F.        Immediate Family – Immediate Family includes: spouse, children, stepchildren, grandchildren, parent, stepparent, grandparent, sibling, and in-laws. Immediate Family also includes adoptive relationships and other relationships (whether or not recognized by law) that the compliance department determines could lead to possible conflicts of interest or appearances of impropriety such as a fiancée.

 

G.      Investment Control – An associate is deemed to have Investment Control in all accounts in which he or she has authority to place a trade or is an investment decision-maker.

 

H.       Reportable Account * – Any account that holds or is capable of holding any securities (not just reportable securities) in which an associate has Investment Control or Beneficial Interest. WEDGE health savings accounts are excluded from this definition and do not require disclosure.

 

I.         Reportable Fund - Any fund for which WEDGE serves as an investment adviser as defined in Section 2(a)(2) of the Investment Company Act of 1940 or any fund whose investment adviser or principal underwriter controls WEDGE, is controlled by WEDGE, or is under common control with WEDGE.

 

J.        Reportable Security * – Any security in which an associate has Investment Control or Beneficial Interest except a security specifically exempted by Rule 204A-1 of the Act.

 

Exempted securities include:

1.    Direct obligations of the government of the United States

2.    Money market instruments, including bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements

3.    Shares issued by money market funds

4.    Securities effected pursuant to an automatic investment plan, unless the transaction overrides the set schedule or allocations of the plan

5.    Shares issued by open-end funds other than Reportable Funds

6.    Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.

 

K.       Security – The term “security” includes any stock, bond, investment contract or limited partnership interest, any option on a security, index, or currency, any warrant or right to subscribe to or otherwise acquire any security, and any other instrument as defined by Section 202(a)(18) of the Investment Advisers Act (the “Act”).

 

*Any uncertainty regarding a Reportable Account or Reportable Security should be brought to the attention of the compliance department.

 

IV.            Individuals Covered by the Policy

All WEDGE associates are considered Access Persons and are required to abide by the Policy.

 

V.             Reporting Requirements

A.      Initial Holdings Disclosure

All new associates must complete the Annual Holdings Disclosure and Brokerage Account Disclosure in SCT to report all Reportable Accounts and reportable securities held as of the associate’s start date or as of a date no more than 45 calendar days prior to joining WEDGE. These disclosures must be submitted to the compliance department within 10 calendar days of the associate’s start date.

 
 

 

B.       Annual Holdings Disclosure

By January 30 th of each year, all associates must complete the Annual Holdings Disclosure and Brokerage Account Disclosure in SCT to report all Reportable Accounts and reportable securities held as of December 31 of the prior year.

 

C.      Duplicate Confirmations and Statements

To comply with the reporting requirements of the Act and facilitate the review process, associates must arrange for an electronic feed of their investment account to SCT to be set-up (for applicable brokers only), or for the direct mailing of all Reportable Account statements, and trade confirmations thereof, to the following address:

 

WEDGE Capital Management L.L.P.

Compliance - FBO (insert name)

301 S. College Street, Suite 3800

Charlotte, NC 28202-6002

 

A form letter, which can be used for the purpose of requesting duplicates, is located in the WEDGE Policies Manual. Please see a member of the compliance group for further information on setting up an electronic feed.

 

In the event confirmations and statements cannot be sent directly to WEDGE or received electronically, all confirmations and statements for Reportable Accounts must be up-loaded to SCT no later than 30 days following the end of each quarter. An exception to this may be for WEDGE sponsored retirement accounts through Allerus Financial in which the associate can only hold fund options selected by the WEDGE 401(k) trustees. Fund options selected by the trustees may only be Non-Reportable Funds and may not conflict with client trades. However, these securities must still be reported annually as part of the Annual Holdings Disclosure.

 

D.      New or Closed Accounts

Associates must disclose to the compliance department when a Reportable Account has been opened or closed within 30 days of the end of the quarter in which the account was opened or closed. The Brokerage Account Disclosure, which is part of the Quarterly Affirmation in SCT, should be used for this purpose.

 

E.       Quarterly Affirmation

On a quarterly basis, all associates must complete the Quarterly Affirmation in SCT in which they provide certain attestations relating to the Code of Ethics, including trading activity and account changes during the quarter. Responses are due no later than the 30 th day of the month following the end of each calendar quarter.

 

VI.            Pre-clearance of Personal Securities Transactions

A.      Securities Requiring Pre-clearance

Associates are required to receive authorization from the compliance department before trading common stocks, options on common stocks, securities convertible to common stocks, taxable bonds, and private placements in accounts in which the associate has sole or shared Investment Control. Mutual funds and exchange traded funds are common examples of securities excluded from this requirement.

 

B.       Pre-clearance Exemptions

The following types of security transactions are exempt from pre-clearance:

1.      Securities obtained through an automatic dividend reinvestment plan

2.      Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class

3.      Securities obtained through a merger, spin-off, split or corporate action

4.      Transactions in securities not listed in section VI. A.

 
 

C.      Pre-clearance Process

1.      The associate wishing to place a trade in a Reportable Account should first determine if the trade requires pre-clearance by reviewing section VI.A. If required, the associate must complete a pre-clearance request in SCT. A member of the compliance department will approve or deny the request. In no event will anyone be allowed to approve/deny his or her own request. If the trade is approved, it should be executed on the proposed trade date as designated on the request.

 

2.      If the trade is not approved, the compliance member will deny the request and send the associate an explanation. If the associate disagrees with the denial, he or she may complete a new request and must obtain approval from two members of the compliance department. The original denied request should be presented with the new request.

 

3.      An analyst’s absence from the office will not preclude a personal trade from being approved. However, the analyst’s absence should be noted on the request form by the approver.

 

VII.           Blackout Periods

 

Note: These restrictions do not apply to rebalance transactions in which fewer than half of WEDGE’s designated accounts are involved.

 

A.      Trades Subject to Same-Day Blackout Period

Associates are not allowed to trade a personal security on the same day that WEDGE trades the same security for its clients.

 

B.       Trades Subject to Five-Day Blackout Period

1.      Associates are not allowed to buy a security that WEDGE anticipates buying for its clients within the next five business days.

 

2.      Associates are not allowed to buy a security that WEDGE has sold for its clients within the last five business days.

 

3.      Associates are not allowed to sell a security that WEDGE anticipates selling for its clients within the next five business days.

 

4.      Associates are not allowed to sell a security that WEDGE has bought for its clients within the last five business days.

 

C.      Trades Subject to Indefinite Blackout Period

Associates are not allowed to trade stocks on the Restricted Stock List as referenced in the Insider Trading Policy.

 

D.      Blackout Exceptions

1.      Quantitative Portfolio Stocks

Stocks, and related convertibles and options, held in WEDGE clients’ Enhanced Core, Small-Mid Cap Value QVM, and Large Cap Value QVM accounts may be bought or sold on any day except the day the applicable model is rebalanced, or trades are pending execution as a result of a model rebalance, and that rebalance involves more than half of WEDGE’s designated accounts.

 
 

 

 

 

2.      Initial Public Offerings

Purchases of any shares in an IPO are prohibited if the security is equity or a security convertible into equity.

 

3.      New Associates

A new associate may sell a personal security that is also held in client accounts if requested within 10 days of hire. A request must be completed and accompanied by a letter explaining the reason for the sale. The request must be approved by the CCO prior to commencing the trade.

 

4.      Gifts of Securities

An associate may gift a security that is held in WEDGE clients’ accounts to a nonprofit organization (charitable, educational, religious, etc.), provided that the associate making the gift retains no beneficial interest. Approval will be granted only if there are no pending trade orders or orders anticipated in the next five business days for the security. The organization to which the gift is being made should be clearly identified on the request. A confirmation is not required to be matched with the request.

 

VIII.          Options

 

A.      A request must be approved prior to the purchase of an option on common stock and prior to the option being exercised, liquidated or rolled into a new strike price or expiration date. A request does not need to be completed when an option position expires unexercised.

 

B.       Under no circumstances may an employee or partner initiate an option transaction on a stock held in WEDGE Large, Mid, Small, International or Micro Cap portfolios.

 

C.      If an analyst has an option position on a stock he or she is planning to recommend, the option position must be liquidated prior to the first purchase of the related stock for WEDGE clients.

 

D.      If an associate, other than the analyst recommending a stock purchase for WEDGE clients, has an option position on a stock recommended for purchase for WEDGE clients, the associate is frozen in that option position until five business days after the stock purchase is complete. After the blackout period, the option position may be liquidated, exercised or allowed to expire, but may not be rolled to a new strike price or date. If the option expiration date occurs during the blackout period, the associate may, on the last trading day before the expiration date, either exercise the option, let the option expire, or roll the option position to the next expiration date (at the same strike price, if available, or the closest strike price then available).

 

IX.            Securities Convertible to Common Stock

Securities convertible to common stock will be treated the same as common stock for the purposes of this Policy.

 

X.             Asset Classes

Personal trades in an asset class (e.g. fixed income, common stock) will be evaluated within that asset class and without regard to client positions held in other asset classes of the same issuer.

 

XI.            Review Procedures

 

A.      Personal Trade Confirmation Review

A compliance associate will review pre-clearance requests in SCT to ensure they are properly matched to a trade confirmation. A compliance associate will also review and initial all hard copy trade confirmations that are not automatically received in SCT.

 
 

 

B.       Quarterly Affirmation and Annual Holdings Review

The compliance department will distribute, collect, and review quarterly affirmations and Annual Holdings Disclosures. Any Policy violations noted during these reviews will be reported to the Management Committee.

 

C.      Violations

Any technical violations with an inconsequential impact on WEDGE clients will be discussed with the individual at fault with the goal of achieving strict adherence to the Policy. Any matters of a more severe nature must be brought before the CCO, and potentially the Management Committee, as soon as practical, after which sanctions will be issued based upon the severity of the violation. Freezing of personal trading, disgorgement of profits or termination of employment may be a recommended punishment if the violation is severe, or there is flagrant misuse of personal trades.

 

D. Internal Audit and Supervision

The Policy will be reviewed by the compliance department annually to determine if any revisions are necessary. Periodic reviews will be conducted to test Policy compliance and all findings and any actions taken will be reported to the Management Committee.

 

 

 

WEDGE Capital Management L.L.P.

Privacy Policy

Effective: June 1, 2001

Revised: January 2015

 

1.      Purpose

Regulation S-P, adopted by the Securities and Exchange Commission and promulgated under section 504 of the Gramm-Leach-Bliley Act, requires all Financial Institutions to provide Consumers with a notice of their privacy policies and practices and to not disclose Nonpublic Personal Information unless certain circumstances are met. This policy is designed to address Regulation S-P as well as the privacy of WEDGE’s Institutional Clients, proprietary information, and Associates. This policy is also a part of WEDGE’s Code of Ethics.

 

2.      Definitions

  A. Associate - Any partner or employee of WEDGE.

 

  B. Consumer - A WEDGE client who is a natural person (and his or her legal representative) who obtains financial products or services that are to be used primarily for personal, family, or household purposes from a Financial Institution. (Regulation S-P applies to Consumers.)

 

  C. Financial Institution - Any institution that engages in activities that are financial in nature. Entities include banks, broker-dealers, investment companies, and SEC registered investment advisers.

 

  D. Institutional Client - A WEDGE client that is a company, public fund, pension fund, trust, partnership, or any other type of client that is not a natural person (even if the entity is set up for the benefit a natural person).

 

Note: While Institutional Clients are not covered in Regulation S-P, WEDGE applies the same level of confidentiality as provided for Consumers; however, privacy notices are not provided nor required. WEDGE may use the Institutional Client’s name in WEDGE’s Representative Client List unless specifically prohibited by the client.

 

  E. Nonpublic Personal Information (“NPI”) - Personally Identifiable Financial Information and any list, description or other grouping of Consumers, Institutional Clients, or Prospects (and publicly available information about them) that is derived using any Personally Identifiable Financial Information.

 

  F. Personally Identifiable Financial Information (“PIFI”) – Any information about a Consumer, Institutional Client, or Prospect that:
  · is provided to a Financial Institution in order to obtain a financial product or service (e.g. information provided to enter into an investment advisory agreement),
  · is a result of a transaction between the parties (e.g. account balances, securities positions, or payment history), OR
  · a Financial Institution otherwise obtains in connection with providing financial products or services.

This may include information that may not generally be considered financial such as name, address, social security number, telephone number and email address.

 

  G. Prospect - Any potential client (either Institutional or Consumer) seeking to obtain financial products or services from a Financial Institution.

 

 
 

Note: Regulation S-P only applies to natural persons (defined above as Consumers). Trusts, partnerships, corporations, foundations, and employee benefit plans are exempt as these entities are not natural persons, even though they benefit a natural person.

 

3.      Notices

  A. Initial Privacy Notice

WEDGE provides Consumers with a clear and conspicuous notice that reflects the privacy policies at or before account inception (defined as the funding of the account) and on an annual basis thereafter. Notices are not required for Prospects who fail to engage WEDGE as an investment adviser.

 

WEDGE may deliver the initial privacy notice within a reasonable time after account inception if the provision of the notice would substantially delay the Consumer’s transaction and the Consumer agrees to receive the notice at a later time.

 

  B. Annual Privacy Notice

WEDGE provides a clear and conspicuous notice to Consumers that accurately reflects WEDGE’s privacy policies and practices not less than annually during the continuation of the relationship. Annually means at least once in any period of 12 consecutive months during which the relationship exists. WEDGE will provide the annual notice within 45 days of each calendar year end.

 

  C. Information Required in the Privacy Notice

WEDGE’s privacy notices shall include each of the following (as applicable):

  · The categories of personal information collected
  · The categories of personal information disclosed
  · The categories of affiliated and nonaffiliated third parties to whom personal information may be disclosed
  · Policies with respect to disclosure of information relating to former clients
  · The categories of personal information disclosed to service providers and parties engaged in direct marketing
  · An explanation of the Consumer’s right to opt out of the disclosure of personal information to nonaffiliated third parties
  · Certain disclosures made under the Fair Credit Reporting Act
  · Policies with respect to protecting the confidentiality and security of personal information

 

Note: WEDGE is not obligated to provide more than one notice to joint accountholders. A single notice provided initially and annually thereafter will suffice. Please see Attachment I for WEDGE’s privacy notice provided at account inception and annually thereafter.

 

4.      Delivery of Notices

WEDGE provides all notices required by Regulation S-P such that each Consumer can reasonably be expected to receive the actual notice in writing or, if agreed to, electronically. Reasonable delivery consists of the following:

  · Hand deliver a printed copy of the notice
  · Via electronic mail
  · Mail a printed copy of the notice to the last known address

 

5.      Third Party Agreements

In order for WEDGE to provide investment management services to Consumers and Institutional Clients, in limited instances NPI will be disclosed to vendors and independent contractors that perform services for WEDGE. This is disclosed in WEDGE’s privacy notice.

 

 
 

All existing and future contracts with third parties, with whom NPI will be shared, must include adequate privacy language. This language should state that the service provider may become privy to NPI of WEDGE Consumers and Institutional Clients, WEDGE Associates, and/or proprietary WEDGE information, and that all information is to be treated as confidential and not disclosed to third parties, except as required by law or to carry out the purposes for which it was disclosed. Compliance will review the adequacy of the privacy language in all new third party agreements as necessary. Compliance will also obtain and review the third party’s cyber security policy should they have one in place. A separate Third Party Privacy Agreement (Attachment II) must be signed by all independent contractors as well as any third parties that have an agreement which does not contain adequate privacy language.

 

6.      Proprietary Information

While employed at WEDGE, Associates will become privy to proprietary WEDGE information (e.g. organizational, models, trade transaction data, etc.) Associates may not share any information which could reasonably be deemed to be proprietary WEDGE information.

 

7.      Discussions with Media

Discussions with media are discouraged and should be limited to comments regarding broad economic issues or sectors. Discussions involving specific securities are prohibited unless specifically approved by the Management Committee.

 

8.      Associate Privacy

WEDGE collects personal information from Associates including, but not limited to, social security numbers, personal phone numbers, address history, and investment account information. The personal information of current and former Associates of WEDGE is treated as confidential and, when necessary, disposed of properly.

 

9.      Internal Control Procedures

The following safeguards have been implemented to protect the NPI of all Prospects, Consumers, Institutional Clients, and former clients (both Consumer and Institutional), as well as WEDGE Associates and WEDGE proprietary information.

 

  A. Associates
  · New Associates must review WEDGE’s Privacy and Cybersecurity Policies and sign an acknowledgement of their review, understanding, and duty to adhere to the policy.
  · All current Associates are required to sign an annual acknowledgement that they have read, abided by, and will continue to abide by all WEDGE policies, including the Code of Ethics.
  · Associates may not provide Consumer or Institutional Client data via telephone, email, or any other written or oral means, unless they have identified the third party as a WEDGE client, a fiduciary representative of the client, or a party requiring the information to complete a transaction for a client such as a broker-dealer or a custodian.

 

  B. Physical Safeguards
  · All Consumer and Institutional Client files must be returned to the file cabinets at the end of each working day. These files will not be left in offices or on top of file cabinets overnight.
  · Main entrance doors are locked except during business hours. Side doors are only accessible with a key. After-hours access is maintained by an ID card or key entry.
  · WEDGE is located in a secure building, with 24 hour security, that requires an ID badge or visitor pass in order to access the elevators.
  · Visitors to WEDGE are accompanied by a WEDGE Associate at all times and are not given unsupervised access to Consumer or Institutional Client records and information.
 
 
  · Documents that are not required to be maintained, consistent with WEDGE’s Record Retention Policy, are shredded by a third party shredding company. Documents that are permitted to be kept off-site are stored at a secure third party facility.

 

  C. Electronic Safeguards

See the WEDGE Cybersecurity Policy

 

  D. Miscellaneous Safeguards
  · Third party contracts must be reviewed by compliance for adequate privacy language.
  · All physical, electronic, and other safeguards applied to existing Consumer and Institutional Client information will be equally applied to the information of past clients as well as WEDGE Associates.
  · WEDGE’s Privacy Policy is reviewed annually to assess the adequacy of the policy, determine compliance with Regulation S-P, and identify any new potential hazards or threats.
  · WEDGE does not collect or disburse any personal information through the firm’s website. An exception may be an Associate information site, which is password protected.
  · The provisions of this policy are discussed in an annual compliance meeting, for which attendance, or review and assigned acknowledgement of the presentation, is required.
  · The compliance department is responsible for the maintenance and review of WEDGE’s Privacy Policy and will report any violations, shortfalls, and recommended amendments to the Management Committee.
 
 

Attachment I

[FIRM LETTERHEAD]

 

CLIENT PRIVACY STATEMENT

 

Privacy Commitment:

The relationship between WEDGE Capital Management L.L.P. and our clients is the most important asset of our firm. We strive to maintain your trust and confidence, an essential element of which is our commitment to protect your personal information to the best of our ability. We will not disclose your personal information to anyone unless it is a) required by law; b) at your direction; or c) necessary to provide you with our services. We have not sold and will not sell your personal information to anyone. This notice explains our collection, use and safeguarding of your information

 

How WEDGE Gathers Information:

WEDGE Capital Management L.L.P. collects and maintains your personal information in order to provide investment management services to you. The types and categories of information we collect and maintain about you include:

  · Information we receive from you to open an account or provide investment advice to you (such as your home address, telephone number, social security number and financial information)
  · Information that we generate to service your account (such as trade tickets and account statements)
  · Information that we may receive from third parties with respect to your account (such as trade confirmations from brokerage firms and account statements from your custodian)
  · Information from public sources

 

Sharing Information with Nonaffiliated Third Parties:

In order for us to provide investment management services to you, we must disclose your personal information in very limited instances, which include:

  · Disclosures to companies – subject to strict confidentiality agreements – that perform services on our behalf
  · Disclosures to companies as necessary to service your account (such as providing account information to brokers and custodians)
  · Disclosures required by law
  · If you authorize disclosure of the information
  · Disclosures to help us prevent fraud

 

How We Protect Your Personal Information:

To fulfill our privacy commitment at WEDGE Capital Management L.L.P., we have instituted firm-wide practices to safeguard the information that we maintain about you.

  · We have adopted policies and procedures that set forth physical, electronic, and other safeguards to protect your personal information.
  · We educate and train our employees to be knowledgeable about our privacy practices.
  · We require all third parties that perform services for us to agree in writing to keep your information strictly confidential.
  · We protect information about our former clients to the same extent as our current clients.

 

Opt Out Provision:

If at any time in the future, it is necessary to disclose any client nonpublic personal information in a way that is inconsistent with this policy, we will give our clients advance notice of the proposed disclosure so that they will have the opportunity to opt out of such disclosure.

 

Other Information:

We reserve the right to change this Privacy Notice. The examples contained within this Notice are illustrations and they are not intended to be exclusive. If you have any questions about our Privacy Policy, please contact WEDGE Capital Management’s Chief Compliance Officer at 704-334-6475.

 

 

 

 

 
 

 

 

Attachment II

 

WEDGE Capital Management L.L.P.

Third Party Privacy Agreement

 

 

 

While performing the services for which I (we) have been contracted, I (we) acknowledge and understand that I (we) may become privy to the nonpublic personal information of WEDGE Capital Management’s clients, partners and employees, and/or proprietary information of WEDGE Capital Management. By signing below, I (we) agree to treat all information as confidential, I (we) will not disclose this information to third parties except as required by law or to carry out the purposes for which it was disclosed to me (us).

 

 

Service Provider _____________________________________

Name ______________________________________________

Title _________________________________________________

Signature ___________________________________________

Date __________________

 

 

WEDGE Capital Management L.L.P.

Code of Ethics: Political Contributions

Effective: March 14, 2011

Revised: March 2016

 

I.               Overview

This Policy is part of WEDGE’s Code of Ethics and is designed to regulate Political Contributions in accordance with Rule 206(4)-5 (the “Pay to Play Rule”) under the Investment Advisers Act of 1940 (the “Act”) as well as the Foreign Corrupt Practices Act of 1977 (the “FCPA”).

 

Associates of WEDGE should not attempt to influence a government official’s decision to award WEDGE an advisory contract by contributing to a U.S. Covered Official, Political Action Committee (PAC), political party, or Foreign Official.

 

II.              Individuals Covered by the Policy

All WEDGE Associates are required to comply with the pre-clearance and reporting portions of this Policy; however, only Covered Associates, as defined below, are required to comply with the Pay to Play Rule.

 

III.             Definitions

a)     Associate – Any partner or employee of WEDGE.

 

b)     Covered Associate – Any WEDGE general partner; all Management Committee members; any vice president in charge of a principal function; any Associate who performs a Policy making function; any Associate who Solicits business for WEDGE and any person who supervises, directly or indirectly, such Associate; any Political Action Committee controlled by WEDGE or by any of WEDGE’s Covered Associates.

 

c)     Covered Investment Pool – Any investment company registered under the Investment Company Act of 1940 that is an investment option of a plan or program of a government entity.

 

d)     Covered Official – An incumbent, candidate or successful candidate for elective office of a U.S Government Entity if the office is directly or indirectly responsible for, or can influence the outcome of the hiring of an investment adviser or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser.

 

e)     De Minimis – Any aggregate Political Contributions of up to $350, per election, to an elected Covered Official or candidate for whom the individual is Entitled to Vote, and up to $150, per election, to an elected Covered Official or candidate for whom the individual is not Entitled to Vote. De Minimis exceptions are available for Political Contributions by individual Associates only, not WEDGE.

 

f)      Entitled to Vote – An Associate is considered Entitled to Vote for an official if the Associate’s principal residence is in the locality in which the official seeks election.

 

g)     Foreign Official – Any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or any person acting in an official capacity for or on behalf of any such government, agency, or instrumentality.

 

 
 

h)     Government Entity – Any U.S. state and local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds, including participant directed plans such as 403(b), 457 and 529 plans.

 

i)       Political Action Committee (PAC) – Includes (but not necessarily limited to) those political committees generally referred to as PACs, such as separate segregated funds or non-connected committees within the meaning of the Federal Election Campaign Act, or any state or local law equivalent.

 

j)       Political Contribution – Gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election for a federal, state, local, or foreign office, including any payments for debts incurred in such an election. It also includes transition or inaugural expenses incurred by a successful candidate for state, local, or foreign office. A charitable donation made to an organization that qualifies for an exemption from federal taxation under the Internal Revenue Code, or its equivalent in a foreign jurisdiction, even at the request of an official of a Government Entity, would not be considered a Political Contribution for purposes of this Policy. A Political Contribution would also not include volunteering or donation of time, provided WEDGE has not solicited the individual’s efforts and WEDGE’s resources, such as office space and telephones, are not used.

 

k)     Regulated Persons – Appropriately registered investment advisers, broker-dealers, and municipal advisors, provided that they are subject to restrictions at least as stringent as the Pay to Play Rule.

 

l)       Solicit – To communicate, directly or indirectly, for the purpose of obtaining or retaining a client for, or referring a client to, an investment adviser.

 

IV.            Pay to Play Rule

 

According to the Pay to Play Rule, it is unlawful for WEDGE or any of its Covered Associates to:

 

  · Receive compensation for providing advisory services to a Government Entity for a two year period after WEDGE makes a Political Contribution or any of its Covered Associates make a Political Contribution exceeding the De Minimis amounts (De Minimis amounts apply to individuals only, not WEDGE) to a public official of a Government Entity or a candidate for such office who is or will be in a position to influence the award of advisory business.
  · Pay third parties to Solicit Government Entities for advisory business unless such third parties are Regulated Persons.
  · Solicit or coordinate (i) contributions to a Covered Official of a Government Entity to which WEDGE is seeking to provide advisory services; or (ii) payments to a political party of a state or locality where WEDGE is providing or seeking to provide advisory services to a Government Entity.
  · Do anything indirectly, through a spouse, family member, or other, which if done directly, would result in a violation of the Pay to Play Rule.

 

The Pay to Play Rule also contains a look back provision for Political Contributions made by a person prior to becoming a Covered Associate. The provision looks back two years if the Covered Associate Solicits business for WEDGE and six months if the Covered Associate does not Solicit business for WEDGE.

 
 

The Pay to Play Rule does not pre-empt any state or local laws. In the event state or local laws are stricter than the Pay to Play Rule, they should be followed.

 

V.             Pre-clearance and Reporting

WEDGE prohibits all Political Contributions made with the intent to obtain or retain advisory business with Government Entities and other similar institutions, domestic or foreign. Associates are not allowed to do indirectly what is prohibited directly in this Policy. (I.e. Associates should not ask a third party to contribute to one of these entities on his or her behalf in order to influence the decision of a Covered Official or Foreign Official.)

 

Gifts and entertainment provided to Foreign Officials are separately addressed in the firm’s Gifts and Entertainment Policy and may be subject to other requirements, pursuant to the FCPA. Please reference that Policy or consult with the compliance department for further guidelines and restrictions when dealing with Foreign Officials.

 

a)     Pre-clearance of Political Contributions – All Political Contributions made by any WEDGE Associate to an incumbent, candidate or successful candidate for elective office of a U.S. Government Entity, PAC, political party, or Foreign Official must receive pre-clearance from the compliance department using the Political Contribution Pre-clearance Affirmation in Schwab Compliance Technologies (SCT).

 

b)     Restrictions on Political Contributions – Political Contributions greater than $350 to a Covered Official for whom the Associate is Entitled to Vote, or Political Contributions greater than $150 to a Covered Official for whom the Associate is not Entitled to Vote per election are not allowed. Associates may contribute to a PAC or a political party in excess of the De Minimis amounts; however, for Political Contributions in excess of these limits, the burden of proof resides with the Associate to provide written certification from the organization that no more than the De Minimis amounts will go to a specific Covered Official. (Note: More restrictive state and local regulations may apply and will be considered as part of the pre-clearance process.)

 

c)     Quarterly Affirmation - All Associates must confirm in their quarterly affirmation that all Political Contributions have been reported and pre-cleared and that the Associate did not do indirectly what is prohibited directly by the Policy. Associates will also be required to disclose whether they solicited or coordinated contributions to a Covered Official or payments to a political party during that quarter.

 

d)     New Associates - Upon commencement of employment, WEDGE must receive a list of all Political Contributions made by a new Associate dating back two years from their hire date. The new Associate must attest that they have provided a complete list of all Political Contributions made during the applicable period. WEDGE will also ask potential new associates about past political contributions at the time a formal offer is made.

 

VI.            Recordkeeping Requirements

In order to satisfy the recordkeeping requirements of the Pay to Play Rule, the following logs will be maintained:

 

a)     A log of all direct or indirect Political Contributions made by WEDGE or by any WEDGE Associates to an official of a Government Entity, or payments to a political party of a state or political subdivision thereof, or to a Political Action Committee for six years in accordance with the Record Retention Policy.

 
 

 

b)     A list of the names and business addresses of all Regulated Persons to whom WEDGE provides or agrees to provide payment, directly or indirectly, to Solicit a Government Entity on its behalf, but not prior to June 13, 2012 . WEDGE will not Solicit business from non-Regulated Persons.

 

c)     A list of all Covered Associates, including names, titles, and business and residence addresses.

 

d)     A log of all Government Entities to which WEDGE provides or has provided investment advisory services, in the past five years, but not prior to March 14, 2011 .

 

e)     WEDGE will request a log, and periodic updates, from each sub-advised Covered Investment Pool of all Government Entities which are or were investors in the Covered Investment Pool to which WEDGE provides or has provided sub-advisory services, in the past five years, but not prior to September 13, 2011 .

 

VII.           Violations

All Policy violations must be submitted to the chief compliance officer (CCO) immediately upon discovery. Any technical violations with an inconsequential impact on WEDGE will be explained to the individual at fault with the goal of achieving strict adherence to this Policy. Any matters of a more severe nature must be brought before the Management Committee, as soon as practical, after which sanctions will be issued based upon the severity of the violation. Note that termination of employment may be a recommended punishment if the violation is severe, or there is flagrant disregard for the Policy.

 

The Pay to Play Rule provides an exception that gives WEDGE the ability to cure an inadvertent Political Contribution to a Covered Official for which the Covered Associate was not Entitled to Vote. The exception is available for Political Contributions that in the aggregate do not exceed $350 to any one Covered Official, per election. The triggering Political Contribution must be discovered within four months of the date of the Political Contribution and returned within sixty days of the discovery. This exception may only be used by WEDGE twice per twelve month period and once per Covered Associate, regardless of timeframe.

 

VIII.          Supervision & Review

Quarterly, all Associates will affirm that any Political Contributions made were properly pre-cleared and reported and that the Associate did not do indirectly what is prohibited directly by this Policy. Associates will also affirm that they have not solicited or coordinated contributions to a Covered Official or payments to a political party during the quarter. On an annual basis, all Associates will sign an affirmation that they have abided by the WEDGE Code of Ethics. Periodically, a member of compliance will review the Political Contributions Approval Requests for compliance with the Policy and to identify and analyze patterned behaviors. The compliance department will also inspect Political Contribution websites to determine if it appears Associates have properly reported their Political Contributions. Results of each review will be communicated to the Management Committee.

 

 

 

WEDGE Capital Management L.L.P.

Code of Ethics: Gifts and Entertainment

Effective Date: December 12, 2011

Revised: March 2016

 

I.               Overview

This Policy is part of WEDGE’s Code of Ethics and is designed to define acceptable Gifts and Entertainment. This Policy also describes the anti-bribery provisions set forth by the Foreign Corrupt Practices Act of 1977 (the “FCPA”). Associates of WEDGE shall not receive or provide any Gift, Entertainment, special accommodation or other item or service that is excessive in value or frequency, or that would violate the FCPA, from or to any person or entity for purposes of influencing a business decision.

 

II.              Covered Associates

The policies and procedures presented herein apply to all WEDGE Associates.

 

III.             Definitions

a)     Associate – Any partner or employee of WEDGE.

 

b)     Business Associate – All current and prospective clients and their representatives (e.g. consultants), service providers (e.g. research firms, brokers, etc.), company representatives and other entities or persons with whom a business relationship exists or could exist.

 

c)     Cash – Any cash or cash equivalents, including items which are readily convertible to cash such as gift cards, pre-loaded VISA cards, securities, etc.

 

d)     Entertainment - Any meal, social event, sporting event, or other occasion in which a representative of the entity providing the Entertainment is present. If a representative of the entity providing the Entertainment is not present, the item will be considered a Gift.

 

Entertainment should be valued at the higher of cost or market value inclusive of transportation, lodging, and other associated costs. Entertainment provided to multiple recipients should be calculated on a pro rata per recipient basis. If the exact valuation of the Entertainment cannot be determined, proper judgment shall be applied to determine a value. Entertainment shall not be excessive in value or frequency.

 

e)     Foreign Official – Any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or any person acting in an official capacity for or on behalf of any such government, agency, or instrumentality.

 

f)      Foreign Intermediary – Any person or organization cognizant that a payment, portion of a payment, or anything of value will be offered, given, or promised to a Foreign Official.

 

g)     Gifts – A Gift is considered any good, service, act, enjoyment of property or facilities for personal use, or other item provided or received voluntarily without payment in return. Attending an event (charity, sporting, leisure, etc.) in which the person or representative of the firm providing or sponsoring the event does not attend is considered a Gift.

 

Gifts should be valued at the higher of cost or market value. Gifts provided to multiple recipients should be calculated on a pro rata per recipient basis. If the exact valuation of a Gift cannot be determined, proper judgment shall be used to determine the fair value. Gifts shall not be excessive in value or frequency.

 

 
 

IV.            Cash

Under no circumstances should Cash be provided to or accepted from any Business Associate, Foreign Official, or Intermediary. Associates are also prohibited from reselling Gifts or tickets to Entertainment events.

 

V.             Gifts

 

a)     Pre-Clearance of Gifts - Associates must obtain pre-clearance from the compliance department using the gifts and entertainment request disclosure in Schwab Compliance Technologies (SCT) prior to providing or immediately upon receiving a Gift that meets either of the following criteria:

 

1.      The value of the Gift is greater than or equal to $100, and the Gift is provided to any person or accepted from any person or entity with a business association to WEDGE.

2.      A Gift of any value is given to or received from a Foreign Official or Intermediary with a business association to WEDGE.

 

b)     Aggregation of Gifts - Gifts provided to any person or received from any person or entity with a business association to WEDGE shall not in the aggregate exceed $100 per calendar year without pre-clearance by the compliance department. If a group (as opposed to an individual) receives a gift that is valued in excess of the $100 limit, it can be shared among those persons, provided no single person’s pro rata share of the gift exceeds the $100 limit.

 

c)     Promotional Items – Gifts provided or received with a negligible value (e.g., pens, hats, t-shirts, etc.) do not need to be considered toward the aggregate annual limit. Nonetheless, the giving or receipt of such gifts should not be so frequent as to raise any question of impropriety.

 

VI.            Entertainment

 

a)     Pre-Clearance of Entertainment - Associates must obtain pre-clearance from the compliance department using the gifts and entertainment request disclosure in SCT prior to providing or accepting Entertainment that meets either of the following criteria:

 

1.      The value of the Entertainment is greater than or equal to $500, and the Entertainment is provided to any person or accepted from any person or entity with a business association to WEDGE.

2.      Entertainment of any value is provided to or accepted from a Foreign Official or Intermediary with a business association to WEDGE.

 

b)     Aggregation of Entertainment - Entertainment provided to any person or received from any person or entity with a business association to WEDGE shall in the aggregate not exceed $500 over a calendar year without pre-clearance by the compliance department.

 

VII.           Other Considerations

 

a)     Taft-Hartley Representatives – The Vice President of Operations and Finance shall be responsible for maintaining appropriate records of all Gift and Entertainment expenses for Taft-Hartley clients, which are required by the Department of Labor to be reported annually on Form LM-10.

 
 

b)     FCPA - Pursuant to the anti-bribery provisions of the FCPA, it is unlawful for WEDGE or any of its Associates to pay, offer to pay, promise to pay, or authorize the payment of money or anything of value to a Foreign Official or Intermediary in order to:

 

1.      Influence the Foreign Official in his or her official capacity.

  2. Induce the Foreign Official to act in violation of his or her lawful duty.
  3. Secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.

 

c)     Political Officials/Candidates – Gifts and political contributions provided to public officials or candidates are separately addressed in the firm’s Political Contributions Policy and may be subject to more stringent requirements. Please reference that Policy or consult with the compliance department for further guidelines and restrictions when dealing with public officials and candidates.

 

d)     Spouses and Family Members – Gifts and Entertainment provided to spouses, other family members and friends of WEDGE Associates, and Business Associates, are covered by this policy. The aggregate value of Gifts and/or Entertainment provided to spouses, family members or friends on behalf of an Associate, or Business Associate, shall be considered as though given to or received from the Associate for pre-clearance purposes and the pro rata value per recipient shall not apply.

 

e)     Solicitations – Under no circumstances shall an Associate solicit Gifts or Entertainment from a Business Associate or Foreign Official.

 

f)      Air Travel/Lodging – Associates may not accept air transportation or lodging from a Business Associate or Foreign Official without obtaining prior approval from the chief compliance officer (CCO).

 

VIII.          Violations

All policy violations must be submitted to the CCO immediately upon discovery. Any technical violations with an inconsequential impact on WEDGE clients will be explained to the individual at fault with the goal of achieving strict adherence to this policy. Any matters of a more severe nature must be brought before the Management Committee, as soon as practical, after which sanctions will be issued based upon the severity of the violation. Note that disgorgement of Gifts or termination of employment may be a recommended punishment if the violation is severe, or there is flagrant misuse of Gifts or Entertainment.

 

WEDGE recognizes that in some instances the value of a Gift or Entertainment may not be known at the time it is received. If the value is subsequently determined to exceed the threshold for pre-clearance, the Gift and Entertainment Approval Form must be completed and immediately submitted to the CCO. This will not necessarily be considered a violation but may require remedial action to avoid a material conflict of interest.

 

IX.            Supervision & Review

On an annual basis, all Associates will sign an attestation that they have read and agreed to abide by the WEDGE Code of Ethics. Each quarter, as part of the Quarterly Affirmation, Associates will attest that they have complied with the Policy. Periodically, a member of compliance will review the Gift and Entertainment requests in Schwab Compliance Technologies (SCT) for compliance with the policy and to identify and analyze patterned behaviors. Results of each review will be communicated to the Management Committee.

WEDGE Capital Management L.L.P.

Personnel Handbook – Code of Ethics Portion

Revised: December 2011

 

The following excerpts from the Personnel Handbook are part of WEDGE’s Code of Ethics.

OTHER POLICIES

 

All personnel are expected to be familiar with and comply with all other WEDGE policies. A copy of all policies can be found at S: Policies Manual.

 

CONFIDENTIALITY

 

All personnel will have access to and will become acquainted with trade secrets, confidential information and property relating to WEDGE and its customers. All information obtained in the course of employment is to be used for conducting WEDGE’s business only. Associates are prohibited from discussing or disclosing such trade secrets, confidential information or property, either directly or indirectly, to persons outside WEDGE, either during employment, or at any time thereafter, except as required by the supervisor. As a condition of employment, this same level of confidentiality must be maintained regarding information about coworkers, associate relations matters, clients and WEDGE operations.

 

 

Code of Ethics for Personal Investing

 

 

 

 

 

 

CODE OF ETHICS FOR PERSONAL INVESTING

Fidelity Fund Access Version

2017

 
 

Code of Ethics for Personal Investing

 

The Fund Access Version of the Code of Ethics for Personal Investing contains rules about owning and trading securities for personal benefit. This version applies to officers, directors, and employees of Fidelity companies that are involved in the management and operations of Fidelity’s funds or have access to non-public information about the funds, including investment advisers to the funds, the principal underwriter of the funds, and anyone designated by the Ethics Office. Keep in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may apply to you.

 

Code of Ethics for Personal Investing 4

 

Rules for All Employees Subject to This Code of Ethics 4

 

What’s Required

Acknowledging that you understand the rules

Complying with securities laws

Reporting violations to the Ethics Office

Disclosing securities accounts and holdings in covered securities

Moving covered accounts to Fidelity

Moving holdings in Fidelity funds to Fidelity

Disclosing transactions of covered securities

Disclosing gifts and transfers of ownership of covered securities

Getting approval before engaging in private securities transactions

Getting prior approval to serve as a director

Clearing trades in advance (pre-clearance)

Surrendering 60-day gains (60-Day Rule)

 

What’s Prohibited

Trading restricted securities

Selling short

Participating in an IPO

Participating in an investment club

Investing in a hedge fund

Excessive trading

Buying securities of certain broker-dealers

Trading after a research note

Profiting from knowledge of fund transactions

Influencing a fund to benefit yourself or others

Attempting to defraud a client or fund

Using a derivative to get around a rule

 

 

 

Additional Rules for Traders, Research Analysts, and Portfolio Managers 12

 

All rules listed above, plus the rules in this section

 

What’s Required

Notification of your ownership of covered securities in a research note

Disclosing trading opportunities to the funds before personally trading

 

What’s Prohibited

Trading within seven days of a fund you manage

 

 

 

The Rules for Employee Investing are fairly comprehensive. They cover most of the personal investing situations a Fidelity employee is likely to experience. Yet it’s always possible you will encounter a situation that isn’t fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles:

1. Know the policy.

If you think your situation isn’t covered, check again. It never hurts to take a second look at the rules.

2. Seek guidance.

Asking questions is always appropriate. Talk with your manager or the Ethics Office if you’re not sure about the policy requirements or how they apply to your situation. Additionally, resources are available at MyCompliance to assist you with your questions.

3. Use sound judgment.

Analyze the situation and weigh the options. Think about how your decision would look to an outsider. Understanding and following the Rules for Employee Investing is one of the most important ways we can ensure that our customers’ interests always come first. INFORMATION

 
 

Ethics Office

Phone

(001) 617-563-5566

(001) 800-580-8780

Fax

(001) 617-385-0939

E-mail

ethics.office@fmr.com

Mail zone

WG3D

Web

MyCompliance.fmr.com

Pre-Clearance

Web

Internal

preclear.fmr.com

External

preclear.fi delity.com

Phone

(001) 617-563-6109

(001) 800-771-2707

To call the phone numbers from outside the United States or Canada, dial “001” before the number.

(sidebar) Other policies you should be aware of

There are other policies that you need to be familiar with, including:

• Professional Conduct Policies. Global Policy on Personal Conflicts of Interests and other Fidelity wide policies (available at Policy.fmr.com)

• Equal Employment Opportunity and Policy Prohibiting Discrimination and Harassment (available at Policy.fmr.com)

• Electronic Communications, Social Media & Systems Usage Policy (available at Policy.fmr.com)

• Information Security practices (available at InfoSecurity.fmr.com)

• Anti–Money Laundering Policy & Procedures (available at MyCompliance.fmr.com)

• Corporate Policy on Business Entertainment and Workplace Gifts (available at MyCompliance.fmr.com)

• Global Policy on Outside Activities (available at MyCompliance.fmr.com)

• Global Anti- Corruption Policy and applicable Supplements to the Global Anti-Corruption Policy (available at MyCompliance.fmr.com)

 

WHO IS SUBJECT TO THIS VERSION OF THE CODE OF ETHICS?

 

Code of Ethics for Personal Investing

Fund Access Version

Following the rules — in letter and in spirit

This Fund Access Version of the Code of Ethics contains rules about owning and trading securities for personal benefit. Certain rules, which are noted, apply both to you and to anyone else who is a covered person (see Key Concepts on page14).

 

You have a fiduciary duty to never place your own personal interests ahead of the interests of Fidelity’s clients, including shareholders of the Fidelity funds. This means never taking unfair advantage of your relationship to the funds or Fidelity in attempting to benefit yourself or another party. It also means avoiding any actual or potential conflicts of interest with the funds or Fidelity when managing your personal investments.

 

Because no set of rules can anticipate every possible situation, it is essential that you follow these rules not just in letter, but in spirit as well. Any activity that compromises Fidelity’s integrity, even if it does not expressly violate a rule, has the potential to harm Fidelity’s reputation and may result in scrutiny or further action from the Ethics Office.

 

WHAT’S REQUIRED

Acknowledging that you understand the rules

When you begin working for Fidelity, and again each year, you are required to:

and to obtain and review account and transaction data (including duplicate copies of non-Fidelity

account statements) for compliance or employment related purposes

 
 

the future

 

To Do

New employees need to respond within 10 days of hire.

 

Respond to the e-mail that you receive from the Ethics Office to acknowledge your understanding of the rules.

RULES ACKNOWLEDGMENT

 

Complying with securities laws

In addition to complying with these rules and other company-wide policies, you need to comply with U.S. securities laws and any other securities laws to which you are subject.

 

Reporting violations to the Ethics Office

If you become aware that you or someone else has violated any of these rules, you need to promptly report the violation.

 

To Do

 

Disclosing securities accounts and holdings in covered securities

You must disclose all securities accounts — those that hold covered securities (see Key Concepts on page 14) and those that do not. You must also disclose all covered securities not held in an account. This rule covers not only securities accounts and holdings under your own name or control, but also those under the name or control (including trading discretion or investment control) of your covered persons (see Key Concepts on page 14). It includes accounts held at Fidelity as well as those held at other financial institutions. Information regarding these holdings must not be more than 45 days old when you submit it.

 

To Do

Employees newly subject to this rule

· Within 10 days of hire or of being notified by the Ethics Office that this version of the Code of Ethics applies to you, submit an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) showing all of your securities accounts and holdings in covered securities not held in an account. Submit the most recent statement for each account listed to the Ethics Office if not held at Fidelity. If you do not have any securities accounts or applicable holdings, check the appropriate box in the online form confirming that you have nothing to disclose.

 

Current employees

· Each year, you will receive an Annual Accounts and Holdings Disclosure. You will be required to confirm that all information previously disclosed is accurate and complete.
· As soon as any new securities account is opened, or a preexisting securities account becomes associated with you (such as through marriage or inheritance), complete an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) with the new information and submit it promptly to the Ethics Office.
· On your next Quarterly Trade Verification, confirm that the list of disclosed securities accounts in the appropriate section of the report is accurate and complete.

 

 

KEY CONCEPTS

These definitions encompass broad categories, and the examples given are not all-inclusive. If you have any questions regarding these definitions or application of these rules to a person, security, or account that is not addressed in this section, you can contact the Ethics Office for additional guidance.

 

Covered person

Fidelity is concerned not only that you observe the requirements of the Code of Ethics, but also that those in whose affairs you are actively involved observe the Code of Ethics. This means that the Code of Ethics can apply to persons owning assets over which you have control or influence or in which you have an opportunity to directly or indirectly profit or share in any profit derived from a securities transaction. This includes:

o is under 18, or
o is supported financially by you or who financially supports you

 

 
 

This is not an exclusive list, and a covered person may include, for example, immediate family members who live with you but whom you do not financially support, or whom you financially support or who financially support you but who do not live with you. If you have any doubt as to whether a person would be considered a “covered person” under the Code of Ethics, contact the Ethics Office.

 

Immediate family member

Your spouse, or domestic partner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adoption, or marriage:

 

 

Covered account

The term “covered account” encompasses a fairly wide range of accounts. Important factors to consider are:

Specifically, a covered account is a brokerage account or any other type of account that holds, or is capable of holding, a covered security, and that belongs to, or is controlled by (including trading discretion or investment control), any of the following:

 

o participates in making investment decisions for the trust
o is a trustee of the trust
o is a settlor who can independently revoke the trust and participate in making investment decisions for the trust

 

Exception

With prior written approval from the Ethics Office, a covered account may qualify for an exception from these rules where:

 

 

Fidelity fund

The terms “fund” and “Fidelity fund” mean any investment company or pool of assets that is advised or subadvised by any Fidelity entity.

 

Issuer

 

An entity, including its wholly owned bank branch, foreign office, or term note program that offers securities or other financial instruments to investors.

 

 

Discretionary managed account

A covered account may be eligible for certain exceptions, as specified in the Code of Ethics, with prior written approval of the Ethics Office validating that the covered account is managed by a third-party investment   adviser who has discretionary trading authority over that covered account. To qualify for this exception, the third-party investment adviser must exercise all trading discretion over the covered account and will not accept any order to buy or sell specific securities from the employee or any other covered person. An approved discretionally managed account will still be subject to the Code of Ethics and all provisions in the Code of Ethics unless otherwise stated in a specific exception.

 

Covered security

This definition applies to all persons subject to this version of the Code of Ethics. Covered securities include securities in which a covered person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such securities, and encompasses most types of securities, including, but not limited to:

 

Exceptions

The following are not considered covered securities (please note that accounts holding non covered securities still require disclosure):

 

 

Automatic investment plan (sidebar)

A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) covered accounts according to a set schedule and allocation.

 

 

Moving covered accounts to Fidelity

You and your covered persons need to maintain all covered accounts (see Key Concepts on page14) at Fidelity Brokerage Services LLC (FBS).

 

Exceptions

With prior written approval from the Ethics Office, you and your covered persons can maintain a covered account at a broker-dealer other than FBS if any of the exceptions below apply. Note that approval must be obtained prior to opening any new covered account outside FBS :

 

To Do

 

 

 

 
 

 

 

 

 

 

 

 

 

Moving holdings in Fidelity funds to Fidelity

You and your covered persons need to maintain holdings in shares of Fidelity funds in a Fidelity account.

 

Exceptions — No Approval Required

You and your covered persons can continue to maintain a preexisting interest in either of the following:

 

Exceptions — Approval Required

With prior written approval from the Ethics Office, you and your covered persons can maintain holdings in Fidelity funds in an account outside Fidelity if any of the following apply:

 

To Do

 

 

Disclosing transactions of covered securities

You need to disclose transactions in covered securities made by you and your covered persons. For accounts held at FBS that you have disclosed, the Ethics Office will receive transaction reports automatically. For approved covered accounts held outside FBS, comply with any Ethics Office requests for duplicate reporting.

 

For any other transactions in covered securities (for example, if you or any of your covered persons purchases interests in a Fidelity- advised investment product in a non-broker age account outside Fidelity), you need to disclose this transaction information to the Ethics Office.

 

Exception

You do not have to report transactions in a covered account if the transactions are being made through an approved discretionary managed account or under an automatic investment plan (see Key Concepts on page 14), and the details of the account or plan have been provided to the Ethics Office.

 

To Do

 

Disclosing gifts and transfers of ownership of covered securities

You need to notify the Ethics Office of any covered securities that you or your covered persons give, donate, or transfer to another party, or that you or your covered persons receive from another party. This includes, among other things, inheritances of covered securities and donations of covered securities to charities.

 

To Do

 

Exception

 

Getting approval before engaging in private securities transactions

You and your covered persons need prior written approval from the Ethics Office for each and every intended investment in a private placement or other private securities transaction in covered securities, including non-public limited entities (e.g., limited partnerships, LLCs, S Corporations, or other legal entities). This includes any add-on, any subsequent investment, or any investment whose terms materially differ from any previous approval you may have received.

 

To Do

 

For private securities transactions offered by a Fidelity company, the Ethics Office will typically preapprove such investments for employees who are offered an opportunity to invest. In such cases, you will receive a notification that the offering has been preapproved by the Ethics Office.

 

Prohibited Transaction

You and your covered persons are prohibited from selling and/or offering your privately held shares into an IPO.

 

 

Delegating pre-clearance responsibilities(sidebar)

In very limited circumstances, you may, with the prior written approval of the Ethics Office, designate someone to obtain preclearance approvals for you. In such a case, the agent is responsible for obtaining the correct approvals, and you are responsible for maintaining reasonable supervision over that person’s activities related to pre-clearance.

 

 

Clearing trades in advance (pre-clearance)

You and your covered persons must obtain prior approval from the Ethics Office for any orders to buy, sell, or tender a covered security (see “How to Pre-Clear a Trade” in the sidebar). The purpose of this rule is to reduce the possibility of conflicts between personal trades in covered securities and trades made by the funds. When you apply for pre-clearance, you are not just asking for approval, you are giving your word that you and your covered persons:

do not have any inside information on the security you want to trade (see Policy on Inside Information)

 

Generally, requests will not be approved if it is determined that you may take advantage of trading by the funds or create an actual or perceived conflict of interest with fund trades.

 

Note: if a non-covered person has authority to trade on one of your covered account(s), the non-covered person is also expected to pre-clear trades for that covered account.

 

The rules of pre-clearance

It is important to understand the following rules before requesting pre-clearance for a trade:

 

 

Exceptions

You do not need to pre-clear trades or transactions in certain covered securities. These include:

 

With the prior written approval of the Ethics Office, there are a few situations where you may be permitted to trade without pre-clearing. These situations are:

 

To Do

 

To avoid errors, use these step-by-step instructions:

1. Access the Fidelity Global

Pre-Clearance System:

Internal

preclear.fmr.com

External

preclear.fi delity.com

 

If you are unable to access the Fidelity Global Pre- Clearance System, call the Pre-Clearance Line at (001) 617-563-6109 or (001) 800-771-2707.

Note that pre-clearance for FMR Co. equity traders and their covered persons is not available until noon, local market time.

 

2. Accurately enter the details of the trade you would like to make. Do not trade unless you receive approval. Note the pre-clearance reference number for your records.

 

3. Place your order. Be sure your order is for the same security and direction as your pre-clearance approval. Do not place a good-till-cancelled order.

 

4. Check the status of your order at the end of the market session.

5. Cancel any orders that have not been executed.

HOW TO PRE-CLEAR

A TRADE

Surrendering 60-day gains (60-Day Rule)

Any sale of covered securities in a covered account will be matched against any purchases of that security, or its equivalent, in the same account during the previous 60 days (starting with the earliest purchase in the 60-day

 
 

period). Any gain resulting from any matched transactions must be surrendered. For specific information about how certain option transactions are treated under this rule, see the sidebar and the examples below.

 

In addition, the premium received from the opening of an option position where the expiration of that contract will occur within the next 60 days must be surrendered (e.g. selling a call to open or selling a put to open that expire within 60 days.)

 

Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule.

 

Exceptions

This rule does not apply:

for an expanded list of non-covered securities)

 

Option transactions under the 60-Day Rule

Option transactions can be matched either to a prior purchase of the underlying security or to prior option transactions in the opposite direction.

 

When matching an option transaction to prior purchases of the underlying security, opening an option position by selling a call or buying a put is treated as a sale and will be matched to any purchases of the underlying security made during the preceding 60 days.

 

When matching an option transaction to prior option transactions, a closing position is matched to any like opening positions taken during the preceding 60 days.

 

When exercising an option, the initial purchase or sale of an option, not the exercise or assignment of the option, is matched to any opposite transactions made during the preceding 60 days. The sale of the underlying securities received from the exercise of an option will also be matched to any opposite transactions made during the period.

 

There is no exception to the 60-Day Rule for the selling of securities upon the automatic exercise of an option that is in the money at its expiration date. To avoid surrendering 60-day gains that would result from an automatic liquidation, you need to cancel the automatic liquidation before it happens.

 

 

To Do

 

EXAMPLES 60 DAYS

Additional examples are available on MyCompliance in the 60-Day Rule Job Aid.

Example 1

JAN 20 Buy 100 shares at $16 each

FEB 2 Buy 200 shares at $10 each

MAR 1 Buy 200 shares at $17 each

MAR 25 Sell 100 shares at $15 each

 

 
 

The March 25 sale is matched to the February 2 purchase (not the January 20 purchase, which as more than 60 days prior). Surrendered: $500 ($5 x 100 shares).

 

Example 2

FEB 2 Buy 100 shares at $10 each

MAR 25 Sell call option to open for 100 shares at $5; receive $500 premium

 

The March 25 call option sale is matched to the February 2 purchase of the underlying security (the call’s execution price and expiration date are immaterial). Surrendered: $500 (the premium for selling the option).

 

Example 3

FEB 2 Sell one call option to open at $5; receive $500 premium

MAR 25 Buy an identical call option to close at $3; pay $300 premium

 

The March 25 call option purchase is a closing transaction and is matched to the February 2 sale (since that opening transaction was made within 60 days). Surrendered: $200 (difference between premium received and premium paid).

 

WHAT’S PROHIBITED

Trading restricted securities

Neither you nor your covered persons may trade a security that Fidelity has restricted. If you have been notified not to trade a particular security, neither you nor your covered persons may trade that security until you are notified that the restriction has been removed.

 

Selling short

The short position in a particular covered security may not exceed the number of shares of that security held in the same account. This prohibition includes the following actions: selling securities short, buying puts to open, selling calls to open, as well as writing straddles, collars, and spreads.

 

Exceptions

 

 

Selling short

Selling a security that is on loan to you from a broker dealer (rather than owned by you) at the time you sell it.

 

Options Transactions:

You are not permitted to use the same underlying shares of a security to cover two different options transactions. (e.g., if you own 100 shares of a stock, you can sell 1 covered call or buy 1 protective put using those shares to cover your short position but you cannot execute both option transactions using the same underling shares.

 

Participating in an IPO

Neither you nor your covered persons are allowed to participate in an initial public offering (IPO) of securities where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities, and free stock offers through the Internet.

 

Exceptions

With prior written approval from the Ethics Office, you or your covered persons may participate if:

 

To Do

 

Participating in an investment club

Neither you nor your covered persons may participate in an investment club or similar entity.

 

Investing in a hedge fund

 
 

Neither you nor your covered persons may invest in a hedge fund, alternative investment, or similar investment product or vehicle.

Exceptions

To Do

 

OW WE ENFORCE THE CODE OF ETHICS

Excessive trading

Excessive trading in covered accounts is strongly discouraged. In general, anyone trading covered securities more than 60 times (other than Fidelity funds) in a quarter across all his or her covered accounts should expect additional scrutiny of his or her trades. Note that you and your covered persons also need to comply with the policies in any Fidelity fund prospectus concerning excessive trading. The Ethics Office monitors trading activity, and may limit the number of trades allowed in your covered accounts during a given period.

 

Exception

·          Trades in a discretionary managed account (see Key Concepts on page 14) that has been approved by the Ethics Office.

·          Trades made through automatic, regular investment program that has been disclosed to the Ethics Office in advance.

 

Buying securities of certain broker-dealers

Neither you nor your covered persons are allowed to buy the securities of a broker-dealer or its parent company if the Ethics Office has restricted those securities.

 

Trading after a research note

Neither you nor your covered persons are allowed to trade a covered security of an issuer until two full business days have elapsed (not including the day the note was published) since the publication of a research note on that issuer by any Fidelity entity.

 

Profiting from knowledge of fund transactions

You may not use your knowledge of transactions in funds or other accounts advised by any Fidelity entity to profit by the market effect of these transactions.

 

Influencing a fund to benefit yourself or others

The funds and accounts advised by Fidelity are required to act in the best interests of their shareholders and clients, respectively. Accordingly, you are prohibited from influencing any of these funds or accounts to act for the benefit of any party other than their shareholders or clients.

For example, you may not influence a fund to buy, sell, or refrain from trading a security that would affect that security’s price to advance your own interest or the interest of a party that has or seeks to have a business relationship with Fidelity.

 

Attempting to defraud a client or fund

Attempting to defraud a fund or an account advised by any Fidelity entity in any way is a violation of Fidelity’s rules and federal law.

 

Using a derivative to get around a rule

If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.

 

 

HOW WE ENFORCE THE CODE OF ETHICS

The Ethics Office regularly reviews the forms and reports it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of this Code of Ethics, the Ethics Office will investigate the matter and may contact you.

 

If it is determined that you or any of your covered persons has violated this Code of Ethics, the Ethics Office or another appropriate party may take action. Among other things, subject to applicable law, potential actions may include:

 

 

Fidelity takes all Code of Ethics violations seriously, and, at least once a year, provides the funds’ trustees with a summary of actions taken in response to material violations of this Code of Ethics. You should be aware that other securities laws and regulations not addressed by this Code of Ethics may also apply to you, depending upon your role at Fidelity.

 

The Chief Ethics Officer or designee retains the discretion to interpret and grant exceptions to this Code of Ethics and to decide how the rules apply to any given situation for the purpose of protecting the funds and being consistent with the general principals and objectives of the Code of Ethics.

 

Exceptions

In cases where exceptions to this Code of Ethics are noted and you may qualify for them, you need to get prior written approval from the Ethics Office. The way to request any particular exception is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an exception that is not discussed in this Code of Ethics, you may submit a written request to the Ethics Office. Your request will be considered by the Ethics Office, and you will be notified of the outcome.

 

Appeals

If you believe a request of yours has been incorrectly denied or that an action is not warranted, you may appeal the decision. To make an appeal, you need to provide the Ethics Office a written explanation of your reasons for appeal within 30 days of when you were informed of the decision. Be sure to include any extenuating circumstances or other factors not previously considered. During the review process, you may, at your own expense, engage an attorney to represent you. The Ethics Office may arrange for senior management or other parties to be part of the review process. The Ethics

Office will notify you in writing about the outcome of your appeal.

 

 

 

 

 

Additional Rules for Traders,

Research Analysts, and Portfolio Managers

Employees trading for the funds (traders), employees making investment recommendations for the funds (research analysts), and employees who manage a fund or a portion of a fund’s assets (portfolio managers).

 

 

WHAT’S REQUIRED

Notification of your ownership of covered securities in a research note

You must check the box on a research note you are publishing to indicate any ownership, either by you or your covered persons, of any covered security of an issuer (see Key Concepts on page 14) that is the subject of the research note.

 

Disclosing trading opportunities to the funds before personally trading

There are three aspects to this rule:

 

Disclosing information received from an issuer

Any time you receive, directly from an issuer, material information about that issuer (that is not considered inside information), you must check to see if that information has been disclosed to the funds in a research note. If not, you must communicate that information to the funds before you or any of your covered persons personally trade any securities of that issuer.

 

To Do

 

Disclosing information about an issuer that is assigned to you

If you are a research analyst, you must disclose in a research note material information you have about an issuer that is assigned to you before you or any of your covered persons personally trade a security of that issuer.

 

Exception

 

To Do

 

Note: You will not be able to obtain pre-clearance approval for your personal trade until two full business days have elapsed (not including the day the note was published) following the publication of your research note.

 

 

Recommending trading opportunities

In addition, you must recommend for the funds, and, if you are a portfolio manager, trade for the funds, a suitable security before personally trading that security.

 

 

WHAT’S PROHIBITED

Trading within seven days of a fund you manage

Neither you nor your covered persons are allowed to trade within seven calendar days (not including the day of the trade) before or after a trade is executed in any covered security of the same issuer (see Key Concepts on page 14) by any of the funds you manage.

 

Exceptions

following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225.

 

To Do

 

 

 

Legal Information The Code of Ethics for Personal Investing constitutes the Code of Ethics required by Rule 17j-1 under the Investment Company Act of 1940 and by Rule 204A-1 under the Investment Advisers Act of 1940 for the Fidelity funds, investment advisors or principal underwriters, and any other entity designated by the Ethics Office.

 

FRANKLIN RESOURCES, INC.

 

CODE OF ETHICS AND BUSINESS CONDUCT

 

This Code of Ethics and Business Conduct (the “Code”) has been adopted by the Board of Directors (the “Board”) of Franklin Resources, Inc. in connection with its oversight of the management and business affairs of Franklin Resources, Inc.

 

1.                    Purpose and Overview .

 

(a) Application . The Code is applicable to all officers, directors, employees and temporary employees (each, a “Covered Person”) of Franklin Resources, Inc. and all of its United States (“U.S.”) and non-U.S. subsidiaries and affiliates (collectively, the “Company”).

 

(b) Purpose . The Code summarizes the values, principles and business practices that guide the business conduct of the Company and also provides a set of basic principles to guide Covered Persons regarding the minimum ethical requirements expected of them. The Code supplements the Company’s existing employee policies, including those specified in the respective U.S. and non-U.S. employee handbooks and also supplements various other codes of ethics, policies and procedures that have been adopted by the Company or by particular entities within the Company. All Covered Persons are expected to become familiar with the Code and to apply these principles in the daily performance of their jobs.

 

(c) Overriding Responsibilities . It is the responsibility of all Covered Persons to maintain a work environment that fosters fairness, respect and integrity. The Company requires all Covered Persons to conduct themselves in a lawful, honest and ethical manner in all of the Company’s business practices.

 

(d) Questions . All Covered Persons are expected to seek the advice of a supervisor, a manager, the Human Resources Department, the Legal Department, the General Counsel of Franklin Resources, Inc. or the Global Compliance Department for additional guidance or if there is any question about issues discussed in this Code.

 

(e) Violations . If any Covered Person observes possible unethical or illegal conduct, such concerns or complaints should be reported as set forth in Section 16 below.

 

(f) Definition of Executive Officer . For the purposes of this Code, the term “Executive Officer” shall mean those officers, as shall be determined by the Board from time to time, who are subject to the reporting obligations of Section 16(a) of the Securities Exchange Act of 1934, as amended.

 

(g) Definition of Director . For purposes of this Code, the term “Director” shall mean a member of the Board.
 
 
(h) Definition of Government Agency . For purposes of this Code, the term “Government Agency” includes any U.S. or non-U.S. national, federal, provincial, regional, state, or local government agency, commission or legislative body, or self-regulatory organization, including, by way of representative example only, any securities, financial, employment and labor regulators.

 

2.                    Compliance with Laws, Rules and Regulations . All Covered Persons of the Company are required to comply with all of the applicable laws, rules and regulations of the U.S. and other countries, and the states, counties, cities and other jurisdictions, in which the Company conducts its business, although traffic violations and other minor offenses will not be considered violations of this Code. Local laws may in some instances be less restrictive than the principles set forth in this Code. In those situations, Covered Persons should comply with the Code, even if the conduct would otherwise be legal under applicable local laws. On the other hand, if local laws are more restrictive than the Code, Covered Persons should comply with applicable local laws. Further, any provision of this Code that is contrary to law in a particular jurisdiction will have no force or effect in that jurisdiction solely with respect to such provision(s), although this Code (including any such provision) will remain applicable in all other jurisdictions.

 

3. Securities Transactions.

 

(a) Insider Trading . Such legal compliance includes, without limitation, compliance with the Company’s insider trading policy, which prohibits Covered Persons from trading securities, either personally or on behalf of others, while in possession of applicable material non-public information or communicating such material non- public information to others in violation of the law. Securities include common stocks, bonds, options, futures and other financial instruments. Material information includes any information that a reasonable investor would consider important in a decision to buy, hold, or sell securities. These laws provide substantial civil and criminal penalties for individuals who fail to comply. The policy is described in more detail in various Company employee handbooks and compliance policies. In addition, the Company has implemented trading restrictions to reduce the risk, or appearance, of insider trading.

 

(b) Rule 10b5-1(c) Plans . The Company may permit exemptions from the insider trading policies and procedures described above for transactions in securities issued by Franklin Resources, Inc. effected pursuant to pre-approved, written trading plans or arrangements complying with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Rule 10b5-1(c) plans or arrangements may not be entered into or modified either during trading blackout periods or when the Covered Person is aware of material, non-public information relating to Franklin Resources, Inc. or its securities. All such plans or arrangements (and any modification or termination thereof) must be pre-approved by the General Counsel of Franklin Resources, Inc. (or such person’s designee).

 

(c) Rumors . The dissemination of false or misleading information about companies or securities, particularly in volatile or fragile market conditions, can be a damaging form of market abuse which can affect both the firm concerned as well
 
 

as general market conditions. It is against the law to start or circulate a rumor (defined as “information that is circulated purporting to be fact but which has not yet been verified”) if that rumor is likely to influence the market price of that security or that a reasonable person would expect to have a material effect on the price of a security if it were widely circulated. Starting or disseminating any rumor with the intention of influencing the price movement of a security is a breach of this Code and may also constitute a violation of securities laws.

 

(d) Short Sales. Covered Persons are prohibited from effecting short sales, including “short sales against the box” of securities issued by Franklin Resources, Inc. and securities issued by any closed-end fund sponsored or advised by the Company. Also prohibited are economically equivalent transactions, whether in the form of call or put options, swap transactions or other derivative transactions, that would result in a Covered Person having a net short exposure to Franklin Resources, Inc. or any closed-end fund sponsored or advised by the Company.

 

(e) Short-term Trading. Covered Persons must comply with the Frequent Trading Policy described in the prospectus of each fund in which they invest and must not engage in trading activity that violates that policy. Accordingly, Covered Persons must not engage in any short-term or excessive trading in funds. Violations are subject to discipline, up to and including termination of employment and permanent suspension of such person’s ability to purchase shares in any funds.

 

(f) Questions Regarding Stock Trading . All questions regarding insider trading or reports of impropriety in connection with securities transactions should be made to the Global Compliance Department. See also Section 16 below.

 

4. Conflicts of Interest .

 

(a) Avoidance of Conflicts . All Covered Persons are required to conduct themselves in a manner and with such ethics and integrity so as to avoid a conflict of interest, either real or apparent.

 

(b) Conflict of Interest Defined . A conflict of interest is any circumstance where an individual’s personal interest interferes with the interests of the Company. All Covered Persons have a duty to avoid financial, business or other relationships that might be opposed to the interests of the Company or might cause a conflict with the performance of their duties.

 

(c) Potential Conflict Situations . A conflict can arise when a Covered Person takes actions or has interests that may make it difficult to perform his or her Company related work objectively and effectively. Conflicts also may arise when a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.
 
 
(d) Examples of Potential Conflicts . Some of the areas where a conflict could arise include:

 

(i) Employment by a competitor, regardless of the nature of the employment, while employed by the Company.

 

(ii) Placement of business with any firm or organization in which a Covered Person, or any member of the Covered Person’s family, has a substantial ownership interest or management responsibility.

 

(iii) Making endorsements or testimonials for third parties.

 

(iv) Processing a transaction on the Covered Person’s personal account(s), or his or her friends’ or family members’ account(s), through the Company’s internal systems without first submitting the transaction request to the Company’s Customer Service Center.

 

(v) Disclosing the Company’s confidential information to a third party (other than as permitted in accordance with Section 9 below) without the prior consent of senior management.

 

(e) Questions Regarding Conflicts . All questions regarding conflicts of interest and whether a particular situation constitutes a conflict of interest should be directed to the Global Compliance Department. See also Section 16 below.

 

5.                    Corporate Opportunities . Covered Persons are prohibited from (i) taking for themselves opportunities that are discovered through the use of Company property, information or position, (ii) using Company property, information or position for personal gain, and/or

(iii) competing with the Company. For example, to the extent that a Covered Person learns of an investment opportunity because of their position with the Company, the Covered Person must not disadvantage fund or client accounts by personally taking advantage of the trading opportunity.

 

6. Gifts, Entertainment and Contributions .

 

(a) Receipt of Gifts and Entertainment. The Company’s aim is to deter providers of gifts or entertainment from seeking or receiving special favors from Covered Persons in connection with activities performed by or for, or business relationships established with, the Company. The concern is that gifts of more than a nominal value may cause Covered Persons to feel placed in a position of “obligation” and/or give the appearance of a conflict of interest. Covered Persons should not solicit any third party for any gift, gratuity, entertainment or any other item regardless of its value. Covered Persons, including members of their immediate families, may accept or participate in “reasonable entertainment”. Covered Persons are encouraged to be guided by their own sense of ethical responsibility, along with any policies or guidelines adopted from time to time by the Company with respect to gifts and entertainment. The Company recognizes that this Section 6 is not intended to limit Directors who do not also serve in
 
 

management positions within the Company from accepting compensation, bonuses, fees and other similar consideration paid in the normal course of business as a result of their outside business activity, employment or directorships.

 

(b) Anti-Corruption. All Covered Persons are strictly prohibited from offering or giving gifts, meals or entertainment to business partners or others (including government officials, government employees, certain other government-related entities and persons, and certain family members of the foregoing) in order to improperly influence them. Covered Persons should consult the Company’s Anti- Corruption Policy before providing gifts or other items of value, including entertainment and travel, to others and should seek to avoid even the appearance of any impropriety. Covered Persons should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, meals, entertainment and other things of value) may be unacceptable and even illegal when they involve government officials, government employees, certain other government-related entities and persons, or certain family members of the foregoing, or others who act on behalf of government entities or persons. Therefore, Covered Persons are required to comply with the relevant laws and regulations governing relations between government officials, government employees and related entities or persons, on the one hand, and customers and suppliers, on the other hand, in every country where the Company conducts business.

 

(c) Political Contributions. Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, the Company does not make direct contributions to any candidates for federal, state or local offices where applicable laws make such contributions illegal and, in such cases, contributions to political campaigns must not be made with or reimbursed by the Company’s funds or resources. The Company’s funds and resources include (but are not limited to) the Company’s facilities, office supplies, letterhead, telephones and fax machines. Similarly, employee’s personal political contributions may be restricted by U.S. and non-U.S. federal, state or local election laws. For certain employees associated with U.S.-registered investment advisers, political contributions are highly restricted and require prior approval. Employees should direct all questions concerning political contributions to the Global Compliance Department.

 

7. Outside Employment .

 

(a) Restrictions . Subject to any departmental restrictions, Covered Persons are permitted to engage in outside employment if it is free of any actions that could be considered a conflict of interest. Outside employment must not adversely affect a Covered Person’s job performance at the Company, and outside employment must not result in absenteeism, tardiness or a Covered Person’s inability to work overtime when requested or required. Covered Persons may not
 
 

engage in outside employment that requires or involves using Company time, materials or resources.

 

(b) Self-Employment . For purposes of this Code, outside employment includes self- employment.

 

(c) Required Approvals . Due to the fiduciary nature of the Company’s business, all potential conflicts of interest that could result from a Covered Person’s outside employment should be discussed with the Covered Person’s supervisor or manager and the Human Resources Department, prior to entering into additional employment relationships.

 

(d) Outside Directors Exempt . The Company recognizes that this Section 7 is not applicable to Directors who do not also serve in management positions within the Company.

 

8.                    Service as a Director. Covered Persons may not serve as a director, trustee, or in a similar capacity for any for-profit public or private entity, without approval of an Executive Officer and the Director of Global Compliance, or their respective designees. Covered Persons who are interested in serving on a board of directors, as a trustee or in a similar capacity should consult the Franklin Templeton Investments Employee Service as an Outside Director Policy and notify the Code of Ethics Administration Department. The Company recognizes that this Section 8 is not applicable to Directors who do not also serve in management positions within the Company.

 

9. Confidential Information Obligations .

 

(a) Confidentiality . Covered Persons are responsible for maintaining the confidentiality of information entrusted to them as a result of their roles with the Company, except when disclosure is authorized or legally mandated. The sensitive nature of the investment business requires that Covered Persons be continuously aware of the confidential nature of the information to which they may have access.

 

As a result of employment or service with the Company, a Covered Person may produce, receive, or become acquainted with the confidential information or trade secrets of the Company, information the Company has received from others that the Company is required to treat as confidential, including information concerning the Company’s employees, stockholders, clients, customers, business partners, and mutual fund shareholders and other product investors, and other commercially sensitive information the privacy, confidentiality, and secrecy of which is valued by the Company (collectively, “Confidential Information”). Each Covered Person must comply with all applicable Company policies concerning confidentiality and/or public statements, as they may be amended from time to time.

 

(b) What Is Included in Confidential Information . Confidential Information includes, without limitation, non-public corporate and mutual fund and other product:
 
 

financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data, and pricing lists or schedules; client and business prospect identities and information (including but not limited to financial advisors and consultants and sales information); marketing strategies and methods; market analyses or projections; products, services, and the pricing for same; business plans, strategies, methods, templates, models, policies and procedures; software, databases, hardware configurations, or other technology or tools created, developed or compiled by the Company; formulas, discoveries, inventions, designs, improvements, concepts and ideas; client, supplier, or other third party confidential and/or proprietary information received in confidence by the Company, and any information that may be subject to non-disclosure or confidentiality agreements between the Company and said parties; any confidential and privileged legal advice given to the Company, which legal privilege belongs to the Company; applicant and employee private or otherwise protected information or data obtained by a Covered Person in connection with the Covered Person’s employment or service with the Company, including, but not limited to, personal information contained in applications and resumes submitted to the Company and in Company performance evaluations, and Company termination information and agreements not otherwise available outside of the Company; the Company’s internal reporting or organizational structure information and personnel lists; and the Company’s compensation structure and formula information (except with respect to a Covered Person’s own compensation amount) for any business purpose competitive to the Company.

 

Nothing herein is intended to prohibit, limit, or dissuade (or create or suggest any understanding of a Covered Person’s rights that would prohibit, limit, or dissuade) a Covered Person from engaging in activities protected by applicable law, including under U.S. federal or state law, such as the National Labor Relations Act or under any similar laws in other jurisdictions, for example by communicating with fellow employees or others about their wages, hours, workplace complaints, benefits or other terms of employment.

 

Confidential Information shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company, the Company’s employees, or the Company’s business partners, stockholders, clients, mutual fund shareholders or other product investors.

 

(c) Disclosure Restrictions . Except as provided in Section 9(e) below, both during a Covered Person’s employment or service with the Company (except where use and/or disclosure is required and authorized in connection with the Covered Person’s enumerated job duties to third parties with confidentiality obligations to the Company) and after a Covered Person’s employment or service with the Company ends for any reason, a Covered Person must: (i) keep the Confidential Information confidential; (ii) not disclosure any Confidential Information to any non-governmental third parties, including without limitation any former Company
 
 

employees, without the prior consent of senior management; and (iii) not use Confidential Information for the Covered Person’s personal benefit or for the benefit of any third party.

 

(d) Continuing Obligations . The obligations under this Code shall: (i) with regard to Confidential Information, remain in effect for so long as such information constitutes Confidential Information as defined in this Code; and (ii) with regard to any trade secret specifically, remain in effect for as long as such information constitutes a trade secret as defined by applicable law.

 

(e) Exception For Disclosure to A Government Agency . Nothing in this Code shall limit or interfere with a Covered Person’s right to file a charge or complaint with any Government Agency or ability, without notice to or authorization from the Company, to communicate with any Government Agency for the purpose of reporting a reasonable belief that a possible violation of law has occurred or may occur, or to participate, cooperate, provide information or cause information to be provided (including documents) or testify in any inquiry, investigation, proceeding or action that may be conducted by any Government Agency.

 

(f) Responding to Legal Process . Separately, to the extent a Covered Person receives any subpoena, court order, or other legal process issued in any private litigation or arbitration regarding any matter or action involving the Company, then to the extent permitted by law or regulation, the Covered Person shall, before providing any Confidential Information, give prompt prior written notice to the Company’s General Counsel in order to provide the Company with a reasonable opportunity to take appropriate steps to protect its Confidential Information to the fullest extent possible.

 

(g) Acknowledgments . All Covered Persons of the Company are expected to sign an agreement or acknowledgment regarding the confidentiality terms set forth above at the time they become employed with the Company, and from time to time as the Company may amend its confidentiality provisions.

 

10. Ownership of Intellectual Property .

 

(a) Company Ownership . The Company owns all Intellectual Property, as defined below, in all of the works and inventions created or made by a Covered Person at and/or for the Company, whether partial or completed. A Covered Person shall hold on trust for, and is obligated to assign to, the Company all Intellectual Property that does not by operation of law in any specific jurisdiction automatically vest in the Company, in any works or inventions that the Covered Person creates or develops, alone or with others, while working for the Company.

 

(b) What Is Included in Intellectual Property . “Intellectual Property” includes all trademarks and service marks, trade secrets, patents and patent subject matter and inventor rights in the U.S. and foreign countries and related applications. It includes all U.S. and foreign copyrights and subject matter and all other literary
 
 

property and author rights, whether or not copyrightable. It includes all creations, not limited to inventions, discoveries, developments, works of authorship, ideas and know-how. It does not matter whether or not the Company can protect them by patent, copyright, trade secrets, trade names, trade or service marks or other intellectual property right. It also includes all materials containing any intellectual property. These materials include but are not limited to flash drives and other electronic media storage devices now known or hereafter developed, electronic files, printouts, notebooks, drawings, artwork and other record types, media, or documentation. To the extent applicable, non-trade secret intellectual property constitutes a “work made for hire” owned by the Company.

 

(c) Exceptions . The Company will not be considered to have a proprietary interest in a Covered Person’s work product if: (i) the work product is developed entirely on the Covered Person’s own time without the use or aid of any Company resources, including without limitation, equipment, supplies, facilities, or Confidential Information; (ii) the work product does not result from the Covered Person’s employment with the Company; and (iii) at the time a Covered Person conceives or reduces the creation to practice, it is neither related to the Company’s business nor the Company’s actual or expected research or development.

 

(d) Required Disclosure and Cooperation . A Covered Person must promptly disclose in writing to the Company all Intellectual Property conceived or developed while working for the Company. To the extent not otherwise covered by the power of attorney required to be granted to the Company in accordance with Section 10(f) below, if requested, a Covered Person must sign all documents necessary to memorialize the Company’s ownership of Intellectual Property under and in accordance with this Code, including, but not limited to, assignments and patent, copyright and trademark applications. A Covered Person must take any other actions reasonably required by the Company to accomplish the assignment contemplated in this section, and to assist the Company in any registration, perfection, or enforcement of such assigned rights.

 

(e) Prior Inventions . A Covered Person is not conveying any rights to Intellectual Property that the person may have made, conceived, or first reduced to practice before the person’s employment or service with the Company of which the person has provided written notice to the Company.

 

(f) Acknowledgments, Powers of Attorney and Waiver of Moral Rights . All Covered Persons of the Company are expected to sign an agreement or acknowledgment regarding the intellectual property terms set forth herein at the time they become employed with the Company, and from time to time as the Company may amend its intellectual property provisions. All employees are expected to (i) execute powers of attorney in favor of the Company to have the Company execute on the person’s behalf all applications, specifications, oaths, assignments and all other instruments that the Company shall deem necessary in order to apply for them and obtain such rights and in order to assign and convey to the Company and its successors, assigns and nominees sole and exclusive rights, title and interest in
 
 

and to such Intellectual Property and/or rights relating thereto; and (ii) waive all applicable moral rights under the United Kingdom Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) that the person has or will have in any existing or future Intellectual Property referred to in this Section 10.

 

11.                Fair Dealing . Each Covered Person should endeavor to deal fairly with the Company’s customers, suppliers, competitors and Covered Persons and not to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

 

12.                Protection and Use of Company Property . All Covered Persons should protect the Company’s assets and ensure they are used for legitimate business purposes. Improper use includes unauthorized personal appropriation or use of the Company’s assets, data or resources, including computer equipment, software and data.

 

13. Standards of Business Conduct .

 

(a) Respectful Work Environment . The Company is committed to fostering a work environment in which all individuals are treated with respect and dignity. Each individual should be permitted to work in a business-like atmosphere that promotes equal employment opportunities.

 

(b) Prohibited Conduct . The following conduct will not be tolerated and could result in disciplinary action, including termination:

 

(i) Any act which causes doubt about a Covered Person’s integrity, such as the falsifying of Company records and documents, competing in business with the Company, unauthorized use or disclosure of the Company’s Confidential Information, or engaging in any criminal conduct.

 

(ii) Any act which may create a dangerous situation, such as carrying weapons, firearms or explosives on Company premises or surrounding areas, assaulting another individual, or disregarding property and safety standards.

 

(iii) The use, sale or purchase or attempted use, sale or purchase of alcohol or illegal drugs while at work, or reporting to work in a condition not fit for work, such as reporting to work under the influence of alcohol or illegal drugs.

 

(iv) Insubordination, including refusal to perform a job assignment or to follow a reasonable request from a Covered Person’s manager or supervisor, or discourteous conduct toward customers, associates, or supervisors.

 

(v) Harassment of any form including threats, intimidation, abusive behavior and/or coercion of any other person in the course of doing business.
 
 
(vi) Falsification or destruction of any timekeeping record, intentionally clocking in on another Covered Person’s attendance or timekeeping record, assisting another Covered Person’s tampering with their attendance record or tampering with one’s own attendance record.

 

(vii) Failure to perform work, which meets the standards/expectations of the Covered Person’s position.

 

(viii) Excessive unauthorized absenteeism, chronic tardiness, or consecutive absence of three or more days without notification or authorization.

 

(ix) Any act of dishonesty or falsification of any Company records or documents, including obtaining employment based on false, misleading, or omitted information.

 

(c) Disciplinary Action . A Covered Person or the Company may terminate the employment or service relationship at will, at any time, without cause or advance notice. Thus, the Company does not strictly adhere to a progressive disciplinary system since each incident of misconduct may have a different set of circumstances or differ in its severity. The Company will take such disciplinary action as it deems appropriate and commensurate with any misconduct of the Covered Person.

 

14. Disclosure in Reports and Documents .

 

(a) Filings and Public Materials . It is important that the Company’s filings with Government Agencies are full, fair, accurate, timely and understandable. The Company also makes many filings with Government Agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the Company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.

 

(b) Disclosure and Reporting Policy . The Company’s policy is to comply with all disclosure, financial reporting and accounting regulations applicable to the Company. The Company maintains the highest commitment to its disclosure and reporting requirements, and expects all Covered Persons to record information accurately and truthfully in the books and records of the Company.

 

(c) Information for Filings . Depending on his or her position with the Company, a Covered Person may be called upon to provide necessary information to ensure that the Company’s public reports and regulatory filings are full, fair, accurate, timely and understandable. The Company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the Company’s public disclosure requirements.

 

(d) Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the
 
 

Company’s disclosure controls and procedures and internal control over financial reporting so that the Company’s reports and documents filed with Government Agencies comply in all material respects with applicable laws, rules and regulations, and provide full, fair, accurate, timely and understandable disclosure.

 

15. Accountability for Adherence to the Code .

 

(a) Honesty and Integrity . The Company is committed to uphold ethical standards in all of its corporate and business activities. All Covered Persons are expected to perform their work with honesty, truthfulness and integrity and to comply with the general principles set forth in the Code. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code.

 

(b) Disciplinary Actions . A violation of the Code may result in appropriate disciplinary action including the possible termination from employment with the Company. Nothing in this Code restricts the Company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.

 

(c) Annual Certifications . Directors and Executive Officers will be required to certify annually, on a form to be provided by the Global Compliance Department, that they have received, read and understand the Code and have complied with the requirements of the Code.

 

(d) Training and Educational Requirements .

 

(i) Orientation . New Covered Persons will receive a copy of the Code during the orientation process conducted by representatives of the Human Resources Department and shall acknowledge that they have received, read and understand the Code and will comply with the requirements of the Code.

 

(ii) Continuing Education . Covered Persons shall be required to complete such additional training and continuing education requirements regarding the Code and matters related to the Code as the Company shall from time to time establish.

 

16. Reporting Violations of the Code .

 

(a) Questions and Concerns . Described in this Code are procedures generally available for addressing ethical issues that may arise. As a general matter, if a Covered Person has any questions or concerns about compliance with this Code, he or she is encouraged to speak with his or her supervisor, manager, representatives of the Human Resources Department, the Legal Department, the General Counsel of Franklin Resources, Inc. or the Global Compliance Department.
 
 
(b) Compliance and Ethics Hotline . If a Covered Person does not feel comfortable talking to any of the persons listed above for any reason, he or she should call the Compliance and Ethics Hotline. (The telephone number for the Compliance and Ethics Hotline is located on the Company’s Intranet website.) If a Covered Person does not feel comfortable stating his or her name, calls to the Compliance and Ethics Hotline may be made anonymously.

 

(c) Responsibility to Report Violations of the Code and Law . As part of its commitment to ethical and lawful conduct, the Company strongly encourages Covered Persons to promptly report any suspected violations of this Code or law.

 

(d) Confidentiality and Investigation . The Company will treat the information set forth in a report of any suspected violation of the Code or law, including the identity of the caller, in a confidential manner and will conduct a prompt and appropriate evaluation and investigation of any matter reported. Covered Persons are expected to cooperate in any investigations of reported violations.

 

(e) Protection of Covered Persons . It is a violation of this Code to retaliate against anyone who has communicated to the Company information that such person reasonably believes constitutes a violation of the Code or which is otherwise illegal or unethical. It is also a violation of this Code to retaliate against anyone who has communicated with any Government Agency in accordance with Section 9(e) above. A Covered Person may not be discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against in the terms and conditions of employment on account of having provided the Company with information about, or otherwise assisted the Company in any investigation regarding, any conduct which the Covered Person reasonably believes constitutes a violation of the Code or is otherwise illegal or unethical. Equally, a Covered Person may not be discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against in the terms and conditions of employment because the Covered Person communicated with a Government Agency in accordance with Section 9(e) above.

 

(f) Accounting/Auditing Complaints . The law requires that the Company’s Audit Committee have in place procedures for the receipt, retention and treatment of complaints concerning accounting, internal accounting controls, or auditing matters and procedures for Covered Persons to submit their concerns regarding questionable accounting or auditing matters.

 

Complaints concerning accounting, internal accounting controls or auditing matters will be directed to the attention of the Audit Committee, or the appropriate members of that committee. For direct access to the Company’s Audit Committee, please address complaints regarding accounting, internal accounting controls, or auditing matters to:

 
 

Audit Committee Franklin Resources, Inc. One Franklin Parkway

San Mateo, California 94403

 

Complaints or concerns regarding accounting or auditing matters may also be made to the Compliance and Ethics Hotline. (The telephone number for the Compliance and Ethics Hotline is located on the Company’s Intranet website.) If a Covered Person does not feel comfortable stating his or her name, calls to the Compliance and Ethics Hotline may be made anonymously.

 

17. Waivers of the Code .

 

(a) Waivers by Directors and Executive Officers . Any change in or waiver of this Code for Directors or Executive Officers may be made only by the Board or a committee thereof in the manner described in Section 17(d) below, and any such waiver (including any implicit waiver) shall be promptly disclosed to stockholders of Franklin Resources, Inc. to the extent required by the applicable laws, rules and regulations of any Government Agency.

 

(b) Waivers by Other Covered Persons . Any requests for waivers of this Code for Covered Persons other than Directors and Executive Officers may be made to the Global Compliance Department in the manner described in Section 17(e) below.

 

(c) Definition of Waiver . For the purposes of the Code, the term “waiver” shall mean a material departure from a provision of the Code. An “implicit waiver” shall mean the failure of the Company to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an Executive Officer.

 

(d) Manner for Requesting Director and Executive Officer Waivers .

 

(i) Request and Criteria . If a Director or Executive Officer wishes to request a waiver of this Code, the Director or Executive Officer may submit to the Director of Global Compliance or the Global Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver:

 

(A) is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;

 

(B) will not be inconsistent with the purposes and objectives of the Code;

 

(C) will not adversely affect the interests of clients of the Company or the interests of the Company; and
 
 
(D) will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.

 

(ii) Discretionary Waiver and Response . The Global Compliance Department will forward the waiver request to the Board or a committee thereof for consideration. Any decision to grant a waiver from the Code shall be at the sole and absolute discretion of the Board or committee thereof, as appropriate. The Secretary of Franklin Resources, Inc. will advise the Global Compliance Department in writing of the Board’s decision regarding the waiver, including the grounds for granting or denying the waiver request. The Global Compliance Department shall promptly advise the Director or Executive Officer in writing of the Board’s decision.

 

(e) Manner for Requesting Other Covered Person Waivers .

 

(i) Request and Criteria . If a Covered Person who is a non-Director and non- Executive Officer wishes to request a waiver of this Code, the Covered Person may submit to the Global Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver would satisfy the same criteria set forth in Section 17(d).

 

(ii) Discretionary Waiver and Response . The Director of Global Compliance (or his/her designee) shall, after appropriate consultation with the applicable business unit head, forward the waiver request to the General Counsel of Franklin Resources, Inc. for consideration. The decision to grant a waiver request shall be at the sole and absolute discretion of the General Counsel of Franklin Resources, Inc. The General Counsel will advise the Global Compliance Department in writing of his/her decision regarding the waiver, including the grounds for granting or denying the waiver request. The Global Compliance Department shall promptly advise the Covered Person in writing of the General Counsel’s decision.

 

18.                Internal Use . The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.

 

19.                Other Policies and Procedures . The following nonexclusive list of policies and procedures adopted by the Company or entities within the Company are additional requirements that, depending upon the specific terms of such policies and procedures, may apply to Covered Persons:

 

· Franklin Resources, Inc. Anti-Corruption Policy

 

· Franklin Resources, Inc. Fraud Reporting & Investigation Policy

 

· Franklin Resources, Inc. Trading Blackout Policy
 
 
· Franklin Templeton Investments Corporate Policy on Public and Media Communications

 

· Franklin Templeton Investments Employee Service as an Outside Director Policy

 

· Franklin Templeton Investments’ Personal Investments and Insider Trading Policy

 

· Franklin Templeton Investments Social Media Guidelines Policy

 

 

Last approved by the Board on June 14, 2017.

...........................................................................................................................................................................................................................................................

Personal Investing

Gifts and Entertainment

Outside Activities

Client Confidentiality

 
 

 

A Message From Our CEO

 

Our business is built on a foundation of trust — the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance.

 

Each and every one of us has a role to play in sustaining our clients’ trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someone’s attention — your manager, the Legal and Compliance team, or any of my direct reports. But don’t just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.

 

To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider

not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients’ trust.

 

Sincerely,

 

Brendan J. Swords

President and Chief Executive Officer

 

 

 

“The reputation of a thousand years may be determined by the conduct of one hour.”

– Ancient proverb

 

 

 

 
 

 

 

Contents

 

Standards of conduct 2

 

Who is subject to the Code of Ethics? 2

 

Personal investing 3

 

Which types of investments and related activities

are prohibited? 3

 

Which investment accounts must be reported? 4

 

What are the reporting responsibilities for all personnel? 5

 

What are the preclearance responsibilities for all personnel? 6

 

What are the additional requirements for investment professionals? 7

 

Gifts and entertainment 9

 

Outside activities 10

 

Client confidentiality 10

 

How we enforce our Code of Ethics 10

 

Exceptions from the Code of Ethics 11

 

Closing 11

 

 

 

 

 

Before You Get Started: Accessing the Code of Ethics System

The Code of Ethics System is accessible through the Intranet under Applications or direct access:

https://fs1.wellmanage.com/adfs/ls/IdpInitiatedSignOn.aspx?loginToRp=ptaconnect.com

 

 

 

 

 
 

Standards of Conduct

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.

 

1) We act as fiduciaries to our clients. Each of us must put our clients’ interests above our own and must not take advantage of our management of clients’ assets for our own benefit. Our firm’s policies and procedures implement these principles with respect to our conduct of the firm’s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.

 

2) We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the UK Bribery Act. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.

Who Is Subject to the Code of Ethics?

Our Code of Ethics applies to all employees of Wellington Management, and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by the Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

 

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

 

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

 

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee. You also have the right to report violations of law or regulation directly to relevant governmental agencies. You do not need the firm’s prior authorization to make any such report or disclosures and are not required to notify the firm that you have done so.

 

General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

 

Personal Investing

As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules

 
 

can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.

Which Types of Investments and Related Activities Are Prohibited?

Our Code of Ethics prohibits the following personal investments and investment-related activities:

 

· Purchasing or selling the following:
Initial public offerings (IPOs) of any securities
Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
Securities that are the subject of a firmwide restriction
Single-stock futures
Options with an expiration date that is within 60 calendar days of the transaction date
Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades
Securities of any securities market or exchange on which the firm trades on behalf of clients
· Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer
· Taking a profit from any trading activity within a 60 calendar day window (see box for more detail)
· Using a derivative instrument to circumvent a restriction in the Code of Ethics

 

 

Short-Term Trading

You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code’s preclearance requirements.

 

 

 

 

Which Investment Accounts Must Be Reported?

 
 

You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household.

AND

that holds or is capable of holding any of the following covered investments:

 

· Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)
· Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
· Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management
· Shares of exchange-traded funds (ETFs)
· Shares of closed-end funds
· Options on securities
· Securities futures
· Interest in private placement securities (other than Wellington Management Sponsored Products)
· Shares of funds managed by Wellington Management (other than money market funds)

 

Please see Appendix A for a detailed summary of reporting requirements by security type.

 

Web Resource: Wellington-Managed Fund List

An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds' rules on short-term trading of fund shares.

 

For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

 

Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.

Still Not Sure? Contact Us

If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

Accounts Not Requiring Reporting

You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:

· Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee
· Accounts maintained directly with Wellington Trust Company or other Wellington Management Sponsored Products

 

 
 

Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.

Managed Account Exemptions

An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics’ personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.

 

Web Resource: Managed Account Letter

To request a managed account exemption, complete the Managed Account Letter available through the Code of Ethics System under Documents.

Designated Brokers For U.S. Reportable Accounts

U.S-based reportable accounts must be held at one or more of the brokers on the Designated Brokers List. This requirement does not apply to managed accounts that are exempt from certain provisions of the Code of Ethics, employee stock purchase and stock option plans and other accounts (including pension, retirement and compensation accounts) required to be held at a specific broker.

 

New employees must transfer all reportable accounts to a Designated Broker within 45 days from the start of their employment.

 

Web Resource: Designated Brokers List

The Designated Brokers List is available on the Intranet and the Code of Ethics System under Documents.

 

What Are the Reporting Responsibilities for All Personnel?

Initial and Annual Holdings Reports

You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.

For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

 

For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

 

At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

 

Non-volitional transactions include:

· Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions
 
 
· Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)

Quarterly Transactions Reports

You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the report, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

 

Web Resource: How to File Reports on the Code of Ethics System

Required reports must be filed electronically via the Code of Ethics System. Please see the Code of Ethics System’s homepage for more details.

Duplicate Statements and Trade Confirmations

For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 11.

What Are the Preclearance Responsibilities for All Personnel?

Preclearance of Publicly Traded Securities

You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A . Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

 

Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

 

If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team.

 

Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

 

Web Resource: How to File a Preclearance Request

Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.

 
 

Caution on Short Sales, Margin Transactions, and Options

You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.

Preclearance of Private Placement Securities

You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:

· an investment in the securities is likely to result in future conflicts with client accounts (e.g., upon a future public offering), and
· you are being offered the opportunity due to your employment at or association with Wellington Management.

 

If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.

 

To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products ), including collective investment funds and common trust funds maintained by Wellington Trust Company, NA, our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.

 

Web Resource: Private Placement Approval Form

To request approval for a private placement, complete the Private Placement Approval Form available through the Code of Ethics System under Documents.

 

 

 

What Are the Additional Requirements for Investment Professionals?

If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio managers, backup portfolio managers, investment team members), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients’ interests first whenever you transact in securities that are also held in client accounts you manage.

 

 
 

The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.

 

· Investment Professional Blackout Periods –You cannot buy or sell a security for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, You may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.

 

If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the client’s best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team (by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 [x68330]) or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.

· Short Sales by an Investment Professional – An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.
 
 

 

Gifts and Entertainment

Our guiding principle of “client, firm, self” also governs the receipt of gifts and entertainment from clients, consultants, broker/dealers, research providers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

 

Accepting Gifts – You may only accept gifts of nominal value, which include logoed items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent per year from a single source. You may not accept a gift of cash, including a cash equivalent such as a gift card, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

 

Accepting Business Meals – Business meals are permitted provided that neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of your proportionate share of the total cost of the meal if the approximate value of the meal is more than US$100 or the local equivalent.

 

Accepting Entertainment Opportunities – The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, broker/dealers, research providers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions:

 

1) A representative of the hosting organization must be present;
2) The primary purpose of the event must be to discuss business or to build a business relationship;
3) You must receive prior approval from your business manager;
4) If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of the entertainment opportunity; and
5) For all other entertainment opportunities, the host must be reimbursed for the full face value of any entertainment ticket(s) if:
· the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e.g., a major sporting event),
· you wish to accept more than one ticket, or
· the host has invited numerous Wellington Management representatives.

 

Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

 

Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present .

 

Lodging and Air Travel – You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management’s travel manager.

 

 
 

Soliciting Gifts, Entertainment Opportunities, or Contributions – In your capacity as an employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.

 

Sourcing Entertainment Opportunities – You may not request tickets to entertainment events from the firm’s Trading department or any other Wellington Management department or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.

Outside Activities

While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients’ interests. As a result, all significant outside business or charitable activities (e.g., additional employment, consulting work, directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.

Client Confidentiality

Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.

 

 

 

 

 

 

 

 

 

 
 

How We Enforce Our Code of Ethics

Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

 

It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

 

Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:

· a warning
· referral to your business manager and/or senior management
· reversal of a trade or the return of a gift
· disgorgement of profits or of the value of a gift
· a limitation or restriction on personal investing
· termination of employment
· referral to civil or criminal authorities

 

If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.

Exceptions from the Code of ethics

The Chief Compliance Officer may grant an exception from the Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.

Closing

As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember “client, firm, self” is our most fundamental guiding principle.

 
 

Appendix A – Part 1

No Preclearance or Reporting Required:

· Open-end investment funds not managed by Wellington Management 1
· Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management
· Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom
· Cash
· Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents 2
· Bankers’ acceptances, CDs, commercial paper
· Wellington Trust Company Pools
· Wellington Sponsored Hedge Funds
· Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives
· Options, forwards, and futures on commodities and foreign exchange, and associated derivatives
· Transactions in approved managed accounts

Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):

· Open-end investment funds managed by Wellington Management 1 (other than money market funds)
· Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management
· Futures and options on securities indices
· ETFs listed in Appendix A – Part 2 and derivatives on these securities
· Gifts of securities to you or a reportable account
· Gifts of securities from you or a reportable account
· Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)

Preclearance and Reporting of Securities Transactions Required:

· Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
· Stock (common and preferred) or other equity securities, including any security convertible into equity securities
· Closed-end funds
· ETFs not listed in Appendix A – Part 2
· American Depositary Receipts
· Options on securities (but not their non-volitional exercise or expiration)
· Warrants
· Rights
· Unit investment trusts

 

 
 

Prohibited Investments and Activities:

· Initial public offerings (IPOs) of any securities
· Single-stock futures 2
· Options expiring within 60 days of purchase
· Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
· Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
· Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
· Securities on the firmwide restricted list
· Profiting from any short-term (i.e., within 60 days) trading activity
· Securities of broker/dealers or their affiliates with which the firm conducts business
· Securities of any securities market or exchange on which the firm trades
· Using a derivative instrument to circumvent the requirements of the Code of Ethics
· Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer

 

 

 
 

Appendix A – Part 2
ETFs Approved for Personal Trading Without Preclearance (but Requiring Reporting)

All regional/country exchange share listings of ETFs listed are also approved

This is a partial list. The complete and up-to-date list is available on the Code of Ethics System on the Intranet.

 

Ticker Name
United States: Equity
AAXJ iShares MSCI All COUNTRY ASIA
ACWI iShares MSCI ACWI Index Fund
BRF Market Vectors Brazil Small-CA
DIA DIAMONDS Trust SERIES I
DVY iShares DJ Select Dividend
ECH iShares MSCI Chile Investable
EEB Claymore/BNY BRIC ETF
EEM iShares MSCI EMERGING MKT IN
EFA iShares MSCI EAFE INDEX FUND
EFG iShares MSCI EAFE GROWTH INX
EFV iShares MSCI EAFE VALUE INX
EPI Wisdomtree India Earnings Fund
EPP iShares MSCI PACIFIC EX JPN
EWA iShares MSCI AUSTRALIA INDEX
EWC iShares MSCI CANADA
EWG iShares MSCI GERMANY INDEX
EWH iShares MSCI HONG KONG INDEX
EWJ iShares MSCI JAPAN INDEX FD
EWM iShares MSCI MALAYSIA
EWS iShares MSCI SINGAPORE
EWT iShares MSCI TAIWAN INDEX FD
EWU iShares MSCI UNITED KINGDOM
EWY iShares MSCI SOUTH KOREA IND
EZU iShares MSCI EMU
FXI iShares FTSE/XINHUA CHINA 25
GDX Market Vectors Gold Miners
GDXJ Market Vectors Gold Miners Min
IBB iShares NASDAQ BIOTECH INDX
ICF iShares COHEN & STEERS RLTY
IEV iShares S&P EUROPE 350
IGE iShares GOLDMAN SACHS NAT RE
IJH iShares S&P Midcap 400
 
 

 

IJJ iShares S&P Midcap 400/VALUE
IJK iShares S&P Midcap 400/GRWTH
IJR iShares S&P SmallCap 600
IJS iShares S&P SmallCap 600/VAL
IJT iShares S&P SmallCap 600/GRO
ILF iShares S&P Latin Amer 40 IDX
INP iPath MSCI India Index ETN
IOO iShares S&P GLOBAL 100
IVE iShares S&P 500 VALUE INDEX
IVV iShares S&P 500 INDEX FUND
IVW iShares S&P 500 GROWTH INDEX
IWB iShares Russell 1000 INDEX
IWD iShares Russell 1000 VALUE
IWF iShares Russell 1000 GROWTH
IWM iShares Russell 2000
IWN iShares Russell 2000 VALUE
IWO iShares Russell 2000 GROWTH
IWP iShares Russell Midcap GRWTH
IWR iShares Russell Midcap INDEX
IWS iShares Russell Midcap VALUE
IWV iShares Russell 3000 INDEX
IXC iShares S&P GLBL ENERGY SECT
IYR iShares DJ US REAL ESTATE
IYW iShares DJ US TECHNOLOGY SEC
MDY Midcap SPDR Trust SERIES 1
MOO Market Vectors AGRIBUSINESS
OEF iShares S&P 100 INDEX FUND
PBW PowerShares WILDERHILL CLEAN ENERGY
PFF iShares S&P PREF STK INDX FN
PGX Powershares Preferred Portfolio
PHO PowerSharesGLOBAL WATER
QID ProShares UltraShort QQQ
QLD ProShares Ultra QQQ
QQQ PowerShares QQQ
RSP Rydex S&P EQUAL WEIGHT ETF
RSX Market Vectors RUSSIA ETF
RWM ProShares Short Russell 2000
RWR DJ Wilshire REIT ETF
RWX SPDR DJ WILS INTL RE
 
 

 

SCZ iShares MSCI EAFE Small Cap In
SDS ProShares UltraShort S&P500
SDY SPDR Divident ETF
SH ProShares Short S&P500
SKF ProShares UltraShort FINANCIALS
SPY SPDR Trust SERIES 1
SRS UltraShort REAL ESTATE ProShares
SSO ProShares Ultra S&P500
TWM UltraShort Russell2000 ProShares
UWM ProShares Ultra Russell2000
UYG ProShares Ultra FINANCIALS
VB Vanguard SMALL-CAP ETF
VBK Vanguard SMALL-CAP GRWTH ETF
VBR Vanguard SMALL-CAP VALUE ETF
VEA Vanguard EUROPE PACIFIC ETF
VEU Vanguard FTSE ALL-WORLD EX-U
VGK Vanguard EUROPEAN ETF
VIG Vanguard DIVIDEND APPREC ETF
VNQ Vanguard REIT ETF
VO Vanguard MID-CAP ETF
VPL Vanguard PACIFIC ETF
VTI Vanguard TOTAL STOCK MKT ETF
VTV Vanguard VALUE ETF
VUG Vanguard GROWTH ETF
VV Vanguard LARGE-CAP ETF
VWO Vanguard EMERGING MARKET ETF
VXX iPath S&P 500 VIX
XLB MATERIALS Select SECTOR SPDR
XLE ENERGY Select SECTOR SPDR
XLF FINANCIAL Select SECTOR SPDR
XLI INDUSTRIAL Select SECT SPDR
XLK TECHNOLOGY Select SECT SPDR
XLP CONSUMER STAPLES SPDR
XLU UTILITIES Select SECTOR SPDR
XLV HEALTH CARE Select SECTOR
XLY CONSUMER DISCRETIONARY Select SPDR
XME SPDR S&P Metals & Mining ETF
XOP S&P Oil & Gas Expland Prod
 
 

 

 

 

United States: Fixed Income

AGG iShares Lehman AGG BOND FUND
BIV Vanguard Intermediate-Term Bon
BSV Vanguard Total Bond Market
BOND PIMCO Total Return Bond ETF
BSV Vanguard Short-Term Bond ETF
BWX SPDR barclays Int Trea Bnd ETF
BZF Wisdomtree Brazilian Real Fund
CYB Wisdomtree Dreyfus China Yuan Fund
ELD Wisdomtree Emerging Markets Bond ETF
EMB JPM Emerging Markets Bond ETF
HYG iShares IBOXX H/Y CORP BOND
IEF iShares Lehman 7-10YR TREAS
IEI iShares Lehman 3-7 YEAR TREASURY
JNK SPDR Barclays Capital High Yield Bond ETF
LQD iShares GS$ INVESTOP CORP BD
MBB iShares MBS Bond Fund
MUB iShares S&P National Municipal Bond Fund
PCY Powershares EM MAR SOV DE PT
PST ProShares UltraShort Lehman 7-10 Year Treasury
SHY iShares Lehman 1-3YR TRS BD
TBF ProShares Short 20+ Treasury
TBT UltraShort Lehman 20+ Year Treasury ProShares
TIP iShares Lehman TRES INF PR S
TLT iShares Lehman 20+ YR TREAS
VCSH Vanguard Short-Term Corporate
United States: Commodity Trusts and ETNs
AMJ JPMorgan Alerian MLP Index ETN
CORN Corn ETF
COW iPath DJ-AIG Livestock TR Sub-Index
DBA Powershares DB Agriculture Fund
DBB Powershares DB Base Metals Fund
DBC Powershares DB Commodity Index
DBE Powershares DB Energy Fund
DBO Powershares DB Oil Fund
DBP Powershares DB Precious Metals Fund
DGZ Powershares DB Gold Short ETN
DJP iPath Dow Jones - AIG Commodity
DNO Unicted States Short Oil Fund L
 
 

 

GAZ iPath DJ-AIG Natural Gas TR Sub-Index
GLD StreetTRACKS Gold Fund
GLL UltraShort Gold
GSG iShares S&P GSCI Commodity Index
JJA iPath DJ-AIG Agriculture TR Sub-Index
JJC iPath DJ-AIG Copper TR Sub-Index
JJE iPath DJ-AIG Energy TR Sub-Index
JJG iPath DJ-AIG Grains TR Sub-Index
JJM iPath DJ-AIG Industrial Metals TR Sub-Index
JJN iPath DJ-AIG Nickel TR Sub-Index
JJS iPath DJ-AIG Softs TR Sub-Index
JJU iPath DJ-AIG Aluminum TR Sub-Index
SGG iPath DJ-UBS Sugar Subindex TR
SLV iShares Silver Trust
UCO Ultra DJ-AIG Crude Oil
UGA United States Gasoline Fund
UGL Ultra Gold
UHN United States Heating Oil Fund
UNG United States Natural Gas Fund
USO United States Oil Fund
ZSL UltraShort Silver
United States: Currency Trusts
DBV Powershares DB G10 Currency Harvest Fund
EUO UltraShort Euro
FXA Australian Dollar
FXB British Pound
FXC Canadian Dollar
FXE Euro
FXF Swiss Franc
FXM Mexican Peso
FXS Swedish Krona
FXY Japanese Yen
UDN Powershares DB US Dollar Bearish Fund
UUP Powershares DB US Dollar Bullish Fund
YCS UltraShort Yen
Australia: Equity
STW.AX S&P/ASX 200 Index
England: Equity
EUN LN iShares DJ STOXX 50
 
 

 

IEEM LN iShares MSCI EMERGING MKTS
FXC LN iShares FTSE/XINHUA CHINA 25
IJPN LN iShares MSCI JAPAN FUND
ISF LN iShares PLC-ISHARES FTSE 100
IUSA LN iShares S&P 500 INDEX FUND
IWRD LN iShares MSCI WORLD
England: Fixed Income
IEBC LN iShares Barclays Capital Euro
Hong Kong: Equity
2800 HK TRACKER FUND OF HONG KONG
2823 HK iShares A50 CHINA TRACKER
2827 HK WISE - CSI 300 CHINA TRACKER
2828 HK HANG SENG H-SHARE IDX ETF
2833 HK HANG SENG INDEX ETF

 

Japan: Equity
1305 JP DAIWA ETF = TOPIX
1306 JP  NOMURA ETF - TOPIX
1308 JP  NIKKO ETF - TOPIX
1320 JP  DAIWA ETF – NIKKEI 225
1321 JP  NOMURA ETF – NIKKEI 225
1330 JP NIKKO ETF – 225

 

 

 

 

 

 

 

 

 

 

This appendix is current as of 23 June 2014, and may be amended at the discretion of the Ethics Committee.

 

 

CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

 

For

 

Lazard Asset Management LLC

Lazard Asset Management Securities LLC

Lazard Asset Management (Canada), Inc.

 

And

 

Certain Registered Investment Companies

 

This Code of Ethics and Personal Investment Policy (the “Policy” or this “Code”) has been adopted by Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada), Inc. (collectively “LAM”), and the U.S.-registered investment companies advised, managed or sponsored by LAM that have adopted this Policy (“LAM Funds”), to set forth (A) the standards of business conduct expected of Covered Persons (as defined below) and (B) certain procedures designed to minimize conflicts and potential conflicts of interest between LAM employees and LAM’s clients (including the LAM Funds), and between LAM Fund directors or trustees (“Directors”) and the LAM Funds. The Policy is intended to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”) and NFA Compliance Rule 2-9. Section II of the Policy, in particular, is designed to prevent fraudulent or manipulative practices, including such practices respecting purchases or sales of Securities held or to be acquired by LAM client accounts. It is also designed to prevent such practices, including short-term trading or “market timing,” as they relate to Covered Persons’ investments in open-end mutual funds whether or not managed by LAM.

 

All employees of LAM, including employees who serve as Fund officers or directors, are treated as access persons under the Advisers Act. They are herein referred to as “Covered Persons,” and are required to adhere to this Policy as well as all laws and regulations applicable to LAM’s business activities. Consultants to LAM also may be deemed Covered Persons by LAM’s Chief Compliance Officer and his/her designees. Additionally, all Directors of the Funds are subject to this Policy as indicated below.



I. Statement of Principles

 

LAM is an investment adviser registered with the Securities and Exchange Commission and offers discretionary and non-discretionary asset management services to its clients, including the Funds. Accordingly, LAM and its employees serve as fiduciaries to these clients. This fiduciary relationship requires LAM and Covered Persons to adhere to the highest standards of ethical conduct and seek to avoid even the appearance of improper behavior. In addition, when acting as fiduciaries LAM and Covered Persons must place the interests of the firm’s clients above their

 
 

own. (Detailed descriptions of LAM’s fiduciary duties are set forth in Section 1 of the LAM Compliance Manual.)

 

In order to promote compliance with these fiduciary duties, and to manage potential conflicts of interest, LAM has adopted without limitation:

 

· The personal investment procedures set forth in Section II of this Policy;

 

· Restrictions on the provision and receipt of gifts and business entertainment, as set forth in Section 33 of the LAM Compliance Manual;

 

· The political contribution pre-clearance requirements set forth in Section 36 of the LAM Compliance Manual;

 

· The outside business activity pre-clearance requirements set forth in Section 34 of the LAM Compliance Manual;

 

· The policies promoting best execution and prohibiting directed brokerage consistent with Rule 12b-1(h)(1) under the 1940 Act, as set forth in Section 16 of the Compliance Manual;

 

· The insider trading and Lazard Information Barrier policies set forth in Section 32 of the LAM Compliance Manual; and

 

· Policies requiring adherence to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, as set forth in Section 4 of the LAM Compliance Manual.

 

LAM employees are also bound by the Lazard Ltd Code of Business Conduct and Ethics, a copy of which is published on Lazard.com.

 

Ensuring compliance with the firm’s policies and applicable laws is the responsibility of every Covered Person. LAM employees are required to report suspected violations to their supervisors or the LAM Legal & Compliance Department. As a matter of policy, LAM will not retaliate against individuals who report suspected violations in good faith. (Details of LAM’s non-retaliation policy may be found in Section 1 of the LAM Compliance Manual.)

 

 

II.         Personal Investment Policy & Procedures

 

A. Overview

 

All Covered Persons owe a fiduciary duty to LAM’s clients when conducting their personal investment transactions. Covered Persons must place the interest of clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the clients. The fundamental standard to be followed in personal securities

 
 

transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.

 

Covered Persons are reminded that they also are subject to other policies of LAM, including the policies noted above concerning insider trading and the receipt of gifts and entertainment. It bears noting that Covered Persons must never trade in a security while in possession of material, non-public information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.

 

LAM’s Chief Compliance Officer shall be responsible for supervising the firm’s implementation of this Code and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate certain of the functions under this Policy to others in the Legal & Compliance Department, and shall promptly report to LAM’s General Counsel or the Chief Executive Officer all material violations of, or material deviations from, this Policy. This Policy will be delivered as appropriate to the Directors, who also will be asked to approve any material amendments to the Policy.

 

B. Definitions

 

“Investment Personnel” of a LAM Fund or LAM, for purposes of this Policy, includes:

 

1. Any employee of the LAM Fund or LAM (or of any company in a control relationship to the LAM Fund or LAM) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the LAM Fund.

 

2. Any natural person who controls the LAM Fund or LAM and who obtains information concerning recommendations made to the LAM Fund regarding the purchase or sale of securities by the LAM Fund.

 

“Personal Securities Accounts,” for purposes of this Policy include any account in or through which a Security can be purchased or sold, which includes, but is not limited to, a brokerage account; a custody account; a bank account; an individual retirement account; a 401(k) plan account that allows investments in Securities beyond open-end mutual funds; and variable annuity accounts or variable life insurance policies that allow investments in Securities beyond open-end mutual funds. Such Personal Securities Accounts include:

 

1. Accounts in the Covered Person’s or Director’s name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A);

 

2. Accounts in the name of the Covered Person’s or Director’s spouse;

 

3. Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals
 
 

living with the Covered Person or Director or for whose support the Covered Person or Director is wholly or partially responsible (together with the Covered Person’s or Director’s spouse and minor children, “Related Persons”); [1]

 

4. Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.

 

For purposes of this Policy, Personal Securities Accounts do not include the following, and each such Account and any transaction in Securities in such Account are not subject to Section II.C through Section II.I of this Policy [2] :

 

1. Estate or trust accounts in which a Covered Person or Related Person has a beneficial interest, but no power to affect investment decisions, and fully discretionary accounts managed by LAM, another registered investment adviser, a registered representative of a registered broker-dealer or another person/entity approved by the Legal & Compliance Department are permitted to be excepted from the definition if, (i) for Covered Persons and Related Persons, the Covered Person receives permission from the Legal & Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser (or such other approved person/entity) to the account and such person with regard to investment decisions prior to execution;

 

2. Other accounts over which the Covered Person or Related Person has no direct or indirect influence or control, provided the Covered Person obtains consent to maintain the account, and permission to be excepted from the definition, by the Legal & Compliance Department;

 

3. 401(k) plan account and similar retirement accounts that permit the participant to invest only in open-end mutual funds and where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds; [3]

 

4. Accounts that may only invest in open-end mutual funds that are not LAM Funds or Sub-Advised Funds, or similar accounts ( e.g., direct investment accounts at mutual fund sponsor firms, variable annuity/life contracts issued by investment companies registered under the 1940 Act) where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds.

 

5. Qualified state tuition programs (also known as “529 Programs”) where investment options and frequency of transactions are limited by state or federal laws.

 

 
 

A “Security” or “Securities,” for purposes of this Policy, generally includes any instrument defined in Section 2(a)(36) of the 1940 Act, including the following:

 

1. stocks
2. bonds
3. shares of closed-end funds, exchange-traded funds (commonly referred to as “ETFs”), exchange-traded notes (“ETNs”) and unit investment trusts
4. shares of open-end mutual funds (including the LAM Funds or any mutual fund for which LAM serves as a sub-adviser (“Sub-Advised Funds”)) [4]
5. interests in hedge funds
6. interests in private equity funds
7. limited partnerships
8. private placements or unlisted securities
9. debentures, and other evidences of indebtedness, including senior debt and, subordinated debt
10. investment, commodity or futures contracts
11. all derivative instruments such as swaps, options, warrants and structured securities

 

For purposes of this Policy, a Security does not include:

 

1. money market mutual funds
2. U.S. Treasury obligations
3. mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government
4. bankers’ acceptances
5. bank certificates of deposit
6. commercial paper
7. high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody's), including repurchase agreements.

 

C. Opening and Maintaining Employee Accounts

 

All Covered Persons and their Related Persons must generally maintain their Personal Securities Accounts at a broker-dealer approved by the Legal & Compliance Department which will

 
 

electronically transmit Personal Securities Account information to the Financial Tracking System (the “Approved Broker-Dealers”). Covered Persons and their Related Persons who have Personal Securities Accounts at a broker-dealer that is not capable of transmitting information to the Financial Tracking System electronically generally will be required to transfer such Accounts to an Approved Broker-Dealer (including Fidelity Investments and Charles Schwab). A list of Approved Broker-Dealers is set forth in Exhibit B .

 

In rare cases, LAM’s Chief Compliance Office or his/her designee may allow Covered Persons or Related Persons to maintain Personal Securities Accounts at firms other than Approved Broker-Dealers where (A) Approved Broker-Dealers do not offer a particular investment product or service desired by the Covered Person or Related Person, or (B) a Related Person must maintain their Accounts at a specific broker-dealer, by reason of their employment, or (C) in other exceptional circumstances. Covered Persons may submit a request for exemption to the Legal & Compliance Department. For any Personal Securities Account not maintained at an Approved Broker-Dealer, Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal & Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 55 th Floor, New York, NY 10112-6300. All other provisions of this policy will continue to apply to any Personal Securities Account that is not maintained at an Approved Broker-Dealer.

 

It is the responsibility of Covered Persons to disclose all relevant Personal Securities Accounts to LAM’s Legal & Compliance Department. Pursuant to Section H below, new Covered Persons must disclose their Personal Securities Accounts, and those of their Related Persons, through the Financial Tracking System (or directly to the Legal & Compliance Department) within ten (10) calendar days of joining LAM. Existing Covered Persons must disclose new Personal Securities Accounts for which they or their Related Persons have a beneficial interest promptly to the Legal & Compliance Department, before any trading in Securities takes place.

 

D. Restrictions

 

All trades by Covered Persons or Related Persons in Securities through Personal Securities Accounts must be pre-approved through the Financial Tracking System (or directly by the Legal & Compliance Department where access to the System is not possible) pursuant to the procedures and exceptions set forth in Section E below (the “Pre-Clearance Requirement”).

 

1. Conflicts with Client Activity. Subject to the exceptions below, no Security may be purchased or sold in any Personal Securities Account seven (7) calendar days before or after a LAM client account trades in the same security (the “Blackout Period”).

 

2. Conflicts with LAM Restricted List. No Security on the LAM Restricted List may be purchased or sold in any Personal Securities Account.

 

3. 90 Day Holding Period. Securities transactions, including transactions in LAM Funds or Sub-Advised Funds and any derivatives, must be for investment purposes rather than for speculation. Consequently, subject to Section E below, Covered Persons or their Related
 
 

Persons may not purchase and sell the same Securities within ninety (90) calendar days (i.e., a security acquired may be sold on the 91 st day but not the 89 th day after acquisition), calculated on a First In, First Out (FIFO) basis (the “90 Day Hold”). Profits from sales that occur within the 90 Day Hold are subject to disgorgement or other sanctions pursuant to Section J below.

 

4. Public Offerings. No transaction for a Personal Securities Account may be made in Securities sold in an initial public offering or secondary offering.

 

5. Private Placements. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person or Related Person without the prior approval of LAM’s Chief Compliance Officer or his/her designee. Pre-approval of such investments must be requested by Covered Persons through the Financial Tracking System. In connection with any decision to approve such a private placement, the Legal & Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire Securities in a private placement must disclose that investment when the Covered Person participates in a subsequent consideration of an investment in such issuer by or for a LAM client and any decision by or made on behalf of the LAM client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.

 

6. Hedge Funds. Hedge funds are sold on a private placement basis and as noted above are subject to prior approval by LAM’s Legal & Compliance Department through the Financial Tracking System. In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his or her designee, will review a copy of the fund’s offering memorandum, subscription documents and other governing documents (“Offering Documents”), along with any side letters, as deemed appropriate in order to ensure that the proposed investment is being made in a manner that does not conflict with LAM’s fiduciary duties.

 

Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal & Compliance Department will contact the Fund of Funds Group (the “Team”) and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal & Compliance Department if the fund is on the Team’s approved list or if the Team is otherwise interested in investing client assets in the fund. If the fund is not on the Team’s approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer will generally approve the Covered Person’s investment, unless other considerations warrant denying the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal & Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Person’s request will be denied and priority will be given to the Team to invest client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Covered

 
 

Person’s investment will be reviewed by the Chief Compliance Officer or his or her designee as described above.

 

7. Short Sales. Covered Persons are prohibited from engaging directly in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has received all necessary approvals, an investment in a hedge fund interest or other permitted Security that engages in short selling is permitted. Covered Persons are prohibited from buying or otherwise taking a "long" position in a put option when they do not hold the underlying stock since this can result in a short sale on the expiration date of the contract.

 

8. Inside Information. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures (“Inside Information”) as outlined in Section 32 of the LAM Compliance Manual; and

 

9. Lazard Ltd Stock (LAZ). All trading in shares of LAZ by Covered Persons or Related Persons must be pre-cleared pursuant to Section F below, unless such trading is conducted by Lazard on behalf of Covered Persons or Related Persons through company programs. Trading in LAZ shares is subject to special trading prohibitions, the dates and conditions of which are determined by Lazard senior management; typically, LAZ trading will be prohibited beginning two weeks before each calendar quarter end through a date that is two business days after a public earnings announcement. Covered Persons are prohibited from entering into options contracts related to LAZ shares.

 

10. Levered ETFs and ETNs. Covered Persons and Related Persons are prohibited from trading in securities of levered ETFs or ETNs in their Personal Securities Accounts. These financial instruments are inconsistent with the provisions of this Code, insofar as they generally are designed to be held for short-term periods and can invite speculative trade decisions. Examples of prohibited levered ETFs and ETNs are set forth in Exhibit C .

 

11. Directorships. Covered Persons may not serve on the board of directors of any corporation or entity (other than a related Lazard entity) without the prior approval of LAM’s Chief Compliance Officer or General Counsel, pursuant to Section 34 of the LAM Compliance Manual.
12. Control of Issuer. Covered Persons and Related Persons may not acquire any security, directly or indirectly, for purposes of obtaining control of the issuer.

 

 

E. Exemptions

 

The Chief Compliance Officer or his/her designee may determine that one of the following exemptions to the Policy applies:

 

1. Exemptions from Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold .

 

a) Investments in open-end mutual funds other than LAM Funds or Sub-Advised Funds are exempt from these three requirements. However, Covered Persons and Related
 
 

Persons are required to trade in such fund shares in compliance with the applicable prospectus. For purposes of clarity, investments in LAM Funds and Sub-Advised Funds remain subject to the Blackout Period (to the extent applicable), Pre-Clearance Requirement and 90 Day Hold.

 

b) Investments in non-levered broad-based ETFs and ETNs to this Policy are also exempt from these three requirements; however, sales of any ETFs or ETNs in response to a margin call are subject to the Pre-Clearance Requirement.

 

c) Sales attributable to tax-loss harvesting by a Covered Person or Related Person are subject to the Pre-Clearance Requirement but are not subject to the 90 Day Hold or the Blackout Period.

 

d) Transactions in connection with corporate actions are also exempt from each of the Pre-Clearance Requirement, the Blackout Period and, as applicable, the 90 Day Hold.

 

e) Direct investment programs, which allow the purchase of Securities directly from the issuer without the intermediation of a broker-dealer are exempt from the Blackout Period and the 90 Day Hold, provided that: (i) the timing and size of the purchases are established by a pre-arranged schedule (e.g., dividend reinvestment plans); and (ii) the Covered Persons obtains Pre-Clearance prior to participating in such program. Covered Persons also must provide Required Reporting Information relating to such investments in the annual report as specified in Section H.4.

 

f) The Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold generally shall not apply to transactions for which the Covered Person or Related Person does not have, or has relinquished, control. Examples include trades related to (1) deferred compensation award vestings (exempt from all three); (2) the exercise of Security-related rights on a pro rata basis (exempt from all three); and (3) a commitment to trade predetermined amounts of a Security on a specific future date, pre-arranged with the Legal & Compliance Department (exempt from Blackout Period only).

 

2. Exceptions to the Pre-Clearance and/or Blackout Period

 

a) Discretionary Exceptions . Purchases or sales of Securities which receive the prior approval of the Chief Compliance Officer or, in his or her absence, another senior member of the Legal & Compliance Department, may be exempted from the Blackout Period if such purchases or sales are determined to be unlikely to have any material negative economic impact on or give rise to an appearance of impropriety with respect to any client account managed or advised by LAM. For example, the Chief Compliance Officer or his/her designee may find no conflicts or improprieties where client activity within a Blackout Period is related to non-material inflows or outflows rather than discretionary investment decisions.

 

 
 
b) De Minimis Exemptions . The Blackout Period shall not apply to any transaction in (1) an equity Security which does not exceed an aggregate transaction amount of $50,000 of the security, provided the issuer has a market capitalization greater than US $5 billion; (2) an equity Security which does not exceed an aggregate transaction amount of $25,000 of the security, provided the issuer has a market capitalization between US $500 million and US $5 billion; and (3) fixed income Securities, or series of related transactions, involving up to $25,000 face value of that fixed income security, provided that the issuer has a market capitalization of greater than US $5 billion for its equity Securities.

 

For purposes of clarity, any Securities subject to an exception above must be included on reports required to be submitted to the Legal & Compliance Department consistent with this Policy. Exceptions are not applicable to trades in any Security on the LAM Restricted List or trades in LAZ when a corporate trading prohibition is applicable.

 

F. Prohibited Recommendations

 

No Investment Personnel shall recommend or execute any Securities transaction for any LAM client account under his/her discretionary management, without having disclosed, through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/her designee any direct or indirect interest in such Securities or issuers (including any such interest held by a Related Person). Similarly, no Investment Personnel shall execute any Securities transaction for his/her Personal Securities Account without having disclosed through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/he designee, any direct or indirect interest that LAM client accounts under his/her discretionary management may have. The interest could be in the form of:

 

1. Any direct or indirect beneficial ownership of any Securities of such issuer;

 

2. Any contemplated transaction by the person in such Securities;

 

3. Any position with such issuer or its affiliates; or

 

4. Any present or proposed business relationship between such issuer or its affiliates and the Investment Personnel or any party in which such Investment Personnel have a significant interest.

 

The Exceptions in Section E(2), above, may apply to the pre-clearance requests subject to this Section F, within the discretion of the Chief Compliance Officer or his/her designee.

 

G. Transaction Approval Procedures – Financial Tracking System

 

All Security transactions by Covered Persons and Related Persons in Personal Securities Accounts must receive prior approval from the LAM Legal & Compliance Department as described below. To pre-clear a transaction, Covered Persons must on behalf of themselves or a Related Person:

 

 
 
1. Electronically complete and “sign” the relevant trade request form in the Financial Tracking system, completing all fields accurately [https://secure.financial-tracking.com/login ].

 

2. After the request is processed, the Covered Person will be notified by the Financial Tracking System if the order is approved or not approved. If the order is approved, the Covered Person or Related Person is responsible to transmit the order to the broker-dealer where his or her account is maintained.

 

Trade approvals from the Financial Tracking System are only valid for the business day in which they are issued . If the approved trade is not executed by the broker-dealer of the Covered Person or Related Person on the business day the approval is received, the proposed trade must be re-submitted to the Financial Tracking System for re-approval.

 

Pre-clearance requests will be processed though the Financial Tracking System each business day from approximately 8:30 a.m. ET through 3:45 p.m. ET . The Legal & Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. This is especially the case where pre-clearance requests are received late in the business day. Certain factors, such as time of day the order is submitted or length of time it takes to confirm client activity, all play a role in the length of time it takes to preclear a transaction.

 

 

H. Required Reporting

 

1. Initial Certification. Within 10 days of becoming a Covered Person, such Covered Person must submit to the Legal & Compliance Department an acknowledgement that they have received a copy of this Policy, and that they have read and understood its provisions.

 

2. Initial Holdings Report. Within 10 days of becoming a Covered Person, the Covered Person must submit to the Legal & Compliance Department a statement of all Securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title, number of shares and principal amount of each Security, (ii) the name of any broker, dealer, insurance company, or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person; (i), (ii) and (iii), together with any other information required by the Financial Tracking System, being the “Required Reporting Information”. The Required Reporting Information provided in this statement must be current as of a date no more than 45 days prior to the Covered Person’s date of employment at LAM.

 

3. Quarterly Report. Within 30 days after the end of each calendar quarter, each Covered Person must provide a statement including the Required Reporting Information to the Legal & Compliance Department via the Financial Tracking System relating to Securities transactions executed during the previous quarter for all Personal
 
 

Securities Accounts and any new Personal Securities Accounts in which any Securities were held established during the previous quarter for the direct or indirect benefit of the Covered Person. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

 

4. Annual Report. Each Covered Person shall submit within 45 days after the end of each calendar year an annual report to the Legal & Compliance Department via the Financial Tracking System showing, as of the end of the calendar year the Required Reporting Information for each account in which any Securities are held for the direct or indirect benefit of the Covered Person or Related Persons. For purposes of clarity, a Covered Person’s investments in any direct investment program must be reported on the Covered Person’s annual report.

 

5. Annual Certification. All Covered Persons are required to certify annually via the Financial Tracking System that they have (i) read and understand this Policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all Personal Securities Accounts and transactions required to be disclosed or reported pursuant to this Code. LAM will maintain a copy of this Policy on the intranet site accessible to all Covered Persons, and its annual certification request will identify the location of the Policy to all Covered Persons. Amendments to the Policy, if any, will be transmitted to Covered Persons electronically.

 

I. Fund Directors.

 

Each Director who is not an “interested person” (as defined in the 1940 Act) of a LAM Fund and who would be required to provide reports pursuant to Section II.H of this Policy solely by reason of being a Director is excepted from such reporting requirements pursuant to Rule 17j-1(d)(2), except that the Director shall make a quarterly report to the Legal & Compliance Department of transactions in Securities if the Director knew or, in the ordinary course of fulfilling his or her official duties as a Director should have known, that during the 15-day period immediately before or after the Director's transaction a LAM Fund on whose board the Director serves purchased or sold a Security, or the LAM Fund or LAM considered purchasing or selling the Security.

 

J. Sanctions.

 

The Legal & Compliance Department shall track all violations of this Policy and may impose appropriate sanctions, including without limitation warnings, disgorgement of trading profits to charity, and suspension of personal trading privileges. The Department shall report all material violations to LAM’s Chief Executive Officer or General Counsel, who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fines, or suspension / termination of the violator’s employment.

 

 

 

 
 

K. Retention of Records.

 

All records relating to personal Securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal & Compliance Department shall have the responsibility for maintaining records created under this policy.

 

L. Board Review.

 

The Chief Compliance Officer shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report regarding activity under this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

 

M. Other Codes of Ethics.

 

To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or, for an open-end Fund only, principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.

 

 

 
 

 

 

Exhibit A

 

EXPLANATION OF BENEFICIAL OWNERSHIP


You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or indirect “Pecuniary Interest” in the Securities.

 

You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

 

The following are examples of an indirect Pecuniary Interest in Securities:

 

1. Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. “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 any adoptive relationship.

 

2. Your interest as a general partner in Securities held by a general or limited partnership.

 

3. Your interest as a manager-member in the Securities held by a limited liability company.

 

4. A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function.

 

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.

 

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

 

1. Your status as a trustee where either you or a member of your immediate family is a trust beneficiary.

 

2. Your status as a trust beneficiary and you have or share investment control over trust transactions.

 

3. Your status as a settler of a trust if you have the right to revoke the trust without the consent of a beneficiary and you have or share investment control over the Securities in the trust.

 

 
 

The foregoing is only a summary of the meaning of “beneficial ownership”. For purposes of the attached policy, “beneficial ownership” shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

 

 

 
 

 

 

Exhibit B

 

APPROVED BROKER-DEALERS

 

PREFERRED BROKERS

Fidelity

Charles Schwab

 

OTHER APPROVED BROKERS

Ameriprise

E Trade

Interactive Brokers

Merrill Lynch

Morgan Stanley

Scottrade

TD Ameritrade

UBS

 
 

 

Exhibit C

 

PROHIBITED LEVERED ETFs AND ETNs (EXAMPLES)

 

 

Ticker Name
AGA DB AGRICULTURE DOUBLE SHORT
AGLS ADVSHRS ACCUVEST GBL LNG SHR
AGQ PROSHARES ULTRA SILVER
AMJL CREDIT SUISSE X-LINKSMP2XLVGALRN
BAR DIREXION DAILY GOLD BULL 3X
BARS DIREXION DAILY GOLD BEAR 3X
BDCL ETRACS 2X WELLS FARGO BDCI
BDD DB BASE METALS DOUBLE LONG
BGU DIREXION DAILY LARGE CAP BULL 3X
BGZ DIREXION DAILY LARGE CAP BEAR 3X
BIB PROSHARES ULTRA NASD BIOTECH
BIS PROSHARES ULTRASHORT NAS BIO
BOIL PROSHARES ULTRA BLOOMBERG NA
BOM DB BASE METALS DOUBLE SHORT
BRIL DIREXION DAILY BRIC BULL 3X
BRIS DIREXION DAILY BRIC BEAR 3X
BRZS DIREXION DAILY BRAZIL BEAR 3
BRZU DIREXION DAILY BRAZIL BULL 3
BUNT DB 3X GERMAN BUND FUTURES
BXDC BARCLAYS ETN+SHORT C S&P 500
BXDD BARCLAYS ETN+SHORT D S&P 500
BXUB BARCLAYS ETN+LONG B S&P 500
BXUC BARCLAYS ETN+LONG C S&P 500
BZQ PROSHARES ULTRASHORT MSCI BR
CEFL ETRACS MONTH PAY 2X LEV C/E
CHAU DIREXION DAILY CSI 300 CHI A BULL 2X
CLAW DIREXION DLY HOMEBLD SUP BEAR 3X
CMD ULTRASHORT DJ-UBS COMMODITY  PR
COWL DIREXION DLY AGRI BULL 3X
COWS DIREXION DAILY AGRI BEAR 3X
CROC PROSHARES ULTRASHORT AUD
CSMB X-LINKS 2XLEVRG MERGER ARB
CURE DIREXION HEALTHCARE BULL 3X
CZI DIREXION CHINA BEAR 3X SHARES
 
 

 

CZM DIREXION CHINA BULL 3X SHARES
DAG DB AGRICULTURE DOUBLE LONG
DDM PROSHARES ULTRA DOW30
DEE DB COMMODITY DOUBLE SHORT
DGAZ VELOCITYSHARES 3X INVERSE NA
DGLD VELOCITYSHARES 3X INVERSE GO
DGP DB GOLD DOUBLE LONG ETN
DIG PROSHARES ULTRA OIL & GAS
DPK DIREXION DAILY DEV M BEAR 3X
DPST DIREXION DLY REG BANKS BULL 3X
DRIP DIREXION DLY SP OIL GAS EXP BEAR 3X
DRN DIREXION DLY REAL EST BULL3X
DRR MARKET VECTORS DBL SHORT EUR
DRV DIREXION DLY REAL EST BEAR3X
DSLV VELOCITYSHARES 3X INVERSE SI
DSTJ JPMORGAN 2X SHORT TREASURY
DSXJ JPMORGAN 2X SHORT 10 YR TREA
DTO DB CRUDE OIL DOUBLE SHORT
DUG PROSHARES ULTRASHORT OIL&GAS
DUST DIREXION DAILY GOLD MINERS I
DVHL ETRACS MON PAY 2XLEV HI INC
DVYL ETRACS 2X DJ SEL DVD ETN
DWTIF VELOCITYSHARES 3X INVERSE CR
DXD PROSHARES ULTRASHORT DOW30
DXO POWERSHARES DB CRUDE OIL 2X
DYY DB COMMODITY DOUBLE LONG
DZK DIREXION DLY DEV MKT BULL 3X
DZZ DB GOLD DOUBLE SHORT ETN
EDC DIREXION DLY EMG MKT BULL 3X
EDZ DIREXION DLY EMG MKT BEAR 3X
EET PROSHARES ULT MSCI EMER MKTS
EEV PROSHARES ULTSHRT MSCI EM
EFO PROSHARES ULTRA MSCI EAFE
EFU PROSHARES ULTSHRT MSCI EAFE
EMLB IPATH LONG ENHANCED MCSI EM IN
EMSA IPATH SE MSCI EM INDEX ETN
EPV PROSHARES ULTRASHORT FTSE EU
ERX DIREXION DAILY ENERGY BUL 3X
ERY DIREXION DLY ENERGY BEAR 3X
EUO PROSHARES ULTRASHORT EURO
EURL DIREXION DAILY FTSE EUROPE B
EURZ DIREXION DAILY FTSE EUROPE B
EWV PROSHARES ULTSHRT MSCI JAPAN
 
 

 

EZJ PROSHARES ULTRA MSCI JAPAN
FAS DIREXION DAILY FIN BULL 3X
FAZ DIREXION DAILY FINL BEAR 3X
FBG FI ENHANCED BIG CAP GR ETN
FBGX FI ENHANCED LARGE CAP GROWTH
FCGL DIREXION DAILY NATURAL GAS
FEEU FI ENHANCED EUROPE 50 ETN
FIBG CS FI ENHANCED BIG CAP GROW
FIEG FI ENHANCED GLOBAL HI YLD
FIEU CS FI ENHANCED EUROPE 50 ETN
FIGY FI ENHANCED GLOBAL HIGH YLD
FINU PROSHARES ULTRAPRO FINANCIAL
FINZ PROSHARES ULTRAPRO SHORT FIN
FLGE FI LARGE CAP GROWTH ENHANCED
FOL FACTORSHARES 2X: OIL-S&P500
FSA FACTORSHARES 2X: TBD-S&P500
FSE FACTORSHARES 2X: S&P500-TBD
FSG FACTORSHARES 2X: GOLD-S&P500
FSU FACTORSHARES 2X: S&P500-USD
FXP PROSHARES ULTRASHORT FTSE CH
GASL DIREXION DLY NAT GAS BULL 3X
GASX DIREXION DLY NAT GAS BEAR 3X
GDAY PROSHARES ULT AUSTRALIAN DOL
GLDL DIREXION DAILY GOLD BULL 3X
GLDS DIREXION DAILY GOLD BEAR 3X
GLL PROSHARES ULTRASHORT GOLD
GUSH DIREXION DLY SP OIL GAS EXP BULL 3X
HAKD DIREXION DAILY CYBER SEC BEAR 2X
HAKK DIREXION DAILY CYBER SEC BULL 2X
HBU PROSHARES ULTRA HOMEBUILDERS  
HBZ PROSHARES ULTRA SHORT HOMEBLD
HOML ETRACS MON RESET 2X LEV ISE EHB
HYDD DIREXION DAILY HIGH YIELD BEAR 2X
IGU PROSHARES ULTRA INVEST GRADE
INDL DIREXION DAILY MSCI INDIA BU
INDZ DIREXION DAILY INDIA BEAR 3X
IPLT 2X INVERSE PLATINUM ETN
ITLT POWERSHARES DB 3X ITAL TR BD
J10L GUGGENHEIM INVERSE 2X S&P 50
J10U GUGGENHEIM 2X S&P 500 ETF
JDST DIREXION DLY JR GOLD BEAR 3X
JGBD DB 3X INVERSE JAPANESE GOVT
JGBT DB 3X JAPANESE GOVT BND FUT
 
 

 

JNUG DIRXN DAILY JR BULL GOLD 3X
JPNL DIREXION DAILY JAPAN 3X BULL
JPNS JAPAN DAILY JAPAN 3X BEAR
JPX PROSHARES U/S MSCI PAC X-JPN
KOLD PROSHARES ULTRASHORT BLOOMBE
KORU DIREXION DAILY SK BULL 3X
KORZ DIREXION DAILY SOUTH KOREA
KRU PROSHARES ULTRA S&P REGIONAL
LABD DIREXION DAILY SP BIOTECH BEAR 3X
LABU DIREXION DAILY SP BIOTECH BULL 3X
LBJ DIREXION DLY LAT AMER BULL3X
LBND DB 3X LONG 25+ YEAR TREASURY
LHB DIREXION DLY LATIN AMER 3X
LMLP ETRACS MNTH PAY 2XL WF MLP
LPLT 2X LONG PLATINUM ETN
LRET ETRACS MON PAY 2XLEV MSCI SU REIT
LSKY ETRACS MONTHLY 2XLEVERAGED ISE
LTL PROSHARES ULTRA TELECOMMUNIC
MATL DIREXION DLY BAS MAT BULL 3X
MATS DIREXION DLY BAS MAT BEAR 3X
MDLL DIREXION DAILY MID CAP BULL 2X
MFLA IPATH LE MSCI EAFE INDEX ETN
MFSA IPATH SE MSCI EAFE INDEX ETN
MIDU DIREXION DLY MID CAP BULL 3X
MIDZ DIREXION DLY MID CAP BEAR 3X
MLPL ETRACS 2X LEV LG ALERIAN MLP
MLPQ ETRACS 2X MON LEV ALER MLP INFRA
MLPZ ETRACS 2X MON LEV SP MLP INDEX B
MORL ETRACS MONTHLY PAY 2XLEVERAG
MVV PROSHARES ULTRA MIDCAP400
MWJ DIREXION DAILY MID CAP BULL 3X SHA
MWN DIREXION DAILY MID CAP BEAR 3X SH
MZZ PROSHARES ULTSHRT MIDCAP400
NAIL DIREXION DAILY HOMEBL SUP BULL 3X
NUGT DIREXION DAILY GOLD MINERS I
PILL DIREXION DLY PHARMA MED BULL 2X
PILS DIREXION DLY PHARMA MED BEAR 2X
PST PROSHARES ULTRASHORT 7-10 YR
QID PROSHARES ULTRASHORT QQQ
QLD PROSHARES ULTRA QQQ
REA RYDEX 2X ENERGY
REC RYDEX INV 2X S&P ENERGY
RETL DIREXION DLY RETAIL BULL 3X
 
 

 

RETS DIREXION DLY RETAIL BEAR 3X
REW PROSHARES ULTRASHORT TECH
RFL RYDEX 2X FINANCIAL
RFN RYDEX INV 2X FINANCIAL
RHM RYDEX 2X HEALTH CARE
RHO RYDEX INV 2X HEALTH CARE
RMM RYDEX 2X S&P MIDCAP 400 ETF
RMS RYDEX INVERSE 2X S&P MIDCAP
ROLA IPATH LX RUSSELL 1000 ETN
ROM PROSHARES ULTRA TECHNOLOGY
ROSA IPATH SX RUSSELL 1000 ETN
RRY RYDEX 2X RUSSELL 2000 ETF
RRZ RYDEX INVERSE 2X RUSS 2000
RSU GUGGENHEIM 2X S&P 500 ETF
RSU GUGGENHEIM 2X S&P 500 ETF
RSW GUGGENHEIM INVERSE 2X S&P 50
RSW1 GUGGENHEIM INVERSE 2X S&P 50
RTG RYDEX 2X TECHNOLOGY
RTLA IPATH LX RUSSELL 2000 ETN
RTSA IPATH SX RUSSELL 2000 ETN
RTW RYDEX INV 2X TECHNOLOGY
RUSL DIREXION RUSSIA BULL 3X
RUSS DIREXION DLY RUSSIA BEAR 3X
RWXL UBS ETRACS M PY 2XLVG DJ INTL RELES  
RXD PROSHARES ULTRASHORT HEALTH
RXL PROSHARES ULTRA HEALTH CARE
SAA PROSHARES ULTRA SMALLCAP600
SBND DB 3X SHORT 25+ YEAR TREAS
SCC PROSHARES ULTRASHORT CONS SV
SCO PROSHARES ULTRASHORT BLOOMBE
SDD PROSHARES ULTRASHORT SC600
SDK PROSHARES ULTSHRT RUS MC GRW
SDOW PROSHARES ULTPRO SHRT DOW30
SDP PROSHARES ULTSHRT UTILITIES
SDS PROSHARES ULTRASHORT S&P500
SDYL ETRACS 2X S&P DVD ETN
SFK PROSHARES ULTSHRT R1000 GRW
SFLA IPATH LX S&P 500 ETN
SFSA IPATH SX S&P 500 ETN
SICK DIREXION DLY HLTHCRE BEAR 3X
SIJ PROSHARES ULTSHRT INDUSTRIAL
SINF PROSHARES ULTRAPRO SHORT 10Y
SJF PROSHARES ULTSHRT R1000 VALU
 
 

 

SJH PROSHARES ULTRASHRT R2000 VA
SJL PROSHARES ULTSHRT MC VALUE
SKF PROSHARES ULTSHRT FINANCIALS
SKK PROSHARES ULTSHRT RUS 2000 G
SMDD PROSHARES ULTPRO SHRT MC400
SMHD ETRACS MON PAY 2X LEV US SM CAP H
SMK PROSHARES ULTRASHORT MSCI ME
SMLL DIREXION DAILY SM CAP BULL 2X
SMN PROSHARES ULTSHRT BASIC MAT
SOXL DIREXION DAILY SEMI BULL 3X
SOXS DIREXION DAILY SEMICON 3X
SPLX ETRACS MNTHLY RESET 2XS&P500
SPUU DIREXION DAILY S&P 500 2X
SPXL DIREXION DAILY S&P 500 BULL
SPXS DIREXION DAILY S&P 500 BEAR
SPXU PROSH ULTRAPRO SHORT S&P 500
SQQQ PROSHARES ULTRAPRO SHORT QQQ
SRS PROSHARES ULTRASHORT RE
SRTY PROSHARES ULTRAPRO SHRT R2K
SSDL ETRACS MONTHLY 2X LEV ISE SSD IND
SSG PROSHARES ULTSHRT SEMICONDUC
SSO PROSHARES ULTRA S&P500
SYTL DIREXION DAILY 7-10 YR TREA BULL 2X
SZK PROSHARES ULTSHRT CONS GOODS
TBT PROSHARES ULTRASHORT 20+Y TR
TBZ PROSHARES ULTRASHORT 3-7 TSY
TECL DIREXION DAILY TECH BULL 3X
TECS DIREXION DAILY TECH BEAR 3X
TLL PROSHARES ULTRASHORT TELECOM
TMF DIREXION DLY 20+Y T BULL 3X
TMV DIREXION DLY 20+Y TR BEAR 3X
TNA DIREXION DLY SM CAP BULL 3X
TPS PROSHARES ULTRASHORT TIPS
TQQQ PROSHARES ULTRAPRO QQQ
TTT PROSHARES ULT -3X 20+ YR TSY
TVIX VELOCITYSHARES 2X VIX SH-TRM
TVIZ VELOCITYSHARES 2X VIX MED-TM
TWM PROSHARES ULTRASHORT R2000
TWQ PROSHARES ULTSHRT RUSS 3000
TYD DIREXION DLY 7-10Y T BULL 3X
TYH DIREXION DAILY TECHNOLOGY  BULL3X
TYO DIREXION DLY 7-10Y T BEAR 3X
TYP DIREXION DAILY TECHNOLOGY BEAR3X
 
 

 

TZA DIREXION DLY SM CAP BEAR 3X
UBR PROSHARES ULTRA MSCI BRAZIL
UBT PROSHARES ULTRA 20+ YEAR TSY
UCC PROSHARES ULTRA CONS SERVICE
UCD PROSHARES ULTRA BLOOMBERG CO
UCO PROSHARES ULTRA BLOOMBERG CR
UDNT POWERSHARES DB 3X SHRT USD
UDOW PROSHARES ULTRAPRO DOW30
UGAZ VELOCITYSHARES 3X LG NAT GAS
UGE PROSHARES ULTRA CONSUM GOODS
UGL PROSHARES ULTRA GOLD
UGLD VELOCITYSHARES 3X LONG GOLD
UINF PROSHARES-ULTRAPRO 10 YR TIP
UJB PROSHARES ULTRA HIGH YIELD
UKF PROSHARES ULTRA RUS 1000 GR
UKK PROSHARES ULTRA RUSS 2000 GR
UKW PROSHARES ULTRA RUSS MC GRWT
ULE PROSHARES ULTRA EURO
UMDD PROSHARES ULTRAPRO MIDCAP400
UMX PROSHARES ULTRA MSCI MEXICO
UPRO PROSHARES ULTRAPRO S&P 500
UPV PROSHARES ULTRA FTSE EUROPE
UPW PROSHARES ULTRA UTILITIES
URE PROSHARES ULTRA REAL ESTATE
URR MARKET VECTORS DBLE LNG EURO
URTY PROSHARES ULTRAPRO RUSS2000
USD PROSHARES ULTRA SEMICONDUCT
USLV VELOCITYSHARES 3X LNG SILVER
UST PROSHARES ULTRA 7-10 YEAR TR
UUPT POWERSHARES DB 3X LNG USD
UVG PROSHARES ULTRA RUS 1000 VAL
UVT PROSHARES ULTRA RUSS2000 VAL
UVU PROSHARES ULTRA MID CAP VAL
UVXY PROSHARES ULTRA VIX ST FUTUR
UWC PROSHARES ULTRA RUSSELL 3000
UWM PROSHARES ULTRA RUSSELL2000
UWTIF VELOCITYSHARES 3X LONG CRUDE
UXI PROSHARES ULTRA INDUSTRIALS
UXJ PROSHARES ULT MSCI PAC X-JPN
UYG PROSHARES ULTRA FINANCIALS
UYM PROSHARES ULTRA BASIC MATERI
VZZ IPATH LE SP500 VIX M/T FUTUR
VZZB IPATH LE SP500 VIX  M/T FUTURES
 
 

 

WDRW DIREXION DLY REG BANKS BEAR 3X
XPP PROSHARES ULTRA FTSE CHINA50
YANG DIREXION DAILY FTSE CHINA BE
YCL PROSHARES ULTRA YEN
YCS PROSHARES ULTRASHORT YEN
YINN DIREXION DAILY FTSE CHINA BU
ZSL PROSHARES ULTRASHORT SILVER

 

 


[1] Unless otherwise indicated, all provisions of this Code apply to Related Persons.

 

[2] Except that Investment Personnel of a LAM Fund or LAM are not exempt from Section II.D.1 through Section II.D.5 of this Policy with respect to transactions in Securities through such accounts.

 

[3] In particular, LAM employee 401(k) accounts at Fidelity are not Personal Securities Accounts. However, Fidelity Broker-Link brokerage accounts that are linked to employee 401(k) accounts are Personal Securities Accounts.

[4] Aa current list of Sub-Advised Funds is maintained by LAM’s operations group and shared with the Legal & Compliance Department and is available to employees upon request.

 

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

 
 

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

 

 
 

 

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 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 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:

· ownership of a Covered Security by your spouse or minor children;
· 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;
· 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);
 
 
· your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control;
· your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities;
· 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
· 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:

· Investment Control (sole or shared) over your personal brokerage account(s);
· 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 );
· Investment Control (sole or shared) over an account(s) in the name of any family member, friend or acquaintance;
 
 

·          Involvement in an Investment Club;

·          Trustee power over an account(s); and

·          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 Complianc e 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 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 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

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 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.

Generally pre-clearance will be denied if:

 
 
· 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.
· 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:

· 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
· 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 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.

 

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 :

·    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.

·    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 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
 
 

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:

 

· Earnings estimates or dividend changes
· Positive or negative forthcoming news about an issuer
· Supplier discontinuances
· 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 :

 

· purchase or sell that security in question, including any derivatives of that security;
· recommend the purchase or sale of that security, including any derivatives of that security; or
· 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

 
 

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

 
 

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

 
 

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:

· His/her participation in any Outside Activity as described in Section 5.1 of the Code;
· His/her participation in an Investment Club as described in Section 5.2 of the Code;
· Holdings in Private Placements including hedge funds; and
· 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
 
 

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

 
 

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.

 

 
 

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:

· a letter of caution or warning (i.e. Procedures Notice);
· payment of a fine,
· requiring the employee to reverse a trade and realize losses or disgorge any profits;
· restitution to an affected client;
· suspension of personal trading privileges;
· actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and
· 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

 
 

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:

· 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;
· 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;
· 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;
· copies of Access Persons’ and Supervised Persons’ written acknowledgment of initial receipt of the Code and his/her annual acknowledgement;
· 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);
· 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
· 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

 
 

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

 
 

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.

 
 

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:
    1. 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;
    2. 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
    3. 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
 
 

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
 
 

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.

 

 

DANA MARK PREFERRED LOGO

 

 

 

DANA INVESTMENT ADVISORS, INC.

 

 

 

 

CODE OF ETHICS

 

 
 
I. INTRODUCTION

It is the policy of Dana Investment Advisors, Inc. (“Dana”) to adhere to the highest ethical standards with respect to its client relationships. Dana believes it is important that all who work at Dana understand that its role as an investment manager involves important responsibilities and carries with it certain burdens not typically assumed by other service providers. With respect to the operation of its business, Dana expects all of its employees to adhere to the highest ethical standards. Set forth below in this Code of Ethics (“Code”) are certain minimum duties and restrictions on each employee’s activities.

As a condition to continued employment, annually, all Dana employees are required to execute an Annual Certification of Receipt and Compliance (Exhibit F) regarding Dana’s Code of Ethics and complete a Potential Employee Conflicts of Interest Checklist (Exhibit E). Newly hired employees are required to acknowledge their receipt and understanding of Dana’s Code of Ethics within 15 days after being hired. Failure to execute the required certification will subject the employee to dismissal.

II. CONFIDENTIALITY POLICY

The information which clients convey to Dana must be held in the strictest confidence. Without the express permission of the respective client, no employee, officer or director of Dana shall disclose to any unauthorized person any client information. Client names, investment objectives, the amount of assets under management and other client-specific information shall not generally be disclosed to anyone but another employee of Dana. Additionally, specific management techniques and strategies used by Dana in managing client accounts are considered proprietary information and, unless otherwise authorized by the CEO of Dana, shall in all events be kept confidential. Violation of these confidentiality rules constitutes a breach of the professional ethical standards imposed by Dana and may lead to disciplinary proceedings.

As a condition to employment with Dana, each employee will be required to read and acknowledge Dana’s Confidentiality Policy as well as the Corporate Privacy Policy and Practices Statement (See Exhibit A).

III. PERSONAL SECURITIES TRANSACTIONS
A. Requirements . Each officer, director and employee of Dana is prohibited, in connection with the purchase or sale of a security:
1. To employ any device, scheme or artifice to defraud Dana or any of its clients;
2. To make any untrue statement of a material fact or omit to state to Dana or any of its clients a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
3. To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon Dana or any of its clients; or
4. To engage in any manipulative practice with respect to Dana or any of its clients.
 
 
B. Definitions .
1. “Access Person” includes (a) each director or officer of Dana; (b) each employee of Dana who in connection with his or her regular duties obtains information about the purchase or sale of a security by Dana or a client of Dana or whose functions are related to the making of such recommendations; (c) any natural person in a control relationship to Dana who obtains information concerning recommendations made by Dana with regard to the purchase or sale of a security.
2. Generally, you should consider yourself to be the “beneficial owner” of securities held by your spouse, your minor children, a relative who shares your home, or other persons if by reason of any contract, understanding, relationship, agreement or other arrangement, you obtain from such securities benefits substantially equivalent to those of ownership. You should also consider yourself the beneficial owner of securities if you can vest or re-vest title in yourself, now or in the future.
3. A security is considered “restricted” if it has been identified by either the CEO or Chief Compliance Officer (“CCO”) as having been placed in either one or more of Dana’s investment strategies. Options on restricted securities, other than covered calls, shall also be deemed to be a restricted security. For purposes of this section, non-reportable securities placed in one or more of Dana’s investment strategies shall not be deemed restricted. In addition, Exchange Traded Funds (ETFs) and ETNs that are placed in either one or more of Dana’s investment strategies shall not be deemed restricted.
4. A security is considered “non-restricted” as long as it is not identified as a restricted security.
5. A “reportable security” includes but is not limited to: all publicly traded equities, preferred stocks, corporate and convertible bonds, municipal bonds, warrants, options, exchange traded funds (ETFs), ETNs, and other similar investments. In addition, investments in non-publicly traded hedge funds, limited partnerships, and private placement arrangements shall also be considered reportable securities. A reportable security does not include: securities issued by the U.S. Government and Government Agencies, bankers’ acceptances, bank certificates of deposit, open-end mutual funds, common trusts or commingled funds which provide either an NAV or unit value at the end of each business trading day, commercial paper and other high quality short term debt instruments that when purchased will mature in less than 366 days, or any security in which transactions are effected pursuant to an automatic investment plan/program. However, with respect to automatic investment programs, any transactions that override the preset investment allocation or formula shall be considered a reportable security under this section (such as selling shares rather than purchasing them).
6. A “Covered Security” means any security as defined in Section 2(a)(36) of the Investment Company Act. A Covered Security does not include:
· 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; and
· Shares issued by open-end funds when purchased directly from an investment company registered under the Investment Company Act.
C. Policy of Dana . It is the policy of Dana Investment Advisors, Inc. to prohibit purchases by Access Persons in all restricted securities. All sale transactions involving a restricted security must first be submitted, in writing whenever possible, to either the Chief Compliance Officer or the CEO for pre-clearance. Personal security transactions by Access persons in non-restricted securities do not require pre-clearance.
D. Procedures .
1. Restricted Securities List .

Generally, personal securities transactions in restricted securities are prohibited. A complete list containing all currently restricted securities (the “Restricted Securities List”) will be posted on Dana’s internal intranet site, which is available to all Access Persons. Such list will be continually updated and should be reviewed prior to initiating a personal securities transaction in a reportable security.

2. Pre-Clearance of Trades .

All personal securities transactions involving a sale of a restricted security must first be submitted to either the Chief Compliance Officer or his or her designee, or the CEO for pre-clearance. In addition, all transactions in IPOs, non-publicly traded hedge funds, limited partnerships, and private placement arrangements must first be submitted for pre-clearance. The CCO or his or her designee, or CEO will then communicate to the Access Person whether or not such transaction(s) will be permitted. Authorization for all pre-cleared transactions shall only be effective for trades executed during the authorized time period (normally 1-2 trading days). All non-executed pre-cleared transactions must be resubmitted for pre-clearance each subsequent trading day until the desired execution is completed.

3. Reporting Transactions .

In order to provide Dana with information to enable it to determine with reasonable assurance whether the requirements set forth above are being observed by its Access Persons, each Access Person of Dana shall submit Personal Securities Transactions reports in the form attached hereto as Exhibit B to the Chief Compliance Officer or his or her designee, showing all transactions in “reportable securities” in which the person has, or by reason of such transaction acquires any direct or indirect beneficial ownership. Such reports shall be filed no later than 30 business days after the end of each calendar quarter. Dana’s Chief Compliance Officer or his or her designee shall review such reports at least quarterly. In addition to regularly filing quarterly transaction reports, each Access Person shall also file annually a complete holdings list showing all holdings of any Covered Security by security name, ticker/CUSIP, and

 
 

share amount/number of bonds/principal amount as of December 31st (i.e. copy of December 31st year end account statements) within 45 days of a calendar year end. For Access Persons hired during the calendar year, an initial holdings report dated no more than 45 days prior shall be submitted to the CCO within the first 10 business days of employment. Holdings reports do not need to be submitted for accounts that can’t hold Covered Securities (i.e. 529 accounts, variable life insurance, fixed annuities, etc.)

4. Notification to Access Persons .

Dana’s Chief Compliance Officer shall periodically notify each Access Person of their responsibilities contained within this Code of Ethics, and shall further provide to each Access Person a copy of this Code of Ethics for review at least annually and following each material amendment. Each Access Person shall at least annually, and following any material amendment, sign a written acknowledgment (see Exhibit F) demonstrating receipt, understanding and compliance with Dana’s Code of Ethics.

5. Dana’s Chief Compliance Officer shall report to the Board of Directors .
a) At the next Board of Directors meeting following the review of any report on Exhibit B with respect to each reported transaction in violation of the “Restricted Securities List”, unless the total transaction amount involved was less than $20,000.
b) With respect to any transaction not required to be reported to the Board by the operation of subparagraph (a) that the Chief Compliance Officer believes nonetheless may evidence a violation of this Code; and
c) Apparent violations of the reporting requirements stated herein.
6. The Board shall consider reports made to it hereunder and shall determine whether the policy established in paragraph III.C has been violated, and what sanctions, if any, should be imposed. The Board shall review the operation of this policy at least once a year.

If the Board determines that an Access Person has committed a violation of the Code, the Board may impose, or it may authorize the CCO to impose, sanctions and take other actions as it deems appropriate, including a letter of caution or warning, suspension of personal trading privileges, suspension or termination of employment, fine, civil referral to the SEC and, in certain cases, criminal referral. The Board may also require the offending Access Person to reverse the trades in question, forfeit any profit or absorb any loss derived there from and such forfeiture shall be disposed of in a manner that shall be determined by the board in its sole discretion. Failure to timely abide by directions to reverse a trade or forfeit profits may result in the imposition of additional sanctions.

 
 
7. Exceptions to the Code will rarely, if ever, be granted. However, the CCO may grant an occasional exception on a case-by-case basis when the proposed conduct involves negligible opportunities for abuse. All exceptions shall be requested and issued in writing. Pre-Clearance and quarterly reports are not required under this Code for transactions effected pursuant to an automatic investment plan. Quarterly reports are required, however pre-Clearance is not required under this Code for transactions placed by a discretionary Investment Advisor or Trustee that an Access person has retained to manage their account(s) and who unilaterally executes transactions on their behalf. Quarterly reports are required for executed trailing stop loss orders. Pre-Clearance is not required under this Code for trailing stop loss orders placed on non-restricted securities provided documentation of the original order entry date is retained and produced if a trailing stop loss order is subsequently executed on a security that became restricted. Quarterly reports are required, however pre-Clearance is not required under this Code for transactions in securities held in accounts over which the Access Person has no direct control, to include investment club transactions provided the Access Person does not determine the purchase and/or sale execution criteria for the club and does not take part in initiating club related securities transactions. Annual holdings reports are still required for all of the accounts described in this paragraph.
8. This Code, a copy of each report by an Access Person, any written report hereunder by the Chief Compliance Officer and lists of all persons required to make reports shall be preserved with Dana’s records for the period required by Rule 204-2 et al. of the Investment Advisers Act of 1940.
IV. INSIDER TRADING POLICIES

This Code of Ethics is based on the principle that all Access Persons of Dana Investment Advisors, Inc. have a fiduciary duty to place the interest of clients ahead of their own and Dana’s. Access Persons must avoid activities, interests and relationships that might interfere with making decisions in the best interests of Dana clients. Each Employee is obligated to comply with Dana’s Insider Trading Policies and to generally refrain from trading in any securities on the basis of inside information. A violation of Dana’s Insider Trading Compliance Policies will subject the employee to immediate discipline.

A. Insider Trading Defined . Essentially, insider trading consists of the use of material, nonpublic information in purchasing or selling a particular security (trading based on nonpublic information which, if public, could affect the price of the security traded).*

*This definition of insider trading is not to be relied upon as a legal definition. Courts and regulatory authorities construing insider trading may apply a different standard.

B. Fiduciary Duty .

As fiduciaries, all Access Persons must at all times:

1. Place the interests of advisory clients first . All Access Persons must scrupulously avoid serving their own personal interests ahead of the interests of Dana’s advisory clients. Access Persons may not induce or cause an advisory client to take action, or
 
 

not to take action, for personal benefit, rather than for the benefit of the advisory client. For example, a supervisor or employee would violate the policy by causing an advisory client to purchase a security he or she owned for the purpose of increasing the price of that security.

2. Avoid taking inappropriate advantage of their position . The receipt of investment opportunities, perquisites or gifts from persons seeking business with Dana or its advisory clients, could call into question the exercise of the independent judgment of an Access Person. Access Persons may not, for example, use their knowledge of portfolio transactions to profit by the market effect of such transactions.
3. Conduct all personal securities transactions in full compliance with this Code including both pre-clearance and reporting requirements . Doubtful situations always should be resolved in favor of Dana’s clients. Technical compliance with the Code’s provisions shall not automatically insulate from scrutiny any securities transactions or actions that indicate a violation of Dana’s fiduciary duties.
C. Procedures to be Followed .
1. Chief Compliance Officer . The Chief Compliance Officer, or other individual appointed by the CEO, shall be responsible for reviewing employee trading and maintaining and enforcing the insider trading compliance policies (the “Compliance Policies”) set forth in this document.
2. Monitoring of Employee Transactions .
a) No-Trade Order . Dana has the right at any time to name a security with respect to which no trading will be allowed. If Dana issues a no-trade order, the existence of such order and the security(ies) subject to such order are to be kept strictly confidential.
b) Reports to Dana . In accordance with Dana’s existing “personal trading policy,” all transactions should be submitted to the Chief Compliance Officer within thirty (30) days after the end of each quarter. The Chief Compliance Officer will review such information.
3. Acknowledgement . Annually, each employee will be required to sign an acknowledgment that he or she (1) has read and agrees to abide by these Compliance Policies, (2) will refrain from trading on the basis of material nonpublic information and (3) will hold Dana harmless from the consequences of any breach of these representations and warranties.

The annual execution of the Acknowledgment is a condition to continued employment. Failure to execute the Acknowledgment will subject the employee to dismissal.

4. Discipline and Enforcement . A violation of any of these Compliance Policies including the representations and warranties in the Acknowledgment will subject the
 
 

Employee to immediate discipline. Depending on the severity of the violation, discipline may include, but shall not be limited to, an oral warning, a written warning, suspension, dismissal and reporting the violations to the proper regulatory authorities.

V. OTHER DUTIES
A. Confidentiality . Access Persons are prohibited from revealing information relating to the investment intentions, activities or portfolios of advisory clients except to the person whose responsibilities require knowledge of the information.
B. Gifts . The following provisions on gifts apply to Access Persons:
1. Giving and Receiving Gifts . In general, the term “gifts” shall include both the giving and receiving of physical gifts as well as meals and entertainment. On occasion, because of their position with Dana, Access Persons may either give gifts to or receive gifts from: clients, brokers, vendors or other persons. Giving and receiving extraordinary or extravagant gifts is prohibited. When Access Persons are offered extraordinary or extravagant gifts, such gifts must be declined and returned in order to protect Dana’s reputation and integrity. Onetime gifts of nominal value not exceeding $100 (e.g., candy, pens, mugs, T-shirts, etc.) are allowed whether alone, or in the aggregate if there are multiple gifts at the same time. Single gifts of $100 or more in value during any twelve month period, (e.g. customary business meals, entertainment and sporting activities) are also allowed, but must be disclosed on the employee’s quarterly Gifts Report (see Exhibit C). In addition, nominal gifts shall also be reported on the employee’s next quarterly gift reporting when the total value of nominal gifts either received from or given to the same party during the prior twelve months will exceed $100. Access persons are encouraged to seek pre-clearance from the CCO for any gifts that might reasonably be seen to violate the firm’s gift policy.
2. Giving and Receiving Gifts: Dana Mutual Funds . Dana Access Persons are prohibited from accepting gifts and entertainment of any value from persons doing business or hoping to do business, with a Registered Investment Company (i.e. mutual fund) that Dana acts as Advisor or Sub-Advisor to. Access persons are encouraged to seek pre-clearance from the CCO for any gifts that might reasonably be seen to violate the firm’s gift policy.
3. Solicitation of Gifts . Access Persons are prohibited from soliciting gifts of any value under any circumstances.
4. Gift or Inheritance of Securities . Access Persons are allowed to receive a gift or inheritance of any security even if a particular security is a restricted security. All gifts of restricted securities shall be reported to the CCO within 90 days. Dana’s regular personal transactions policy will apply to the subsequent sale and reporting of any gifted or inherited securities.
5. Required Notification . Any employee with knowledge that a gift received by an Access Person might violate this Code must promptly notify the CCO of the suspected gift violation.
 
 
C. Opportunities . Access Persons may not take personal advantage of any opportunity properly belonging to any advisory client or to Dana. This includes, but is not limited to, acquiring Reportable Securities for one’s own account that would otherwise be acquired for an advisory client.
D. Undue Influence . Access Persons shall not cause or attempt to cause any advisory client to purchase, sell or hold any security in a manner calculated to create any personal benefit to such Access Person. If an Access Person stands to materially benefit from an investment decision for an advisory client that the Access Person is recommending or participating in, the Access Person must disclose to those persons with authority to make investment decisions for the advisory client the full nature of the beneficial interest that the Access Person has in that security, any derivative security of that security or the security issuer, where the decision could create a material benefit to the Access Person or the appearance of impropriety. The person to whom the Access Person reports the interest, in consultation with the CCO, must determine whether or not the Access Person will be restricted in making investment decisions in respect of the subject security.

 

 

 

Updated April 17, 2017

 
 

EXHIBIT A

Dana Investment Advisors, Inc.

CORPORATE PRIVACY POLICY AND PRACTICES STATEMENT

Federal legislation requires all investment advisors registered with the SEC to provide a privacy notice to all of their clients.

This notice will describe our practices and policies concerning our handling of your personal information.

Protecting and Safeguarding Your Nonpublic Personal Information

Our relationship with our clients is of utmost importance to us. As you have entrusted us with your private financial information, we will always act accordingly to maintain that trust. Our employees are trained so that your personal information is held in strict confidence and safeguarded. Physical, procedural, and electronic safeguards are in place and well established.

Nonpublic Personal Information We Collect to Serve You

The nonpublic personal information we use is collected to enable us to open and administer your account, process your transactions, and help us to provide you with quality service. The information we collect may include name, address, phone number, email address, birth date, social security number (or tax ID number) and information about your income, net worth, risk tolerance and investment experience. Personal information is collected to meet our regulatory obligations. This information is neither sold nor otherwise disseminated to disinterested outside parties.

Nonpublic Personal Information is Held in Strict Confidence

Personal information is not disclosed to any third parties unless it is necessary for processing investment transactions or for the servicing of one or more of your investment accounts. We will always act in good faith and disclose only that information which is required or permitted under law. If, at any time, it is necessary to disclose any of your nonpublic personal information in a manner that is not consistent with this policy, you will be notified in advance in order to have the opportunity to opt out of such disclosure. If, at any time, you decide to close your account(s) or become an inactive client, we will continue to adhere to our ongoing privacy policies and practices as described in this notice and as amended by any future notices.

Public Personal Information is Used in a Limited Capacity

Personal information regarding high net worth individuals is not used for marketing purposes. Certain public information identifying the name of an institutional client and its corresponding industry group, or State location, is occasionally used in direct presentations to potential clients. This information is often required by institutional client prospects and helps us to demonstrate our knowledge of a potential client’s investment management needs through past experience with similarly situated clients. Rarely is any other public information disclosed beyond this limited capacity. You will always have the right to opt out of such a limited disclosure by informing us in writing of your intentions.

We reserve the right to change this Privacy Policy at anytime, without notice and will notify clients of any modifications on an annual basis.

 
 

EXHIBIT B

QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT

 

NAME:

 

TIME FRAME: [insert applicable time frame]

 

 

Please list any personal security transactions which were executed by you or in which you were the beneficial owner (i.e. transactions your spouse made), during the above stated time frame. Please include the following information:

 

 

 

TRADE DATE BUY/SELL OR EXCHANGE TICKER (Use CUSIP for Bonds/Prfrds) SECURITY NAME SHARE AMOUNT, # OF BONDS / PRINCIPAL AMOUNT

INTEREST RATE / COUPON

(if applicable)

MATURITY DATE

(if applicable)

PRICE EXECUTING BROKER/DEALER / BANK
                 
                 
                 
                 

 

 

A ll transactions in “reportable securities” should be listed above or on a separate sheet. If no reportable transactions were executed during this time frame, please write “None” in the security name section and sign at the bottom of this form.

 

By executing this form you are attesting that you have included all reportable security transactions from all accounts in which you were either the direct or beneficial owner. Please sign at the bottom and return to Dana’s Chief Compliance Officer or his or her designee by [insert applicable date].

 

 

 

SIGNATURE: DATE:

 

 
 

 

EXHIBIT C

 

 

 

GIFTS REPORT

 

Date of Gift(s):

Receiving Party:

Gifting Party:

Approximate $Value:

 

 

Description of the gift(s):

 

 

 

 

 

 

**For personal political contributions, include the name of the political candidate. Signature on this form is your verification that only personal, non-business resources were used to make such political contributions.

 

 

Employee Name:

 

 

Employee Signature:

 

Date:

 

 
 

 

EXHIBIT D

 

POLITICAL CONTRIBUTION POLICY

 

 

Regulatory Background

 

In response to a perceived spike in “pay-to-play” activity, the Securities and Exchange Commission has adopted Rule 206(4)-5 of the Investment Advisers Act of 1940 (the “Rule”). In general, the Rule contains three key prohibitions:

 

- a two-year prohibition on an adviser’s providing compensated services to a government entity following a political contribution to certain officials of that entity;
- a prohibition on the use of third-party solicitors who are not themselves “regulated persons” subject to pay-to-play restrictions on political contributions; and
- a prohibition on “bundling” and other efforts by advisers to solicit political contributions to certain officials of a government entity to which the adviser is seeking to provide services.

 

Specifically, Rule 206(4)-5 prohibits advisers from “receiving” any compensation for providing investment advice to a “government entity” within two years after a contribution has been made by the adviser or one of its “covered associates”. A “covered associate” includes (i) any partner, managing member or executive officer or individual with a similar status or function, (ii) any employee who solicits a government entity for the adviser (and any person who directly or indirectly supervises such employee) and (iii) any political action committees (“PACs”) controlled by the adviser or a covered associate. A person’s activities and not his or her title will ultimately determine whether he or she is a covered associate. For example, an “executive officer,” under the Rule, not only includes the president and vice-president in charge of a principal business unit, division or function, but also any other officer or person who performs a policy-making functions. Generally, non-executive level personnel and those employees that do not directly solicit business from government entities are not considered to be covered associates.

 

U.S. federal, state and local contributions are subject to significant legal restrictions and prohibitions, including pay-to-play laws that can prohibit Dana from engaging in certain businesses if its employees make political contributions to covered officials, candidates or political committees. The Rule broadly defines “contributions” to include a gift, subscription, loan, advance, deposit of money or anything of value made for the purpose of influencing a federal, state or local election, including payments of campaign debts and transition or inaugural expenses incurred by successful candidates for state or local (but not federal) office. Such definition would not include (i) an individual’s donated time (if the adviser does not solicit such person’s efforts or provide the use of its resources) and (ii) charitable donations made at the request of a government entity. Importantly, contributions to PACs do not directly implicate the Rule’s prohibitions on contributions if the contributions are not attributable to a particular covered official.

 

For purposes of the Rule, an “official” includes an incumbent, candidate or successful candidate for office if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an adviser or has the authority to appoint such a person. The Rule does not specify particular types of officials who could influence the hiring of an adviser. In addition, political contributions to public officials or candidates for public office outside the U.S. may be subject to local regulations and some jurisdictions may not permit political contributions by foreign companies or persons. Prior to making any non-U.S. contribution, you should confirm that you are in compliance with such rules.

 

 
 

Rule 206(4)-5 contains a “look back” provision under which advisers must look back in time to determine whether a covered associate has made a triggering contribution. Pursuant to the look back provision, contributions made by a covered associate will be attributed to an adviser if those contributions were made within (i) two years prior to the date the individual became a covered associate, in the case of covered associates who solicit clients for the adviser or (ii) six months prior to the date the individual became a covered associate, in the case of covered associates who do not solicit clients for the adviser.

 

Dana Policy

 

Dana employees may engage in legitimate political activities and make political contributions to the extent permitted under law. However, you are prohibited from making contributions to any political officials or political causes if those contributions are intended to influence the award or retention of any Dana Investment Advisors (“Dana”) business. You are also responsible for confirming that your personal political activity is in compliance with legal limits.

 

The Rule permits individuals to make aggregate contributions within certain de minimis limits without triggering the two-year “time out” period. In accordance with these limits, Dana employees are specifically allowed to make political contributions intended to be covered by the Rule of up to $350 per election to an elected official or candidate for whom the individual is entitled to vote, and up to $150 per election to an elected official or candidate for whom the individual is not entitled to vote. Please note that these  de minimis limits are available only for contributions made by individual covered associates, not advisers, and primary and general elections are treated as separate under both exceptions. You may not use Dana resources for any political event or political contribution.

 

In order to further Dana’s and all covered associates’ compliance with the Rule, Dana employees are required to report all political contribution activity relating to U.S. federal, state or local political candidates, officials, party committees, organizations or ballot measure committees. Within 30 calendar days following each calendar quarter end, any employee making a political contribution during the prior calendar quarter shall promptly communicate to Dana’s CCO via email the following details for each separate contribution:

 

- Date that the political contribution was made
- Amount of the contribution
- Name of the political candidate or PAC receiving such contribution
- Verification that personal resources were used in making payment for such contribution

 

Adherence to Dana’s Political Contributions Policy is considered mandatory and failure to abide by it can ultimately serve as grounds for discipline and potentially termination under certain circumstances. Any questions regarding this policy should be directed to Dana’s CCO.

 

 
 

 

EXHIBIT E

POTENTIAL EMPLOYEE CONFLICTS OF INTEREST CHECK LIST

 

Definitions

 

Party of Interest : Any immediate family member of either you or your spouse eg. mother, father, brother, sister, step-children, adopted children, grandmother, grandfather, aunt, uncle. This definition does not include ex-spouses or cousins at this time.

 

1. DANA CLIENT ACCOUNTS

 

List the name and relationship (eg. mother, father, brother-in-law), of anyone in your party of interest who could be considered: 1) an owner of a Dana managed account, or 2) either an employee, officer, general partner, managing member, board member, director or more than a 5% shareholder of any entity which Dana manages one or more accounts for:

 

Dana Client name and account number: Name/Relationship:

Dana Client name and account number: Name/Relationship:

Dana Client name and account number: Name/Relationship:

Dana Client name and account number: Name/Relationship:

 

Are you authorized to effect securities transactions in the above account(s)? Yes No

 

2. PUBLICALLY TRADED COMPANIES

 

List the name and relationship (eg. mother, father, brother-in-law), of anyone in your party of interest who is a Board Member/Director/Officer of a publicly traded company:

 

Company Name: Name/Relationship:

Company Name: Name/Relationship:

 

3. INVESTMENT INDUSTRY TIES

 

List the name and relationship (eg. mother, father, brother-in-law), of anyone in your party of interest who could be considered either an employee, officer, general partner, managing member, board member, director or more than a 5% shareholder of the following:

 

Brokerage/Advisory Firm:

Custodian/Trust Firm:

Solicitor Firm:

Consulting Firm:

Vendor or Supplier of Services to either Dana or its Clients:

 
 

 

 

4. ACTIVITIES OUTSIDE OF EMPLOYMENT WITH DANA

 

Outside your employment at Dana, do you serve in any of the following capacities?

 

Board of Director (List name of company or organization):

 

Volunteer for a Non-Profit Organization (List organization name):

 

General Partner (List name of Partnership/LLC):

 

Partner/Limited Partner/Member:

 

Trustee (List name and relationship of trust account):

 

Power of Attorney, excluding Healthcare POA (List name and Relationship):

 

Other Employment (List company name and title):

 

 

Please list any other potential conflicts of interest that you may be aware of at this time:

 

 

 

 

 

 

 

 

 

 

 

Signature

 

Printed Name

 

Date

 

 
 

EXHIBIT F

ANNUAL CERTIFICATION OF RECEIPT AND COMPLIANCE WITH

DANA INVESTMENT ADVISORS, INC.

CODE OF ETHICS

I hereby acknowledge that:

1. I have received a copy of the Dana Investment Advisors, Inc. Code of Ethics dated April 17, 2017.
2. I understand it is my responsibility to read the policies and guidelines contained in the Code of Ethics and to fully understand and comply with the stated requirements. I also understand that I have a duty to notify Dana’s Chief Compliance Officer if I become aware that either I, or a fellow employee, has violated a provision of Dana’s Code of Ethics.
3. I understand that adhering to the policies described in the Code are employment requirements, and that failure to comply with such policies and procedures may be grounds for disciplinary actions and may include termination of employment.

I certify that during the year ended December 31, 2016:

1. I have fully disclosed all securities holdings in which I have, or a member of my immediate household has, a beneficial interest.
2. I have reviewed the Restricted Securities List prior to placing transactions in reportable securities and have obtained pre-clearance for all securities transactions in which I have, or an immediate member of my family has, a beneficial interest except for transactions exempt from pre-clearance as indicated in this Code, or for which I have received an exception in writing from the CCO.
3. I have reported all “reportable” securities transactions in which I have, or any member of my immediate family (spouse, children, parents, relatives) living in my home has, a beneficial interest.
4. I have complied with the Code of Ethics in all other respects.

 

 

Signature

 

Printed Name

 

Date

Affinity Investment Advisors, LLC

(“Affinity”)

 

Compliance

 

and

 

Supervisory Procedures Manual

 

And

 

Code of Ethics

 

 

 

 

PRIVILEGED AND CONFIDENTIAL

 

 

 

 

COMPLIANCE PROCEDURES and SUPERVISORY PROCEDURES

It is important that users of this manual recognize the distinction between written compliance guidelines and written supervisory procedures. Compliance guidelines generally set forth the applicable rules and policies that must be adhered to and describe specific practices that are prohibited. In contrast, written supervisory procedures document the supervisory system that has been established to ensure that compliance guidelines are being followed and to prevent and detect prohibited practices. For example, a compliance guideline might discuss Section 205 of the Investment Advisors Act of 1940 (“Advisors Act”) regarding information that must be provided in investment advisory contracts by describing the elements of the section and the types of information the advisor must provide to the client before entering into a contract for advisory services. In comparison, the written supervisory procedures would contain instructions on specific information about the client that must be obtained before executing any securities transaction. In addition, the written supervisory procedures would describe the steps that the portfolio manager and the compliance officer must take before opening an account. This manual attempts to combine the compliance procedures specified under the Advisors Act with the supervisory procedures necessary to carry out the intent of the Act and the SEC rules thereunder.

 
 

 

TABLE OF CONTENTS

 

 

I.       INTRODUCTION

II.       COMPLIANCE WITH THE ADVISORS ACT

III. COMPLIANCE RESPONSIBILITIES

IV.       FOCUS AREAS

1.       FORM ADV/BROCHURE DISCLOSURE AND DELIVERY

1.1       Rule 204-3

1.2       Written Disclosure Statement

1.3       Delivery of Form ADV

1.4       Amendments to Form ADV – Rule 204-1

1.5       Disciplinary and Custody Related Disclosures

2.       CLIENT AGREEMENTS/CONTRACTS – SECTION 205

2.1       General

2.2       Required Disclosures in Written Agreement – Section 205(a)

2.3       Liability Provisions in Written Agreement

2.4       Privacy of Client Financial Information (Proposed Regulation S-P)

3.       CUSTODY OF CLIENT FUNDS AND SECURITIES – RULE 206(4)-2

3.1       Withdrawal of Advisory Fees from Clients’ Accounts

3.2       Unintended Custody of Client Funds

4.       BOOKS AND RECORDS – RULE 204-2

4.1       Responsibility for Preparation and Maintenance

4.2       Accounting and Financial Records

4.3       The Meaning of “Current”

4.4       Cash or Accrual Basis

4.5       Client Coding

4.6       Record Preservation

4.6-1       Record Destruction Policy

4.7       Specific Books and Records to be Prepared and Maintained

4.7-1       Cash Receipts and Disbursement Journal – Rule 204-2(a)(1)

4.7-2       General Ledger – Rule 204-2(a)(2)

4.7-3       Order Tickets/Memoranda – Rule 204-2(a)(3)

4.7-4       Bank Statements and Cash Reconciliation – Rule 204-2(a)(4)

4.7-5       Bills and Statements – Rule 204-2(a)(5)

4.7-6       Trial Balance and Related Financial Records – Rule 204-2(a)(6)

4.7-7       Written and Other Communications Record – Rule 204-2(a)(7)

4.7-8       Discretionary Client Record – Rule 204-2(a)(8)

4.7-9       Discretionary Powers Record– Rule 204-2(a)(9)

4.7-10       Written Agreement Record – Rule 204-2(a)(10)

 
 

4.7-11       Advertising Records – Rule 204-2(a)(11)

4.7-12       Acknowledgment of Receipt of Documents from Solicitors – Rule 204-2(a)(12)

4.7-13       Documents Supporting Performance Results – Rule 204-2(a)(13)

4.8 Other Required Books and Records

4.8-1       Securities Record by Client – Rule 204-2(c)(1)

4.8-2       Securities Record by Security – Rule 204(c)(2)

4.9       Books and Records Matrix

5.        FINANCIAL AND DISCIPLINARY INFORMATION – RULE 206(4)-4

5.1       Financial Disclosure

5.2       Disciplinary Disclosure

6.       INTERNAL CONTROLS

6.1 General
6.2 Characteristics of an Effective Compliance System

7.       ADVISORY SERVICES OFFERED

7.1       “Advisory Services”

7.2       “Investment Supervisory Services”

7.3       “Management Services”

8.       UNREGISTERED INVESTMENT COMPANY CONSIDERATIONS

9.       PORTFOLIO MANAGEMENT

9.1 Setting up the Client’s Account
9.2 Determining Suitability
9.3 Managing the Client’s Account
9.4 Monitoring Account Activity
9.5 Termination of Accounts
9.6 Valuation
9.7 Proxy Voting

10.       PROHIBITED TRANSACTIONS

10.1 Front Running
10.2 Diverted Opportunity
10.3 Conducting Business in States where not Registered
10.4 Holding Clients’ Funds and Securities
10.5 Anti-Money Laundering/OFAC Policies

 

11.       BROKERAGE PRACTICES & EXECUTIONS

11.1       Best Execution

11.2       Soft Dollar Transactions and Conflicts of Interest

11.3       Referrals of Clients to Advisor by Brokers or Broker/Dealers

11.4       Directed Brokerage

11.5       Negotiation of Brokerage Commission Rates

11.6       Bunched, Blocked or Aggregated Trading

 
 

11.7       Trade Order/Rotation

11.8       Trade Errors

11.9       Review of Best Execution

11.10       Approved Broker-Dealer List

 

12.       WRAP FEE PROGRAMS

12.1       Wrap Programs for Advisors

12.2       Limitations of Wrap Programs

12.3       Other Disclosures

13.       MARKETING/PERFORMANCE CALCULATION

13.1       Where Actual and Model Results Show Performance Net of Advisory Fees

13.2       Where Performance is Shown Gross of Advisory Fees

13.3        Social Media

13.4       Review of All Marketing Materials

 

 

14.       COMPENSATION/CLIENT FEES

14.1       Advisory Fees Based on Assets Under Management

14.2        Fees Based on Performance

15.       CLIENT REFERRALS

15.1       Cash Payment for Client Solicitation – Rule 206(4)-3

15.2       Requirements under Rule 206(4)-3

a. The Written Solicitation Agreement

b. The Solicitor’s Separate Written Disclosure Document

c. Instructions to Solicitor

d. Soliciting Government Entities

 

16.       PRIVATE FUND COMPLIANCE

16.1       Private Placement Memorandum and Offerings

16.2       Identifying Potential Investors

16.3       Custody Applicable to Limited Partnerships

16.4       Form PF

16.5       Bad Actor Disqualifications

 

 

17.       MUTUAL FUND COMPLIANCE

17.1       Background

17.2       SEC Requirements

17.3       Investment Company Act Requirements

17.3A Internal Revenue Code Requirements

 

 

EXHIBIT 1 Sample Written Agreement with Sample Privacy Notice

EXHIBIT 2 New Account Acceptance Sheet

 
 

EXHIBIT 3 Sample Solicitation Agreement (BD or RR as Solicitor)

EXHIBIT 4 Sample Solicitation Agreement (Individual as Solicitor)

EXHIBIT 5 Sample Solicitor’s Written Disclosure Document

EXHIBIT 6 Sample Instructions from Advisor to Solicitor

EXHIBIT 7 Trade Error Report

EXHIBIT 8 Annual Social Media Report

EXHIBIT 9 Bad Actors Questionnaire

EXHIBIT 10 Books and Records Matrix

 

 

APPENDIX A Code of Ethics

EXHIBIT A-1 Acknowledgement of Receipt of Compliance and Supervisory Procedures Manual and Code of Ethics

EXHIBIT A-2 Quarterly Personal Securities Transaction Report

EXHIBIT A-3 Annual Personal Holdings Transaction Report

EXHIBIT A-4 Personal Securities Trading Request and Authorization Form

EXHIBIT A-5 Annual Attestation for Outside Business Activity

APPENDIX B Insider Trading Provisions of Section 204A

EXHIBIT B-1 Acknowledgement of Receipt of 204A Procedures

APPENDIX C Cybersecurity Policies and Procedures

 
 

I.       INTRODUCTION

The Investment Advisors Act of 1940 (“Advisors Act”) was enacted by the U.S. Congress in 1940 in conjunction with the Investment Company Act of 1940 for the purpose of establishing a set of uniform laws to regulate the activities of those persons and institutions involved in providing investment advisory services and the vehicles (investment companies) through which investors are able to participate in the growth of American industry and technology. The term “Investment Advisor” is defined in Section 202(a)(11) of the Advisors Act as, “any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.”

 

The Advisors Act gives the Securities and Exchange Commission (the “Commission” or “SEC”) broad authority to make and enforce rules necessary and appropriate in implementing the provisions of the Act. In carrying out this mandate, the SEC has enacted various Rules under the Advisors Act. It is primarily through these rules that the SEC regulates the activities of investment advisors.

 

The Advisors Act and recently enacted amendments to the Act require that persons engaged in certain investment related activities register as investment advisors, either with the SEC or the state in which the advisor maintains its principal business, depending on the value of client assets under the advisor’s management. Prior to October 1996, all investment advisors were required to register with the SEC. However, under the Coordination Act of the National Securities Markets Improvement Act, which went into effect in July 1997, those advisors managing less than $25 million in client assets are required to register with the applicable state securities commissions, while those managing in excess of $25 million retain SEC registration requirements. In May 1997, the SEC adopted rules and forms under the Advisors Act implementing the general provisions of the Improvement Act. These rules and forms spell out the detailed requirements of procedures determining which advisors are subject to state or SEC registration and regulation and which advisory personnel are subject to state registration and regulation. The three operative terms defining who is an investment advisor are: 1) engaged in the business, 2) of advising others on the purchase and/or sale of securities and, 3) for compensation. Section 203 (A)(a) of the Advisors Act of 1940 has been amended to set the asset thresholds at $100 million to register with the SEC. This is to be effective July 2011 as stated in the Dodd-Frank Act. The SEC is still in the process of implementing regulatory initiatives to address the requirements from the Dodd-Frank Act.

 

The term “for compensation” has been broadly interpreted by the SEC and includes the receipt of any economic gain, whether in the form of a planning fee, a commission from the sale of a product, a fee paid by a sponsor for recommending a specific product or any other type of financial remuneration. Additionally, the Commission staff has stated that it is not necessary that an advisor’s compensation be paid directly by the person receiving investment advisory services, but only that the investment advisor receive a fee, commission or other compensation as a result of his activities as an investment advisor.

 

 
 

The SEC and the courts have stated that portfolio management professionals, including registered investment advisors, have a fiduciary responsibility to their clients. In the context of securities investments, fiduciary responsibility should be thought of as the duty to place the interests of the client before that of the person providing investment advice and failure to do so may render the advisor in violation of the anti-fraud provisions of the Advisors Act. Fiduciary responsibility also includes the duty to disclose facts significant to an investor’s decision to purchase, or refrain from purchasing, a security recommended by the advisor. The SEC has made it clear that the duty of an investment advisor to refrain from fraudulent conduct includes an obligation to disclose material facts to his clients whenever the failure to disclose such facts would cause or has the potential to cause financial harm to the client or prospective client. An advisor’s duty to disclose material facts is particularly important whenever the advice given to clients involves a conflict or potential conflict of interest between the employees of the advisor and its clients.

 

 

II.       COMPLIANCE WITH THE ADVISORS ACT

 

Affinity is an investment advisor registered with the Securities and Exchange Commission pursuant to the provisions of Section 203 of the Advisors Act.

 

As a registered investment advisor, Affinity and its associates are obligated to conduct their investment advisory activities in compliance with all applicable provisions of the Advisors Act. In addition to any federal requirements, Affinity must also operate in compliance with the rules and regulations of each state in which it conducts business.

 

This Compliance Manual has been developed to assist Affinity and its associates in complying with the provisions of the Advisors Act and other advisory related statutes issued by state regulatory authorities. The Compliance Manual is not to be construed as all-inclusive, but rather is intended to serve as a guide in conducting and supervising the daily investment advisory business of Affinity. In those situations where an answer cannot be found in the Compliance Manual, the associate should direct any question to his/her supervisor or to the Affinity Compliance Officer.

 

The Compliance Manual is to be maintained by a designated Compliance Officer in cooperation with Affinity’s Chief Executive Officer, Department Manager(s) and other qualified principals of the firm. Additions and changes to the Compliance Manual will be announced as events occur requiring such revision. An annual compliance review will be conducted by the Compliance Officer and any additions and changes since the preceding year will be referenced by date and initiating authority. Changed and replaced entries to the Compliance Manual, along with compliance memoranda, must be retained for five years since fiscal year of last entry, with two years on-site.

 

Inasmuch as the Compliance Manual is a basic part of Affinity program of internal controls, each associate of Affinity and other affiliated persons who participates in or has responsibilities in connection with the firm’s advisory activities will be provided a copy of the Compliance Manual and will be required to acknowledge receipt of the manual and sign a statement that they have read and will comply with the provisions contained in the Compliance Manual. In addition, each

 
 

associate involved in the Affinity advisory activities will be required annually to reaffirm that he/she has read and will comply with all new provisions of the Compliance Manual. The Chief Compliance Officer, at his discretion, may conduct training sessions on selected provisions of the Compliance Manual in lieu of requiring that associates read the manual in its entirety each year.

 

Periodically, no less than annually, the Chief Compliance Officer will conduct a compliance review of the policies and procedures and activities of Affinity and its supervised persons. Affinity’s Compliance Program includes testing and reviewing various aspects of compliance with the rules, regulations and policies and procedures, consistent with a monitoring schedule which is based on a risk assessment of the firm, which is updated no less frequently than quarterly. The Chief Compliance Officer will (i) review this Compliance Manual, to ensure the adequacy of the policies and procedures contained herein, (ii) test the effectiveness of its policies and procedures as required by Rule 206(4)-7, and (iii) review Affinity’s supervisory structure and personnel to ensure that advisory personnel are receiving appropriate supervision in carrying out advisory activities. Such reviews assess compliance factors creating risk exposure and conflicts of interest for and between Affinity and our clients and will include the following:

· Any compliance matters identified during the previous reviews;
· Any changes in the business activities of Affinity; and
· Any changes to applicable laws, rules and regulations that might suggest a need to revise the Compliance Manual.

The Chief Compliance Officer will prepare and maintain a written record of each such review, indicating the dates on which the review was conducted and the subject areas of the review. This will include the Firm’s risk assessment along with any amendments.

The Chief Compliance Officer also will, at least annually, provide a report to the Principals summarizing Affinity’s annual review.

 

III. COMPLIANCE RESPONSIBILITIES

 

Chief Compliance Officer

 

Affinity will have a full-time Chief Compliance Officer (“CCO”) [or will designate a qualified individual to serve as Compliance Officer] located at its principal place of business, whose primary responsibilities include (i) assuring that Affinity’s compliance manual and supervisory procedures are designed to achieve compliance with applicable laws, regulations and industry practices, and (ii) to advise those members of Affinity management with responsibility for supervising the investment advisory activities of Affinity and its associates providing investment advisory services.

 

The CCO may assign other associates of Affinity to assist in fulfilling his/her responsibilities. Ultimate responsibility for ensuring that Affinity and its associates comply with the provisions of this manual and the federal and state securities laws rests with the Affinity management.

 
 

In the absence or incapacity of the CCO, the Chief Executive Officer of Affinity will serve in his/her place with full responsibility without further authorization to the extent permitted by qualifications according to regulations until a replacement can be secured. Jeffrey Randolph will serve as the Chief Compliance Officer for Affinity.

 

 

 

IV. FOCUS AREAS

 

1.       FORM ADV/BROCHURE DISCLOSURE AND DELIVERY

 

1.1       Rule 204-3

Under Rule 204-3, Affinity must prepare and maintain a current Form ADV or other disclosure document which contains specific information about Affinity and its officers and associates who are engaged in the business of providing investment advice to clients.

 

1.2       Affinity Investment Advisors, LLC’s Written Disclosure Statement

It is the responsibility of the CCO to ensure that Affinity’s Form ADV are updated annually or more often as necessary and that the information contained therein is accurate. Form ADV is comprised of three parts, Part I and Part 2A and Part 2B.

 

Part I of Form ADV is primarily for SEC and state registration purposes. It must provide, among other things, the following information about Affinity:

· Affinity address and location of its books and records;
· State(s) in which Affinity is registered;
· Number of securities portfolios and the aggregate market value of these portfolios under Affinity management both for discretionary and non-discretionary accounts.
· Whether Affinity has custody of client assets (See Disciplinary and Custody Related Disclosures, below) and,
· A description of the ownership structure of Affinity (Schedules A. B, and C) and,
· The educational, business and disciplinary (if any) background of Affinity officers, directors and certain employees involved in providing investment advice to clients.

 

Part I is updated and filed annually, within 90 days after fiscal year-end, electronically through the IARD system.

 

Part 2A of Form ADV is required under the “brochure rule” (Rule 204-3) and is used primarily as a disclosure document for clients and prospective clients of Affinity. Part 2A contains information such as:

· Advisory services and fees offered by Affinity;
· Types of securities on which Affinity offers investment advice;
· Affinity’s financial industry activities and affiliations;
· The conditions under which Affinity and/or its associates may purchase or sell securities for
 
 

their personal accounts and whether such transactions may be a conflict of interest between the clients and Affinity and the procedures used by management to monitor employee securities trading;

· The conditions established by Affinity for managing client accounts, and
· Affinity’s brokerage practices.

 

Part 2A is updated and filed annually, within 90 days after fiscal year-end, electronically through the IARD system.

 

Part 2B of Form ADV is required under the “brochure rule” (Rule 204-3) and is used primarily as a disclosure document for clients and prospective clients of Affinity. Part 2B contains information about:

· Education and business background of each principal officer and individual of Affinity who determines investment advice given to clients.

 

1.3       Delivery of Form ADV

Part 2A and 2B of Form ADV will be furnished to prospective clients either prior to or upon signing a written agreement with Affinity for advisory services. Proof of delivery of Affinity’s Part 2A and 2B will be evidenced by the client’s signing the Written Agreement .

 

Upon material changes, Part 2A of Form ADV will also be offered, without charge, to existing clients at least annually and a record of the offer will be maintained by Affinity’s CCO. The offering will include a summary of material changes.

 

Following the offer of Affinity’s Form ADV, the CCO will maintain a log or other record which lists the clients requesting the ADV, the date(s) the requests were received, and those clients to whom the ADV was actually sent as required under Rule 204-2(a)(14).

 

1.4       Amendments to Form ADV - Rule 204-1

With respect to when Affinity Form ADV should be amended to correct inaccuracies, Rule 204-1(b)(1) of the Advisors Act states, in relevant part, that if the information in Items 1, 2, 3, 4, 5, 8, 11, 13A, 13B, 14A and 14B of Part I of Form ADV becomes inaccurate for any reason, the advisor must promptly file an amended ADV. The SEC has deemed “promptly” to mean within two weeks. The Rule requires that material inaccuracies in Items 9 and 10 of Part I (except Item 4) and all of the Items in Part 2A must also be promptly amended. All other changes to the ADV may be made at years end. With respect to the ADV, material inaccuracies should be considered as those facts or information which a client or prospective client would consider important in his/her decision to engage Affinity for advisory services.

 

1.5       Disciplinary and Custody Related Disclosures

If there are, or at any time become, any affirmative responses to the disciplinary action section of Affinity ADV, the CCO will provide a detailed explanation of the circumstances of the affirmative response on Schedule D. Questions relating to custody or possession of customer funds and securities, discretionary authority or the use of solicitors should be reviewed for compliance with the applicable rules since affirmative responses to any of these items may require the preparation of additional books and records.

 
 

2.       CLIENT AGREEMENTS/ CONTRACTS - SECTION 205

 

2.1       General

The Advisors Act does not require that agreements between an advisor and its clients be in writing. However, it is the policy of Affinity that none of the advisory services offered by Affinity will be performed unless a written investment management agreement (“Written Agreement”), essentially in the form attached as Exhibit 1, has been executed by the client and a principal of Affinity. Moreover, since most accounts of Affinity are managed on a discretionary basis, portfolio managers must ensure that the client has granted such authority by obtaining the client’s signature on the Written Agreement, or other appropriate written agreement which includes client’s consent to, and acknowledgment of, such authority. For purposes of this section, discretionary authority is limited to the purchase and sale of securities for the clients’ accounts and NOT to the withdrawal of funds and/or securities from the accounts, except for payment of advisory fees.

 

It is the responsibility of the CCO to review and approve each client’s Written Agreement and any supporting documents to ensure that all relevant information has been obtained by the associate handling the account. No securities transactions are to be executed in a client’s account until the account and supporting documents have been reviewed and approved by the CCO.

 

 

2.2         Required Disclosures in Affinity Investment Advisors, LLC’s Written Agreement, - Section 205(a):

There are three specific disclosures which, if applicable, must be contained in a written agreement for advisory services. The only disclosure applicable to Affinity involves a prohibition against assignment of the contract for advisory services without consent of the client. With respect to this disclosure, Affinity’s Written Agreement will provide the following information in substantially the form below:

· “No assignment of this Agreement shall be made by the Manager without the prior written consent of the Client.”

 

2.3       Liability Provisions in Affinity Investment Advisors, LLC’s Written Agreement

Clauses purporting to limit Affinity liabilities (“hedge clauses”) in its Written Agreements may be in violation of the anti-fraud provisions of Section 206 (Prohibited Transactions by Investment Advisors) and may render the agreement void under Section 215 (Validity of Contracts) of the Advisors Act. The SEC has taken the position with respect to disclaimers of liability, that an advisor may not only be liable for gross negligence and willful misconduct, but also for ordinary negligence. In some cases, an advisor may be charged under a strict liability theory, which may hold the advisor liable regardless of circumstances.

 

To avoid this potential problem, the Limit of Liability section of Affinity’s Written Agreement will contain the following statement in substantially the form below:

 

“The Client recognizes the inherent market fluctuation risks which surround the investment and reinvestment of monies. The Client agrees that the Manager shall not be required to take cognizance of any assumed rate of return or cash flow in the exercise of its investment discretion. The Manager shall not be liable to the Client for the acts or

 
 

omissions of any other fiduciary or other person respecting the Account or for anything done or omitted by the Manager under the terms of this Agreement if the Manager shall have acted in good faith and shall have exercised the degree of prudence and competence and expertise customarily exhibited by managers of institutional portfolios. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Client may have under any federal securities laws.”

 

 

2.4       Privacy of Client Financial Information (Regulation S-P)

Regulation S-P, requires Affinity to adopt policies and procedures reasonably designed to (a) ensure the confidentiality of customer records and information; (b) protect against any anticipated threats or hazards to the security of customer records and information; and (c) protect against unauthorized access or use of customer records or information that could result in “substantial harm or inconvenience” to any consumer. The privacy provisions of Regulation S-P will apply to information that is “nonpublic personal information.”

 

Nonpublic information, under Regulation S-P, includes “personally identifiable financial information” and any list, description, or grouping that is derived from personally identifiable financial information.

 

Personally identifiable financial information is defined to include three categories of information:

· Information Supplied by Client. Any information that is provided by a client or prospective client to Affinity in order to obtain a financial product or service. This would include information or material given to Affinity when entering into an investment advisory agreement.
· Information Resulting from Transaction: Any information that results from a transaction with the client or any services performed for the client. This category would include information about account balances, securities positions, or financial products purchased or sold through a broker/dealer.
· Information Obtained in Providing Products or Services. Any information obtained by Affinity from a consumer report or other outside source which is used by Affinity to verify information that a client or prospective clients has given on an application for advisory services.

 

Under the SEC’s privacy rules, Affinity is required to:

· Adopt policies and procedures to safeguard customer information.
· Issue an initial and annual privacy notice and,
· Issue an opt-out notice if Affinity shares information with third party non-affiliates.

 

The regulation requires disclosure of the types of nonpublic personal information Affinity collects and whether it shares information with affiliates or non-affiliates. Specifically, Affinity

 
 

privacy notices must contain the information listed below, unless the disclosure does not apply to Affinity practices at which time the notice can be silent:

· Categories of nonpublic information collected.
· Categories of nonpublic personal information disclosed, if applicable.
· Categories of affiliates and non-affiliated third parties to whom information is disclosed.
· Categories of nonpublic personal information disclosed about former customers and the categories of to whom the information is disclosed.

 

As general policy, Affinity will not disclose personal financial information about any client to non-affiliated third parties except as necessary to establish and manage the client’s account(s) or as required by law. In these situations, personal financial information about a client may be provided to the broker/dealer or other custodian maintaining these accounts.

In addition, Affinity will restrict access to a clients’ non-personal financial information to those employees who need to know such information in order to provide products or services to clients. Affinity will maintain physical, electronic, and procedural safeguards that comply with federal standards to guard each client’s personal financial information. Such safeguards include restricting information contained on the New Account Acceptance Sheet (Exhibit 2) to each client’s portfolio managers, the portfolio managers’ support team and Affinity’s CCO or such other persons as the CCO deems as needing to know the information. Hard copy of client personal financial information will be maintained in Affinity’s central files, and will be secured (locked) after normal business hours. Electronic access to client personal financial information will be restricted to the client’s portfolio managers and their support team through Affinity’s local area network (LAN). Electronic LAN access will also be available to the CCO. Each Affinity employee with LAN access will have a unique password to be changed every 90 days. Passwords will be at least eight (8) characters in length, contain at least one (1) letter and one (1) number, at least one (1) capital letter, may not contain the employee’s user name and cannot be a previously used password (10 password history).

Breach of Privacy

Employees who become aware of any breach of privacy must immediately report the incident to the CCO. The CCO will assess and respond to the incident using the following criteria in their evaluation of the breach:

 

Any breach of privacy shall require an immediate mandatory post-incident review of events and actions taken, if any, with a view to determining whether any changes in our security practices are required to improve the security of non-public personal information for which we are responsible.

Delivery of Affinity Privacy Notice

Each client will be provided with a copy of Affinity Privacy Notice upon opening his/her account. In addition, each active client of Affinity will be provided with a copy of the Privacy

 
 

Notice within 90 days following the close of Affinity fiscal year. A copy of Affinity’s Privacy Notice is included in this compliance manual as part of Exhibit 1.

 

 

3.       CUSTODY OF CLIENT FUNDS AND SECURITIES - RULE 206(4)-2

 

3.1       Withdrawal of Advisory Fees from Clients’ Accounts

Securities and cash in each client’s account will be physically held by the broker/dealer, bank, or other custodian handling the account. At no time will Affinity ever intentionally hold client cash and securities. However, Affinity may enter into an arrangement for the automatic deduction of Affinity advisory fees from any client’s account provided the following conditions are met:

· Authorization for the automatic withdrawal of advisory fees must be evidenced in writing by the client. This authorization will be shown on the client’s Written Agreement or on a separately signed document. Unless otherwise agreed, Affinity’s advisory fee will be based on a percentage of the value of the client’s assets under management.
· Prior to, or contemporaneously with, instructions given to the custodian that the account is to be debited for Affinity advisory fee, the client can request to be notified in writing that an advisory fee of a specified amount will be deducted from his/her account. This notice will also show the basis on which the fee was calculated. Example: $100,000 in assets under management for one calendar quarter at the rate of .25% per quarter = $250. It is not necessary that the basis of the calculation be submitted to the account broker/custodian. However, if it is not, the written advice to the client must contain the statement: “It is the client’s responsibility to verify the accuracy of the fee calculation because the custodian will not determine whether the fee is properly calculated.” [See Kennedy no-action letter, pub. avail. June 5, 1996]
· The assets must be held at a qualified broker/custodian and the account broker/custodian must provide the client, at least quarterly, a written statement that shows the amount of the advisory fee deducted from his/her account. The fee shown as deducted from the client’s account should be identified as “management fee”, “advisory fee,” or other terms of similar meaning.

 

3.2       Unintended Custody of Client Funds

As a firm policy, Affinity will not intentionally accept physical possession of client securities or funds (checks). On occasions, however, Affinity may gain unintended possession of client assets, such as when a client mails a stock certificate or a check, payable to Affinity, with instructions that Affinity deposit the securities or the check into the client’s brokerage account.

 

Notwithstanding the fact that a stock certificate delivered to Affinity may be in the client’s name, is not endorsed or accompanied by a stock power, and/or is promptly remitted to the broker/custodian in accordance with the client’s instructions, Affinity may be deemed to have “custody” of the client’s securities, even though “possession” is brief and temporary. Therefore, any stock certificate or check payable to Affinity (except for checks in payment of advisory fees) must be promptly returned to the client within three (3) business days, despite the fact such action may appear to be a disservice to the client. In such situations, the CCO will document receipt of the certificate or check and prepare a memorandum to the client’s file giving the circumstances of how the assets came into the possession of Affinity. The CCO will then contact

 
 

the client by telephone on the day of receipt of such assets and advise him/her that accepting the check or securities would subject Affinity to the custody provisions of Rule 206(4)-2 of the Advisors Act. The client will then be offered the option of reclaiming the check or securities from the office of Affinity not later than the close of business on that day, or, in the alternative, having the assets returned by overnight mail to the client. Under no circumstances are client securities or checks to be kept in Affinity office overnight.

 

Following the receipt of any check or securities and the return of such assets to the client, the CCO will advise the client in writing that any subsequent delivery of checks or securities to Affinity will necessitate returning the assets to the client without further notice.

Notwithstanding the above provisions, if a client or prospective client remits a check to Affinity which is made payable to a third party, such as a broker, or custodian bank, Affinity will not be deemed to have custody of such assets provided they are promptly delivered to designated payee (broker/dealer or custodian) in accordance with the client’s instructions. (See, Hayes Financial Services, Inc. no-action letter, publicly available April 2, 1991.)

 

 

4.       BOOKS AND RECORDS, RULE 204-2

 

4.1       Responsibility for Preparation and Maintenance

It is the responsibility of the CCO to develop procedures to ensure that all books and records required under Rule 204-2 are properly prepared and maintained. However, the CCO may delegate the responsibility for financial and accounting records to Affinity’s CFO or other qualified person.

 

4.2       Accounting and Financial Records

The Advisors Act imposes specific record keeping requirements on registered investment advisors. Generally, Rule 204-2 of the Advisors Act requires advisors to maintain two basic types of books and records: (i) typical business accounting records and (ii) certain records the SEC believes an advisor should keep in light of the nature of its business. This Rule requires, among other things, that the records be current and readily available.

 

4.3       The Meaning of “Current”

The term “current” as used in the Rule is not defined. The SEC, however, has taken the position that the term is not a fixed concept but varies with the circumstances of an advisor’s business and the nature of the records. The primary records of transactions, such as confirmations, certain journals, and order memoranda must be created concurrently with the related transactions or promptly thereafter. For these types of records, the purpose of which is to capture the specific facts about the transaction, “current” means up-to-date at all times. There should be no lag between the occurrence of the transaction and the creation of the record. On the other hand, secondary records, such as ledgers or other records to which transactional data are posted need not be updated as transactions occur. Rather, posting may be done as necessary to meet the particular needs of the advisor’s business.

 

4.4       Cash or Accrual Basis

The SEC permits accounting records to be kept on the cash basis, the accrual basis or some combination thereof. The method chosen by an advisor should be reasonable in light of the

 
 

circumstances of the business.

 

The basis on which financial statements are prepared may be different than the basis used to maintain accounting records. Although accounting records may be maintained on the cash basis, generally accepted accounting principles require that certain financial statements must be prepared on the accrual basis. Specifically, audited balance sheets must be filed with the Commission by those investment advisors who have custody of client funds or securities or who have access to such assets. An investment advisor who maintains books and records on the cash basis and prepares a balance sheet on the accrual basis must reconcile the accounts and maintain accurate documentation of the reconciliation. It is the policy of Affinity that accounting records will be prepared on a combination of cash and accrual basis.

 

4.5       Client Coding

Rule 204-2(d) permits an advisor to use a numerical or alphabetical coding in lieu of the actual names of clients for whom the advisor renders investment advisory services. The intent of this provision is to permit advisors to keep the identity of their accounts confidential. However, the advisor must use any such system of coding client records on a regular and consistent basis. An advisor who codes client accounts and related records only for the purpose of keeping the identity of clients from the Commission staff, and does not maintain such records on a regularly coded basis may be compelled to disclose the identity of all such clients to the Commission staff.

It is the policy of Affinity that accounts will be maintained in the name of each individual client. However, a client may request that his/her account be treated as confidential. In such situations, the client must request such confidential treatment in writing. Clients requesting such treatment will be advised that account information may be made available if requested by the SEC or pursuant to subpoena or other court action.

 

4.6       Record Preservation

Rule 204-2(e) requires that all books and records, including all records related to the Code of Ethics (except those required under the provisions of paragraphs (a)(11) and (a)(16) of this Rule) be maintained in Affinity principal place of business for two years after the last entry date and for three additional years in an accessible repository if not maintained on premises. Articles of Incorporation, partnership articles, minute books, and all other books and records (collectively “business records”) not used in the day-to-day course of business may be maintained at such another location, i.e ., attorney’s or accountant’s office, if clearly described in Schedule E of Form ADV. Business Records must be maintained for the entire life of Affinity and three years following termination. Paragraphs (a)(11) and (a)(16) relate, respectively, to advertising records and records supporting portfolio performance.

 

Please refer to Exhibit 10 for Affinity’s Books and Records Retention chart.

 

Rule 204-2 (g) permits an advisor to maintain and preserve required records in a computer storage medium in lieu of having to preserve such records in hard copy format. However, any records maintained in computer storage must be retrievable in document format. Data retrieval by itself may not be acceptable to the SEC. Document information received from a broker/dealer or custodian on diskette, CD-ROM, or by downloading onto Affinity computers must be in “read only” format so as to preclude altering or tampering with the information.

 

Affinity’s filing systems are designed to meet the requirements of the Books and Records rule,

 
 

Rule 204-2. All files are:

Backed up and such backups are stored separate from the originals.

 

4.6-1       Record Destruction

A Records Destruction policy is a critical element of client privacy. The confidential nature of the investment adviser/client relationship precludes the unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. All hard copies of client records, correspondence, files, portfolio information, etc., that are no longer required to be retained are shredded .    All electronic copies of client records, correspondence, files, portfolio information, etc. that are no longer required to be retained are deleted. If the files were stored on active drives, the data will be permanently erased when Affinity’s consultant, Dake Tech, performs a security erase over all marked free space. If the files were stored on inactive drives, those drives are wiped clean, receive a security erase, and are then destroyed.

 

4.7       Specific Books And Records To Be Prepared And Maintained

Rule 204-2(a) requires that Affinity maintain the following specific books and records to document Affinity financial and administrative compliance with the Advisors Act:

 

4.7-1       Cash Receipts and Disbursement Journal - Rule 204-2(a)(1)

Inasmuch as Affinity financial and accounting records are maintained on a cash basis, receipts of checks and payment of funds will be recorded promptly by the CFO or, a person with appropriate authority, in Affinity check register or other similar journal. At no time will Affinity accept cash from a client in connection with a securities purchase.

 

4.7-2       General Ledger - Rule 204-2(a)(2)

The CFO is responsible for maintaining Affinity general ledger reflecting all assets, liabilities, income, expenses and net worth. If at any time Affinity liabilities exceed it assets, the CFO will immediately notify the CCO who will take appropriate steps to comply with the disclosure requirements of Rule 206(4)-4. See: Financial and Disciplinary Information , below.

 

4.7-3       Order Tickets/Memoranda - Rule 204-2(a)(3)

Rule 204-2(a)(3) requires the preparation of a memorandum or “order ticket” of each transaction for the purchase or sale of any security for a client’s account. In accordance with the provisions of this Rule, all order tickets submitted by Affinity portfolio managers must include the following information:

· The terms and conditions of the order, including any special instruction, modifications, or cancellation instructions; i.e. purchase or sale, number of shares or par value, whether entered as a market or limit order, duration of order such as day or “good-til-canceled”;
· The identification of the portfolio manager or other person recommending the transaction to, or on behalf of, the client and the person placing the order, if different from the
 
 

recommending party;

· The client’s name and/or account number (or client account code, if appropriate) for whom the order was entered, the date of entry, and the broker/dealer or bank by or through which the order was entered/executed; and,
· If the order was entered pursuant to discretionary authority, the ticket must be marked as discretionary. Since all [most] Affinity accounts are managed on a discretionary basis, order tickets will contain a written statement that “All order tickets are executed pursuant to discretionary authority unless marked otherwise.”

 

[ Note : All order tickets are computer generated. It is the responsibility of the portfolio manager/advisory representative to include ALL of the required information on each order ticket entered by him/her on behalf of a client.]

 

4.7-4       Bank Statements and Cash Reconciliation - Rule 204-2(a)(4)

Inasmuch as Affinity financial and accounting books and records are maintained on a cash basis, it is the responsibility of the CFO to reconcile Affinity bank statements within 15 days of receipt of the statements. The CFO will review Affinity bank statements, canceled checks, deposit slips, and check register to ensure that the cash account in the general ledger is accurate.

 

4.7-5       Bills and Statements - Rule 204-2(a)(5)

The CFO will maintain a record of all bills and statements, paid or unpaid, received for goods and services purchased for the use and benefit of Affinity. Invoices for goods and services which are not clearly identifiable for the use of Affinity in the operation of its advisory business will not be paid until such use is established. Invoices for goods and services purchased by associates for his/her personal use will not be paid by Affinity, but will be returned to the associate for payment.

 

4.7-6       Trial Balance and Related Financial Records - Rule 204-2(a)(6)

The CFO will prepare a quarterly trial balance reflecting Affinity financial condition as of the end of that quarter. It is not necessary that hard copies of the trial balance be printed, but such information must be available at any time for retrieval through Affinity accounting software.

 

4.7-7       Written and Other Communications Records - Rule 204-2(a)(7)

Rule 204-2(a)(7) of the Advisors Act requires generally that Affinity maintain the originals of all written communications received and copies of all written communications sent to any party, including persons who are not clients of Affinity relating to the business of providing investment services. These records include:

a.       Outgoing Customer Correspondence

All outgoing correspondence, including letters, memos and handwritten notes pertaining to the solicitation or execution of securities transactions must be reviewed and approved by the CCO prior to mailing, unless pre-approved in writing by the CCO. Such correspondence also includes form letters and generic sales literature. With respect to form letters, the person causing the material to be mailed must maintain a list of the addressees and the date(s) the material was mailed. Copies of correspondence addressed to specific customers should be included in that customer’s files or in a chronological file designated as Customer Correspondence - Outgoing.

 
 

b.       Incoming Correspondence

In the event that a client files a written complaint or makes an inquiry that requires response and resolution, it is the CCO’s responsibility to promptly discuss the substance of the matter with the client’s portfolio manager. The original complaint and copies of all letters and memoranda relating to the complaint will be retained in a special file titled Customer Complaints, with a copy of the complaint placed in the client’s personal file. It is the responsibility of the CCO or his designee to respond to each complaint promptly and to retain any subsequent correspondence from the client on the matter.

 

Any associate of Affinity who receives any material verbal complaint from a client must immediately notify his/her supervisor of the nature of the complaint. The term “material” in this context means any matter that could adversely affect the reputation of Affinity or has a potential likelihood of regulatory or legal action against Affinity or any of our associates. Any doubt on the materiality of a complaint should be referred to the CCO for resolution.

c. Communications with Clients through Lectures, Seminars, Radio, and Television

The CCO is responsible for reviewing the content and manner of presentation for all lectures, seminars, and media appearances by associates of Affinity where the purpose of such communications is to provide investment advice or explain the services offered through Affinity. An outline of any speech or lecture to members of the public which discusses investments in general or specific securities currently recommended by Affinity will be submitted to the CCO prior to presentation. Copies of the presentation will be retained for the period required under Rule 204-2(e).

 

Associates making appearances on radio or television programs as representatives of Affinity are prohibited from recommending any specific security unless such security is currently on Affinity list of approved investments. In situations where an associate is asked his/her opinion on the investment merits of a security not on Affinity recommended list, the associate should make it clear to his audience that the opinion is that of his own and not necessarily that of Affinity.

d. Delivery of Proxies, Prospectuses and Processing of Class-Action Lawsuit Requests

Inasmuch as Affinity does not serve as custodian for any client securities, proxies for securities held in accounts will be provided to each client by the account’s respective broker/custodian.

 

To the extent available, Affinity will provide prospectuses to clients for any investment company prior to actual purchase of fund shares. If prospectuses are not immediately available through Affinity, a portfolio manager handling the account should take all reasonable steps to obtain a prospectus from the fund’s underwriter, distributor or executing broker.

 

With respect to class action lawsuits, Affinity will not be obligated to advise or act for its clients in any legal proceeding, including class actions and bankruptcies involving securities purchased or held in accounts managed by Affinity. Notice of Affinity’s

 
 

position with respect to such legal proceedings will also be acknowledged in Affinity’s Written Agreement.

 

4.7-8       Discretionary Client Record - Rule 204-2(a)(8) and;

4.7-9 Discretionary Powers Record - Rule 204-2(a)(9)

Affinity manages client accounts on both a discretionary and non-discretionary basis. In order to meet the requirements of Rule 204-2(a)(3), the CCO will maintain a list of all accounts managed by Affinity on a discretionary basis as well as a list of non-discretionary relationships. [See: Order Tickets/Memoranda , in paragraph 4.7-3, above, on marking orders as discretionary.]

 

Trades for securities may be entered for execution only if Affinity has received prior written authorization from the client for such transactions. Evidence of Affinity’s authority to manage a client’s account on a discretionary basis will be documented by the client’s signature on the Written Agreement. All written authority granted to Affinity by the client will be restricted to “limited trading authority”, giving the portfolio manager the power to only purchase and sell securities for the account. At no time will Affinity or any of its associates enter into any written or verbal agreement or understanding with a client that gives the associate “full trading authority” over the account since that term may be interpreted as granting authority to withdraw funds and securities from a client’s account.

 

Portfolio managers are not permitted to enter any order for the purchase or sale of securities for any non-discretionary account without first consulting with and receiving the client’s approval for such transaction. Failure to obtain the client’s approval before entering a trade may result in the portfolio manager having to personally absorb any loss to the account if the trade is later canceled. Moreover, it is Affinity policy to closely monitor the occurrences of such breaches of policy and portfolio managers who execute such unauthorized trades may be subject to significant disciplinary action, including termination.

 

4.7-10       Written Agreement Record - Rule 204-2(a)(10)

Affinity will provide advisory services to clients only upon the execution of a Written Agreement between Affinity and the client. The general terms and conditions of such agreement are discussed above in Client Agreements/Contracts . Inasmuch as the New Account Acceptance Sheet to the Written Agreement contains important information about the client’s personal and financial circumstances, including his/her investment objectives, no securities transactions are to be executed in a client’s account until the complete Written Agreement has been reviewed and approved by a principal of Affinity. Such review and approval will be evidenced by the signature of a principal of Affinity on the Written Agreement. Upon approval by the CCO, the original copy of the Written Agreement will be placed in the client’s file folder with a duplicate copy maintained in Affinity central filing system.

 

4.7-11       Advertising Records - Rule 204-2(a)(11)

a.       General Discussion

Rule 206(4)-1 of the Advisors Act defines the term “advertisement” to include any “notice, circular, letter or other written communication addressed to more than one person, or any notice or other announcement in any publication or by radio or television, which offers (1) any analysis, report or publication concerning securities, or which is to

 
 

be used in making any determination as to when to buy or sell any security, or which security to buy or to sell, or (2) any graph, chart, formula or other device to be used in making any determination as to when to buy or sell any security, or which security to buy or sell, or (3) any other advisory service with regard to securities.” This broad definition generally encompasses any form letter and includes the standardized written material in booklets used by advisors for presentations to prospective clients.

 

Rule 206(4)-1 does not require that an advisor submit an advertisement to the SEC for approval. As a matter of policy, the SEC will neither review specific advertising material, nor will the staff approve or disapprove any advertisement prior to its dissemination to the public.

b.       What is Misleading Advertising

Section 206(4) of the Advisors Act addresses generally false and misleading advertising by an investment advisor and Rule 206(4)-1(a), thereunder, lists the following activities which the SEC considers to be false and misleading: [Note: The word “distributing” is used synonymously with “publishing” and “circulating.”]

· Distributing any testimonial about the advisor extolling his/her investment advice, analyses, reports or other services rendered by the advisor;
· Distributing any advertisement which refers to past specific recommendations that were or would have been profitable, unless the advisor offers at the same time to furnish a list of all recommendations made within the immediately preceding year. If a separate list is provided, it must contain: (i) the name of each security recommended by the advisor; the date and nature of the recommendation (buy, sell or hold); (ii) the market price of the security at the time of recommendation, the market price at the time of execution and the most recent market price; and (iii) the following cautionary legend: “It should not be assumed that recommendations made in the future will be profitable or will equal the performance of the securities on this list.”
· Distributing any graph, chart, formula, or other device which claims it can be used to determine which security to buy or sell, or when to buy or sell, or which claims it will assist an investor in making such decisions for himself, without prominently disclosing the limitations and difficulties of using such devices, formulas, etc.
· Distributing an offer to provide any report, analysis, or other service without charge unless such service or material actually is or will be furnished entirely free and without any condition or obligation, directly or indirectly; or
· Distributing any untrue statement of a material fact, or which is otherwise false or misleading.

 

Advertising may also be deemed misleading, if it implies something about the competence of an advisor, or the investment experience (success) of advisory clients, or suggests that similar investment strategies would be beneficial to prospective clients about whom the advisor may have little or no information as to investment objectives or financial circumstances.

 

The SEC has said that the use of such words as “superior” and “excellent” may also be misleading because “such superlatives may lead investors to believe that the advisor is

 
 

the only one capable of providing adequate advisory services or infer something about future investment results that may not be warranted and may lead prospective investors to conclude erroneously that comparable opportunities cannot be found elsewhere.” [From a 1999 SEC deficiency letter to an advisor.]

 

In another deficiency letter, the SEC asked an advisor to provide its “analyses and any documentation” to support the accuracy of statements in the advisor’s marketing materials which claimed: “Our long-term record shows that a consistency of approach and a commitment to quality stocks, which have the potential for appreciation in value, have resulted in increased wealth for our clients” and, “Our investment approach has enabled us to achieve long-term investment returns for most of our clients.”

 

Remarks paraphrased by a newspaper article about the advisor are not ordinarily subject to the advertising rules, unless the article was planted by the advisor as a disguised advertisement to solicit new clients. “Planted material” may fall under the anti-fraud provisions of Section 206. Investment advisory material that promotes advisory services for the purposes of inducing potential clients to subscribe to those services is considered advertising material within the Rule.

 

It is the responsibility of the CCO to review Affinity advertising and sales materials to determine that it complies with the provisions of Rule 206(4)-1 and to ensure that the advertising does not violate any of the anti-fraud provisions of Section 206 of the Advisors Act. While an advertisement may accentuate positive facts about Affinity, the CCO should be prepared to document the accuracy of such claims if required by regulatory authorities. In addition to the legal requirements of the advertising rules, the CCO will review all sales literature to ensure that it is accurate and in good taste so as to reflect favorably on Affinity.

 

4.7-12       Acknowledgment of Receipt of Documents from Solicitors - Rule 204-2(a)(15)

Affinity may enter into arrangements with individuals and professional organizations whereby these parties are compensated for referring prospective clients to Affinity. These referring parties are termed “solicitors.” In complying with the provisions of Rule 206(4)-3, (Cash Payments for Client Solicitations) , the solicitor must give each prospective client, at the time of solicitation , a copy of Part 2A of Affinity ADV and a copy of the solicitor’s Written Disclosure Document, receipt of which must be acknowledged by the prospective client. It is the responsibility of the portfolio manager handling the account to ensure that a copy of the client’s Acknowledgment of Receipt has been received before the solicitor is compensated. All acknowledgments or signed copies thereof will be maintained in each client’s account file. See, sample solicitor’s Written Disclosure Document and Acknowledgment of Receip t in Exhibit 5.

 

4.7-13       Documents Supporting Performance Results - Rule 204-2(a)(16)

Rule 204-2(a)(16) requires Affinity to prepare and maintain documents necessary to substantiate any composite performance that Affinity gives to clients and prospective clients or which is contained in any advertisement distributed by Affinity to the public. The CFO or a designee is responsible for substantiating the performance of all accounts used in the composite(s). Client brokerage account statements or other source documents may be used to substantiate composite performance, provided that such documents reflect all debits, credits, and other transactions in

 
 

the accounts for the period of the statement.

 

If portfolio performance of all discretionary managed accounts is aggregated into one or more composite portfolios purporting to represent Affinity’s overall performance results, the CFO will maintain worksheets and other records necessary to demonstrate the calculation of performance results. Under no circumstances will any letter, notice, advertisement or other communication to the public state or imply that the composite performance of Affinity accounts is presented in conformity with the Global Investment Performance Standards established by the CFA Institute (“CFAI”) unless such results have been verified by the CFO or by an independent party qualified to make such verifications.

 

[ Note : These documents must be maintained for a period of five years following the fiscal year of distribution. For example, if an advertisement includes performance with history back to 1980, the performance of 1980 must be maintained. If the performance for 1980 was dropped from the material during 2011; those records must be maintained for a period of five years following the fiscal year-end of 2011.]

 

4.8       Other Required Books And Records

Inasmuch as most of Affinity Investment Advisors, LLC’s client accounts are managed on a discretionary basis, the CCO will ensure that the following records for such accounts are readily available or can be produced in a timely manner:

 

4.8-1       Securities Record by Client - Rule 204-2(c)(1)

Affinity Investment Advisors, LLC will maintain records for each client showing securities purchased and sold; the date of each transaction and the share amount and price per share for each transaction. Such statement must also show any contributions or withdrawals, receipt of dividends and interest and the total securities holdings in the account at the end of the statement period. Inasmuch as Affinity Investment Advisors, LLC does not hold client funds and securities, account activity and position data required under this rule will be provided in monthly or quarterly statements and trade confirmations by the broker/dealer, bank or other custodian maintaining the client’s account. These statements and confirmations will be maintained by each client’s respective portfolio manager, but will be available for review at any time by Affinity Investment Advisors, LLC’s CCO.

 

4.8-2        Securities Record by Security - Rule 204-2(c)(2)

The CCO will ensure that Affinity Investment Advisors, LLC’s account management software is capable of the prompt retrieval of portfolio data, including securities activities and portfolio holdings for each client account. The software must also be capable of producing a Securities Record by Security, listing all clients whose accounts hold a particular security as of any selected date. Such record must also show the number of shares held in each client’s account. This record is also known as a “cross reference index” or “securities cross reference.”

 

4.9 Books and Records Matrix

Please see Exhibit 10, Affinity’s Books and Records chart for required record retention.

 

 

 

 
 

5.       FINANCIAL AND DISCIPLINARY INFORMATION - RULE 206(4)-4

 

5.1       Financial Disclosure

An investment advisor who has custody or discretionary authority over client funds or securities, or who requires prepayment of fees of more than $500 per client for services to be performed over a period in excess of six months must disclose any financial condition which might impair the advisor’s ability to meet its contractual commitments to clients. Although Affinity does not have custody of client funds or securities, Affinity does manage client accounts on a discretionary basis. For this reason, it is the responsibility of the CFO to ensure that Affinity’s net worth remains positive at all times. At any time, should Affinity’s liabilities actually exceed its assets, or it appears that liabilities may exceed assets, the CFO will immediately notify the Chief Executive Officer (“CEO”) who will take steps to correct the actual or pending net worth deficiency and, if necessary, commence steps to comply with the financial disclosure provisions of Rule 206(4)-4. If the CEO, after consultation with the CFO, determines that Affinity’s financial condition is such that there would be no impairment of its ability to meet contractual commitments to clients, the CFO will have the sole authority to defer implementing the financial disclosure provisions of the rule. However, if such disclosures are deemed necessary by the CCO, existing clients must be notified in writing of Affinity’s financial condition and prospective clients must be informed of such condition before entering into any agreement for advisory services.

 

5.2       Disciplinary Disclosure

Rule 206(4)-4 also requires that Affinity disclose relevant facts about any legal or disciplinary “event” which would be material in evaluating Affinity’s integrity or ability to meet contractual commitments to clients.

 

Rule 206(4)-4 defines “management person” as a person with the power to exercise, directly or indirectly, a controlling influence over the management or policies of Affinity, or to determine the general investment advice given to clients. The following factors are to be considered in determining if an event is “material:”

· The separation of the individual causing the “event” from the advisory functions;
· The nature of the violation or infraction of the law;
· The severity of the sanctions imposed; and,
· The time which has elapsed since the violation or infraction.

 

Rule 206(4)-4 also requires that if Affinity or any associate designated as a “management person” is found to have committed any of the offences listed in sub-section (a) of the rule, such information must be disclosed to clients promptly, and to prospective clients not less than 48 hours prior to entering into any agreement for advisory services, or no later than the time of entering into such agreement if the client has the right to terminate the contract without penalty within five business days after entering into the agreement. For purposes of this rule, the term “promptly” shall mean within ten business days. Disciplinary information may be disclosed to clients and prospective clients in Affinity’s Form ADV provided that delivery of the ADV satisfies the timing of disclosure requirements described in paragraph (c) of Rule 204-3.

 

Under certain circumstances, disclosure of some disciplinary information may not be required

 
 

after a period of 10 years from the date of the violation or if the violation was not material. Any required disciplinary disclosures are to be reported on Schedule D for individuals and on Schedule E for Affinity. It is the responsibility of the CCO to ensure that any disciplinary information requiring disclosure is promptly reported on Affinity’s amended Form ADV and that clients and prospective clients receive the information within ten business days.

 

 

6.       INTERNAL CONTROLS

 

6.1       General

A primary responsibility of the CCO is to ensure that all advisory activities of Affinity are in compliance with the provisions of the Advisors Act and the various SEC rules thereunder. In fulfilling this responsibility, the CCO will implement a compliance system to which both management and all associates are committed fully and which has the effect of fostering a compliance oriented environment within Affinity.

 

6.2       Characteristics of an Effective Compliance System

Specific characteristics of Affinity’s compliance system require that:

· All relevant advisory activities of Affinity are addressed in its written Compliance Manual;
· The Compliance Manual is updated periodically by the CCO and reviewed at least annually by Affinity’s independent consultant or legal counsel;
· The Compliance Manual assigns specific responsibilities to individual associates of Affinity; and,
· All newly employed associates are required to read the Compliance Manual as part of Affinity’s orientation procedures, and all associates of Affinity will receive periodic training in matters of regulatory importance. In addition, the CCO will distribute to all associates involved in providing advisory services, copies of amendments, revisions and up-dates to the Compliance Manual as well as relevant regulatory information received from the SEC and other authorities.

 

To ensure a reliable and effective compliance system meeting the above characteristics, the CCO will develop a system of internal controls to monitor compliance with the procedures specified in this Compliance Manual. The compliance system developed by the CCO will be reviewed and, upon approval, will be implemented by Affinity’s CEO.

 

 

7.       ADVISORY SERVICES OFFERED BY Affinity Investment Advisors, LLC

 

7.1       “Advisory Services” refers to the way in which an advisor conducts its business and its relationship with individual clients. Affinity Investment Advisors, LLC’s duty to each client and the degree of management responsibility assumed varies with the type of services the client may need. In addition, Affinity Investment Advisors, LLC and its portfolio managers have a fiduciary duty to learn the essential facts about each client’s financial situation, investment objectives goals and risk tolerance before executing any transaction for that client.

 

 
 

Affinity Investment Advisors, LLC offers individualized portfolio management services through its portfolio managers/advisor representatives who have been evaluated by the management of Affinity Investment Advisors, LLC as having the requisite qualifications to manage client accounts. These accounts may be managed on a discretionary or non-discretionary basis and the degree of management responsibility may range from “investment supervisory services” to “management services” or may involve only ad hoc consulting on specific issues of concern to the client.

 

At this time, Affinity Investment Advisors, LLC only offers advisory services to clients of Lockwood Advisors Inc.

 

7.2        “ Investment Supervisory Services ” is defined in Form ADV as “giving continuous investment advice to a client or making investments for the client based on the individual needs of the client. Individual needs include the nature of other client assets and the client’s personal and family obligations.” For purposes of this Compliance Manual, portfolio managers advising clients under an investment supervisory program are required to consider the totality of each client’s financial circumstances before recommending a specific security or investment program to that client.

 

At this time, Affinity Investment Advisors, LLC does not offer investment supervisory services.

 

7.3       “Management Services” include portfolio management where the account manager usually does not consider the overall financial circumstances of the client before purchasing or selling a security, but focuses instead on meeting the client’s specific investment objectives.

 

 

8.       UNREGISTERED INVESTMENT COMPANY CONSIDERATIONS

 

Rule 3a-4 of the Investment Company Act addresses the potential problem where Affinity Investment Advisors, LLC may be deemed to be operating as an unregistered investment company where its client accounts are managed on a discretionary basis and each client’s portfolio is structured essentially the same as all the other clients’ portfolios. Since some of Affinity Investment Advisors, LLC’s client accounts are managed on a discretionary basis with many accounts holding the same securities, portfolio managers must take steps to avoid any potential violations of Rule 3a-4. To lessen the possibility of a violation of the rule, the portfolio managers will ensure their client accounts are structured and managed in such a way that:

 

· The client has all “indicia of ownership” with respect to his/her account such as the right to pledge securities as collateral and the right to vote proxies. In meeting this requirement, it is the policy of Affinity Investment Advisors, LLC that all advisory accounts are to be registered/established in the client’s name with the respective broker/custodians. At no time will any account be established jointly with Affinity Investment Advisors, LLC or any associate of Affinity Investment Advisors, LLC without the written prior approval of the CCO.

 

· The client’s financial needs and investment objectives are assessed initially and updated periodically. As required under other sections of this Compliance Manual, the CCO and
 
 

the portfolio managers must maintain a record of periodic account reviews;

 

· The clients have ready access to their respective portfolio manager. Portfolio managers are not required to be available to unscheduled or unannounced visit by clients. However, portfolio managers are expected to periodically meet with clients and should generally be available to take client telephone calls on advisory related matters.

 

· Securities transactions are executed in the name of each client and the broker/dealer or other custodian tracks ownership of securities on a client-by-client basis. Although securities transactions for client accounts may be aggregated in execution, it is the policy of Affinity Investment Advisors, LLC that securities purchased or sold in a block order are to be allocated to the respective client accounts as soon as practicable, but in no case later than the close of business on the trade date.

 

· Although Affinity Investment Advisors, LLC exercises discretionary authority over some client accounts, the client has the ability to place limitations and restrictions on securities purchased or sold in his/her accounts, e.g ., no tobacco stocks, no defense industry related stocks, etc. Any such restrictions should be documented on Schedule A of the client’s Written Agreement.

 

It is the responsibility of both the CCO and the portfolio managers to establish and manage their clients’ accounts so as to comply with all of these conditions. Rule 3a4 considerations in managing accounts are also discussed later under Section 15, WRAP FEE PROGRAMS, in this Compliance Manual

 

 

9.       PORTFOLIO MANAGEMENT

 

9.1       Setting up the Client’s Account

The portfolio manager or sales associate will provide the client with Part 2A and 2B of Affinity Investment Advisors, LLC’s Form ADV or any other disclosure statements used to describe the firm’s management services and other important information. The portfolio manager will also obtain all supporting documents necessary to set up the account, including trading authorization/power of attorney, joint account agreement, margin agreement (if applicable), trading restrictions, authorization to withdraw advisory fees, solicitation disclosures, etc. With respect to joint accounts, the portfolio manager will determine that all parties to the account for whom advisory services are being provided have signed the Written Agreement. No trading may occur in a client’s account until the Written Agreement, with supporting documents, has been completed and signed by the portfolio manager and reviewed by the CCO. Affinity personnel will also complete a New Account Acceptance Sheet which will be signed off on by the CCO.

 

9.2       Determining Suitability

Affinity acts in an advisory capacity for clients of Lockwood Advisors, Inc. (“Lockwood”) only. Prior to accepting an account for a client of Lockwood, the CCO and portfolio manager will review the “Client Information” provided by Lockwood as defined in the Master Management Agreement between Affinity and Lockwood dated November 1, 2010. If, after review, the CCO and portfolio manager determine the Management Services of Affinity are suitable for the client,

 
 

the account will be accepted.

 

The CCO will use the above information to monitor the ongoing activity in the client's account and ensure that such activities are in accordance with the financial requirements and investment objectives shown on the client’s written agreement. Any securities transactions which deviate from the investment objectives shown on the Client Information will be discussed with the portfolio manager handling the account. If it appears to the CCO that such deviations are inconsistent with the client’s stated objectives and are frequent in number, the CCO may contact the client to confirm the accuracy of the Client Information. If the client’s objectives have changed, Lockwood shall provide updated Client Information supporting the change before any further trades are entered for the account. In addition to requiring updated Client Information on a client directed trade, the CCO will have the authority to require that the client execute an affidavit for the purchase of any security that is totally inconsistent with the client’s investment objectives. The affidavit will state, in substance, that the client understands that the security in question is inconsistent with the client’s investment objectives given in the Client Information and that the order to purchase the security is at the client’s insistence and risk.

 

 

9.3       Managing the Client’s Account

It is the responsibility of each portfolio manager to devote the requisite amount of attention to professionally manage each of his/her accounts in accordance with the investment requirements and objectives of the client. In managing accounts, each portfolio manager is required to maintain regular communications with his/her clients. At a minimum these communications will include the following:

 

· Affinity Investment Advisors, LLC will provide each client with a quarterly review and analysis of his/her account and provide any additional information on the account which may be requested by the client. It is the responsibility of each portfolio manager to keep his/her clients apprized of relevant changes in the economy, market conditions and about Affinity Investment Advisors, LLC’s investment views and expectations for the economy and the markets.

 

9.4       Monitoring Account Activity

After an account has been approved for a specific investment strategy, the CCO shall be responsible for ensuring that the securities purchased or sold are consistent with the client’s investment objectives as recorded on the Written Agreement. The CCO will also look for any evidence of excessive trading or conflicts of interest between the portfolio manager and the client. At least annually, the CCO will review client files to determine that all information and supporting documents are current and complete.

 

9.5       Termination of Accounts

Every client will have the right to terminate his/her management agreement with Affinity Investment Advisors, LLC at any time upon written notice. Inasmuch as advisory fees are billed in arrears for services previously rendered, client accounts will be charged for earned but unpaid advisory services prorated on a daily basis at the same percentage rate as that used to determine their quarterly advisory fee. Any pre-paid advisory fees will be prorated to the date of termination and any unearned advisory fees will be promptly returned to the client.

 
 

 

9.6 Valuation

Affinity invests primarily in publicly traded and listed common equity securities and generally values each client’s portfolio in accordance with the below procedures:

 

· A security listed on a national securities exchange or national market is valued at its last sale price on its principal exchange or market on each valuation date. Such prices are obtained from Affinity’s third party pricing sources, primarily FT Interactive (IDC),

 

· If a price is not available through IDC, Affinity will source the price first through Thomson Reuters then Bloomberg.

 

· A security without an active trading market or that is not valued on an active market is assigned a fair value based on the Global Investment Performance Standards recommended valuation hierarchy:

 

- Objective, observable quoted market prices for similar investments in active markets. If not available or appropriate, then investments are to be valued using;

 

- Quoted prices for identical or similar investments in markets that are not active (markets in which there are few transactions for the investment, the prices are not current, or price quotations vary substantially over time and/or between market makers). If not available or appropriate, then investments are valued based on;

 

- Market-based inputs, other than quoted prices that are observable for the investment. If not available or appropriate, then investments are valued based on; Subjective unobservable inputs for the investment where markets are not active at the measurement date. Unobservable inputs are only used to measure the fair value to the extent that observable inputs and prices are not available or appropriate. Unobservable inputs reflect Affinity’s own assumptions about the assumptions that market participants would use in pricing the investment and are developed based on the best information available under the circumstances.

 

All fair valued securities must be approved by the CCO, who will be responsible for maintaining documentation of the valuation. Quarterly, the valuation committee will meet to review any issues that have occurred during the quarter and to discuss any new processes regarding valuation going forward.

 

9.7 Proxy Voting

 

Affinity Investment Advisors, LLC (Affinity) considers proxy voting an important responsibility in its role as an investment advisor. The guidelines set forth below are to be followed in discharging our responsibilities as a fiduciary in voting proxies for

 
 

clients who choose not to vote for themselves. These procedures also ensure that plan fiduciaries have the ability to review how proxies were voted in compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

· Affinity takes steps to ensure that reasonable efforts are made inasmuch that voting should take place in a timely fashion and that the firm casts all proxy votes.
· We use reasonable efforts to do a thorough analysis of the issues and their potential impact on shareholder value in order to cast an informed vote.
· Proxy information is maintained in a file with a record of how the proxy vote was cast.
· Affinity acknowledges its responsibility to vote proxies in a manner that ensures the exclusive benefit for the clients. The firm casts such proxy votes to advance the economic interests of our clients and protect their rights as beneficial owners of the corporations in whose securities we invest.
· Affinity is not required to vote every client proxy and refraining from voting should not necessarily be construed as a violation of Affinity’s fiduciary obligations.  Affinity shall at no time ignore or neglect its proxy voting responsibilities.  However, there may be times when refraining from voting is in the client’s best interest, such as when an adviser’s analysis of a particular client proxy reveals that the cost of voting the proxy may exceed the expected benefit to the client (i.e., casting a vote on a foreign security may require that the adviser engage a translator or travel to a foreign country to vote in person).  Such position also complies with Interpretive Bulletin 94-2 of the DOL.
· As a default, proxies are generally voted by Broadridge in accordance with Glass Lewis recommendations. However, Affinity retains ultimate decision making authority with respect to the voting of client proxies and reserves the right to override Glass Lewis recommendations.
· Affinity generally votes non-shareholder value issues in alignment with management so long as there is no conflict with shareholder value. Examples of issues which pose a conflict with shareholder value would be poison pills and other anti-takeover measures. Even if the proposal is recommended by management, Affinity would vote against the measure.
· Reasonable efforts are made to inform the portfolio management team of the proxy materials.
· The portfolio management team shall be responsible for making voting decisions with respect to all client proxies, where a proxy is not voted in accordance with Glass Lewis recommendations.  Such decisions shall be in writing and provided to the Chief Compliance Officer who will then ensure that such proxy votes are submitted in a timely manner.
· In the event there is a potential conflict of interest in a ballot, we will obtain a third-party to vote in the best interest of our clients.
· For any client who has provided specific voting instruction, Affinity shall vote that client’s proxy in accordance with the client’s written instructions.
· Affinity will vote all proxies for the mutual fund.
· Affinity will be responsible for filing the Form NPX.
 
 
· Quarterly, the proxy committee will meet to review any issues that have occurred during the quarter and to discuss any new processes regarding proxies going forward.

 

 

10.       PROHIBITED TRANSACTIONS

 

10.1 Front Running

As discussed in the Code Of Ethics section titled Restrictions on Activities, a portfolio manager is not permitted to benefit from placing his personal securities trades, or those of any associated persons, “in front of” the client’s order to buy or sell thereby receiving a better price than the client. Any portfolio manager or associated person’s orders being executed for the same security as that of his/her clients must document the time of entry and execution of the orders to show that no violations of the front running rule have been made.

 

10.2 Diverted Opportunity

Portfolio managers may not appropriate for themselves a trading opportunity that should belong to their clients. This situation may occur when a limited investment opportunity, such as a thinly traded security, is purchased for the portfolio manager’s personal account although the security was suitable for client accounts. If the security appreciates in value, there may be the perception that the portfolio manager diverted the investment opportunity to his own account at the client’s expense. In addition to the various trading restrictions imposed on associates of Affinity Investment Advisors, LLC discussed later, in Conflicts of Interest, the CCO should be alert for situations where portfolio managers may be purchasing highly speculative or thinly traded securities for their personal accounts.

 

10.3       Conducting Business in States where not Registered

Most states have regulations requiring registrations and/or educational testing of investment advisory representatives who conduct investment advisory business in their respective states. Some states do permit certain isolated exemptions (i.e. advisory relationships with five residents without being registered), however, each state’s regulations must be closely reviewed and strictly adhered to. Before a portfolio manager opens an out-of-state account, he/she must contact the CCO to determine the registration requirements of that state.

 

10.4        Holding Clients’ Funds or Securities

Associates of Affinity Investment Advisors, LLC are prohibited from ever holding customer funds or securities or acting in any capacity as custodian for a client account. Moreover, no associate is permitted to borrow money or securities from any Affinity Investment Advisors, LLC client, nor are associates permitted to lend money to any client, unless approved in writing by the CCO.

 

10.5       Anti-Money Laundering/OFAC Policies

Money laundering is defined as a criminal activity that occurs when money from illegal activity is moved through the financial system to make it appear the funds come from legitimate sources.

In the U.S., anti-money laundering legislation came into existence in 1970 with the Bank Security Act. The 1986 Money Laundering Control Act and the recent USA Patriot Act of 2001 reinforced government commitment to contain and impede illegal financial activity. Registered

 
 

investment advisers are not currently subject to the provisions of the USA Patriot Act. On October 31, 2008, FinCEN withdrew the proposed rules requiring investment advisers to adopt and implement an anti-money laundering (“AML”) compliance program (http://www.fincen.gov/news_room/nr/pdf/20081030.pdf). As such, Affinity has not adopted and implemented (to the extent required under the USA Patriot Act) an AML compliance program.

 

All U.S. persons, including investment advisors, must comply with the requirements of the U.S. Office of Foreign Assets Control (OFAC). OFAC imposes sanctions against various foreign governments, financial institutions and other persons who are involved in or suspected of terrorism, drug trafficking or other types of illegal activities. OFAC prohibits U.S. persons from entering into various prohibited transactions with particular jurisdictions or persons identified by OFAC.

 

To ensure compliance with OFAC requirements, Affinity gathers such information as deemed necessary to “know” the client . This information helps the firm to determine whether to retain the client relationship or to accept a prospective client.

In addition, client and prospective client names will be checked, if deemed necessary, against OFAC’s list of prohibited governments, agents and entities (www.treas.gov/ofac).

 

For the Mutual Fund sub-advised by Affinity, the CCO will rely on the transfer agent and respective custodian’s AML programs.

 

RESPONSIBLE PARTY: The CCO is responsible for the review of client information and comparison against OFAC list if applicable.

 

 

 

11.       BROKERAGE PRACTICES & EXECUTIONS

 

Introduction

Section 206, the anti-fraud provision of the Advisors Act, imposes a fiduciary duty on investment advisors. As such, an advisor has an obligation to act in the best interest of its clients and to place their interests before its own. Among the specific obligations that flow from an advisor's fiduciary duty is the requirement to obtain the best price and execution of client securities transactions where the advisor is in a position to direct brokerage transactions. Such execution must be in a manner that the client's total cost or proceeds in each transaction is the most favorable under the circumstances. In selecting a broker to execute our clients’ securities trades, Affinity will consider the full range and quality of a broker's services, including execution capability, commission rate, financial responsibility, and responsiveness to the advisor. Affinity is not obligated to get the lowest possible commission cost, but rather should determine whether the transaction represents the best qualitative execution for the managed account.

 

11.1       Best Execution

In trying to obtain "best execution", each portfolio manager must consider the following factors in placing securities transactions with broker/dealers:

 

 
 
a. Execution Capability

Brokers may have different execution capabilities with respect to different types of orders and securities. For example, some brokers may have good execution capability with respect to large exchange-listed equity block positions while others are more efficient in the execution of difficult orders in the over-the-counter market, transactions in derivatives, or fixed income securities.

 

b. Commission Rates

Affinity’s consideration of the commissions charged by a broker is an integral part of its evaluation of order execution. Commission rates are a function of the size of the order, the price of the security, Affinity’s transaction volume with that broker, and whether the receipt of products or services is involved.

 

c. Responsiveness and Financial Responsibility

In the execution of transactions, Affinity may consider the broker's responsiveness to requests for trade data and other financial information. Responsiveness includes such factors as the willingness and ability of a broker to take financial risks in the execution of large block orders or how accommodating, in general, the broker is to the trading requirements of Affinity.

 

d. Other Factors for Determining Best Execution

The Associate Director of the SEC’s Office of Compliance Inspections and Examinations has suggested the following factors advisors should consider when determining best execution. It will be the responsibility of the CCO to evaluate each of these factors to ensure that Affinity Investment Advisors, LLC is realizing the most favorable cost and brokerage services for its clients under the circumstances.

 

· The amount of business with each broker-dealer and the justification for directing trades to those brokers-dealers;
· Gross compensation paid to each broker-dealer;
· Competitiveness of commission rates and spreads, including the documentation to support such competitiveness, i.e. comparison of “standard” commission rates or “minimum” transaction costs between broker-dealers offering comparable products and services;
· Statistics or other information by independent consultants on relative quality of executions/financial services by broker-dealers;
· Financial strength (net capital) of broker-dealers;
· Ability to respond promptly to investor/advisor inquiries during volatile markets;
· Accommodation of third-party soft dollar arrangements and step-outs;
· Availability of IPOs to investment advisors for subsequent allocation to clients;
· The ability of the broker-dealer to handle a mix of trades, i.e. block trades and
 
 

odd lots;

· The willingness and ability of a broker to “work” large or difficult trades for the advisor’s clients so as to obtain best executions;
· Whether advisory client may be inconvenienced or ill-served by the geographical distribution of the broker-dealer offices;
· Whether the broker-dealer is equipped to handle electronic trade entry and reporting links with the advisor;
· The value of privacy considerations, liquidity, price improvement, and lower commission rates on electronic communications networks (ECNs);
· Opportunity costs, i.e., the cost associated with the opportunity to work with major broker-dealer who may offer a wide variety of products and services. This might also include “boutique” firms which only deal with specialized products;
· Does the broker-dealer have adequate back office staff to efficiently handle trading activity, especially in volatile or high volume markets?
· Are securities trades executed with a minimum number of errors?
· How do transaction cost (commissions) compare between directed and non-directed client accounts?
· What products and services have been obtained (or are available) from broker-dealer that fall outside the soft dollar safe harbor, and not research, and benefit only the advisor, not the investors?
· Are transactions directed to broker-dealers who are active in selling shares of funds sponsored or managed by the advisor?

and,

· The overall responsiveness of broker-dealers, i.e., how well does the broker-dealer serve the advisor and its clients?

 

11.2       Soft Dollar Transactions and Conflicts of Interest

Affinity does not currently utilize soft dollars; however, if the firm elects to utilize them in the future, policies and procedures will be updated as necessary.

 

11.3 Referral of Clients to Affinity by Brokers or Broker/Dealers

If a client is referred to Affinity by a registered representative, and the client directs Affinity to effect brokerage transactions through that registered representative and his brokerage firm, the client must be advised in writing that Affinity may have a conflict of interest because its duty is to the client to obtain the most favorable brokerage commission rates available under the circumstances and Affinity’s desire to obtain future referrals from that registered representative or brokerage firm.

 

11.4       Directed Brokerage

 
 

If a client directs Affinity to use a particular registered representative or brokerage firm, such instructions must be in writing. The client may at any time change such instructions by giving written notice to Affinity. It is the responsibility of the associate managing the account to advise the client, in writing, that as a result of such brokerage, the client may pay a higher brokerage commission than might otherwise be paid had Affinity been granted discretion to select a broker to handle the client’s account. In addition, if a client directs Affinity to use a particular registered representative or brokerage firm, the client must also be advised that Affinity may be unable to bunch, block or aggregate his/her trades with those of other clients. The inability to bunch trades may result in the client’s not receiving the best execution for his/her trades.

 

11.5 Negotiation of Brokerage Commission Rates

As a fiduciary, Affinity is under a duty to negotiate the most favorable commission rates available for its clients under the circumstances. Unless the client directs Affinity to use a particular registered representative or brokerage firm and instructs that we NOT negotiate commission rates, Affinity will use its best efforts to obtain the most favorable rates for the account based on the size and anticipated trading activity in the account. It is the responsibility of the portfolio manager handling the account to document his/her efforts to negotiate a favorable rate for the client. Proper documentation would include a schedule of the broker’s standard commission rate schedule (if obtainable), the best rate available considering the size and type of the account and the name and position of the person at the broker/dealer through whom the rate was negotiated.

 

11.6       Bunched, Blocked or Aggregated Trading

a.       Background

The practice of bunching or aggregating orders has been used by advisors for many years, but its use has accelerated recently as it has become popular to hire managers for a particular investment style or asset allocation strategy. In these circumstances, advisors manage many accounts in an identical manner and desire to minimize variations in performance among these accounts. Bunching helps to accomplish this goal. The growth of wrap-fee programs has also contributed to the increased use of bunching. Bunching, if used properly, can benefit both the client and the advisor. However, bunching can also be used to disguise practices that may favor certain clients to the disadvantage of other clients or to favor proprietary accounts to the detriment of client accounts. The SEC has taken the position that an advisor can bunch orders for clients whether they be individual, institutional or investment company so long as all accounts participating are treated fairly. The term “treated fairly” is very subjective, but for purposes of this Compliance Manual it means the clients receive the best execution under the circumstances and that no client is favored over another.

 

The portfolio managers of Affinity may for a number of reasons, bunch, block or aggregate brokerage orders for their clients rather than execute individual transactions for each account. These reasons include: (1) obtaining lower commission rates; (2) avoiding the time and expense of simultaneously entering similar orders for many individual client accounts that are managed similarly; and (3) ensuring that all accounts managed in a particular style obtain the same execution to minimize differences in performance.

 

b.       Problems that Can Result from Bunching

 
 

If bunching and related allocation practices are not performed appropriately, clients can be harmed. The following list identifies and describes a number of ways in which bunching can be used to harm clients. The CCO must be aware of these possibilities and watch for indications of their presence during his daily review of order tickets.

· Accounts participating in a trade do not receive the average price paid. Securities purchased at the lowest price or sold at the highest price are allocated to favored clients. [ Note : Average pricing is not the only fair method of allocating bunched trades. However, it is the most commonly used method, due primarily to its ease of application. Thus, the failure to use average pricing is not fraudulent in and of itself, but should alert the CCO to ask questions as to why this approach is not being used.]
· Order memoranda list neither accounts participating in each trade nor the extent of their participation. The portfolio manager waits until later in the day, or in extreme situations, until the next day to decide how the trade is to be allocated based on subsequent market movement. The result is that favored clients (or a proprietary account) may get the instrument if price movement is favorable and other accounts may get the instrument if price movement is unfavorable. This practice is known as "cherry-picking".
· Changes in accounts participating in a trade or the extent of their participation from that stated on the order ticket are not documented and the reasons for such changes are not stated. Portfolio managers substitute other accounts depending on market action during the day to favor particular clients or groups of clients.
· Allocation instructions are not given to executing brokers on trade date. This practice is possible when bunched trades are executed through omnibus accounts. The portfolio manager can use price movement in the investment subsequent to trade date to determine how the shares will be allocated among accounts and favor certain accounts to the detriment of others.
· When proprietary accounts participate with client accounts in bunched trades, the proprietary accounts get benefits based on the volume of client trading. Joint participation may make it easier for the advisor to skew allocations to favor proprietary accounts and may cause the execution of the trade to be less favorable than would otherwise be the case. Notwithstanding these concerns, the SEC has now permitted the bunching of proprietary and client accounts, provided that such practice does distort the transaction cost to clients which could result from the greater volume and ticket size of the aggregated order. If there is any reasonably likelihood of distortion in an execution price resulting from an aggregated order, the portfolio managers must execute client transactions before those of Affinity.

c.       Trade Allocation Procedures for Bunched Orders

Consistent with Affinity’s obligation to seek best execution, portfolio managers should aggregate client orders whenever possible. The procedures outlined below have been designed to ensure that purchase and/or sell orders which have been aggregated/bunched are allocated fairly among clients so that, over time, all clients are treated fairly, consistent

 
 

with their investment objectives. These procedures also seek to meet the best execution criteria discussed above.

 

· An order filled through a series of executions through the same broker on the same terms (e.g., market or limit order) on the same day should generally be allocated using an average price. Once an order is filled, however, subsequent orders for the same security on the same day will not be averaged with the filled orders already filled for allocation purposes.
· Portfolio managers should make a preliminary allocation before execution. As a general policy, the allocation should be finalized no later than the close of business on trade day.
· When an aggregated order is filled in its entirety, the order will be allocated to participating accounts in accordance with the preliminary allocation schedule. Deviations from the preliminary allocation and the justification for such will be documented in writing by the respective portfolio manager. An order will be deemed to be “filled in its entirety” even if it takes more than a single day to complete the entire transaction, so long as there is a reasonable expectation that the order will be filled within a reasonable period. In such cases, the portion of the order completed each day ordinarily will be allocated in accordance with the preliminary allocation schedule.
· When an aggregated order is only partially filled (and there is no reasonable expectation that the entire transaction will be completed within a reasonable period), the order will, generally, be allocated among the participating clients on an objective basis, as described below.
· When the portion of a partially filled order that may be allocated to a participating account is such that after the allocation, the account’s holdings of the security would fall below the account’s target weighting, as described below, the account will not be allocated any portion of the order. In the event that allocation of a partially filled order would cause holdings for all participating accounts to fall below target weighting, the entire order may be allocated to a single account. The account which receives such an allocation will be rotated so as to achieve equity in distribution over time.

d.       Allocation of Orders Filled Over Several Days

In the case of securities in markets with low trading volume, it may be difficult to fill an order in the course of a single day. Filling an order over the course of two or more days may result in increased transaction costs and variable execution prices. If an aggregated order that involves both large accounts and small accounts takes longer than a single day to fill, a portion of the order acquired on the first day will be allocated pro-rata across participating accounts. An alternative method that takes into account transaction costs may also be considered if the method achieves a degree of fairness to all participating clients over time, and the allocations are appropriately documented.

 

 
 

e.       Allocation of Initial Public Offerings (IPO)

Affinity does not currently participate in IPOs.

 

f.       Allocation of Private Placement Offerings

Affinity does not currently participate in Private Placement Offerings.

 

g.       Other Factors in Determining Allocation Methodology

In addition to the above procedures for allocation of bunched or allocated trades, the portfolio manager should also consider the following other factors in determining allocation methodology:

· Account-specific investment restrictions, i.e. no defense or tobacco stocks, etc.
· Undesirable position size. In certain cases, the amount allocated to an account on a pro-rata basis may create an undesirably small or large position.
· Need to restore appropriate balance to client portfolio if it has become over or under weighted due to market action.
· Client sensitivity to turnover. Such clients may be excluded from participation in positions that are not expected to be long-term holdings.

·          Client tax status.

·          Regulatory restrictions.

· Common sense adjustments that lead to cost savings or other transactional efficiencies.
· Investments may not be suitable for, or consistent with, known client investment objectives and goals.

11.7       Trade Order/Rotation

Affinity will bunch similar orders for accounts within the same investment strategy and with the same documented brokerage instructions (directed brokerage). Accounts with no directed brokerage instructions will be bunched into one block. Affinity will use a random trade order generator to determine the order in which each block is submitted. Affinity also participates in Unified Managed Account (“UMA”) programs where Affinity submits a model portfolio to the sponsor of the UMA program. Sponsors of UMA programs are typically responsible for generating and executing trade orders for the program participants. UMA platforms will participate in Affinity’s random trade order generation process to allow for equitable trade rotation amongst all clients.

 

 

11.8       Trade Errors

At the time the error is discovered, Affinity will determine the course of action that maximizes the financial gain (minimizes loss) to the client(s) for which the trade was intended. If necessary,

 
 

the client may be contacted for further direction. The portfolio manager/trader will direct the broker/dealer to the corrective action. If the corrective action results in a monetary loss to a client(s), Affinity will reimburse the client directly. Additionally, material losses absorbed by the broker/dealer on a client’s behalf will be reimbursed to the broker dealer with a hard-dollar check, if the fault of Affinity. Any gains resulted of the error will remain in the client account. No corrective action is to be taken prior to review by the CCO (or, if unavailable, the CEO).

For all trade errors, the portfolio manager and/or trader will fill-out a standardized error report

form and circulate the form to the CCO for approval. Affinity will fill out a trade error form even if there was not a monetary loss to ensure the firm takes appropriate measure to prevent the same type of error in the future. The original trade error report, along with documentation of payment related to client/broker reimbursement will be filed in the compliance files. Copies of the trade error report are filed with the trade settlement documentation for that day and with any records related to a payment made to a client or broker/dealer in conjunction with the error.

 

Complete review of the trade error will be made by the CCO to determine if future corrective measures should be made. A copy of the Trade Error Report form is in Exhibit 7.

 

11.9       Review of Best Execution

Affinity has established a numerical scoring system to assist in an objective evaluation of brokers. Based on the type of broker relationship (i.e., research, execution, electronic communications network-ECN, client-directed or custodian), specific criteria are used when determining a broker’s score. Best execution evaluations are completed by one of the portfolio managers quarterly and compared against actual commissions generated for reasonableness.

 

Based on the scores obtained, Affinity may elect to either suspend or reactivate a suspended broker relationship provided the broker shows adequate evidence it has remedied the problem which originally resulted in the sub-standard score.

 

11.10       Approved Broker-Dealer List

With the exception of a “directed brokerage” arrangement, only portfolio managers, analysts and traders may request that broker-dealers be added to the Approved Broker-Dealer List (the “List”). Upon requesting the addition of a new broker-dealer to the List, the portfolio manager, analyst or trader must complete the applicable section of the “Broker Dealer Approval Form” and submit it to the Chief Compliance Officer for review.

 

As part of the approval process, the Chief Compliance Officer conducts due diligence on each new broker by reviewing certain factors such as the financial stability, execution capabilities and disciplinary history. The Chief Compliance Officer documents this review on the Broker Dealer Approval Form, which is then discussed with the Equity Team for approval or denial.

 

Quarterly, the CCO or designate will conduct a review of brokers that have not been used for a period of 12 months and shall present their findings to determine whether a broker-dealer should be removed from the List.

 

The Chief Compliance Officer maintains a copy of the most recent Approved Broker-Dealer List and distributes it to relevant staff as changes are made to the List.

 

 
 

Limitation on Doing Business; Reporting

Traders may only do business with broker-dealers who are listed as currently approved broker-dealers, except where clients have designated specific broker-dealers by appropriate language and such change has been approved by the Chief Compliance Officer.

 

In rare circumstances and in the pursuit of best execution, equity traders need the flexibility to add a broker before completion of the Broker-Dealer Approval Form. On these isolated occasions, the trader adding the broker will provide the Chief Compliance Officer documentation to support the addition of the particular broker. 

 

The Chief Compliance Officer will maintain a file with the pending for approval broker-dealers used and the supporting documentation. The file will be reviewed quarterly for patterns and indication of abuse.

 

 

 

12.       WRAP FEE PROGRAMS

 

12.1       Wrap Programs for Advisors

A wrap fee program is any program under which a client is charged a specified fee or fees not based directly upon transactions in the client’s account for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisors) and execution of client transactions. Sponsors of wrap fee programs are usually broker/dealers who are compensated under these programs for organizing or administering the programs or for selecting or providing advice to clients regarding the selection of professional portfolio managers under the program. Appendix 1 to the Form ADV is used as the wrap fee disclosure brochure. The Schedule must be provided to all prospective and current clients by the sponsor or participating advisor in a wrap fee program.

 

Under a wrap fee program, brokers typically charge an annual flat fee, billed quarterly, and based on a percentage of assets under management. The annual fee covers both management and brokerage expenses and provides clients with a portfolio manager who actively manages the client’s assets. Typically, the broker/dealer monitors the manager’s performance and provides the client with trade confirmations and monthly or quarterly brokerage statements. Although the broker may be primarily responsible for trade executions, an advisor with discretion has a duty to provide suitable advice not only regarding types of investments but also regarding types of brokerage fee arrangements. The advisor must act in the best interests of his client and has a duty to obtain best execution and that an advisor must carefully consider whether a wrap fee is suitable and appropriate for its client prior to entering into such an arrangement.

 

12.2       Limitations of Wrap Programs

All clients and prospective clients of Affinity must be made aware of the following limitations of wrap programs, all of which will be disclosed on Affinity’s Form ADV part 2A as filed with the SEC beginning March 31, 2011.

· Wrap program may not be suitable for all investment needs and any decision to participate in a wrap program should be based on the client’s own financial circumstances and investment goals.
 
 
· The benefits under a wrap program are a function of the size of the client’s account and the number of transactions likely to be generated in the account i.e., wrap accounts may not be suitable for accounts with little activity or accounts comprised principally of fixed income securities.
· Participating in a wrap program may cost more or less than the cost of purchasing such services separately from the broker or dealer.
· Affinity receives compensation as a result of the client’s participation in a wrap program.
· Affinity may have a financial incentive to recommend wrap programs over other programs and services.

12.3       Other Disclosures

In 1997, the SEC adopted Rule 3a-4 of the Investment Company Act of 1940, which provides a non-exclusive safe harbor to remove certain similarly managed accounts from the definition of an investment company. As discussed earlier, the rule requires that each client receive individualized investment treatment. Evidence of individualized treatment may be shown by meeting the following provisions of Rule 3a-4:

 

· Each client’s account must be managed on the basis of the client’s financial situation and investment objectives and any reasonable investment restrictions the client may impose;
· The program sponsor must obtain sufficient client information to be able to provide individualized investment advice to the client;
· The sponsor and the portfolio manager must be reasonably available to consult with the client;
· Each client must be able to impose reasonable investment restrictions on the management of the account;
· Each client must receive a quarterly statement with a description of all account activity; and,
· Each client must retain certain indicia of ownership of the securities and funds in the account, e.g . the ability to withdraw securities and vote securities, among others.

Rule 3a-4 conditions should be carefully considered to ensure that wrap fee arrangements do not result in a finding that such arrangements are shares of an un- registered investment company. This issue was discussed in Focus Area 9 titled, UNREGISTERED INVESTMENT COMPANY CONSIDERATIONS.

 

 

13.       MARKETING/PERFORMANCE CALCULATION

 

13.1       Where Actual and Model Results Show Performance Net of Advisory Fees

In its response to the Clover Capital Management, Inc. (“Clover”) no-action letter dated October 28, 1986, the SEC’s Division of Investment Management stated that certain disclosures must be made when advertising performance. In the Division’s view, Rule 206(4)-1(a)(5), prohibits,

 
 

among other things, an advertisement of model or actual results that fails to disclose certain information. Since Affinity’s performance is based on actual results and is shown net of advisory fees, all marketing material/advertisements showing composite performance distributed to clients and prospective clients will address the Clover requirements, when applicable:

 

 

DISCLOSURES (ACTUAL & MODEL) :
i the effect of material market or economic conditions on the results portrayed;
ii the deduction of advisory fees, brokerage or other commissions, and any other expenses that a client would have paid or actually paid;
iii whether and to what extent results portrayed reflect the reinvestment of dividends and other earnings;
iv the potential for loss, if the potential for profit is stated or implied;
v if a comparison is made to an index, material facts relevant to the comparison must be disclosed;
vi any material conditions, objectives, and investment strategies used to obtain the results portrayed;
vii results portrayed relate only to a select group of adviser’s clients (e.g., representative account), the basis on which selection was made, and the effect of this practice on the results portrayed, if material;
viii any other material factors that affected performance; and
ix a disclaimer to the effect of “Past performance is not a guarantee of future results.”
(Clover Capital Management, Inc. SEC No-Action Letter, Oct. 28, 1986)

 

 

MODEL PERFORMANCE . Currently Affinity does not present Model Performance, however, in the event model performance were to be presented, the following additional disclosures must be made:

i the limitations inherent in model results (e.g., model returns may not reflect material economic or market factors);
ii material changes in conditions, objectives, or investment strategies of the model portfolio during the period portrayed and the effect of those changes (if applicable);
iii that some or all of the securities or strategies reflected in the model portfolio do not relate, or only relate partially, to the services currently offered by the adviser (if applicable); and
iv that the adviser’s clients actually had investment results that were materially different from those portrayed in the model (if applicable).
(Clover Capital Management, Inc. SEC No-Action Letter, Oct. 28, 1986)
 
 

 

 

13.2       Where Performance is Shown Gross of Advisory Fees

In 1988, the staff of the SEC’s Division of Investment Management modified Clover to permit the use of gross performance results in one-on-one presentations provided the advisor furnish to the client in writing at the time of the presentation: the following information:

 

· Disclosure that the performance figures do not reflect the deduction of investment advisory fees;

 

· Disclosure that the client’s return will be reduced by the advisory fees and any other expenses it may incur in the management of its investment advisory account;

 

· Disclosure that the investment advisory fees are described in Part 2A of the advisor’s Form ADV [or other disclosure brochure]; and

 

· A representative example ( e.g ., a table, chart, graph, or narrative), which shows the effect an investment advisory fee, compounded over a period of years, could have on the total value of a client’s portfolio.

 

Although Clover permits the use of gross performance results, it does not define the parameters of a “one-on-one presentation.” However, the SEC has taken the position that a one-on-one presentation cannot be a canned promotional spiel but must be tailored to the financial and investment needs of each prospective client. This position may require that Affinity portfolio managers tailor their presentations to the prospective client before they have all of the relevant financial and investment related information about the investor. Nevertheless, it is incumbent on each portfolio manager to use his/her best effort to obtain as much relevant information about each prospective client and to include this information in formatting his/her presentation to that client.

 

The SEC’s position also permits Affinity to give performance data to consultants on a gross basis provided our portfolio managers instruct the consultants in writing that the performance data is to be used only in one-on-one presentations and the consultants agree to provide the four disclosures listed above. It will be the responsibility of the CCO to draft procedures that explicitly conveys these instructions regarding one-on-one presentations to each consultant to whom Affinity’s performance results have been provided. In addition, the CCO will ensure that each portfolio manager provides these instructions to all consultants requesting Affinity’s performance data.

 

13.3 Social Media

Employees must realize that any communication about Affinity on an employee’s publicly available social networking web site is considered an advertisement. Because the Adviser Act’s prohibitions on advertising apply to electronic communications, Affinity is ultimately responsible for communications about their advisory firm posted by their employees. Use of social networking sites including Facebook, MySpace, Linked In and others is prohibited for use as a means of communicating with clients, sending client nonpublic information and/or conducting business on behalf of Affinity. The following procedures have been adopted to

 
 

prevent violations:

a. Any discussion of Affinity on social media sites must be limited to the following:
· Employees Name, Title, Contact Information, Profile Picture, and Background
· Affinity’s Name and Contact Information
· Employees may include the Affinity website on their profile.
b. The use of testimonials or recommendations, or use of the Affinity name on social networking sites is prohibited. This type of content posted by a third party or by an employee must be removed as soon as possible. Additionally, employees may not link or refer to testimonials on third party sites over which they do not have control.
· LinkedIn has a “recommendations” feature that allows users to post recommendations and endorsements on the public profile page of other users. LinkedIn also contains a “request recommendations” feature that allows users to solicit recommendations for posting on their public profile page. These must not be used.
c. No company page may be created for any site without approval from the CCO.

Annually, all Employees of Affinity will acknowledge their understanding of this policy and they have abided by these requirements.

 

13.4 Review of All Marketing Materials

All marketing materials, including the Firm’s Website, must be reviewed and approved by the CCO before use. Any materials used to discuss or market the Mutual Fund must first be submitted to Northern Lights Distributors for review and FINRA approval before the material is used.

 

 

14.       COMPENSATION/CLIENT FEES

 

14.1       Advisory Fees Based on Assets Under Management

Fees for advisory services are set forth in Affinity’s Form ADV which will be given to each client and prospective client prior to entering an advisory relationship. In addition, the client will execute a Written Agreement that explains the fees and the manner in which the fees will be computed. If the fee is to be shared with other parties, the manner in which the fee is allocated among the parties will be explained in the Written Agreement.

 

If the fees are to be automatically deducted from the client’s account, the client must provide written authorization for such withdrawals as provided in the Written Agreement or by a separate written agreement which permits the fee to be paid directly from the client’s account. Other conditions for automatic withdrawal of advisory fees are discussed in Focus Area 4, above, CUSTODY AND/OR ACCESS TO CLIENT FUNDS AND SECURITIES

 

14.2 Fees Based on Performance

Affinity may charge a performance based fee for client accounts. The fee arrangement will be documented with the client through a Written Agreement. Performance based fees may only be charged to “Qualified Clients”. A qualified client must have at least $1 Million under management with Affinity (up from $750,000) or a net worth of at least $2 Million (up from $1.5

 
 

Million).  The net worth requirement excludes the value of a person's primary residence and mortgage indebtedness up to the home's fair market value but includes indebtedness that exceeds the home's FMV and indebtedness incurred within 60 days of the relevant calculation date.  The rule applies to investors in private funds.  Current investors need not qualify so long as they qualified at the time of investment (including because a private fund manager was not required to register).  However, a current investor into a new fund will be required to qualify if the investment occurs after the rule takes effect, which is expected to be May 2012.  The Rule also requires indexing for inflation every 5 years.  

 

Because Affinity is compensated, in part, based on capital appreciation, there may be an incentive for Affinity to make investments that are riskier or more speculative than would be the case in the absence of such a compensation framework. However, Affinity manages accounts according to the mandate documented within each client’s investment management agreement. Additionally, please refer to Section 11 for how Affinity mitigates this conflict through the trade order/allocation procedures.

 

 

15.       CLIENT REFERRALS

 

15.1       Cash Payments for Client Solicitation - Rule 206(4)-3

Rule 206(4)-3 of the Advisors Act permits the payment of cash referral fees to individuals and companies (hereafter, “solicitors”) who recommend prospective clients to a registered investment advisor. The Rule stipulates, among other things, that there be a written agreement between the advisor and the solicitor which clearly defines the duties and responsibilities of the solicitor with respect to his/her referral activities on behalf of the advisor. In addition to the agreement between the advisor and the solicitor, the solicitor must also prepare a written disclosure document, which explains to the prospective client the terms under which the solicitor is working with the advisor and the fact that he/she is being compensated for the referral activities. It is the responsibility of the CCO to ensure that the activities of any solicitor working on behalf of Affinity be carried out pursuant to a written agreement, which complies with the provisions of Rule 206(4)-3. In addition, the CCO must exercise due diligence to determine that the solicitor is acting in conformity with the written agreement with Affinity, including any specific instructions issued by Affinity.

 

15.2       Requirements under Rule 206(4)-3

a.       The written Solicitor’s Agreement : This is an agreement between the advisor and the solicitor and is generally not given to prospective clients. Samples of Affinity Solicitor’s Agreements are included in this compliance manual as Exhibit 3 and Exhibit 4. Solicitor’s Agreements must address the following provisions:

 

(1) The solicitation activities to be engaged in by the solicitor on behalf of the investment advisor and the compensation to be received;

 

(2) An undertaking (agreement) by the solicitor to follow the instructions of the advisor and to comply with the provisions of the Advisors Act;

 

(3) The solicitor agrees to provide prospective referral clients a copy of the
 
 

advisors ADV or other disclosure document -- at the time of the solicitation;

 

(4) The solicitor agrees to give the prospective client a copy of the solicitor’s separate Written Disclosure Document -- at the time of the solicitation.

 

(5) A statement that the solicitor is not statutorily disqualified from performing his/her duties as outlined in the agreement.

 

b.       The Solicitor’s Written Disclosure Document

This is a disclosure statement, which is to be given to the prospective client at the time of solicitation . A sample of an Affinity Solicitor’s Written Disclosure Document is included in this compliance manual as Exhibit 5. This must be given by the solicitor, but may also be given by the advisor, to the prospective clients at the time of entering into the advisory agreement. The document must disclose:

 

(1) The name of the solicitor.

 

(2) The name of the investment advisor.

 

(3) The nature of the relationship between the advisor and the solicitor. Is there any affiliation between them such as common control or ownership?

 

(4) A statement that the solicitor is being compensated for referring the client to the advisor.

 

(5) The terms of the compensation arrangement between the advisor and the solicitor.

 

(6) Whether or not the client is going to have to pay more in fees than he/she would otherwise have to pay had there been no solicitor’s compensation.

 

c.       Instructions to Solicitor : Any undertaking to compensate a solicitor for referring clients to Affinity will be evidenced by a written agreement containing the following instructions to the solicitor. The pronoun, “you” in these instructions is intended as the name of the solicitor or the name of the business through which the solicitor conducts business. A sample of Affinity Instructions to a Solicitor is included in this compliance manual as Exhibit 6:

 

“For a cash fee, you have agreed to solicit prospective clients for the advisory services provided by Affinity Investment Advisors, LLC In doing so you have also agreed to comply with the following instructions:”

 

· “Whenever you begin to solicit any client for Affinity’s services, or whenever you refer any client to Affinity, please furnish the name of the prospective client, in writing, to Affinity. This may avoid potential conflicts between other solicitors competing for the same client(s).”
 
 

 

· “You must furnish the prospective clients with a copy of both Part 2A of the Affinity’s Form ADV (or other written disclosure statement) AND the Solicitor’s Written Disclosure Document describing the arrangement between you and Affinity. Copies of those documents have been provided to you.”

 

· “You must obtain and deliver to Affinity a signed and dated Acknowledgment of Receipt from the prospective client attesting that he/she has received from you both of the disclosure documents described above. Please have the prospective client sign two copies of the Acknowledgment of Receipt, one copy of which is for the prospective client and the other is to be delivered promptly to Affinity.”

 

· “Your activities on behalf of Affinity should be limited to client solicitation. You are not authorized to enter into any undertaking or agreement, or to render any investment advice, on behalf of Affinity.”

 

· “You are prohibited from making political contributions and from soliciting or coordinating campaign contributions from others – a practice referred to as “bundling” – for an elected official. You must also disclose any political contributions made during the 24 month period preceding the date below.”

 

· “Failure to follow these instructions may delay any compensation otherwise due to you under our Written Agreement. If you have any questions regarding these instructions, or any other aspect of our solicitation agreement, please contact Affinity.”

 

d. Soliciting Government Entities. In the event the solicitor will be soliciting government entities, the solicitor must be either a registered investment advisor or a registered representative of a broker deal. The CCO will be responsible for ensuring proper registration of such solicitors based on his/her duties. Additionally, to prevent potential conflicts of interest or the appearance of impropriety, Affinity does not allow its executives, employees or solicitors to make political contributions. The firm, its executives, employees, and solicitors are also prohibited from soliciting or coordinating campaign contributions from others – a practice referred to as bundling – for an elected official.

 

[Note : The CCO has an affirmative duty to ensure that the solicitor has complied (and is complying) with the terms of the Written Agreement and should be able to demonstrate what steps he has taken to verify the solicitor’s compliance.]

 
 

16. PRIVATE FUND COMPLIANCE

16.1 Private Placement Memorandum and Offerings

Private funds may not “make or propose to make public offerings” of their securities. Thus, supervised persons must take special care when soliciting investment in the Private Funds. Any solicitation activities – including any request for interviews or responses to any media inquiries about the Private Funds – and all Private Fund marketing materials must be approved by the CCO. The CCO is responsible for ensuring that any written marketing materials meet applicable legal and regulatory requirements, including that such information be “fair and balanced” and not “false or misleading”. Absent an exception, supervised persons must have a pre-existing relationship with any persons solicited to invest in a Private Fund.

Advisers to private funds commonly rely on 1934 Act Rule 3a4-1 (the “Issuer Exemption”) to allow supervised persons to market and solicit sales of private fund securities, without being deemed a “broker.” The Issuer Exemption is only a “safe harbor.” Failure to comply with all of its terms does not automatically result in being deemed a “broker.” However, supervised persons who solicit on behalf of the Private Funds are reminded that these activities may bring them within the definition of “broker” under the 1934 Act and such supervised persons are expected to comply with the terms of the Issuer Exemption, including:

· must not be subject to “statutory disqualification” as defined by Section 3(a)(39) of the 1934 Act;
· may not directly or indirectly receive “commissions” or similar transaction based remuneration;
· must not be an “associated person of a broker or dealer” as defined by the Issuer Exemption; and
· must either: (a) primarily perform other substantial duties on behalf of Affinity, have not been a broker-dealer or an associated person of a broker-dealer within the preceding year, and limit his or her participation in solicitation activities to once every 12 months; or (b) restricts his or her participation to preparing written communications that have been approved by an officer, director or partner of Affinity, responding to inquiries by a potential purchaser (which responses should be limited to information contained in the relevant Private Fund’s private placement memorandum) or performing ministerial or clerical functions related to soliciting.

Any supervised person with questions about permissible solicitation activities should contact the CCO.

To avoid inadvertently making a “public offering” or offering an interest in a Private Fund to an investor who does not meet the appropriate standard (e.g., “accredited investor”, “qualified client” or “qualified purchaser”), Affinity controls the distribution of Private Fund offering materials with the following procedures:

· Private Fund offering documents each contain a caption to the effect that the document is for the use of the specific recipient only and should not be redistributed and are confidential.
 
 
· Affinity maintains a “Private Funds offering document log” which identifies, with respect to each Private Fund: (1) the name of any individual who received offering documents; and (2) the date on which such documents were delivered.
· Affinity may also provide potential investors with Private Fund offering documents electronically in PDF format via email. Only approved personnel of Affinity may forward offering documents. Advisory Persons must have a pre-existing relationship with any person to whom such documents are forwarded.
· All private placement memoranda, marketing materials and investor communications will be reviewed by the CCO prior to use to ensure that, among other things, legally required notices and disclosures are included and required records are maintained. Additionally, the CCO will periodically review these materials to determine whether updates are required as a result of changes in law or circumstances. The CCO will also consider whether changes to these documents are necessary whenever any change is made to Affinity’s Form ADV or Brochure.

16.2 Identifying Potential Investors

Section 4(2) of the 1933 Act exempts from registration “transactions by an issuer not involving any public offerings.” Regulation D is a set of rules under the 1933 Act that set forth several exemptions from registration under the 1933 Act. In essence, if an issuer meets the terms of a safe harbor in Regulation D, its offering of shares or interests is deemed to fall within the Section 4(2) exemption and thus not involve any public offering.

Affinity relies on the exemptions outlined in Rule 506 of Regulation D to avoid registering the interests under the 1933 Act. Rule 506 generally limits a private fund to selling its interests only to “accredited investors” defined as:

· Financial Institutions such as banks, savings and loans, insurance companies, registered investment companies, public business development companies, and certain supervised person benefit plans;
· Private Business Development Companies as defined by Section 202(a)(22);
· $5 Million Entities which may be constituted as corporations, 501(c)(3) tax exempt organizations, or similar business trusts or partnerships, provided that the entity was not “formed for the specific purpose of acquiring the securities being offered”;
· Issuer Insiders such as directors, officers or general partners of the issuer or of the issuer’s general partner;
· Wealthy Persons whose net worth at time of purchase (either individually, or jointly with a spouse) exceeds $2 million; excluding the value of the primary resident of such person;
· High Salaried Persons whose individual annual income exceeded $200,000 in each of the two most recent years or whose joint income with their spouse exceeded $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;
 
 
· $5 Million Trusts provided that (a) the trust was not formed for the specific purpose of acquiring the securities being offered and (b) the trust’s purchase is directed by a “sophisticated person”; and
· “Accredited Investor” entities all of who equity owners themselves are accredited investors.

In order for Affinity to establish a reasonable belief that each investor is an accredited investor, the Firm will request information about each investor’s income, assets, employment, and other relevant information. This will be documented in the subscription agreement.

If Affinity believes that the potential investor appears to be qualified for one of the Private Funds, Affinity will provide the investor with information and relevant documents such as:

· Private Placement Memorandum
· Limited Partnership Agreement
· Subscription Document

“Knowledgeable supervised persons” of a fund or its “affiliated management person” may invest in the fund without meeting the definition of “qualified purchaser” (for 3(c)(7) funds) or counting towards the fund’s 100 person limit (for 3(c)(1) funds). This exception also applies to any person who: (1) was a knowledgeable supervised person at the time his or her interest in the fund was acquired (but is no longer a knowledgeable supervised person); (2) is an entity owned exclusively by knowledgeable supervised persons; or (3) received interests originally acquired by a knowledgeable supervised person through a transfer meeting the terms of 1940 Act Rule 3c-6 (typically as a result of gift or bequest or pursuant to a legal separation or divorce).

Prior to any supervised person investment in a Private Fund, the CCO will determine whether the supervised person is a “knowledgeable supervised person” or is otherwise eligible to hold an interest in the applicable fund.

16.3 Custody Applicable to Limited Partnerships

It is the policy of Affinity to not take physical custody of client assets. However in Affinity’s capacity as general partner to each of the Private Fund, we are deemed to have custody. To comply with the amended Rule 206(4)-2(c), Affinity has adopted the following procedures:

· Annually the funds are audited by an independent accounting firm registered with and subject to regular inspection by the PCAOB.
· The audited statements are provided to the investors of the fund within 120 days following each fund’s respective fiscal year-end.
· Affinity maintains documentation for the delivery of the audit financial statements.

16.4 Form PF

In 2011, the SEC adopted Rule 204(6)-1 under the Advisors Act, which requires certain advisers to hedge funds and other private funds to file information on the new Form PF. This information is mandated by the Dodd-Frank Act. Registered advisors with at least $150 million are to be required to file the new Form PF. However, the frequency of the filings depends on the level of assets managed by Affinity.

 
 
· Large Hedge Fund Adviser : If Affinity has at least $2 billion in assets under management attributable to hedge funds, the Form PF must be filed quarterly, within 60 days after each fiscal quarter-end.
· Small Hedge Fund Adviser : If Affinity does not fall under the category of a large hedge fund advisor but still manages over $150 million in assets under management, the Form PF must be filed annually, within 120 days after each fiscal year-end.

The CCO will monitor the asset level of the Private Fund for possible Form PF filings.

16.5 Bad Actor Disqualifications

Under new Rule 506(d) of the Securities Act, an issuer will be unable to rely on a Rule 506 exemption if the Fund or any of its “covered persons” had a “disqualifying event.” Affinity will ensure that no offering involves a covered person that had a disqualifying event.

For purposes of Rule 506(d), a “covered person” of the Fund includes:

· any predecessor Fund or affiliated Fund;
· any director, executive officer, other officer participating in the offering, general partner or managing member of the Fund;
· any investment manager (and any director, executive officer, other officer participating in the offering, general partner or managing member of such investment manager) of an issuer that is a pooled investment fund;
· any promoter connected with the issuer in any capacity at the time of sale;
· any twenty percent (20%) beneficial owner of the issuer’s voting securities (based on voting power); and
· any compensated solicitor, i.e., a person that has been or will be (directly or indirectly) paid for the solicitation of purchasers in connection with sales of securities in the offering, and any director, executive officer, other officer participating officer, general partner or managing member of such compensated solicitor.

A “disqualifying event” pertaining to the Fund or one of its “covered persons” listed above includes any of the following:

· a criminal conviction for any felony or misdemeanor or a court injunction or restraining order in connection (a) with the purchase or sale of a security, or (b) with making a false filing with the SEC, or (c) arising out of the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. In order to qualify as a disqualifying event, the criminal conviction must be entered within five (5) years from the proposed sale of securities if the covered person is the issuer, predecessor issuer or affiliated issuer and within ten (10) years for any other covered person. The restraining order or injunction must be issued within five (5) years from the sale of securities and restrain or enjoin a covered person from conducting an activity at the time of sale;
· Certain SEC orders, including: (a) disciplinary orders relating to brokers-dealers, municipal securities dealers and investment advisers and their associated persons; (b)
 
 

cease-and desist orders related to violations of certain scienter-based anti-fraud provisions and registration requirements of the federal securities laws; and (c) refusal orders, stop orders and orders suspending the Regulation A exemption issued within five (5) years of the proposed sale of securities.

· Final orders from the CFTC and certain other federal or state regulators of securities, insurance, banking, savings associations or credit unions that (a) bar the issuer at the time of sale from associating with a regulated entity or from engaging in the business of securities, insurance or banking, or engaging in savings association or credit union activities, or (b) are based on fraudulent, manipulative or deceptive conduct and are issued within ten (10) years of the proposed sale of securities (or who is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued).
· Suspension or expulsion from membership in a self-regulatory organization (SRO) or from association with an SRO member for conduct inconsistent with just and equitable principle of trade;
· U.S. Postal Service false representation orders issued within five (5) years before the proposed sale of securities or who is, at the time of such sale, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

NOTE : An issuer will not be barred under the Bad Actor disqualification if it can show that it did not know and, in the exercise of reasonable care, could not have known that a covered person with a disqualifying event participated in the offering. An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist.

NOTE : A fund will not be barred from participating in a private placement under Rule 506(d) if the relevant disqualifying acts occurred before September 23, 2013 (effective date of Rule 506(d)) but will have to disclose such acts to its investors in writing within a reasonable time before a sale of securities.

The CCO will keep a current list of all covered persons and distribute the Bad Actors Questionnaire in Exhibit 9 to all covered persons prior to any new 506 offering and annually thereafter. If a disqualifying act is reported on the questionnaire, the CCO will determine whether the act was committed within the five (5) or ten (10) years preceding the sale (depending on the act or the covered person involved) as described in detail above. If this is the case, the disqualifying act would be reported to potential investors prior to any sale.

The CCO will distribute the Bad Actors Questionnaire to all prospective employees who will become covered persons prior to hiring them. No employee-covered person will be hired if they committed a disqualifying act.

 

 

 
 

17. MUTUAL FUND COMPLIANCE

 

17.1 Background

Mutual funds are subject to a variety of investment rules and restrictions (“Rules”) that arise from specific provisions of the Securities and Exchange Commission, the Investment Company Act of 1940, and the Internal Revenue Code. Since Affinity acts as sub-advisor to a mutual fund, it is essential that these Rules are clearly understood and followed. This section of the Compliance Manual establishes policies and procedures specific to these Rules.

17.2 SEC Requirements

Excessive Trading . Pursuant to the SEC’s Rule 22c-2, mutual funds are required to enter into Shareholder Information Agreements with intermediaries to allow access to information about fund transactions in an effort to enable the mutual funds to enforce restrictions on market timing and similar abusive transactions. Such agreements are a compliance tool to monitor trading activities in order to detect frequent trading and to ensure consistent enforcement of the mutual fund’s policies. Affinity will rely on the periodic reports provided by the Mutual Funds Administrator with respect to such monitoring obligations. Any issues identified will be resolved by the CCO in conjunction with the Mutual Fund’s CCO.

 

17.3 Investment Company Act Requirements

Purchases and Sales Between the Mutual Fund, Other Funds and Affinity’s Separate Accounts . Rule 17a-7 of the Investment Company Act governs the purchase and sales of securities by Affinity on behalf of the Mutual Fund, Other Funds and Affinity’s separate accounts (i.e., cross trading). Although such purchases or sales are permitted pursuant to specific procedures under Rule 17a-7, Affinity does not engage in cross trading as noted earlier in this Manual.

Transactions with Affiliated Broker-Dealers. Currently, Affinity nor any principal of Affinity are related to a broker-dealer. However, it is still the policy of Affinity to not trade with any broker-dealers affiliated with Affinity or its principals.

Limitation on Acquisitions of Securities Issued by other Funds . Under Section 12(d)(1) of the Investment Company Act it is unlawful for any mutual fund to acquire any security issued by any other investment company if the fund, immediately after such acquisition, owns:

  1. more than 3% of the total outstanding voting stock of the acquired investment company;
  2. securities issued by the acquired investment company having an aggregate value in excess of 5% of the value of the total assets of the fund; or
  3. securities issued by the acquired investment company and all other investment companies having an aggregate value in excess of 10% of the value of the total assets of the fund. It is important to remember that a money market fund which is used as a cash management vehicle is an acquired investment company for purposes of this provision.
 
 

It is Affinity’s policy that the Mutual Fund managed by Affinity will not purchase securities issued by other funds.

Securities-Related Issuers . Under Section 12(d)(3) of the Investment Company Act, it is unlawful for a fund to acquire any securities issued by any person who is a broker, a dealer, is engaged in the business of underwriting, or is either an investment adviser to an investment company or an investment adviser registered under the Investment Advisers Act. Notwithstanding Section 12(d)(3), however, Rule 12d3-1 allows a fund to:

  1. acquire a security issued by any person that, in its most recent fiscal year, derived 15% or less of its gross revenues from securities-related activities unless the fund would control such person after the acquisition, or
  2. acquire a security issued by any person that, in its most recent fiscal year, derived more that 15% of its gross revenue from securities-related activities provided that:
a) immediately after the acquisition of an equity security, the funds own no more than 5% of the outstanding securities of that class of the issuer’s securities;
b) immediately after the acquisition of any debt security, the fund owns no more than 10% of the outstanding principal amount of the issuer’s debt securities; and
c) immediately after the acquisition, the fund has invested no more than 5% of the value of its total assets in the securities of the issuer.

For purposes of this Rule, “securities related activities” are a person’s activities as a broker, a dealer, an underwriter, an investment adviser to a registered investment company, or an investment adviser registered under the Advisers Act.

Affinity’s portfolio management team is responsible for ensuring compliance with the above.

 

A. Internal Revenue Code Requirements

Regulated Investment Company (“RIC”) . In order to avoid an entity level tax, and in order to pass- through the character of the income they receive, the great majority of mutual funds elect to qualify as regulated investment companies or RICs under the provisions of the Internal Revenue Code (the “Code”). In order to qualify as a RIC, a fund must meet certain requirements with respect to the character of its income, the distribution of its income and the diversification of its assets as described below.

i. 90% Gross Income Test: A RIC must derive at least 90% of its gross income from dividends, interest, payments from securities lending, gains (without including losses) from the sale of securities, or other income derived from the business of investing in securities.
ii. 50% Asset Diversification Test: At the end of each quarter of a RIC’s taxable year, at least 50% of the RIC’s total assets must consist of cash and cash items, government
 
 

securities, securities of other RIC’s and other securities. For this purpose, “other securities” may not include any security which represents more than 5% of the RIC’s total assets.

iii. 25% Asset Diversification Test: At the end of each quarter of a RIC’s taxable year, not more than 25% of the RIC’s total assets may be invested in securities of any one issuer, except for government securities or securities of other RIC’s. (For purposes of this test, two or more issuers are aggregated if they are in the same industry and if the RIC owns 20% or more of the voting stock of each issuer).
iv. 90% Income Distribution Test: A RIC must distribute annually at least 90% of its “investment company taxable income” (net investment income and net short-term capital gains). For purposes of this test, a RIC may elect to treat as paid on the last day of its fiscal year all or any portion of any dividends declared after the end of the year, provided that such dividends are declared before the due date of the RIC’s tax return (including extensions) and provided that the dividends are paid within 12 months after the end of the year and not later that the date of payment of the first regular dividend after such declaration.

AFFINITY’s portfolio management team is responsible for ensuring compliance with the Code. The CCO will periodically review the trading activity throughout the year to ensure compliance.

 
 

EXHIBIT 1

Affinity Written Agreement and Privacy Policy

 

 
 


 

 

 

 
 

 
 

 
 

 
 

 


 
 

 
 

EXHIBIT 2

Affinity New Account Acceptance Sheet

 
 


EXHIBIT 3

 

SAMPLE AGREEMENT BETWEEN ADVISOR AND SOLICITOR

(BROKER/DEAKER OR REGISTERED REPRESENTATIVE AS SOLICITOR)

 

 

This Agreement is entered into this _______ day of __________, _____ between ________________________________________________________("Solicitor") and Affinity Investment Advisors, LLC (“Affinity) WHEREAS, Affinity wishes to obtain referrals of potential clients for advisory services and the Solicitor desires to refer such potential clients to Affinity, and believes that due to his business and personal contacts he can make referrals which will be of value to Affinity, and can assist Affinity in obtaining clients;

 

NOW, THEREFORE, in consideration of their mutual agreements, warrants and representations contained herein, the parties hereby agree as follows:

 

 

I.       SOLICITOR PREREQUISITES

 

A Licenses, Registrations and Statutory Disclosures. Solicitor, if a portfolio manager of a registered securities broker/dealer, represents and warrants that he/she has all necessary licenses and registrations from all federal or state agencies or bodies to enter into this Agreement and to undertake and complete the actions contemplated herein (and no complaint, warning, censure or disciplinary action has ever been made, or is pending or threatened with any such agency or body regarding the Solicitor) and that all such licenses and registrations are currently in full force and effect and shall remain in full force and effect throughout the term of this Agreement.

 

Without limitation, the Solicitor also represents and warrants that he/she is not a person:

 

1. Subject to a Commission order issued under Section 203(f) of the Advisors Act;

 

2. Convicted within the previously ten years of any felony or misdemeanor involving conduct described in Section 203(e)(2)(A) through (D) of the Advisors Act:

 

3. Who has been found by the Commission to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of Section 203(e) of the Advisors Act; or

 

4. Who is subject to an order, judgment or decree described in Section 203(e)(4) of the Advisors Act.

 

B        Notice To Advisor. The Solicitor agrees that he/she shall promptly inform Affinity if at any time he/she becomes a person described in any of the clauses (i) through (iv) of Section I. A. above and shall promptly return to Affinity any payments of compensation made under this Agreement subsequent to such time.

 

 
 

C        No Conflict or Breach of Duty. Solicitor represents and warrants that the execution and delivery of this Agreement and performance thereunder by the Solicitor (i) shall not violate or conflict with any other agreements, arrangements or obligations of the Solicitor and (ii), to the best of his/her knowledge, is not a conflict of interest, or breach of any fiduciary duty, of Affinity.

 

 

II       SOLICITOR’S DUTIES AND SCOPE OF AUTHORITY

 

A.        Independent Contractor Relationship. The Solicitor is not an officer, director or associate, of Affinity, but will have the status as that of an "independent contractor" and nothing in this Agreement shall be construed to cause the parties to this Agreement to be partners or joint venturers or to render Affinity liable for any actions of the Solicitor. In addition, the Solicitor may not render any investment advice with respect to securities to any person or organization on behalf of Affinity and the Solicitor is not authorized to act in any way on behalf of Affinity, except as expressly authorized by this Agreement.

 

B         Disclosures to Prospective Clients. The Solicitor agrees to provide each prospective client contacted by him/her who agrees to entertain a proposal for the advisory services of Affinity: (i) a copy of Part 2A of Affinity’s current Form ADV; and (ii) the Solicitor’s Separate Written Disclosure Document required under Rule 206(4)-3 of Advisor’s Act, both of which must be given to the prospective client at the time of solicitation . In addition, the Solicitor agrees to obtain from each such client or prospective client a signed and dated Acknowledgment of Receipt of the disclosure statements listed in (i) and (ii), above. Solicitor acknowledges and agrees that under no circumstances will Affinity enter into any written or oral investment advisory agreement with any person referred by the Solicitor until such Acknowledgment of Receipt, signed and dated by the prospective client is delivered to Affinity.

 

C        Instructions from Affinity to Solicitor.

 

For a cash fee, you have agreed to solicit prospective clients for the advisory services provided by Affinity. In doing so you have also agreed to comply with the following instructions:

 

· Whenever you begin to solicit any client for Affinity’s services, or whenever you refer any client to Affinity, please furnish the name of the prospective client, in writing , to Affinity. This may avoid potential conflicts between other solicitors competing for the same client(s).

 

· You must furnish the prospective clients with a copy of both Part 2A of Affinity’s Form ADV and the Solicitor’s Written Disclosure Document describing the arrangement between you and Affinity, copies of which have been provided to you.

 

· You must obtain and deliver to Affinity a signed and dated Acknowledgment of Receipt from the prospective client attesting that he/she has received from you both of the disclosure documents described above. Please have the prospective client sign two copies of the Acknowledgment of Receipt, one copy of which is for the prospective client and the other is to be delivered promptly to Affinity. You should also retain a copy for
 
 

your records.

 

· Your activities on behalf of Affinity should be limited to client solicitation. You are not authorized to enter into any undertaking or agreement, or to render any investment advice, on behalf of Affinity.

 

· “You are prohibited from making political contributions and from soliciting or coordinating campaign contributions from others – a practice referred to as “bundling” – for an elected official. You must also disclose any political contributions made during the 24 month period preceding the date below.”

 

 

Failure to follow these instructions may delay or void any compensation otherwise payable to you under this Agreement. If you have any questions regarding these instructions, or any other aspect of our solicitation agreement, please contact the CCO of Affinity.

 

D        Funds Not To Be Held or Forwarded by Solicitor. Inasmuch as Affinity does not maintain custody of any client funds or securities, Solicitor is not authorized to hold or collect any cash, securities or other assets of clients or prospective clients on behalf of Affinity or for subsequent delivery of such assets to Affinity. However, because the Solicitor is affiliated with a registered broker/dealer, the broker/dealer may hold the assets of any of its clients who are or subsequently become clients of Affinity, provided, however, that such broker/dealer is in compliance with the net capital provisions of Rule 15c3-1 and the customer protection provisions of Rule 15c3-3, respectively, of the Securities Exchange Act of 1934.

 

E        No Authority to Modify Terms. Solicitor has no authority to alter, vary, or modify any of the terms and conditions of this Agreement or modify the forms or procedures required under this Agreement.

 

F        Records. Solicitor shall keep true and accurate records regarding his/her activities involved in obtaining and referring clients and prospective clients for the services offered by Affinity. Moreover, since the Solicitor is affiliated with a registered broker/dealer and is referring to Affinity a client of that broker/dealer, the Solicitor shall provide to Affinity a copy of the client’s New Account Form , or other similar document used by the broker/dealer to determine the client’s investment experience and other information necessary to comply with Rule 405 (the "Know your Customer" Rule) of the New York Stock Exchange or comparable rules of the NASD.

 

 

III.       COMPENSATION OF SOLICITOR

 

A         Referral Fees . Affinity agrees to pay the Solicitor a cash referral fee as described herein. The referral fee rate shall be reviewed periodically (though not less frequently than annually) by the parties, it being their intent that the compensation of the Solicitor should be evaluated by taking into account the efforts of the Solicitor in assisting Affinity in obtaining client accounts for Affinity, the success of such efforts, and the contribution of the Solicitor relative to the efforts of others involved in the solicitation of each prospective client. Notwithstanding the

 
 

foregoing, referral fees or other compensation payable to the Solicitor shall be based initially on the value of the assets of those clients referred to and under the control of Affinity. Subsequent compensation to the Solicitor shall be based on the value of the client’s account(s), adjusted for any contributions or withdrawals by the client and for any subsequent capital appreciation or depreciation in the value of assets under Affinity’s management.

 

B         Payment of Referral Fees to Solicitor. For purposes of this Agreement, the Solicitor is entitled to compensation when (i) Affinity has earned and received its management fee pursuant to Affinity’s investment advisory agreement with the client, and (ii) the Solicitor is in strict compliance with all terms and provisions of this Agreement and the applicable provisions of the Advisors Act.

 

 

IV       INITIAL TERM AND TERMINATION OF AGREEMENT

 

A        Initial Term of Agreement. The initial term of this Agreement shall be for a period of one (1) year commencing on _________________________________ and shall remain in effect until either party gives written notice to the other party of his/her intention to discontinue their relationship under the Agreement.

 

B        Termination for Cause. This Agreement shall terminate automatically upon Affinity’s learning that any of the representations of the Solicitor pursuant to Section I.A., above, are not true and correct in all respects.

 

C        Continued Payment of Referral Fees. Affinity agrees to continue the payment of earned referral fees to the Solicitor so long as the referred client’s assets remain under the management of Affinity pursuant to an investment advisory agreement between Affinity and the Client, subject, however, to the conditions provided in Section III. B., above.

 

V       MISCELLANEOUS PROVISIONS

 

A        Advisor. Affinity represents that it is an investment advisor registered with the SEC pursuant to provisions of Section 203 of the Advisors Act.

 

B        Refusal or Cancellation of Client Relationship. Nothing in this Agreement shall be construed as limiting or restricting the right of Affinity in its sole discretion to decline to accept any client or prospective client or to cancel any relationship with any client who was referred or recommended to Affinity by the Solicitor.

 

 

 

IN WITNESS WHEREOF, the parties hereto duly execute this Agreement.

 

Affinity Investment Advisors, LLC

By: ____________________________________

 

 

 
 

Solicitor:

 

By:_____________________________________

Jane Doe, RR

 

________________________________________

Broker/Dealer

 

 

 
 

EXHIBIT 4

SAMPLE AGREEMENT BETWEEN ADVISOR AND SOLICITOR

(INDIVIDUAL AS SOLICITOR)

 

This Agreement is entered into this _______day of_____________, ______between _______________________________________________________, ("Solicitor") and Affinity Investment Advisors, LLC (“Affinity”).

 

WHEREAS, Affinity wishes to obtain referrals of potential clients for advisory services and the Solicitor desires to refer such potential clients to Affinity, and believes that due to his business and personal contacts he can make referrals which will be of value to Affinity and can assist Affinity in obtaining clients;

 

NOW, THEREFORE, in consideration of their mutual agreements, warrants and representations contained herein, the parties hereby agree as follows:

 

I       SOLICITOR PREREQUISITES:

 

A Background. Without limitation, the Solicitor represents and warrants that he/she is not a person:

 

· Subject to a Commission order issued under Section 203 (f) of the Advisors Act;

 

· Convicted within the previously ten years of any felony or misdemeanor involving conduct described in Section 203(e)(2)(A) through (D) of the Advisors Act:

 

· Who has been found by the Commission to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of Section 203(e) of the Advisors Act; or

 

· Who is subject to an order, judgment or decree described in Section 203(e)(4) of the Advisors Act.

 

B        Notice To Affinity The Solicitor agrees that he/she shall promptly inform Affinity if at any time he/she becomes a person described in any of the clauses (i) through (iii) of Section I. A. above and shall promptly return to Affinity any payments of compensation made hereunder subsequent to such time.

 

C        No Conflict or Breach of Duty. Solicitor represents and warrants that the execution and delivery of this Agreement and performance thereunder by the Solicitor (i) shall not violate or conflict with any other agreements, arrangements or obligations of the Solicitor and (ii), to the best of his/her knowledge, is not a conflict of interest, or breach of any fiduciary duty, of Affinity.

 

 

II       SOLICITOR’S DUTIES AND SCOPE OF AUTHORITY

 

 
 

A        Independent Contractor Relationship. The Solicitor is not an officer, director or other employee of Affinity, but will have the status as that of an "independent contractor" and nothing in this Agreement shall be construed to cause the parties to this Agreement to be partners or joint venturers or to render Affinity liable for any actions of the Solicitor. In addition, the Solicitor may not render any investment advice with respect to securities to any person or organization on behalf of Affinity and the Solicitor is not authorized to act in any way on behalf of Affinity, except as expressly authorized by this Agreement.

 

B         Disclosures to Prospective Clients. The Solicitor agrees to provide each prospective client contacted by him/her who agrees to entertain a proposal for the advisory services of Affinity: (i) a copy of Affinity’s current Form ADV, Part 2A required by Rule 204-3 of the Advisors Act; and (ii) the Solicitor’s Separate Written Disclosure Document required under Rule 206(4)-3 of Advisors Act, both of which must be given to the prospective client at the time of solicitation. In addition, the Solicitor agrees to obtain from each such client or prospective client a signed and dated Acknowledgment of Receipt of the disclosure statements listed in (i) and (ii), above. Solicitor acknowledges and agrees that under no circumstances will Affinity enter into any written or oral investment advisory agreement with any person referred by the Solicitor until such Acknowledgment of Receipt is signed and dated by the prospective client and delivered to Affinity.

 

C        Instructions from to Solicitor. For a cash fee, you have agreed to solicit prospective clients for the advisory services provided by Affinity. In doing so you have also agreed to comply with the following instructions:

 

· Whenever you begin to solicit any client for Affinity’s services, or whenever you refer any client to Affinity, please furnish the name of the prospective client, in writing, to Affinity. This may avoid potential conflicts between other solicitors competing for the same client(s).

 

· You must furnish the prospective clients with a copy of both Part 2A of Affinity’s ADV AND the Solicitor’s Written Disclosure Document describing the arrangement between you and Affinity. Copies of those documents have been provided to you.

 

· You must obtain and deliver to Affinity. a signed and dated Acknowledgment of Receipt from the prospective client attesting that he/she has received from you both of the disclosure documents described above. Please have the prospective client sign two copies of the Acknowledgment of Receipt, one copy of which is for the prospective client and the other is to be delivered promptly to Affinity.

 

· Your activities on behalf of Affinity should be limited to client solicitation. You are NOT authorized to enter into any undertaking or agreement, or to render any investment advice, on behalf of Affinity.

 

· “You are prohibited from making political contributions and from soliciting or coordinating campaign contributions from others – a practice referred to as “bundling” – for an elected official. You must also disclose any political contributions made during the 24 month period preceding the date below.”
 
 

 

 

Failure to follow these instructions may delay or void any compensation otherwise payable to you under this Written Agreement. If you have any questions regarding these instructions, or any other aspect of our solicitation agreement, please contact the CCO of Affinity.

 

D        Funds Not To Be Held or Forwarded by Solicitor. Inasmuch as Affinity does not maintain custody of any client funds or securities, the Solicitor is not authorized to hold or collect any cash, securities or other assets of clients or prospective clients on behalf of Affinity or for subsequent delivery of such assets to Affinity.

 

E         No Authority to Modify Terms. The Solicitor has no authority to alter, vary, or modify any of the terms and conditions of this Agreement or modify the forms or procedures required under this Agreement.

 

F        Records. The Solicitor shall keep true and accurate records regarding his/her activities involved in obtaining and referring clients and prospective clients for the services offered by Affinity. Such records shall include the names of prospective clients referred to Affinity and the date of the referral; a copy of the prospective client’s signed Acknowledgment of Receipt of Affinity’s Form ADV and the solicitor’s Separate Written Disclosure Document

 

III       COMPENSATION OF SOLICITOR

 

A         Referral Fees . Affinity agrees to pay the Solicitor a cash referral fee as described herein. The referral fee rate shall be reviewed periodically (though not less frequently than annually) by the parties, it being their intent that the compensation of the Solicitor should be evaluated by taking into account the efforts of the Solicitor in assisting Affinity in obtaining client accounts, the success of such efforts, and the contribution of the Solicitor relative to the efforts of others involved in the solicitation of each prospective client. Notwithstanding the foregoing, referral fees or other compensation payable to the Solicitor shall be based initially on the value of the assets of those clients referred to and under the management of Affinity. Subsequent compensation to the Solicitor shall be based on the value of the client’s account(s), adjusted for any contributions or withdrawals from the account(s) by the client and for any subsequent capital appreciation or depreciation in the value of assets under Affinity’s management.

 

B         Payment of Referral Fees to Solicitor. For purposes of this Agreement, the Solicitor is entitled to compensation when (i) Affinity has earned, and received, its advisory fee pursuant to Affinity’s investment advisory agreement with the client, and (ii) the Solicitor is in strict compliance with all terms and provisions of this Agreement and the applicable provisions of the Advisors Act.

 

IV       INITIAL TERM AND TERMINATION OF AGREEMENT

 

A        Initial Term of Agreement. The initial term of this Agreement shall be for a period of one (1) year commencing on _________________________________ and shall remain in effect until either party gives written notice to the other party of his/her intention to discontinue their relationship under the Agreement.

 
 

 

B        Termination for Cause. This Agreement shall terminate automatically upon Affinity’s learning that any of the representations of the Solicitor pursuant to Section I.A. were not true and correct in all respects.

 

C        Continued Payment of Referral Fees. Affinity agrees to continue the payment of earned referral fees to the Solicitor so long as the referred client’s assets remain under the management of Affinity pursuant to an investment advisory agreement between Affinity and the client, subject, however, to the conditions provided in Section III. B., above.

 

V       MISCELLANEOUS PROVISIONS

 

A        Advisor. Affinity represents that it is an investment advisor registered with the SEC pursuant to provisions of Section 203 of the Advisors Act.

 

B        Refusal or Cancellation of Client Relationship. Nothing in this Agreement shall be construed as limiting or restricting the right of Affinity in its sole discretion to decline to accept any client or prospective client or to cancel any relationship with any client which was referred or recommended to Affinity by the Solicitor.

 

 

IN WITNESS WHEREOF , the parties hereto duly execute this Agreement.

 

 

Affinity Investment Advisors, LLC:

 

By: __________________________________

 

 

Solicitor:

 

By:___________________________________

Name

______________________________________

Signature

 

 

 

 

 

 

 

 

 

 

 
 

EXHIBIT 5

SAMPLE SOLICITOR’S WRITTEN DISCLOSURE DOCUMENT

 

To: ____________________________________________________hereinafter, “client(s)”

 

From: ___________________________________________________, hereinafter, “solicitor”

 

Inasmuch as you are being solicited to utilize the advisory services of Affinity Investment Advisors, LLC (“Affinity”), an investment advisor registered with the Securities and Exchange Commission under Section 203 of the Investment Advisors Act of 1940 (“Advisors Act”), you are hereby provided the following information as required under Rule 206(4)-3 of the Advisors Act:

 

· The Solicitor and Affinity have entered into a written agreement whereby the Solicitor has undertaken to contact those persons and organizations whom he/she believes may wish to utilize the investment advisory services of Affinity, and to recommend to such persons that they entertain a proposal for such services by Affinity. In return for the Solicitor’s services under this agreement, Affinity has agreed to compensate the Solicitor with a cash referral fee based on a percentage of the investment advisory fees actually received from the clients who have been referred to Affinity by the Solicitor and who subsequently become clients of Affinity. The agreement provides that the Solicitor will receive a portion of the advisory fee for so long as Affinity continues to manage the portfolio(s) or other assets of the client.

 

· The Solicitor will assist Affinity in developing client relationships, and where appropriate maintain continuing contact with the clients so introduced to ensure that the clients are fully satisfied with their relationship with Affinity and with the investment advisory services received from Affinity.

 

· The Solicitor is not an officer, director or other employee of Affinity and does not render any investment advice on behalf of Affinity. The Solicitor’s services to Affinity consist solely of referrals of prospective clients and related activities pursuant to the agreement described above. The Solicitor is not authorized to act in any way on behalf of Affinity except in connection with his/her solicitation activities and is not authorized to enter into any agreement or undertaking on behalf of Affinity with any person(s) or organization(s).

 

· No person or organization solicited by the Solicitor on behalf of Affinity who subsequently becomes a client of Affinity will be charged for the solicitation activities of the Solicitor. All referral fees paid to the Solicitor represent a portion of the fees actually charged by Affinity for investment advisory services on behalf of the client. There is no differential between the amount or level of investment advisory fees which Affinity will charge for managing your account in excess of that which it would customarily charge for managing any other new client with similar assets and which was not referred to Affinity by the Solicitor.

 

ACKNOWLEDGMENT OF RECEIPT:

The undersigned hereby acknowledges receipt from the Solicitor of a copy of the Solicitor’s

 
 

Written Disclosure Document and a copy of Part 2A of Affinity Investment Advisors, LLC’s Form ADV. The undersigned also understands that by signing this Acknowledgment of Receipt , he/she is not entering into any agreement for investment advisory services with Affinity Investment Advisors, LLC. Such services are available only pursuant to a separate Written Agreement between Affinity Investment Advisors, LLC and the Client.

 

 

_______________________________________

Date of Receipt

 

_______________________________________

Signature of Solicited Party

_______________________________________

Signature of Solicited Party

 

 
 

EXHIBIT 6

SAMPLE INSTRUCTIONS FROM ADVISOR TO SOLICITOR

 

To: Solicitor

 

From: Affinity Investment Advisors, LLC

 

Re: Rule 206(4)-3 of the Investment Advisors Act of 1940

 

For a cash fee, you have agreed to solicit prospective clients for the advisory services provided by Affinity Investment Advisors, LLC (“Affinity). In doing so you have also agreed to comply with the following instructions:

 

· Whenever you begin to solicit any client for Affinity’s services, or whenever you refer any client to Affinity, please furnish the name of the prospective client, in writing, to Affinity. This may avoid potential conflicts between other solicitors competing for the same client(s).

 

· You must furnish the prospective clients with a copy of both Part 2A of Affinity’s Form ADV AND the Solicitor’s Written Disclosure Document describing the arrangement between you and Affinity. Copies of these document have been provided to you.

 

· You must obtain and deliver to Affinity a signed and dated Acknowledgment of Receipt from the prospective client attesting that he/she has received from you both of the disclosure documents described above. Please have the prospective client sign two copies of the Acknowledgment of Receipt C one copy of which is for the prospective client and the other is to be delivered promptly to Affinity.

 

· Your activities on behalf of Affinity should be limited to client solicitation. You are not authorized to enter into any undertaking or agreement, or to render any investment advice, on behalf of Affinity.

 

· You are prohibited from making political contributions and from soliciting or coordinating campaign contributions from others – a practice referred to as “bundling” – for an elected official. You must also disclose any political contributions made during the 24 month period preceding the date below.

 

Failure to follow these instructions may delay any compensation otherwise due to you under this Written Agreement. If you have any questions regarding these instructions, or any other aspect of our solicitation agreement, please contact Affinity.

 

Instructions Received: ________________________________on this date_________________

Signature of Solicitor

 

[Note: Rule 206(4)-3 does not require separate Instructions to Solicitor. These or similar instructions can be included in the Written Agreement between the advisor and the solicitor.]

 
 

EXHIBIT 7

 
 


EXHIBIT 8

 

 
 

 

 

EXHIBIT 9

BAD ACTORS QUESTIONNAIRE

 

Bad Actors Rule Questionnaire

Covered Persons

[Select the definition(s) that apply to your firm]

The final disqualification rule covers the issuer, including its predecessors and affiliated issuers, as well as:

 

Directors and certain officers, general partners, and managing members of the issuer.
20 percent beneficial owners of the issuer.
Promoters.
Investment managers and principals of pooled investment funds.
Persons compensated for soliciting investors as well as the general partners, directors, officers, and managing members of any compensated solicitor.

 

Disqualifying Events

Under the final rule, a "disqualifying event" includes:

 

Yes or No? Criminal convictions in connection with the purchase or sale of a security, making of a false filing with the SEC or arising out of the conduct of certain types of financial intermediaries. The criminal conviction must have occurred within 10 years of the proposed sale of securities (or five years in the case of the issuer and its predecessors and affiliated issuers).
  [If "Yes," please explain.]
Yes or No? Court injunctions and restraining orders in connection with the purchase or sale of a security, making of a false filing with the SEC, or arising out of the conduct of certain types of financial intermediaries. The injunction or restraining order must have occurred within five years of the proposed sale of securities.
  [If "Yes," please explain.]
Yes or No? Final orders from the Commodity Futures Trading Commission, federal banking agencies, the National Credit Union Administration, or state regulators of securities, insurance, banking, savings associations, or credit unions that …
  [If "Yes," please explain.]
Yes or No? Bar the issuer from associating with a regulated entity, engaging in the business of securities, insurance or banking, or engaging in savings association or credit union activities, or…
  [If "Yes," please explain.]
 
 

 

Yes or No? Are based on fraudulent, manipulative, or deceptive conduct and are issued within 10 years of the proposed sale of securities.
  [If "Yes," please explain.]
Yes or No? Certain SEC disciplinary orders relating to brokers, dealers, municipal securities dealers, investment companies, and investment advisers and their associated persons.
  [If "Yes," please explain.]
Yes or No? SEC cease-and-desist orders related to violations of certain anti-fraud provisions and registration requirements of the federal securities laws.
  [If "Yes," please explain.]
Yes or No? SEC stop orders and orders suspending the Regulation A exemption issued within five years of the proposed sale of securities.
  [If "Yes," please explain.]
Yes or No? Suspension or expulsion from membership in a self-regulatory organization (SRO) or from association with an SRO member.
  [If "Yes," please explain.]
Yes or No? U.S. Postal Service false representation orders issued within five years before the proposed sale of securities.
  [If "Yes," please explain.]

 

Name        
Completed by   Signature   Date
Name        
Chief Compliance Officer   Signature   Date

 

 

 
 

EXHIBIT 10

BOOKS AND RECORD CHART

 

  Required Documents Period of Retention Legal Basis Location Responsible Party
A.   Corporate and Financial Records of Affinity Investment Advisors (“AIA ”)
  1.      Formation documents (including AIA ’s certificate of formations, and any amendments thereto) 3 years after termination of the enterprise Advisers Act Rule 204-2(e)(2)    
  2.      Minute books 3 years after termination of the enterprise Advisers Act Rule 204-2(e)(2)    
  3.      Stock certificate books 3 years after termination of the enterprise Advisers Act Rule 204-2(e)(2)    
  4.      Journals, including cash receipts and disbursements, records, and any other records of original entry forming the basis of entries in any ledger 5 years [1] Advisers Act Rule 204-2(a)(1)    
  5.      General and auxiliary ledgers reflecting assets, liabilities, reserve, capital, income and expense accounts 5 years Advisers Act Rule 204-2(a)(2)    
  6.      Check books, bank statements, canceled checks, and cash reconciliations of AIA   5 years Advisers Act Rule 204-2(a)(4)    
  7.      Bills and statements (or copies thereof), paid or unpaid, relating to the business of AIA 5 years Advisers Act Rule 204-2(a)(5)    
  8.      Trial balances, financial statements, and internal audit working papers relating to AIA   5 years Advisers Act Rule 204-2(a)(6)    
  9.      All business contracts related to the operation of AIA , including for example (a) employment contracts; (b) property leases; and (c) contracts with pricing services and other service providers 5 years Advisers Act Rule 204-2(a)(10)    
B.    
  1.      Form ADV, including all amendments 5 years Advisers Act Rules 204-1(c) and 204-2(a)(14) for Part 2 of Form ADV    
  2.      AIA’s organizational chart and personnel directory Permanently Form ADV Disclosures; Internal Controls[2]    
on a current basis
  3.      Schedule or chart of all affiliated entities Permanently Form ADV Disclosures; Internal Controls    
on a current basis
 
 

 

 

4.              List of all prior, present, or potential litigation in which AIA or its officers, directors, or Covered Persons that may have a material effect on AIA or otherwise trigger disclosure obligations

 

 

 

 

 

 

Permanently Form ADV Disclosures; Internal Controls    
  Required Documents Period of Retention Legal Basis    
  5.      Documents evidencing registration status of AIA with the SEC Permanently Internal Controls    
  6.      Reports required to be filed under the Securities Act of 1933 Permanently Internal Controls    
  7.      List of all of AIA ’s “investment adviser representatives,” if any, and the states in which these persons have a “place of business,” as defined in Rule 203A-3(b) Permanently Internal Controls    
  8.      Copies of all state filings made on behalf of investment advisory representatives, if any, as well as copies of all state licenses obtained by investment advisor representatives, if any Permanently Internal Controls    
  9.      Copies of any filings required to be made with any offshore regulatory authorities Permanently Internal Controls    
C.    
  1.      Copies of all notices, circulars, advertisements, newspaper articles, investment letters, bulletins, or other communications that AIA circulates or distributes, directly or indirectly, to 10 or more persons (other than persons connected with AIA) 5 years Advisers Act Rule 204-2(a)(11)    
  2.      Separate memoranda indicating the reasons for a recommendation if a notice, circular, advertisement, newspaper article, investment letter, bulletin or other communication recommends the purchase or sale of a specific security but does not state the reasons for such recommendation 5 years Advisers Act Rule 204-2(a)(11)    
  3.      Performance Information 5 years Advisers Act Rule 204-2(a)(16)    
 
 

 

 

·           All accounts, books, internal working papers, and any other records or documents that are necessary to form the basis for or demonstrate the calculation of the performance or rate of return of any or all managed accounts or securities recommendations in any notice, circular, advertisement, newspaper article, investment letter, bulletin or other communication that AIA circulates or distributes to 10 or more persons (other than persons connected with AIA).

 

 

 

 

 

 

 

       
  Required Documents Period of Retention Legal Basis    
  ·           With respect to the performance of client accounts, AIA may limit its retention to (1) all account statements, as long as they reflect all debits, credits, and other transactions in a client’s account for the period of the statement, and (2) all worksheets necessary to demonstrate the calculation of the performance or rate of return of all managed accounts.  AIA also should consider retaining any custodial or brokerage statements that confirm the accuracy of both account statements and other internally generated documents, as well as any reports prepared by an independent auditor that verify performance. 5 years      
  4.      Solicitation Records (to be retained if AIA pays cash to any Covered Person, principal or third party in return for client referrals):        
  ·           Written agreements with solicitors establishing the solicitation arrangement 5 years Advisers Act Rule 204-2(a)(10)    
  ·           Copies of separate written disclosure statements prepared by third-party solicitors and delivered to clients 5 years Advisers Act Rule 204-2(a)(15)    
  ·           Copies of each signed and dated client acknowledgement of receipt of AIA’s written disclosure statement (i.e., AIA’s Brochure) and the solicitor’s written disclosure statement if referred by a third-party solicitor 5 years Advisers Act Rule 204-2(a)(15)    
  ·           Copies of any due-diligence questionnaires completed by third-party solicitors relating to past conduct that might disqualify the person from acting as a solicitor 5 years Advisers Act Rule 206(4)-3(a)(1)(ii) generally    
  ·           List of clients obtained through a solicitor, with a cross reference identifying the solicitor 5 years Internal Controls    
  ·           Any due diligence records relating to AIA's efforts to ascertain whether third-party solicitors have complied with the written solicitation agreements 5 years Advisers Act Rule 206(4)-3(a)(2)(iii)(C) generally    
D.    
  1.      Investment advisory agreements 5 years Advisers Act Rule 204-2(a)(10)    
 
 

 

  2.      Fee schedules (if not included in the investment advisory agreements) 5 years Advisers Act Rule 204-2(a)(10)    
 

3.      Client investment objectives (if not included in the investment advisory agreements)

 

 

 

5 years Advisers Act Rule 204-2(a)(10)    
  Required Documents Period of Retention Legal Basis    
  4.      Each version of any offering memoranda, Prospectus, Statement of Additional Information used for any Fund 6 years Internal Controls; Advisers Act Rule 204-2(a)(10)    
  5.      All account application agreements with clients 5 years Advisers Act Rule 204-2(a)(10)    
  6.      List or other record of all accounts in which AIA is vested with any discretionary power with respect to the funds, securities, or transactions of any client 5 years Advisers Act Rule 204-2(a)(8)    
  7.      Powers of Attorney and other evidences of the granting of any discretionary authority to AIA 5 years Advisers Act Rule 204-2(a)(9)    
  8.      Any other written agreements with clients 5 years Advisers Act Rule 204-2(a)(10)    
  9.      Written Communications 5 years Advisers Act Rule 204-2(a)(7)    
·           Originals of all written communications received and sent by AIA  – whether in hardcopy or electronic version (including e-mails) – relating to (i) any recommendation made or proposed to be made and any advice given or proposed to be given, (ii) any receipt, disbursement or delivery of funds or securities, or (iii) the placing or execution of any order to purchase or sell any security
 
 

 

  ·           These documents include, among others (i) account statements sent to clients; (ii) trade confirmations; (iii) fee statements; (iv) notices to custodians; (v) principal and agency transaction notices; and (vi) letters describing directed-brokerage arrangements; as well as arguably (i) sales and marketing materials and (ii) privacy and opt-out notices delivered to clients and potential clients pursuant to Regulation S-P.        

·           AIA is not required to keep (i) any unsolicited market letters and other similar communications of general public distribution not prepared by or for AIA; or (ii) a record of the names and addresses to whom AIA sent any notice, circular or other advertisement offering any report, analysis, publication or other investment advisory service to more than 10 persons (except that if such notice, circular or advertisement is distributed to persons named on any list, AIA shall retain with the copy of the notice, circular or advertisement a

 

  Required Documents Period of Retention Legal Basis    
 

memorandum describing the list and its source).

10.    Client complaint file (including any client complaints and responses thereto)

5 years Advisers Act Rule 204-2(a)(7)    
  11.    A copy of each Part 2 of Form ADV (or Brochure), and each amendment or revision to the document, given or sent to any client or prospective client of AIA  in accordance with Rule 204-3, along with a record of the date  that each Part 2 of Form ADV, and each amendment and revision thereof, was given to any client or prospective client who subsequently became a client 5 years Advisers Act Rule 204-2(a)(14)    
  12.    Custody records        
  ·           Journals or other records showing all purchases, sales, receipts and deliveries of securities (including certificate numbers) for client accounts and all other debits and credits to such accounts 5 years Advisers Act Rule 204-2(b)(1)    
  ·           Separate ledger accounts for each client showing all purchases, sales, receipts and deliveries of securities, the date and price of each purchase and sale, and all debits and credits 5 years Advisers Act Rule 204-2(b)(2)    
  ·           Copies of confirmations of all transactions effected by or for the account of any client 5 years Advisers Act Rule 204-2(b)(3)    
  ·           Records for each security in which any client has a position, which must show the name of the client having any interest in such security, the amount or interest of such client, and the location of each such security 5 years Advisers Act Rule 204-2(b)(4)    
  ·           List of all qualified custodians used for each client’s assets Current Internal Controls (but see Advisers Act Rule 204-2(b))    
 
 

 

  13.    Proxy voting records 5 years Advisers Act Rule 204-2(c)(2)    
·           Copies of written policies and procedures reasonably designed to ensure that AIA votes client securities in the best interest of the clients
·           Copies of each proxy statement that AIA receives regarding client securities
·           A record of each vote cast by AIA on behalf of a client

·           Copies of any document created by AIA was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for the decision

 

  Required Documents Period of Retention Legal Basis    
  ·           Copies of each written client request for information on how AIA  voted proxies on behalf of the client’s account, and a copy of any written response by AIA  to any (written or oral) client request for information on how AIA voted proxies on behalf of the client’s account        
E.    
  1.      Trade orders 5 years Advisers Act Rules 204-2(a)(3) & 204-2(a)(7)    
·           Memoranda of (1) each trade order given by AIA  for the purchase and sale of any security; (2) any instruction received by AIA  concerning the purchase, sale, receipt, or delivery of a particular security; and (3) any modification or cancellation of any such order or instruction
·           Each memorandum must (1) show the terms and conditions of the order, instruction, modification, or cancellation; (2) identify the person connected with AIA  who recommended the transaction to the client and the person who placed such order; (3) show the client account for which the transaction was entered, the date of entry, and the bank, broker or dealer by or through whom the transaction was executed where appropriate; and (4) designate whether any such orders were entered pursuant discretionary authority
·           Any other written communications – whether in hardcopy or electronic version (including e-mails) – relating to trade orders, to the extent not covered in Section D.9 of this chart
  2.      Research reports and other materials received from any source (including AIA ) if used in the process of making recommendations (excluding unsolicited market letters and other similar communications of general public distribution not prepared by or for AIA)   5 years Advisers Act Rule 204-2(a)(7)    
 
 

 

 

3.      For “best execution,” documents sufficient to demonstrate the periodic and systematic evaluation of the quality and cost of services received from broker-dealers who execute AIA ’s trades, such as minutes of any best execution committees, information received and evaluated, conclusions reached and decisions made, and determinations that practices are consistent with disclosures in AIA’s Form ADV

 

 

5 years Internal Controls    
  Required Documents Period of Retention Legal Basis    
  4.      For any soft dollar arrangements:        
  ·           Copies of any written agreements with broker-dealers relating to soft dollar arrangements 5 years Advisers Act Rule 204-2(a)(10)    
  ·           Records of the basis for allocations of mixed-use products and services between hard and soft-dollar components 5 years Advisers Act Release No. 23170 (April 23, 1986)    
  ·           List of all products and services received from broker-dealers 5 years Internal Controls    
  5.      For any aggregated trade orders, an “allocation statements” for each aggregated order, particularly when AOA or any of AIA’s principals or Covered Persons participates in the aggregated order (and a written statement explaining any deviations there from.)  The allocation statement should specify the accounts participating in the aggregated order and indicate how AIA intends to allocate securities among the accounts.  Once completed, the allocation statement should be attached to the corresponding trade ticket. 5 years Internal Controls; SMC Capital Inc., SEC no-action letter    
(Sept. 5, 1995)
  6.      Records obtained or generated that support the value assigned to any security held by a client, particularly for illiquid securities that are not reported or quoted on an exchange 5 years Internal Controls    
  7.      Because each client receives “investment supervisory or management services”: 5 years Advisers Act Rule 204-2(c)(1)    
  ·           A record for each client showing the securities purchased and sold, and the date, amount and price of each such purchase and sale. Current      
  ·           A record for each security in which a client has a current position setting forth the name of each client and the current amount or interest of such client.        
F.    
  1.      A copy of AIA ’s code of ethics Each version maintained for 5 years Advisers Act Rule 204-2(a)(12)    
 
 

 

  2.      A record of every violation of the code of ethics and any action taken as a result of the violation 5 years Advisers Act Rule 204-2(a)(12)    
  3.      A record of all written acknowledgments of each access person’s receipt of the code of ethics and any amendment thereto 5 years Advisers Act Rule 204-2(a)(12)    
 

4.      A record of each “access person’s” initial and annual securities holdings.

 

 

 

 

 5 years      
  Required Documents Period of Retention Legal Basis    
  Each record must contain (i) 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 an access person has any direct or indirect beneficial ownership; (ii) the name of the 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 (iii) the date the access person submits the report.        
  5.      A quarterly securities transaction report from each “access person” disclosing each transaction in a reportable security. 5 years Advisers Act Rule 204-2(a)(12)    
·           Reports must contain (i) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved; (ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (iii) the price of the security at which the transaction was effected; (iv) the name of the broker, dealer or bank with or through which the transaction was effected; and (v) the date the access persons submitted the report.
  6.      Records of the names of persons who are currently, or within the past five years were, “access persons” of AIA. 5 years Advisers Act Rule 204-2(a)(12)    
  7.      A record of any decision, and the reasons supporting the decision, to approve the acquisition of IPOs or private placements by “access persons” 5 years Advisers Act Rule 204-2(a)(12)    
  8.      Copies of AIA’s insider trading policies and procedures reasonably designed to prevent the misuse of material nonpublic information by AIA  or any person associated with AIA  in violation of the AIA’s Act or Exchange Act, or the rules or regulations thereunder Permanently Section 204A; Internal Controls    
 
 

 

  9.      Copies of AIA ’s Compliance Manual, which contains AIA’s compliance policies and procedures reasonably designed to prevent violations by AIA and its supervised persons of the AIA’s Act and the rules thereunder Each version maintained for 5 years Advisers Act Rule 204-2(17)(i)    
 

10.    Any records documenting AIA’s annual review of its compliance policies and procedures

 

 

5 years Advisers Act Rule 204-2(17)(ii)    
  Required Documents Period of Retention Legal Basis    
  11.    Annual compliance certifications by Covered Persons attesting to the fact that they have read and are in compliance with AIA’s policies and procedures contained in the Compliance Manual 5  years Internal Controls    
  12.    Employment Records (including the dates of employment, the addresses, social security number and disciplinary history for each Covered Person, officer and director) Permanently, on a current basis Internal Controls; Form ADV disclosures; Section 203(e) prohibition on    
      hiring persons subject to statutory disqualifications    
  13.    Copies of all correspondence with the SEC, including no-action letters, exemptive orders or past deficiency letters Permanently Internal Controls    
  14.    Copies of all state correspondence Permanently Internal Controls    
  15.    Copies of all correspondence with self-regulatory organizations Permanently Internal Controls    
  16.    Copies of all correspondence with any offshore regulatory authority Permanently Internal Controls    
  17.    Copies of AIA’s business continuity and disaster recovery plans Permanently Internal Controls    
           
[1] Most books and records must be maintained and preserved in an easily accessible place for a period of not less than five (5) years from the end of the fiscal year during which the last entry was made on such record.  During the first two (2) years, these books and records must be kept in an appropriate office of AIA. To meet the fiscal-year end requirement, AIA typically adopt a six-year retention period.
[2] Where “Internal Controls” is cited as the legal basis for a recordkeeping requirement, no actual requirement is established under the SEC Act or the rules thereunder to maintain the record.  These types of records, however, would most likely be retained by AIA in order to run its business effectively or to monitor compliance with SEC Act requirements.
 
 

 

APPENDIX A

Affinity Investment Advisors, LLC

 

CODE OF ETHICS

 

 

A.         Professional Responsibilities

Affinity Investment Advisors, LLC. (“Affinity”) is registered as an investment advisor with the Securities and Exchange Commission pursuant to the provisions of Section 203 of the Investment Advisors Act of 1940. Affinity is dedicated to providing effective and proper professional investment management services to a wide variety of institutional and individual advisory clients. Affinity’s reputation is a reflection of the quality of our employees and their dedication to excellence in serving our clients. To ensure these qualities and dedication to excellence, our employees must possess the requisite qualifications of experience, education, intelligence and judgment necessary to effectively serve as investment management professionals. In addition, every employee is expected to demonstrate the highest standards of moral and ethical conduct for continued employment with Affinity.

 

Strict compliance with the provisions of this Code shall be considered a basic condition of employment with Affinity. All employees are encouraged and required to report any Code violations or potential violations to the CCO.

 

Affinity serves as investment manager for individual and institutional advisory clients. When used herein, the term “client” includes any investment company assets of which Affinity manages, co-manages or for which it otherwise provides portfolio management services, and to individual and institutional investors for whom Affinity provides investment supervisory services or manages investment advisory accounts. The term also includes those clients for whom Affinity provides advice on matters not involving securities.

 

The SEC and the courts have stated that portfolio management professionals, including registered investment advisors, have a fiduciary responsibility to their clients. In the context of securities investments, fiduciary responsibility should be thought of as the duty to place the interests of the client before that of the person providing investment advice and failure to do so may render the advisor in violation of the anti-fraud provisions of the Advisors Act. Fiduciary responsibility also includes the duty to disclose material facts that might influence an investor’s decision to purchase or refrain from purchasing a security recommended by the advisor or from engaging the advisor to manage the client’s investments. The SEC has made it clear that the duty of an investment advisor to refrain from fraudulent conduct includes an obligation to disclose material facts to clients whenever the failure to disclose such facts might cause financial harm. An advisor’s duty to disclose material facts is particularly important whenever the advice given to clients involves a conflict or potential conflict of interest between the employees of the advisor and its clients.

 

 
 

B.         Legal Requirement

Section 206 of the Investment Advisers Act makes if unlawful for an investment advisor, any officer, director, or employee or other affiliated person of Affinity:

 

1. To employ any device, scheme or artifice to defraud any client or prospective;
2. To engage in any transaction, practice, or course of business that operates as fraud or deceit upon any client or prospective client,
3. Acting as a principal for its own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of any such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting, and obtaining the consent of the client to such transaction,
4. To engage in any act, practice, or course of business that is fraudulent, deceptive or manipulative.

 

C.         Definitions

1. Access Persons - An access person is a supervised person who has access to nonpublic information regarding any clients' purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. A supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds is also an access person. Access persons include portfolio management personnel and, in some organizations, client service representatives who communicate investment advice to clients. Access persons also include administrative, technical, and clerical personnel if their functions or duties give them access to nonpublic information. In many advisory firms, directors, officers and partners will also be access persons. Rule 204A-1 as proposed, contains a presumption that, if the firm's primary business is providing investment advice, then all of its directors, officers and partners are access persons.

 

For purposes of this Code all employees of Affinity are hereafter collectively referred to as “Access Persons” and are subject to provisions of this Code.

 

2. Advisor – any entity listed in the Company’s current prospectus as an investment advisor or sub-advisor.
3. Associated Person – an Access Person’s spouse, household member(s), minor child(ren), domestic partner or other individuals where the employee manages the account or has beneficial interest in the account.
4. Beneficial Interest – Generally means having a direct or indirect pecuniary interest in a security and is legally defined to be beneficial ownership as used in rule 16a-1(a)(2) of the Securities and Exchange Act of 1934. Beneficial ownership also extends to transactions by entities over which a person has ownership, voting or investment control, including corporations (and similar entities), trusts and foundations.
 
 
5. Code – This Code of Ethics
6. Chief Compliance Officer (CCO) – a person designated by the Company to fulfill the responsibilities assigned to the supervisory person hereunder. Jeff Randolph serves as Affinity’s Chief Compliance Officer.
7. Covered Securities – Generally includes all securities to be reported with the exception of:

a.       Securities which are direct obligations of the United States;

b. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
c. Shares of the open-end mutual funds that are not managed by Affinity or its affiliates;

d. Money market funds;

e. Open-End Exchange Traded Funds (ETFs); Note that UIT ETFs are covered securities that do require reporting.
f. Options and Futures contracts with the exception of those providing exposure to U.S. equities;
8. Fund – a separate portfolio of assets of the Company.
9. Initial Public Offering – 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 5(d) of the Securities and Exchange Act of 1934.
10. Limited Offering – An offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Investment Company Act.
11. Portfolio Manager – Those employees of Affinity authorized to make investment decisions on behalf of Affinity’s clients.
12. Security Held or to be Acquired – Any covered Security that, within the most recent fifteen (15) days:
a. Is or has been held by the clients of Affinity;
b. Is being considered by Affinity for purchase for Affinity’s clients
c. Any option to purchase or sell, and any security convertible into exchangeable for, one of the foregoing.
13. Supervised Persons - Any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.
 
 

 

D.       Policy of the Company

1. No Access Person or employee shall engage in any act, practice or course of conduct that would violate the provisions of Section 206 set forth above;
2. The interests of the Affinity’s clients are paramount and come before the interests of any Access Person or employee;
3. Personal investing activities of all Access Persons and employees shall be conducted in a manner that shall avoid actual or potential conflicts of interest with Affinity’s clients;
4. Access Persons shall not use such positions, or any investment opportunities presented by virtue of such positions to the detriment of Affinity’s clients;
5. Every Access Person and employee of Affinity is required to comply with all applicable federal securities law.

 

Restrictions on Activities

Personal securities transactions by Access Persons are subject to the following trading restrictions. Associated Persons that are not employees may be exempt from these outlined restrictions for personal securities transactions provided they have no day-to-day access to Affinity’s client securities holdings or Affinity’s security trading activity in client accounts. Should the CCO determine that at any time in the future, Non-Employee Associates Persons are given access, gain knowledge of Affinity’s day-to-day investment activities on behalf of clients, or have trading patterns within their personnel accounts that could indicate abuse, then the CCO can require full compliance with these personal securities transaction procedures by Non-Employee Associated Persons.

 

1. Pre-clearance of Transactions

No Access Person may purchase or sell any covered security without first obtaining prior written clearance from the CCO. The CCO may reject any proposed trade by an Access Person that: (a) involves a security that is being purchased or sold by Affinity on behalf of any advisory client or is being considered for purchase or sale; (b) is otherwise prohibited under any internal policies of Affinity; (c) breaches either the Access Person’s fiduciary duty to any advisory client; (d) is otherwise inconsistent with applicable law, including the Advisors Act, the Investment Company Act and the Employment Retirement Income Security Act of 1974; or (e) creates a conflict of interest or an appearance thereof. The Access Person will use the form in Exhibit A-4 to submit pre-clearance requests. Pre-clearance is not required for ETFs and Corporate Bonds.

 

It will be the responsibility of the Portfolio Manager(s) to determine for purposes of the application of the restrictions of this sub-paragraph those covered securities which are being "considered" in accordance with guidelines developed by the Portfolio Management Department. As a result of such determination, a Restricted Stock List , based on current and upcoming recommendations of securities for purchase or sale will be distributed to each Access Person. It is the responsibility of each Access Person to review the list prior to placing any order

 
 

for his/her personal account.

 

2.         Black-Out Periods

No Access Person may purchase a security if he/she knows that a client of Affinity is selling that security or a related security, or has sold such a security within the past five (5) business days. No Access Person may sell a security if he/she knows that a client of Affinity is purchasing that security or a related security, or has purchased such a security within the past five (5) business days.

 

3.         Short Term Trading

No Access Person of Affinity may purchase and subsequently sell (or sell and purchase) the same security within any 60-day period, unless such transaction is approved prospectively in writing by the CCO or unless such transaction is necessitated by an unexpected special circumstance involving the Access Person. The CCO shall consider the totality of the circumstances, including whether the trade would involve a breach of any fiduciary duty, whether it would otherwise be inconsistent with applicable laws and Affinity policies and procedures, and whether the trade would create an appearance of impropriety. Based on his/her consideration of these issues, the CCO shall have the sole authority to grant or deny permission to execute the trade.

 

4.         Initial Public Offerings and Limited Offerings

No Access Person or Associated Person may directly or indirectly acquire beneficial ownership of any securities (not just Covered Securities) issued as part of an Initial Public Offering or a Limited Offering without first obtaining approval from the CCO. Any such approval shall take into account, among other factors, whether the investment opportunity should be reserved for the clients of Affinity and whether the opportunity is being offered to such Personnel due to his or her position in the Company. Any Personnel who has been authorized to acquire securities in a Limited Offering must disclose his or her interest is he or she is involved in the Company’s consideration of an investment in such issuer. Any decision to acquire such issuer’s securities on behalf of the Company shall be subject to review by Personnel with no interest in the issuer. The Access Person will use the form in Exhibit A-4 to submit pre-clearance requests.

 

5. Potential Conflicts in Trading by Access Persons for their own Accounts

In order to avoid any potential conflict of interest between Affinity and its clients, securities transactions for the accounts of Access Persons in the same security as that purchased/sold for advisory accounts or any fund managed or co-managed by Affinity should be entered only after completion of all reasonably anticipated trading in that security for those accounts on any given day. If after completion of all anticipated trading for client accounts, a trade is executed for an Access Person’s personal account on that same day at a price better than that received by the client, the Access Person will notify the CCO who will prepare a memorandum detailing the circumstances of the transaction. If after reviewing the transaction, the CCO determines that a potential conflict of interest exists, he/she shall have the authority to make any necessary adjustments, including

 
 

canceling and re-billing the transaction to such other account(s) as appropriate. Such memoranda and any corrective action taken will be recorded and maintained in Affinity’s compliance files.

 

6.       Exceptions From Trading Restrictions

The foregoing restrictions shall not apply to the following transactions unless CCO determines that such transactions violate the general principles of this Code:

a. Reinvestments of dividends pursuant to a plan, or
b. Transactions in which direct of indirect beneficial ownership is not acquired or disposed of, or
c. Transactions in accounts over which an Access Person has no investment control, or
d. Transactions in accounts of an Access Person for which investment discretion is not retained by the Access Person but is granted to any of the following persons who is not affiliated with the Advisor, a registered broker-dealer, registered investment advisor or other investment manager acting in a similar fiduciary capacity, provided the following conditions are satisfied:
(i) The terms of the account agreement must be in writing and filed with the Designated Supervisory Person to any transactions
(ii) Any amendment to the account agreement must be filed with the Designated Supervisory Person prior to effective date

(iii) The account agreement must require the account manager to comply with the reporting provisions of this Code

e. Transactions in securities in connection with an employer sponsored or other tax qualified plan, such as a 401(k) plan, an IRA, or and ESOP, in an amount not exceeding $1,000 in any calendar month
f. Transactions effected upon the exercise of rights issued by an issuer pro rata to all holder of a class of its securities, to the extent such rights were acquired from the issuer, and sale of such rights so acquired.

 

7.         Expiration of Pre-clearance Approval

Pre-clearance approval under paragraph 4 above will expire at the close of business on the trading day after the date on which authorization is received, and the Access Person is required to renew clearance for the transaction if the trade is not completed before the authority expires.

 

8.       Gifts and Entertainment

Access Persons and employees may not accept or provide gifts, other than de minims gifts (gifts valued under $250), from/to persons doing business with or on behalf of Affinity. The $250 value is limited to the total to/from any one persons during a calendar year. In addition, any gifts given over $100 in value must be pre-cleared with the CCO and any gifts received over $100 in value must be reported to the CCO within 30 days.

 

Bona fide dining or bona fide entertainment is allowed if, during such dining or entertainment, you are accompanied by the person or representative of the entity that does business with Affinity. However, all dining and entertainment must be

 
 

reported to the CCO within 30 days.

 

Additionally, to prevent potential conflicts of interest or the appearance of impropriety, Affinity does not allow its executives, employees or solicitors to make political contributions. The firm, its executives, employees, and solicitors are also prohibited from soliciting or coordinating campaign contributions from others – a practice referred to as bundling – for an elected official.

 

9.         Board Membership

Access Persons and employees shall not serve on the board of publicly traded companies, or in a similar capacity, without the prior approval of the CCO. If such a request is approved, procedures shall be developed to avoid potential conflicts of interest.

 

10. Outside Business Interest

Access Persons and employees shall pre-clear any outside business activities with the CCO. Additionally, an annual basis the CCO shall request certification (Exhibit A-5) from each Access Person and employees that all outside business activities and related compensation have been appropriately disclosed.

 

E. Reporting Requirements of Access Persons

The CCO shall notify each Access Person of Affinity who may be required to make reports pursuant to this Code that such person is subject to this reporting requirement and shall deliver a copy of this Code to each such person. The CCO shall annually obtain written assurances (similar to the Certification shown in Exhibit A-1) from each Access Person of the Company that he or she is aware of his or her obligations under this Code and has complied with its reporting requirements.

 

1. Initial Holdings Report

Within ten (10) days after a person becomes an Access Person and annually thereafter, such person in which they or an Associated Person has beneficial ownership shall disclose the information set forth in the report attached as Exhibit A-3. This report must be current as of 45 days after submission and include the following elements:

 

· Title and type of security;
· The exchange ticker or CUSIP of security;
· The number of shares;
· Principal Amount;
· The name of the broker/dealer, bank, or other medium with or through whom the transaction was effected; and,
· The date the report was submitted.

 

2. Quarterly Transaction Report

Within thirty (30) days after the end of the quarter, each Access Person and

 
 

Associated Person in which they have beneficial ownership shall report to the CCO the information required by the reports attached as Exhibit A-2. The Quarterly Transaction Report must include the following elements:

 

· The name and amount of the security purchased or sold;
· The exchange ticker or CUSIP of the security purchased or sold;
· The date and nature of the transaction (whether bought, sold, exercised, tendered, etc.);
· The price at which the transaction was effected;,
· The interest rate and maturity date, if applicable;
· The name of the broker/dealer, bank, or other medium with or through whom the transaction was effected; and,
· The date the report was submitted.

 

Following submission of the Personal Securities Trading Report , the CCO will review each report for any evidence of improper trading activities or conflicts of interest by the Advisory Representative and/or Access Person and Associated Person. After careful review of each report, the CCO will sign and date the report attesting that he/she conducted such review. Quarterly securities transaction reports are to be maintained by the CCO in accordance with the records retention provisions of Rule 204-2(e) of the Advisors Act. The CEO CCO designate will review the Personal Securities Trading Report of the CCO.

 

3. Annual Holdings Report

Within thirty (30) days of the close of each calendar year (December 31), each Access Person and Associate Person in which they have beneficial ownership shall report the information required by the report attached as Exhibit A-3. Such information must be current as of a date no more than forty five (45) days before the report is submitted. This report must include those elements required above for the Initial Holdings Report.

 

Following submission of the Annual Personal Securities Holding Report , the CCO will review each report for any evidence of improper trading activities or conflicts of interest by the Access Person and Associated Person. After careful review of each report, the CCO will sign and date the report attesting that he/she conducted such review. The CEO will review the Annual Personal Securities Holdings Report of the CCO.

 

In addition to the reporting provision, above, Access Persons will be required annually read and sign Affinity’s Code regarding employee securities transactions.

 

4. Duplicate Copies of Brokerage Statements

Each Access Person and Associated Person must direct his or her broker to

 
 

provide to the CCO duplicate copies of confirmation of all personal securities transactions (including transactions in accounts in which the Access Person has beneficial ownership) on a timely basis and to provide copies of all periodic statements with respect to such account.

 

In lieu of manually listing each securities transaction on the Personal Securities Trading Report , an Associate may affix (staple) copies of trade confirmations received during that quarter to his/her report.

 

5. Exceptions From Reporting Requirements

A person need not submit reports pursuant to this Section E with respect to transactions effected for and Covered Securities held in, any account over which the person has no direct or indirect influence or control;

 

Approval Requirements

The Code of Ethics and any material changes hereto, must be approved by the CEO of the Company. 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 Section 206. Before approving a Code of Ethics of the Company, the CEO must receive a certification from the relevant entity that it has adopted procedures reasonably necessary to prevent its Access Persons from violating its Code of Ethics. The Company’s CEO must approve the Code of Ethics of the Company, and must approve any material change to that Code of Ethics after the adoption of the change. A copy of the Code of Ethics including any amendments will be provide to all supervised personnel.

 

Failure to Comply with the Provisions of the Code – Sanctions

Strict compliance with the provisions of this Code shall be considered a basic condition of employment with Affinity. It is important that employees understand the reasons for compliance with this Code. Affinity’s reputation for fair and honest dealing with its clients and the investment community in general, has taken many years to build. This standing could be seriously damaged as the result of even a single securities transaction considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of the CCO if there are ever any questions as to the application of this Code to their individual circumstances. Employees should also understand that a material breach of the provisions of this Code may constitute grounds for termination of employment with Affinity.

 

Any profits derived from security transactions that violate Section D shall be forfeited, if practicable, and/or dealt with in an appropriate manner and in the best interests of the Company.

 

Any violation to the Code of Ethics must be promptly reported to the CCO or his designee.

 

 

 

 

 

 
 

EXHIBIT A-1

ACKNOWLEDGENMENT OF RECEIPT OF

COMPLIANCE AND SUPERVISORY PROCEDURES MANUAL

AND

CODE OF ETHICS

 

 

 

To: Chief Compliance Officer, Affinity Investment Advisors, LLC

 

From: ______________________________________________

(Access Person/Associate)

 

 

 

 

I have received the Compliance and Supervisory Procedures Manual and received and read the Code of Ethics of Affinity Investment Advisors, LLC and agree to be bound by the requirements for ethical conduct while employed by Affinity Investment Advisors, LLC.

 

 

_______________________________ _________________________

Employee’s Name Date

 

_______________________________

Employee’s Signature

 

 
 

EXHIBIT A-2

QUARTERLY PERSONAL SECURITIES TRANSACTION REPORT

 

To: Chief Compliance Officer, Affinity Investment Advisors, LLC

 

From: ______________________________________________

(Access Person/Associate)

 

Re: Report of Personal Securities Transactions pursuant to Rule 204A-1 of the Investment Advisers Act:

 

During the quarter ending ______________, 20_____, the following securities were effected in securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to Affinity’s code of Ethics:

 

Date of Transaction Security (title and exchange ticker or symbol) Nature of Transaction (Purchase, Sale, other) #  Shares Dollar Amount of Transaction Price Broker/Dealer or Bank Through Whom Effected
             
             
             
             
             
             
             
             

 

q During the above period, I have not purchased or sold any securities in my personal brokerage account or in any account in which I have a direct or indirect beneficial interest. Beneficial interest is understood to mean securities transactions in the accounts of my spouse, minor children, or other family members residing in my household.

 

q During the quarter referred to above, the following brokerage accounts were established under which I had direct or indirect beneficial ownership:

 

Broker/Dealer or Bank Through Whom Account Established Date Account Established
   
   

 

q        I do not have a personal securities brokerage account.

 

Signed: _________________________________________ Date: ______________________

 

Report reviewed by: _______________________________ Date: ______________________

 

 
 

EXHIBIT A-3

ANNUAL PERSONAL SECURITIES HOLDINGS REPORT

 

To: Chief Compliance Officer, Affinity Investment Advisors, LLC

 

From: ______________________________________________

(Access Person/Associate)

 

Re: Report of Personal Securities Holdings pursuant to Rule 204A-1 of the Investment Advisers Act:

 

As of ______________, 20_____, the following holdings reflect the securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to Affinity’s code of Ethics:

 

Title and Type of Security Security (title and exchange ticker or symbol) #  Shares Principal Amount Broker/Dealer or Bank Through Whom Effected
         
         
         
         
         
         
         
         

 

 

 

q        I do not have a personal securities brokerage account.

 

Signed: _________________________________________ Date: ______________________

 

Report reviewed by: _______________________________ Date: ______________________

 
 

EXHIBIT A-4

PERSONAL SECURITIES TRADING REQUEST AND AUTHORIZATION FORM

 

 

Associate’s Name: __________________________________ Date: _________________

 

I hereby request authorization to enter the following securities transaction:

 

Company Name and Ticker symbol: __________________________________________

 

Type of Order: Buy _____ Sell _____ Exchange_____ Tender _____

 

Other _____ (Explain) _____________________________________________________

 

 

Price: Market _____ Limit _____ Stop _____ Number of Shares: ______________

 

 

Broker/Dealer: _________________________________ Bank:_____________________

 

This transaction is for investment purposes and to the best of my knowledge will comply with the applicable personal trading provisions contained in Affinity’s Code of Conduct/Ethics.

 

_____________________________________

Signature of Associate:

 

The above transaction is approved based on information provided above and must be completed within one (1) business days from the date of approval. If the transaction has not been completed in whole or in part, it may be extended at the discretion of Affinity’s Compliance Officer upon written request by the associate.

 

__________________________________ __________________

Signature of Chief Compliance Officer Date

 

The above transaction is disapproved for the following reasons:

______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

 

 

__________________________________ __________________

Signature of Chief Compliance Officer Date

 

 

 

 
 

EXHIBIT A-5

ANNUAL ATTESTATION FOR OUTSIDE BUSINESS ACTIVITY

Annual Attestation for Outside Business Activity

 

 

In accordance with Affinity’s policy, supervised persons must disclose all Outside Business Activities.

 

 

1. I, or a member of my immediate family living in my household, currently serve as an officer or Director of the following public or private entities or served as such since I last signed this certification form:

 

____________ Not Applicable (I do not serve as an officer or Director of any public or private entity)

 

Entity Role/Title Public / Private

 

______________________________ ________________________ _________________________

 

______________________________ ________________________ _________________________

 

______________________________ ________________________ _________________________

 

 

2. The following individuals are my family members who currently work at broker/dealers/custodians and/or companies in which AFFINITY conducts or seeks to conduct business or did so since I last signed this certificate form:

 

____________ Not Applicable (I am not aware of any family members that work at broker/dealers/custodians and/or companies in which AFFINITY conducts or seeks to conduct business)

 

Broker-Dealer/Custodian Family Member Role

 

_________________________ _______________________ ______________________

 

_________________________ _______________________ ______________________

 

_________________________ _______________________ ______________________

 

 

3. A list of any joint ventures or any other businesses in which I participate other than my employment with AFFINITY or in which I participated since I last signed this certificate form:.

 

Entity Role/Title

 

______________________________ ________________________

 

______________________________ ________________________

 

______________________________ ________________________

 

 

I attest that the above disclosed Outside Business Activities are complete and accurate and that I am not involved with any other activities that require disclosure

 

 

 

 

 
 

The Firm expects employees to devote their business day to the work of the Firm, and employees are expected to avoid any outside activity, employment, position, or association that might interfere or appear to interfere with the independent exercise of the employee's judgment regarding the best interests of the Firm and its clients.

 

Employee ___________________________________________________ (PRINT NAME)

 

 

Signature ___________________________________________________

 

 

Date __________________________

 

 

 

 
 

APPENDIX B

 

AFFINITY POLICIES AND PROCEDURES TO PREVENT
THE MISUSE OF MATERIAL NON-PUBLIC INFORMATION

 

 

Insider Trading Provisions of Section 204A

 

Background

The anti-fraud provision of Section 206 of the Investment Advisors Act of 1940 are expressed generally in terms of prohibiting an investment advisor from defrauding his clients or prospective clients. However, the anti-fraud provisions of section 17(a) of the Securities Act of 1933 and Section.10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder are expressed in all-embracing terms of defrauding any person directly or indirectly in the offer or sale of any security or in connection with the purchase or sale of any security.

 

Like many active market participants, investment advisors often may have access to material information that has not been publicly disseminated. In order to combat misuse of this information by advisors, their employees, or affiliates, through insider trading or otherwise, Congress added Section 204A to the Advisors Act, which requires an investment advisor to adopt policies and procedures to preserve the confidentiality of information and prevent possible insider trading. At the same time, Congress significantly increased the penalties controlling persons are subject to for insider trading by their employees and other persons under their control.

 

The investment advisor by virtue of his position in the business environment may obtain non-public information about an investment situation and then use such information improperly to effect transactions in securities to the detriment of others in the investing public who may not be his clients or prospective clients. This may be a situation where the investment advisor’s clients are benefiting from the information to the detriment of the investing public.

 

An investment advisor may be an officer or director of a corporation, an investment company, bank, etc. where in the ordinary course of business he/she (hereinafter the pronouns “he” or “his” will be used to refer to both male and female persons of Affinity) receives “inside,” non-public or confidential information pertaining to securities or their issuers. He may obtain non-public information through his associations with insiders of such entities. In these cases, where he obtains or receives such non-public information he has a duty and obligation under the law generally not to trade on such information, until this information becomes public. In other words, if he trades on such information he must disclose such information publicly before such transactions are effected.

 

Section 204A of the Advisors Act requires that investment advisors establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by the advisor or any person associated with the advisor (note that the coverage of Section 204A is broader than that of Rule 204-2(a)(12), which applies to personal securities transactions by an advisor and its advisory representatives). In light of the increased focus on insider trading and increased penalties, it is important for Affinity to implement the necessary policies and procedures in order to protect itself against the significant monetary

 
 

penalties and damage in reputation that may result from an insider trading violation. The SEC has made a review of the required policies and procedures a focal point in its inspections of advisors.

 

Affinity Policy Regarding Insider Trading

The Chief Compliance Officer (“CCO”) of Affinity or his designee is responsible for overseeing compliance with insider trading guidelines and providing a resource for giving guidance and answering employee questions. This insider trading policy applies to all employees who have any knowledge of the securities being traded or access to confidential information.

 

All Affinity employees are expected to read and be familiar with the following examples of insider trading and responses to the receipt of material, non-public information. In meeting the requirement to “enforce” the provisions of Section 204A, every employee of Affinity will annually sign a disclosure statement (similar to the Certification shown in Exhibit B-1) attesting to his understanding of his duties and responsibilities regarding the use and/or dissemination of insider information. The CCO will maintain copies of each employee’s signed disclosure statement. By way of example, violations of the insider trading rule occurred when persons traded on nonpublic information that:

· a company had made a rich ore find;
· a company had cut its dividend;
· a company had sustained its first and unexpected loss;
· earnings projections showed a substantial increase;
· earnings projections showed a substantial decrease; or
· a tender offer was to be made for a company’s securities above the market price.

Legal sanctions have been applied to:

· persons inside a company who traded the stock;
· persons outside the company who traded the stock;
· persons inside the company who told persons outside the company who traded the stock; and
· persons outside the company who told other persons outside the company who traded the stock.

 

Although Affinity insider trading policy applies to all employees, two divergent sets of circumstances exist under which a portfolio manager/analyst of Affinity may receive material, nonpublic information as well as correspondingly different duties regarding a portfolio manager’s obligation to achieve public disclosure of the information.

 

First, an analyst may receive the information through a special or confidential relationship with an issuer. In that event he may use it only for that purpose (assuming it is lawful) and obviously need not encourage disclosure. Examples include, receiving information as a representative of the underwriter of the issuer (where the issuer is obligated to disclose it to the underwriter), or receiving it as a financial consultant or lender to the issuer. Such relationships very likely may make the analyst and his firm constructive or temporary insiders of the issuer.

Second, a portfolio manager/analyst may receive information from an issuer, although no special or confidential relationship exists between them. In the absence of such a relationship with the

 
 

issuer, the portfolio manager/analyst should usually make an effort to achieve public disclosure. For example, if a portfolio manager/analyst inadvertently hears an officer tell an outsider by telephone of a significant corporate event, such as a large unannounced quarterly loss, he should encourage the officer to make a public announcement.

 

If an employee of Affinity, regardless of position, receives information he believes is material non-public information, he must convey such information to the CCO. The CCO will then make a judgment as to the handling of such information in order to prevent possible charges of 204A insider trading violations. Failure of the employee to disclose such information to the CCO in a timely manner may result in termination of the employee.

 

The following procedures have been established to assist Affinity employees in avoiding violations of the insider trading provisions of Section 204A of the Advisors Act. Every employee of Affinity must follow these procedures or risk being subject to the sanctions described above. If an employee has any questions about these procedures, he/she should bring such questions immediately to Affinity CCO.

 

Identifying Insider Information

· Is the information material ? Is this information an investor would consider important in making an investment decision? Would disclosure of this information substantially affect the market price of the security?
· Is the information non-public ? To whom has this information been provided? Has the information been effectively communicated to the marketplace through publication in any magazine or newspaper of general circulation, or through some other media available to the public?

If after considering the above, the employee believes that the information may be material and non-public, he should take the following action:

· Report the matter immediately to Affinity CCO, disclosing to him all information which the employee believes may be relevant on the issue of whether the information is material and non-public.
· Refrain from purchasing or selling any security about which such information has been received. This prohibition applies to the employee’s personal securities account(s) or any account(s) in which he may have a beneficial interest or any client account managed by Affinity.
· Do not communicate the information to anyone outside the firm or within the firm, other than Affinity CCO.

After reviewing the information, the CCO will determine whether such information is material and non-public and will advise the employee accordingly of the appropriate course of action.

 

 

 

 

 

 
 

EXHIBIT B-1

ACKNOWLEDGENMENT OF RECEIPT OF 204A PROCEDURES

 

To: Chief Compliance Officer, Affinity Investment Advisors, LLC

 

From: ______________________________________________

(Access Person/Associate)

 

Re: Acknowledgement of Receipt of 204A Procedures

 

I hereby acknowledge receipt of Affinity Policy and Procedures to Prevent the Misuse of Material Non-public Information (Section 204A Procedures) and agree to comply with conditions contained therein.

 

_______________________________ _________________________

Employee’s Name Date

 

_______________________________

Employee’s Signature

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

APPENDIX C

 

CYBERSECURITY POLICIES AND PROCEDURES

 

Objective

In light of recent cybersecurity breaches and threats against financial firms, and the guidance issued by the Securities and Exchange Commission, Affinity Investment Advisors, LLC has developed the following Cybersecurity Policies and Procedures (“Policy” or “CP&P”) to ensure effective controls are in place to help prevent, detect, and respond to internal and external cybersecurity threats against the firm’s information and technology systems, which may contain personally identifiable information of the Firm’s client’s, and/or non-public information of the Firm or individuals and entities providing services to the Firm (collectively “non-public information” or “NPI”).

This Policy is overarching and is intended to address any gaps there may be in the Firm’s existing policies and procedures (as outlined below), which collectively will help eliminate or reduce the impact of a cybersecurity threat. It is our intent that these policies work together and that they do not contradict one another.

· Privacy Policy : addresses the requirements outlined by Regulation S-P, and if applicable, Regulation S-AM and only cover customer accounts and nonpublic personal information (terms defined in the aforementioned policy). The CP&P will apply to ALL client accounts and ALL client information.
· Red Flags Policy : applies to the Identity Theft Red Flag Rules which require specific procedures for those firms that are defined as financial institutions, which generally are those that have the ability to transfer money from client accounts to a third party (terms defined in the aforementioned policy). The CP&P will apply to ALL client account activities.
· Review of Service Providers and Remote Offices : although there is no specific requirement to maintain such specific procedures, it is expected by the SEC that firms review the activities of their service providers for areas such as: protection of client information, retention of records, disaster recovery, and adherence to applicable privacy regulations. In addition, if firms have outside offices, the activities conducted at these offices should also be reviewed.
· Business Continuity and/or Disaster Recovery Plan : a critical component of an effective cybersecurity plan is the Firm’s backup and recovery procedures, so that in the event of a breach, data can be retrieved in a timely manner. The Firm should also address the controls in place to protect the backup data from being breached.

Risk Assessment

Because of the rapidly changing nature of cyber threats, no less frequently than annually, the Firm will conduct and document an assessment (Appendix A) that outlines:

This will help enable the Firm to identify potential cybersecurity threats and vulnerabilities so as to better prioritize and mitigate such risks and guide the annual review testing and to identify whether updates are necessary to the existing policies described herein.

Access Rights and Controls

Affinity Investment Advisors restricts access to information of the Firm’s clients to those who need it in order to service the clients’ accounts. Any employee who is authorized access must abide by the following procedures:

The Chief Compliance Officer (“CCO”) will maintain documentation of access rights to all systems and review periodically, no less than annually and upon hire and termination of employees, to confirm only appropriate users that need access to specific information have been granted authority.

Data Loss Prevention

Currently, Affinity’s security management and 3 rd party patches (i.e. java/adobe) are handled by their software management system, SolarWinds. Any unauthorized file transfers are currently managed by windows user password level authentication so that employees do not have access to files above their security level. It is noted that Affinity does not handle client funds or transfer of same.

Business Continuity and Disaster Recovery Plan

A critical component to an effective cybersecurity plan is the Firm’s procedures related to

 
 

protection against the loss or exfiltration of sensitive data, and the backup and retrieval of data, which is discussed in detail in the Firm’s Business Continuity and Disaster Recovery Plan. This is also tested for reasonableness and possible updates, as described in the aforementioned plan.

Third-Party Management

Some of the largest breaches have resulted from hackers accessing third-party vendor platforms. Therefore, both initially upon engaging a third-party vendor and at least annually thereafter, the Firm will review and test, as deemed necessary, the controls related to cybersecurity for those third-party vendors that have access to NPI of the Firm and its clients’ accounts.

Training

Training will be conducted, as deemed necessary, to encourage responsible employee behavior. The training will be tailored to the specific job functions of each employee (i.e. the types of threats they could potentially expose the Firm to and the systems they have access to).

Security Breaches & Incident Response

Anyone that becomes aware of theft or misuse of NPI must immediately report the incident to the CCO. The following steps will be followed to determine the necessary actions:

Testing and Service Provider Reviews

The Firm conducts initial and ongoing due diligence of service providers to assess, among other things, whether cybersecurity measures are in place to protect its clients. The extent of the due diligence process varies greatly between service providers and is based on the product/service and risks posed to the Firm. Such considerations include the nature of the services provided (e.g.. whether they are critical to the investment management function; whether they are easily replaceable) and the information to which the service provider will have access (e.g. whether they have access to confidential client information, Firm non-public information, etc.).

Responsible Party(ies)

The CCO, Compliance Department, and Focus 1 are responsible for maintaining, reviewing, and testing these policies.

 

 
 

Security Procedures

Password Policy

The following procedures are required for passwords:

Encryption Policy

Portable Devices/Hardware

 

Use of Internet/Wi-Fi

System and Software Updates

All changes impacting Affinity’s systems must be authorized by the CCO. These changes include, but are not limited to: new user access, user access rights, employee terminations, firewall changes, web filter changes, global email filtering configurations, security changes, internal router changes, network, and server and desktop security software/configuration changes. A log will be maintained of all system and software updates.

 
 

Exceptions

Any exceptions to the aforementioned policies must be approved by the CCO and logged with a clear explanation.