Columbia Funds Variable Series Trust II (Form: POS EX, Received: 05/15/2014 11:31:11)

COLUMBIA FUNDS VARIABLE SERIES TRUST II

/s/ J. Kevin Connaughton

J. Kevin Connaughton

As filed with the Securities and Exchange Commission on May 15, 2014.

Registration Nos. 333-146374

811-22127

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form N-1A

REGISTRATION STATEMENT

UNDER


*THE SECURITIES ACT OF 1933*		x
Pre-Effective Amendment No.		¨
Post-Effective Amendment No. 39		x

and/or

REGISTRATION STATEMENT

UNDER


		*THE INVESTMENT COMPANY ACT OF 1940*		x
		Amendment No. 40		x

(Check Appropriate Box or Boxes)

COLUMBIA FUNDS VARIABLE SERIES TRUST II

(Exact Name of Registrant as Specified in Charter)

225 Franklin Street, Boston, Massachusetts 02110

(Address of Principal Executive Officers) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 345-6611

Christopher O. Petersen, Esq.

c/o Columbia Management Investment Advisers, LLC

225 Franklin Street,

Boston, Massachusetts 02110

(Name and Address of Agent for Service)

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).

This Post-Effective Amendment relates to all series of the Registrant.

EXPLANATORY NOTE

This Post-Effective Amendment No. 39 to the Registration Statement on Form N-1A (File No. 333-146374) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 39 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 39 does not change the form of the prospectuses and Statement of Additional Information relating to Post-Effective Amendment No. 38 filed electronically on April 29, 2014 with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 39 shall become effective upon filing with the SEC.

PART C. OTHER INFORMATION

Item 28. Exhibits


(a)(1)		Amendment No. 1 to the Agreement and Declaration of Trust effective September 11, 2007, filed electronically on or about September 28, 2007 as Exhibit (a)(1) to Registrant’s Registration Statement No. 333-146374 is incorporated by reference.

(a)(2)		Amendment No. 2 to the Agreement and Declaration of Trust effective April 9, 2008, filed electronically on or about April 21, 2008 as Exhibit (a)(2) to Registrant’s Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(3)		Amendment No. 3 to the Agreement and Declaration of Trust effective January 8, 2009, filed electronically on or about April 29, 2009 as Exhibit (a)(3) to Registrant’s Post-Effective Amendment No. 5 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(4)		Amendment No. 4 to the Agreement and Declaration of Trust effective January 14, 2010, filed electronically on or about April 14, 2010 as Exhibit (a)(4) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(5)		Amendment No. 5 to the Agreement and Declaration of Trust effective April 6, 2010, filed electronically on or about April 29, 2010 as Exhibit (a)(5) to Registrant’s Post-Effective Amendment No. 9 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(6)		Amendment No. 6 to the Agreement and Declaration of Trust effective November 11, 2010, filed electronically on or about April 29, 2011 as Exhibit (a)(6) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(7)		Amendment No. 7 to the Agreement and Declaration of Trust effective January 13, 2011, filed electronically on or about April 29, 2011 as Exhibit (a)(7) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(8)		Amendment No. 8 to the Agreement and Declaration of Trust effective September 15, 2011, filed electronically on or about March 2, 2012 as Exhibit (a)(8) to Registrant’s Post-Effective Amendment No. 20 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(9)		Amendment No. 9 to the Agreement and Declaration of Trust effective January 12, 2012, filed electronically on or about March 2, 2012 as Exhibit (a)(9) to Registrant’s Post-Effective Amendment No. 20 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(10)		Amendment No. 10 to the Agreement and Declaration of Trust effective June 14, 2012, filed electronically on or about April 26, 2013 as Exhibit (a)(10) to Registrant’s Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(11)		Amendment No. 11 to the Agreement and Declaration of Trust effective September 13, 2012, filed electronically on or about April 26, 2013 as Exhibit (a)(11) to Registrant’s Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(12)		Amendment No. 12 to the Agreement and Declaration of Trust effective January 16, 2013, filed electronically on or about April 26, 2013 as Exhibit (a)(12) to Registrant’s Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(13)		Amendment No. 13 to the Agreement and Declaration of Trust effective April 17, 2013, filed electronically on or about April 26, 2013 as Exhibit (a)(13) to Registrant’s Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 is incorporated by reference.



(a)(14)		Amendment No. 14 to the Agreement and Declaration of Trust effective April 11, 2014, filed electronically on April 29, 2014 as Exhibit (a)(14) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(b)		By-laws, effective September 6, 2007, amended April 25, 2011, are filed electronically herewith as Exhibit (b) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(c)		Stock Certificate: Not Applicable.

(d)(1)		Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant filed electronically on April 29, 2014 as Exhibit (d)(1) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(d)(2)		Schedule A, as of April 11, 2014, to the Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant filed electronically on April 29, 2014 as Exhibit (d)(2) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(d)(3)		Investment Management Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund, a series of Columbia Funds Variable Series Trust II, is filed electronically herewith as Exhibit (d)(3) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(4)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc., is filed electronically herewith as Exhibit (d)(4) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(5)		Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Barrow, Hanley, Mewhinney & Strauss, LLC, is filed electronically herewith as Exhibit (d)(5) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(6)		Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc., is filed electronically herewith as Exhibit (d)(6) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(7)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Columbia Wanger Asset Management, Inc., is filed electronically herewith as Exhibit (d)(7) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(8)		Subadvisory Agreement, dated July 16, 2007, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Denver Investment Advisors LLC, is filed electronically herewith as Exhibit (d)(8) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(9)		Subadvisory Agreement, dated September 23, 2011, last amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is filed electronically herewith as Exhibit (d)(9) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(10)		Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Donald Smith & Co., is filed electronically herewith as Exhibit (d)(10) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.



(d)(11)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Eaton Vance Management, is filed electronically herewith as Exhibit (d)(11) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(12)		Subadvisory Agreement, dated January 16, 2013, between Columbia Management Investment Advisers, LLC and Holland Capital Management LLC, is filed electronically herewith as Exhibit (d)(12) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(13)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Invesco Advisers, Inc., is filed electronically herewith as Exhibit (d)(13) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(14)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc., is filed electronically herewith as Exhibit (d)(14) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(15)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Jennison Associates LLC, is filed electronically herewith as Exhibit (d)(15) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(16)		Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P., is filed electronically herewith as Exhibit (d)(16) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(17)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and The London Company of Virginia, is filed electronically herewith as Exhibit (d)(17) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(18)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Massachusetts Financial Services Company, is filed electronically herewith as Exhibit (d)(18) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(19)		Subadvisory Agreement, dated September 15, 2011, between Columbia Management Investment Advisers, LLC and Mondrian Investment Partners Limited, is filed electronically herewith as Exhibit (d)(19) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(20)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Morgan Stanley Investment Management, Inc., is filed electronically herewith as Exhibit (d)(20) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(21)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and NFJ Investment Group LLC, is filed electronically herewith as Exhibit (d)(21) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.



(d)(22)		Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Palisade Capital Management, L.L.C., is filed electronically herewith as Exhibit (d)(22) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(23)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Pyramis Global Advisors, LLC, is filed electronically herewith as Exhibit (d)(23) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(24)		Subadvisory Agreement, dated February 24, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and River Road Asset Management, LLC, is filed electronically herewith as Exhibit (d)(24) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(25)		Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Sit Investment Associates, Inc., is filed electronically herewith as Exhibit (d)(25) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(26)		Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company, is filed electronically herewith as Exhibit (d)(26) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(27)		Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is filed electronically herewith as Exhibit (d)(27) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(28)		Subadvisory Agreement, dated April 7, 2003, last amended February 22, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Turner Investments, L.P., is filed electronically herewith as Exhibit (d)(28) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(29)		Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc., is filed electronically herewith as Exhibit (d)(29) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(30)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Inc., is filed electronically herewith as Exhibit (d)(30) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(d)(31)		Subadvisory Agreement, dated September 29, 2010, between Columbia Management Investment Advisers, LLC and Winslow Capital Management, LLC and Nuveen Investments, Inc., is filed electronically herewith as Exhibit (d)(31) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(e)(1)		Distribution Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Distributors, Inc., filed electronically on April 29, 2014 as Exhibit (e)(1) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.



(e)(2)		Schedule I, dated April 11, 2014, and Schedule II, dated September 7, 2010, to the Distribution Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Distributors, Inc., filed electronically on April 29, 2014 as Exhibit (e)(2) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(f)		Deferred Compensation Plan, adopted as of December 31, 2011, filed electronically on or about February 24, 2012 as Exhibit (f) to Columbia Funds Series Trust II Post-Effective Amendment No. 52 to Registration Statement No. 333-131683 is incorporated by reference.

(g)(1)		Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is filed electronically herewith as Exhibit (g)(1) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(g)(2)		Addendum (related to Columbia Variable Portfolio – Emerging Markets Fund and Columbia Variable Portfolio – Managed Volatility Fund, now known as Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund), dated March 9, 2012, and Addendum (related to Columbia Variable Portfolio – Commodity Strategy Fund), dated March 15, 2013, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, are filed electronically herewith as Exhibit (g)(2) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(h)(1)		Administrative Services Agreement, dated January 1, 2011, between Registrant and Columbia Management Investment Advisers, LLC, filed electronically on April 23, 2014 as Exhibit (h)(1) to Columbia Funds Series Trust II Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 is incorporated by reference.

(h)(2)		Schedule A and Schedule B, as of April 21, 2014, to the Administrative Services Agreement, dated January 1, 2011, between Registrant and Columbia Management Investment Advisers, LLC, filed electronically on April 23, 2014 as Exhibit (h)(2) to Columbia Funds Series Trust II Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 are incorporated by reference.

(h)(3)		Administrative Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund, a series of Columbia Funds Variable Series Trust II, is filed electronically herewith as Exhibit (h)(4) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(h)(4)		Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp., filed electronically on April 29, 2014 as Exhibit (h)(3) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(h)(5)		Schedule A and Schedule B, dated April 17, 2013, to the Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp., filed electronically on April 29, 2014 as Exhibit (e)(2) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 are incorporated by reference.

(h)(6)		Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp., filed electronically on April 23, 2014 as Exhibit (h)(7) to Columbia Funds Series Trust II Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 is incorporated by reference.

(h)(7)		Schedule A, as of April 21, 2014, to the Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp., filed electronically on April 23, 2014 as Exhibit (h)(8) to Columbia Funds Series Trust II Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 is incorporated by reference.



(h)(8)		Agreement and Plan of Reorganization, dated September 11, 2007, between RiverSource Variable Portfolio Funds, each a series of a Minnesota corporation, and corresponding RiverSource Variable Portfolio Funds, each a series of RiverSource Variable Portfolio Trust, now known as Columbia Funds Variable Series Trust II, a Massachusetts business trust, and between RiverSource Variable Portfolio – Core Bond Fund, a series of RiverSource Variable Series Trust, and RiverSource Variable Portfolio – Diversified Bond Fund, a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, filed electronically on or about April 21, 2008 as Exhibit (a)(5) to Registrant’s Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 is incorporated by reference.

(h)(9)		Agreement and Plan of Reorganization, dated December 20, 2010, filed electronically on or about April 29, 2011 as Exhibit (h)(9) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 is incorporated by reference.

(h)(10)		Agreement and Plan of Redomiciling, dated December 20, 2010, filed electronically on or about April 29, 2011 as Exhibit (h)(10) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 is incorporated by reference.

(h)(11)		Agreement and Plan of Reorganization, dated October 9, 2012, filed electronically on May 30, 2013 as Exhibit (h)(7) to Columbia Funds Series Trust Post-Effective Amendment No. 117 to Registration Statement No. 333-8966 is incorporated by reference.

(i)		Opinion and consent of counsel as to the legality of the securities being registered filed electronically on April 29, 2014 as Exhibit (i) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(j)		Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP): Not applicable.

(k)		Omitted Financial Statements: Not Applicable.

(l)		Initial Capital Agreement: Not Applicable.

(m)(1)		Plan of Distribution and Agreement of Distribution , effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc., filed electronically on April 29, 2014 as Exhibit (m)(1) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(m)(2)		Schedule A, dated April 11, 2014, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc., filed electronically on April 29, 2014 as Exhibit (m)(2) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(n)		Rule 18f – 3(d) filed electronically on April 29, 2014 as Exhibit (n) to Registrant’s Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 is incorporated by reference.

(o)		Reserved.

(p)(1)		Code of Ethics adopted under Rule 17j-1 for Registrant, effective April 14, 2014, is filed electronically herewith as Exhibit (p)(1) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(2)		Code of Ethics adopted under Rule 17j-1 for Registrant’s investment adviser and principal underwriter, dated May 1, 2014, is filed electronically herewith as Exhibit (p)(2) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.



(p)(3)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – American Century Diversified Bond Fund’s Subadviser American Century Investment Management, Inc., dated January 1, 2011, is filed electronically herewith as Exhibit (p)(3) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(4)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio – Small Cap Value Funds’ Subadviser Barrow, Hanley, Mewhinney & Strauss, LLC, amended December 31, 2013, is filed electronically herewith as Exhibit (p)(4) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(5)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund’s Subadviser BlackRock Financial Management, Inc., dated June 5, 2013, is filed electronically herewith as Exhibit (p)(5) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(6)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Columbia Wanger International Equities and Columbia Wanger U.S. Equities Funds’ Subadviser Columbia Wanger Asset Management, LLC, effective January 2, 2007, amended February 24, 2014, is filed electronically herewith as Exhibit (p)(6) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(7)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Value Fund’s Subadviser Denver Investment Advisors LLC, amended, effective June 1, 2013, is filed electronically herewith as Exhibit (p)(7) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(8)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – DFA International Value Fund’s Subadviser Dimensional Fund Advisors, L.P., dated March 1, 2013, is filed electronically herewith as Exhibit (p)(8) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(9)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio – Partners Small Cap Value Funds’ Subadviser Donald Smith & Co., Inc., adopted January 1, 2005, revised November 2013, is filed electronically herewith as Exhibit (p)(9) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(10)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Eaton Vance Floating-Rate Income Fund’s Subadviser Eaton Vance Management, effective September 1, 2000, revised December 1, 2013, is filed electronically herewith as Exhibit (p)(10) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(11)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Holland Large Cap Growth Fund’s Subadviser Holland Capital Management LLC, revised February, 2014, is filed electronically herewith as Exhibit (p)(11) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(12)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Invesco International Growth Fund’s Subadviser Invesco Advisers, Inc., dated January 1, 2014, is filed electronically herewith as Exhibit (p)(12) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(13)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – J.P. Morgan Core Bond Fund’s Subadviser J.P. Morgan Investment Management Inc., dated February 1, 2005, revised September 27, 2013, is filed electronically herewith as Exhibit (p)(13) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.



(p)(14)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Jennison Mid Cap Growth Fund’s Subadviser Jennison Associates, LLC, as amended October 31, 2013, is filed electronically herewith as Exhibit (p)(14) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(15)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Growth Fund’s Subadviser The London Company of Virginia dated, November, 2013, is filed electronically herewith as Exhibit (p)(15) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(16)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Loomis Sayles Growth Fund’s Subadviser Loomis, Sayles & Company, L.P., dated January 14, 2010, amended October 16, 2013, is filed electronically herewith as Exhibit (p)(16) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(17)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – MFS Value Fund’s Subadviser Massachusetts Financial Services Company, effective November 22, 2013, is filed electronically herewith as Exhibit (p)(17) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(18)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Mondrian International Small Cap Fund’s Subadviser Mondrian Investment Partners Limited, dated January, 2012, is filed electronically herewith as Exhibit (p)(18) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(19)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Morgan Stanley Global Real Estate Fund’s Subadviser Morgan Stanley Investment Management Inc., dated September 16, 2013, is filed electronically herewith as Exhibit (p)(19) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(20)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – NFJ Dividend Value Fund’s Subadviser NFJ Investment Group LLC, dated April 1, 2013, is filed electronically herewith as Exhibit (p)(20) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(21)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Growth Fund’s Subadviser Palisade Capital Management, LLC, dated February 2014, is filed electronically herewith as Exhibit (p)(21) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(22)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Pyramis International Equity Fund’s Subadviser Pyramis Global Advisors, LLC, dated 2014, is filed electronically herewith as Exhibit (p)(22) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(23)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Value Fund’s Subadviser River Road Asset Management, LLC, as of January 2014, is filed electronically herewith as Exhibit (p)(23) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(24)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Sit Dividend Growth Fund’s Subadviser Sit Investment Associates, Inc., dated April 2013, is filed electronically herewith as Exhibit (p)(24) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(25)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – TCW Core Plus Bond Fund’s Subadviser TCW Investment Management Company, as of December 20, 2013, is filed electronically herewith as Exhibit (p)(25) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.



(p)(26)		Code of Ethics, effective November 2013, adopted under Rule 17j-1, for Columbia Asia Pacific ex-Japan, Columbia Commodity Strategy, Columbia European Equity, Columbia Global Equity, Columbia Variable Portfolio – Commodity Strategy and Columbia Variable Portfolio – International Opportunity Funds’ Subadviser Threadneedle International Ltd., is filed electronically herewith as Exhibit (p)(26) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(27)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio – Partners Small Cap Value Funds’ Subadviser Turner Investments, L.P., dated January 31, 2013, is filed electronically herewith as Exhibit (p)(27) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(28)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Victory Established Value Fund’s Subadviser Victory Capital Management Inc., dated August 1, 2013, is filed electronically herewith as Exhibit (p)(28) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(29)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Growth and Variable Portfolio – Wells Fargo Short Duration Government Funds’ Subadviser Wells Capital Management Incorporated, dated August 2, 2012, is filed electronically herewith as Exhibit (p)(29) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(p)(30)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Nuveen Winslow Large Cap Growth Fund’s Subadviser Winslow Capital Management, LLC., dated January 1, 2013, is filed electronically herewith as Exhibit (p)(29) to Registrant’s Post-Effective Amendment No. 39 to Registration Statement No. 333-146374.

(q)		Trustees Power of Attorney to sign Amendments to this Registration Statement, dated April 17, 2013, filed electronically on or about April 26, 2013 as Exhibit (q) to Registrant’s Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 is incorporated by reference.

Item 29. Persons Controlled by or Under Common Control with the Registrant

Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia funds-of-funds that invest primarily in shares of affiliated funds (the “underlying funds”). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.

Item 30. Indemnification

Article VII of the Registrant’s Agreement and Declaration of Trust, as amended, provides that no trustee or officer of the Registrant shall be subject to any liability to any person in connection with Registrant property or the affairs of the Registrant, and no trustee shall be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Registrant or for the act or omission of any other trustee, all as more fully set forth in the Agreement and Declaration of Trust, which is filed as an exhibit to this registration statement. Article 5 of the Registrant’s Bylaws provides that the Registrant shall indemnify and hold harmless its trustees and officers (including persons who serve at the Registrant’s request as directors, officers

or trustees of another organization in which the Registrant has any interest) (“Covered Persons”) against liabilities and expenses in connection with the defense or disposition of any proceeding in which such Covered Person may be or may have been involved or with which such Covered Person may be or may have been threatened by reason of any alleged act or omission as a trustee or officer or by reason of his or her being or having been such a Covered Person, under specified circumstances, all as more fully set forth in the Bylaws, which are filed as an exhibit to the registration statement.

Section 17(h) of the Investment Company Act of 1940 (“1940 Act”) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

In accordance with Section 17(h) of the 1940 Act, the Registrant’s Declaration of Trust provides that nothing in the Declaration of Trust shall protect any trustee or officer against any liabilities to the Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or position with or on behalf of the Registrant and the Registrant’s Bylaws provides that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

Pursuant to the Distribution Agreement, Columbia Management Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrant’s Distribution Agreement, which has been filed as an exhibit to the registration statement.

The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.

The trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.

Item 31. Business and Other Connections of the Investment Adviser

To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (Columbia Management), the Registrant’s investment adviser, or any subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.

(1)

Columbia Management, a wholly owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management and the directors and principal officers of Columbia Management is also included in the Form ADV filed by Columbia Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with Columbia Management, certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. Prior to May 1, 2010, when Ameriprise Financial, Inc. acquired the long-term asset management business of Columbia Management Group, LLC from Bank of America, N.A., certain current directors and officers held various positions with, and engaged in business for, Columbia Management Group, LLC or other direct or indirect subsidiaries of Bank of America Corporation.

(2)

American Century Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of American Century Investment Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by American Century Investment Management, Inc. and is incorporated herein by reference. Information about the business of American Century Investment Management, Inc. and the directors and principal executive officers of American Century Investment Management, Inc. is also included in the Form ADV filed by American Century Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-8174), which is incorporated herein by reference.

(3)

Barrow, Hanley, Mewhinney & Strauss, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Barrow, Hanley, Mewhinney & Strauss, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Barrow, Hanley, Mewhinney & Strauss, LLC and is incorporated herein by reference. Information about the business of Barrow, Hanley, Mewhinney & Strauss, LLC and the directors and principal executive officers of Barrow, Hanley, Mewhinney & Strauss, LLC is also included in the Form ADV filed by Barrow, Hanley, Mewhinney & Strauss, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-31237), which is incorporated herein by reference.

(4)

BlackRock Financial Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of BlackRock Financial Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by BlackRock Financial Management, Inc. and is incorporated herein by reference. Information about the business of BlackRock Financial Management, Inc. and the directors and principal executive officers of BlackRock Financial Management, Inc. is also included in the Form ADV filed by BlackRock Financial Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-48433), which is incorporated herein by reference.

(5)

Columbia Wanger Asset Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Columbia Wanger Asset Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Columbia Wanger Asset Management, Inc. and is incorporated herein by reference. Information about the business of Columbia Wanger Asset Management, Inc. and the directors and principal executive officers of Columbia Wanger Asset Management, Inc. is also included in the Form ADV filed by Columbia Wanger Asset Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41391), which is incorporated herein by reference.

(6)

Denver Investment Advisors LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Denver Investment Advisors LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Denver Investment Advisors LLC and is incorporated herein by reference. Information about the business of Denver Investment Advisors LLC and the directors and principal executive officers of Denver Investment Advisors LLC is also included in the Form ADV filed by Denver Investment Advisors LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47933), which is incorporated herein by reference.

(7)

Dimensional Fund Advisors, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Dimensional Fund Advisors, L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Dimensional Fund

Advisors, L.P. and is incorporated herein by reference. Information about the business of Dimensional Fund Advisors, L.P. and the directors and principal executive officers of Dimensional Fund Advisors, L.P. is also included in the Form ADV filed by Dimensional Fund Advisors, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16283), which is incorporated herein by reference.

(8)

Donald Smith & Co., Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Donald Smith & Co., Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Donald Smith & Co., Inc. and is incorporated herein by reference. Information about the business of Donald Smith & Co., Inc. and the directors and principal executive officers of Donald Smith & Co., Inc. is also included in the Form ADV filed by Donald Smith & Co., Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-10798), which is incorporated herein by reference.

(9)

Eaton Vance Management performs investment management services for the Registrant and certain other clients. Information regarding the business of Eaton Vance Management is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Eaton Vance Management and is incorporated herein by reference. Information about the business of Eaton Vance Management and the directors and principal executive officers of Eaton Vance Management is also included in the Form ADV filed by Eaton Vance Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15930), which is incorporated herein by reference.

(10)

Holland Capital Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Holland Capital Management LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Holland Capital Management LLC and is incorporated herein by reference. Information about the business of Holland Capital Management LLC and the directors and principal executive officers of Holland Capital Management LLC is also included in the Form ADV filed by Holland Capital Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-38709), which is incorporated herein by reference.

(11)

Invesco Advisers, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Invesco Advisers, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Invesco Advisers, Inc. and is incorporated herein by reference. Information about the business of Invesco Advisers, Inc. and the directors and principal executive officers of Invesco Advisers Inc. is also included in the Form ADV filed by Invesco Advisers, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-33949), which is incorporated herein by reference.

(12)

J.P. Morgan Investment Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of J.P. Morgan Investment Management Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by J.P. Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21011), which is incorporated herein by reference.

(13)

Jennison Associates LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Jennison Associates LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Jennison Associates LLC and is incorporated herein by reference. Information about the business of Jennison Associates LLC and the directors and principal executive officers of Jennison Associates LLC is also included in the Form ADV filed by Jennison Associates LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-5608), which is incorporated herein by reference.

(14)

The London Company of Virginia performs investment management services for the Registrant and certain other clients. Information regarding the business of The London Company of Virginia is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by London Company of Virginia and is incorporated herein by reference. Information about the business of The London Company of Virginia and the directors and principal executive officers of The London Company of Virginia is also included in the Form ADV filed by The London Company of Virginia with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46604), which is incorporated herein by reference.

(15)

Loomis, Sayles & Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Loomis, Sayles & Company, L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Loomis, Sayles & Company, L.P. and is incorporated herein by reference. Information about the business of Loomis, Sayles & Company, L.P. and the directors and principal executive officers of Loomis, Sayles & Company, L.P. is also included in the Form ADV filed by Loomis, Sayles & Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-170), which is incorporated herein by reference.

(16)

Massachusetts Financial Services Company performs investment management services for the Registrant and certain other clients. Information regarding the business of Massachusetts Financial Services Company is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Massachusetts Financial Services Company and is incorporated herein by reference. Information about the business of Massachusetts Financial Services Company and the directors and principal executive officers of Massachusetts Financial Services Company is also included in the Form ADV filed by Massachusetts Financial Services Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-17352), which is incorporated herein by reference.

(17)

Mondrian Investment Partners Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Mondrian Investment Partners Limited is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Mondrian Investment Partners Limited and is incorporated herein by reference. Information about the business of Mondrian Investment Partners Limited and the directors and principal executive officers of Mondrian Investment Partners Limited is also included in the Form ADV filed by Mondrian Investment Partners Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-37702), which is incorporated herein by reference.

(18)

Morgan Stanley Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Morgan Stanley Investment Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Morgan Stanley Investment Management, Inc. and is incorporated herein by reference. Information about the business of Morgan Stanley Investment Management, Inc. and the directors and principal executive officers of Morgan Stanley Investment Management, Inc. is also included in the Form ADV filed by Morgan Stanley Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15757), which is incorporated herein by reference.

(19)

NFJ Investment Group LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of NFJ Investment Group LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by NFJ Investment Group LLC and is incorporated herein by reference. Information about the business of NFJ Investment Group LLC and the directors and principal executive officers of NFJ Investment Group LLC is also included in the Form ADV filed by NFJ Investment Group LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47940), which is incorporated herein by reference.

(20)

Palisade Capital Management, L.L.C. performs investment management services for the Registrant and certain other clients. Information regarding the business of Palisade Capital Management, L.L.C. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Palisade Capital Management, L.L.C. and is incorporated herein by reference. Information about the business of Palisade Capital Management, L.L.C. and the directors and principal executive officers of Palisade Capital Management, L.L.C. is also included in the Form ADV filed by Palisade Capital Management, L.L.C. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-48401), which is incorporated herein by reference.

(21)

Pyramis Global Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Pyramis Global Advisors, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Pyramis Global Advisors, LLC and is incorporated herein by reference. Information about the business of Pyramis Global Advisors, LLC and the directors and principal executive officers of Pyramis Global Advisors, LLC is also included in the Form ADV filed by Pyramis Global Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63658), which is incorporated herein by reference.

(22)

River Road Asset Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of River Road Asset Management, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by River Road Asset Management, LLC and is incorporated herein by reference. Information about the business of River Road Asset Management, LLC and the directors and principal executive officers of River Road Asset Management, LLC is also included in the Form ADV filed by River Road Asset Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-64175), which is incorporated herein by reference.

(23)

Sit Investment Associates, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Sit Investment Associates, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Sit Investment Associates, Inc. and is incorporated herein by reference. Information about the business of Sit Investment Associates, Inc. and the directors and principal executive officers of Sit Investment Associates, Inc. is also included in the Form ADV filed by Sit Investment Associates, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16350), which is incorporated herein by reference.

(24)

TCW Investment Management Company performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by TCW Investment Management Company and is incorporated herein by reference. Information about the business of TCW Investment Management Company and the directors and principal executive officers of TCW Investment Management Company is also included in the Form ADV filed by TCW Investment Management Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-29075), which is incorporated herein by reference.

(25)

Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Threadneedle International Limited and is incorporated herein by reference. Information about the business of Threadneedle International Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63196), which is incorporated herein by reference.

(26)

Turner Investments, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Turner Investments, L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Turner Investments, L.P. and is incorporated herein by reference. Information about the business of Turner Investments, L.P. and the directors and principal executive officers of Turner Investments, L.P. is also included in the Form ADV filed by Turner Investments, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-36220), which is incorporated herein by reference.

(27)

Victory Capital Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Victory Capital Management Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Victory Capital Management Inc. and is incorporated herein by reference. Information about the business of Victory Capital Management Inc. and the directors and principal executive officers of Victory Capital Management Inc. is also included in the Form ADV filed by Victory Capital Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46878), which is incorporated herein by reference.

(28)

Wells Capital Management Incorporated performs investment management services for the Registrant and certain other clients. Information regarding the business of Wells Capital Management Incorporated is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Wells Capital Management Incorporated and is incorporated herein by reference. Information about the business of Wells Capital Management Incorporated and the directors and principal executive officers of Wells Capital Management Incorporated is also included in the Form ADV filed by Wells Capital Management Incorporated with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21122), which is incorporated herein by reference.

(29)

Winslow Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Winslow Capital Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Winslow Capital Management, Inc. and is incorporated herein by reference. Information about the business of Winslow Capital Management, Inc. and the directors and principal executive officers of Winslow Capital Management, Inc. is also included in the Form ADV filed by Winslow Capital Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41316), which is incorporated herein by reference.

Item 32. Principal Underwriter

(a)	Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant:

Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable Series Trust II; Columbia Funds Variable Insurance Trust; Columbia Funds Variable Insurance Trust I and Wanger Advisors Trust.

(b)	As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc.


Name and Principal Business Address*	Position and Offices with Principal Underwriter	Positions and Offices with Registrant
William F. Truscott	Chief Executive Officer	Board Member, Senior Vice President

Amy Unckless	President	None



Jeffrey F. Peters	Managing Director and Head of Global Institutional Distribution	None

Dave K. Stewart	Chief Financial Officer	None

Scott R. Plummer	Senior Vice President, Chief Counsel and Assistant Secretary	Senior Vice President and Chief Legal Officer

Stephen O. Buff	Vice President, Chief Compliance Officer	None

Hector DeMarchena	Vice President – Institutional Asset Management Product Administration and Assistant Secretary	None

Mark Dense	Vice President - National Sales Manager IO	None

Joe Feloney	Vice President – National Sales Manager – U.S. Trust/Private Wealth Management	None

Leslie Moon	Vice President – Mutual Fund Technology	None

Brian Walsh	Vice President, Strategic Relations	None

Thomas R. Moore	Secretary	None

Michael E. DeFao	Vice President and Assistant Secretary	Vice President and Assistant Secretary

Paul B. Goucher	Vice President and Assistant Secretary	Vice President and Assistant Secretary

Tara W. Tilbury	Vice President and Assistant Secretary	Assistant Secretary

Nancy W. LeDonne	Vice President and Assistant Secretary	None

Ryan C. Larrenaga	Vice President and Assistant Secretary	Assistant Secretary

Joseph L. D’ Alessandro	Vice President and Assistant Secretary	Assistant Secretary

Christopher O. Petersen	Vice President and Assistant Secretary	Vice President and Secretary

Eric T. Brandt	Vice President and Assistant Secretary	None

Ken Murphy	Anti-Money Laundering Officer	None

Kevin Wasp	Ombudsman	None

Lee Faria	Conflicts Officer	None

*	The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston MA 02110.

(c)	Not Applicable.

Item 33. Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:

•

Fund headquarters, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402;

•

Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110;

•

Registrant’s subadviser, American Century Investment Management, Inc., 4500 Main Street, Kansas City, Missouri 64111;

•

Registrant’s subadviser, Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31 ^st Floor, Dallas, Texas 75201;

•

Registrant’s subadviser, BlackRock Financial Management, Inc., 55 East 52 ^nd Street, New York, New York 10055;

•

Registrant’s subadviser, Columbia Wanger Asset Management LLC, 227 West Monroe Street, Chicago, Illinois 60606;

•

Registrant’s subadviser, Denver Investment Advisors LLC, 1225 17 ^th Street, 26 ^th Floor, Denver, Colorado 80202;

•

Registrant’s subadviser, Dimensional Fund Advisors, L.P., 6300 Bee Cave Road, Building One, Austin, Texas 78746;

•

Registrant’s subadviser, Donald Smith & Co., Inc., 152 West 57 ^th Street, 22 ^nd Floor, New York, New York 10019;

•

Registrant’s subadviser, Eaton Vance Management, Two International Place Boston, Massachusetts 02110;

•

Registrant’s subadviser, Holland Capital Management LLC, 303 W. Madison Ave., Suite 700, Chicago, Illinois 60606;

•

Registrant’s subadviser, Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, Georgia 30309;

•

Registrant’s subadviser, J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, New York 10017;

•

Registrant’s subadviser, Jennison Associates LLC, 466 Lexington Avenue, New York, New York 10017;

•

Registrant’s subadviser, Loomis, Sayles & Company, L.P., One Financial Center, Boston, Massachusetts, 02111;

•

Registrant’s subadviser, The London Company of Virginia, 1801 Bayberry Court, Suite 301, Richmond, Virginia 23226;

•

Registrant’s subadviser, Massachusetts Financial Services Company, 111 Huntington Ave., Boston, Massachusetts 02199;

•

Registrant’s subadviser, Mondrian Investment Partners Limited, 10 Gresham Street, 5 ^th Floor, London, United Kingdom EC2V7JD;

•

Registrant’s subadviser, Morgan Stanley Investment Management, Inc., 522 Fifth Avenue, New York, New York 10036;

•

Registrant’s subadviser, NFJ Investment Group LLC, 2100 Ross Avenue, Suite 700, Dallas, Texas 75201;

•

Registrant’s subadviser, Palisade Capital Management, L.L.C., One Bridge Plaza North, Suite 695, Fort Lee, New Jersey 07024;

•

Registrant’s subadviser, Pyramis Global Advisors, LLC, 900 Salem Street, Smithfield, Rhode Island 02917;

•

Registrant’s subadviser, River Road Asset Management, LLC, 462 South Fourth Street, Suite 1600 Louisville, Kentucky 40202;

•

Registrant’s subadviser, Sit Investment Associates, Inc., 3300 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402;

•

Registrant’s subadviser, TCW Investment Management Company, 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017;

•

Registrant’s subadviser Threadneedle International Limited, 60 St. Mary Axe, London EC3A 8JQ, England;

•

Registrant’s subadviser Turner Investments, L.P., 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312;

•

Registrant’s subadviser, Victory Capital Management Inc., 4900 Tiedeman Road, 4 ^th Floor, Brooklyn, Ohio 44144;

•

Registrant’s subadviser, Wells Capital Management Inc., 525 Market Street, San Francisco, California 94105;

•

Registrant’s subadviser, Winslow Capital Management, LLC, 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402;

•

Former subadviser, Davis Selected Advisers, L.P., 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706;

•

Former subadviser, Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282;

•

Former subadviser, Marsico Capital Management, LLC, 1200 17 ^th Street, Suite 1600, Denver, Colorado 80202;

•

Former subadviser, Pacific Investment Management Company LLC, 840 Newport Center Drive, Newport Beach, CA 92660;

•

Registrant’s principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA 02110;

•

Registrant’s transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA 02110; and

•

Registrant’s custodian, JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, NY 10005.

In addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.

Item 34. Management Services

Not Applicable.

Item 35. Undertakings

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS VARIABLE SERIES TRUST II, has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 15 ^th day of May, 2014.

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 15 ^th day of May, 2014.


Signature	Capacity	Signature	Capacity

/s/ J. Kevin Connaughton	President	/s/ R. Glenn Hilliard*	Trustee
J. Kevin Connaughton	(Principal Executive Officer)	R. Glenn Hilliard	Trustee

/s/ Michael G. Clarke	Chief Financial Officer	/s/ Stephen R. Lewis, Jr.*	Trustee
Michael G. Clarke	(Principal Financial Officer)	Stephen R. Lewis, Jr.	Trustee

/s/ Joseph F. DiMaria	Chief Accounting Officer	/s/ Catherine James Paglia*	Trustee
Joseph F. DiMaria	(Principal Accounting Officer)	Catherine James Paglia	Trustee

/s/ William P. Carmichael*	Chair of the Board	/s/ Leroy C. Richie*	Trustee
William P. Carmichael		Leroy C. Richie	Trustee

/s/ Kathleen A. Blatz*	Trustee	/s/ Anthony M. Santomero*	Trustee
Kathleen A. Blatz		Anthony M. Santomero	Trustee

/s/ Edward J. Boudreau, Jr.*	Trustee	/s/ Minor M. Shaw*	Trustee
Edward J. Boudreau, Jr.		Minor M. Shaw	Trustee

/s/ Pamela G. Carlton*	Trustee	/s/ Alison Taunton-Rigby*	Trustee
Pamela G. Carlton		Alison Taunton-Rigby	Trustee

/s/ Patricia M. Flynn*	Trustee	/s/ William F. Truscott*	Trustee
Patricia M. Flynn		William F. Truscott	Trustee

/s/ William A. Hawkins*	Trustee
William A. Hawkins


*	By:	/s/ Ryan C. Larrenaga
	Name:	Ryan C. Larrenaga**
		Attorney-in-fact

**	Signed pursuant to Trustees Power of Attorney, dated April 17, 2013, filed electronically as Exhibit (q) to Registrant’s Post-Effective Amendment No. 31 to Registration Statement No. 333-146374, on or about April 26, 2013.

SIGNATURES

CVPCSF Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Columbia Variable Portfolio – Commodity Strategy Fund, with respect only to information that specifically relates to CVPCSF Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 15 ^th day of May, 2014.


CVPCSF Offshore Fund, Ltd.

By		/s/ Amy K. Johnson
		Amy K. Johnson
		Director

This Amendment to the Registration Statement for Columbia Variable Portfolio – Commodity Strategy Fund, with respect only to information that specifically relates to CVPCSF Offshore Fund, Ltd., has been signed below by the following persons in the capacities indicated on the 15 ^th day of May, 2014.


Signature		Capacity

/s/ Amy K. Johnson Amy K. Johnson		Director, CVPCSF Offshore Fund, Ltd

/s/ Anthony P. Haugen Anthony P. Haugen		Director, CVPCSF Offshore Fund, Ltd

/s/ Paul D. Pearson Paul D. Pearson		Director, CVPCSF Offshore Fund, Ltd

Exhibit Index



(b)		By-laws, effective September 6, 2007, amended April 25, 2011.

(d)(3)		Investment Management Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio – Commodity Strategy Fund, a series of Columbia Funds Variable Series Trust II.

(d)(4)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc.

(d)(5)		Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Barrow, Hanley, Mewhinney & Strauss, LLC.

(d)(6)		Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc.

(d)(7)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Columbia Wanger Asset Management, Inc.

(d)(8)		Subadvisory Agreement, dated July 16, 2007, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Denver Investment Advisors LLC.

(d)(9)		Subadvisory Agreement, dated September 23, 2011, last amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P.

(d)(10)		Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Donald Smith & Co.

(d)(11)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Eaton Vance Management.

(d)(12)		Subadvisory Agreement, dated January 16, 2013, between Columbia Management Investment Advisers, LLC and Holland Capital Management LLC.

(d)(13)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Invesco Advisers, Inc.

(d)(14)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc.

(d)(15)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Jennison Associates LLC.

(d)(16)		Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P.

(d)(17)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and The London Company of Virginia.

(d)(18)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Massachusetts Financial Services Company.



(d)(19)		Subadvisory Agreement, dated September 15, 2011, between Columbia Management Investment Advisers, LLC and Mondrian Investment Partners Limited.

(d)(20)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Morgan Stanley Investment Management, Inc.

(d)(21)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and NFJ Investment Group LLC.

(d)(22)		Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Palisade Capital Management, L.L.C.

(d)(23)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Pyramis Global Advisors, LLC.

(d)(24)		Subadvisory Agreement, dated February 24, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and River Road Asset Management, LLC.

(d)(25)		Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Sit Investment Associates, Inc.

(d)(26)		Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company.

(d)(27)		Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited.

(d)(28)		Subadvisory Agreement, dated April 7, 2003, last amended February 22, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Turner Investments, L.P.

(d)(29)		Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc.

(d)(30)		Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Inc.

(d)(31)		Subadvisory Agreement, dated September 29, 2010, between Columbia Management Investment Advisers, LLC and Winslow Capital Management, LLC and Nuveen Investments, Inc.

(g)(1)		Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011.

(g)(2)		Addendum (related to Columbia Variable Portfolio – Emerging Markets Fund and Columbia Variable Portfolio – Managed Volatility Fund, now known as Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund), dated March 9, 2012, and Addendum (related to Columbia Variable Portfolio – Commodity Strategy Fund), dated March 15, 2013, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011.

(h)(3)		Administrative Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund, a series of Columbia Funds Variable Series Trust II.



(p)(1)		Code of Ethics adopted under Rule 17j-1 for Registrant, effective April 14, 2014.

(p)(2)		Code of Ethics adopted under Rule 17j-1 for Registrant’s investment adviser and principal underwriter, dated May 1, 2014.

(p)(3)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – American Century Diversified Bond Fund’s Subadviser American Century Investment Management, Inc., dated January 1, 2011.

(p)(4)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio – Small Cap Value Funds’ Subadviser Barrow, Hanley, Mewhinney & Strauss, LLC, amended December 31, 2013.

(p)(5)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund’s Subadviser BlackRock Financial Management, Inc., dated June 5, 2013.

(p)(6)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Columbia Wanger International Equities and Columbia Wanger U.S. Equities Funds’ Subadviser Columbia Wanger Asset Management, LLC, effective January 2, 2007, amended February 24, 2014.

(p)(7)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Partners Small Cap Value Fund’s Subadviser Denver Investment Advisors LLC, amended, effective June 1, 2013.

(p)(8)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – DFA International Value Fund’s Subadviser Dimensional Fund Advisors, L.P., dated March 1, 2013.

(p)(9)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio – Partners Small Cap Value Funds’ Subadviser Donald Smith & Co., Inc., adopted January 1, 2005, revised November 2013.

(p)(10)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Eaton Vance Floating-Rate Income Fund’s Subadviser Eaton Vance Management, effective September 1, 2000, revised December 1, 2013.

(p)(11)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Holland Large Cap Growth Fund’s Subadviser Holland Capital Management LLC, revised February, 2014.

(p)(12)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Invesco International Growth Fund’s Subadviser Invesco Advisers, Inc., dated January 1, 2014.

(p)(13)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – J.P. Morgan Core Bond Fund’s Subadviser J.P. Morgan Investment Management Inc., dated February 1, 2005, revised September 27, 2013.

(p)(14)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Jennison Mid Cap Growth Fund’s Subadviser Jennison Associates, LLC, as amended October 31, 2013.

(p)(15)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Growth Fund’s Subadviser The London Company of Virginia dated, November, 2013.

(p)(16)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Loomis Sayles Growth Fund’s Subadviser Loomis, Sayles & Company, L.P., dated January 14, 2010, amended October 16, 2013.

(p)(17)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – MFS Value Fund’s Subadviser Massachusetts Financial Services Company, effective November 22, 2013.

(p)(18)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Mondrian International Small Cap Fund’s Subadviser Mondrian Investment Partners Limited, dated January, 2012.


(p)(19)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Morgan Stanley Global Real Estate Fund’s Subadviser Morgan Stanley Investment Management Inc., dated September 16, 2013.

(p)(20)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – NFJ Dividend Value Fund’s Subadviser NFJ Investment Group LLC, dated April 1, 2013.

(p)(21)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Growth Fund’s Subadviser Palisade Capital Management, LLC, dated February 2014.

(p)(22)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Pyramis International Equity Fund’s Subadviser Pyramis Global Advisors, LLC, dated 2014.

(p)(23)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Value Fund’s Subadviser River Road Asset Management, LLC, as of January 2014.

(p)(24)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Sit Dividend Growth Fund’s Subadviser Sit Investment Associates, Inc., dated April 2013.

(p)(25)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – TCW Core Plus Bond Fund’s Subadviser TCW Investment Management Company, as of December 20, 2013.

(p)(26)		Code of Ethics, November 2013, adopted under Rule 17j-1, for Columbia Asia Pacific ex-Japan, Columbia Commodity Strategy, Columbia European Equity, Columbia Global Equity, Columbia Variable Portfolio – Commodity Strategy and Columbia Variable Portfolio – International Opportunity Funds’ Subadviser Threadneedle International Ltd.

(p)(27)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio – Partners Small Cap Value Funds’ Subadviser Turner Investments, L.P., dated January 31, 2013.

(p)(28)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Victory Established Value Fund’s Subadviser Victory Capital Management Inc., dated August 1, 2013.

(p)(29)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Partners Small Cap Growth and Variable Portfolio – Wells Fargo Short Duration Government Funds’ Subadviser Wells Capital Management Incorporated, dated August 2, 2012.

(p)(30)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio – Nuveen Winslow Large Cap Growth Fund’s Subadviser Winslow Capital Management, LLC., dated January 1, 2013.


Effective:		September 6, 2007
Amended:		April 25, 2011 (Trust Name Change)

BYLAWS

COLUMBIA FUNDS VARIABLE SERIES TRUST II

ARTICLE 1

Principal Office

1.1 Principal Office of the Trust . Until changed by the Trustees, the principal office of the Trust shall be located in the city of Boston, County of Suffolk.

ARTICLE 2

Meetings of Trustees

2.1 Regular Meetings . Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees.

2.2 Special Meetings . Special meetings of the Trustees may be held, at any time and at any place designated in the call of the meeting, when called by the Chairman of the Board, if any, the President, the Treasurer, any Vice President, the Secretary or the Assistant Secretary or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.

2.3 Notice . It shall be sufficient notice to a Trustee of a special meeting to send notice by mail or courier at least forty-eight hours or by telegram, facsimile or other electronic means at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her by overnight mail, telegram, facsimile or other electronic means or delivered personally or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Except as required by law, neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

2.4 Quorum . At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice to any Trustee who was present at the time of such adjournment; notice of the time and place of any adjourned session of such meeting shall, however, be given in the manner provided in Section 2.3 of these Bylaws to each Trustee who was not present at the time of such adjournment.

2.5 Action by Vote . When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these Bylaws.

2.6 Action by Writing . Except as required by law, any action required or permitted to be taken at any meeting of the Trustees may be taken without a meeting if a majority of the Trustees (or such larger proportion thereof as shall be required by any express provision of the Declaration of Trust or these Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of the Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.

2.7 Presence through Communications Equipment . Except as required by law, the Trustees may participate in a meeting of Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

ARTICLE 3

Officers

3.1 Enumeration; Qualification . The officers of the Trust shall be a President, a Treasurer, a Secretary and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. The Chairman of the Board shall be a Trustee and may but need not be a Shareholder; and any officer of the Trust may be but not need be a Trustee or Shareholder. Any two or more offices may be held by the same person.

3.2 Election and Tenure . The President, the Treasurer, the Secretary, the Chairman of the Board (if any) and such other officers, if any, as the Trustees may in their discretion from time to time elect shall each be elected by the Trustees to serve until his or her successor is elected or qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each officer, and the Chairman of the Board, if any, shall hold office and each agent shall retain authority at the pleasure of the Trustees.

3.3 Powers . Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate.

3.4 President and Vice Presidents . The President shall have the duties and powers specified in these Bylaws and shall have such other duties and powers as may be determined by the Trustees.

-2-

Any Vice Presidents shall have the duties and powers specified in these Bylaws and shall have such other duties and powers as shall be designated from time to time by the Trustees.

3.5 Chief Executive Officer . The Chief Executive Officer of the Trust shall be the Chairman of the Board, the President or such other officer as is designated by the Trustees and shall, subject to the control of the Trustees, have general charge and supervision of the business of the Trust and, except as the Trustees shall otherwise determine or such Chief Executive Officer shall designate, preside at all meetings of the Shareholders and of the Trustees. If no such designation is made, the President shall be the Chief Executive Officer.

3.6 Chairman of the Board . The Board of Trustees shall elect one member who is not an “interested person” of the Trust (as defined in Section 2(a)(19) of the 1940 Act) to serve as Chair of the Board whose duties shall include serving as the lead independent Trustee and who shall preside at each meeting of the Trustees as chairman of the meeting. As the Chair of the Board, he or she shall have the duties and powers specified in these Bylaws and shall have such other duties and powers as may be determined by the Trustees.

3.7 Treasurer; Assistant Treasurer . The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, administrator or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President.

Any Assistant Treasurer shall have the duties and powers specified in these Bylaws and may perform such duties of the Treasurer as the Treasurer or the Trustees may assign, and, in the absence of the Treasurer, an Assistant Treasurer may perform all of the duties of the Treasurer.

3.8 Secretary; Assistant Secretary . The Secretary or an Assistant Secretary shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary and any Assistant Secretary from any meeting of the Shareholders or Trustees, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books.

Any Assistant Secretary shall have the duties and powers specified in these Bylaws and may perform such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, an Assistant Secretary may perform all the duties of the Secretary.

3.9 Resignations and Removals . Any officer may resign at any time by written instrument signed by him or her and delivered to the President or the Secretary or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer with or without cause. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

-3-

ARTICLE 4

Committees

4.1 Quorum; Voting . Except as provided below or as otherwise specifically provided in the resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings or in the charter of such committee adopted by the Trustees, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Members of a Committee may participate in a meeting of such Committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Except as specifically provided in the resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings or in the charter of such committee adopted by the Trustees, Article 2, Section 2.3 of these Bylaws relating to special meetings of the Trustees shall govern the notice requirements for Committee meetings, provided, however, that such notice need be given only to the Trustees who are members of such Committee.

ARTICLE 5

Indemnification

5.1 Trustees, Officers, etc . The Trust shall indemnify and hold harmless, to the full extent that a Massachusetts business corporation would be authorized by the Massachusetts Business Corporation Act, each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or Trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”), against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Trustee or officer or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf

-4-

of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either 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), or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article. For purposes of the determination or opinion referred to in clause (c), the majority of disinterested Trustees acting on the matter or independent legal counsel, as the case may be, shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

5.2 Compromise Payment . As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the proceeding was brought, that such Covered Person has not acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust or is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved, 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 (as opposed to a full trial type inquiry) that such Covered Person has acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and is not liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and that such indemnification would not protect such Covered Person against any liability to the Trust to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust or to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

5.3 Indemnification Not Exclusive . The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article 5, the term “Covered Person” shall include such person’s heirs, executors and administrators; and a “disinterested Trustee” is a Trustee who is not an “interested

-5-

person” of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940 (or exempted from being an “interested person” by any rule, regulation or order of the Securities and Exchange Commission) and against whom none of the actions, suits or other proceedings in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

ARTICLE 6

Reports

6.1 General . The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees.

ARTICLE 7

Seal

7.1 General . The seal of the Trust shall consist of a flat-faced die with the word “Massachusetts,” together with the name of the Trust and the year of its organization cut or engraved thereon, but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

ARTICLE 8

Execution of Papers

8.1 General . Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all checks, notes, drafts and other obligations and all registration statements and amendments thereto and all applications and amendments thereto to the Securities and Exchange Commission shall be signed by the Chairman of the Board, if any, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any of such other officers or agents as shall be designated for that purpose by a vote of the Trustees.

ARTICLE 9

Provisions Relating to the Conduct of the Trust’s Business

9.1 Determination of Net Income and Net Asset Value Per Share . The Trustees or any officer or officers or agent or agents of the Trust designated from time to time for this

-6-

purpose by the Trustees shall determine at least once daily the net income and the value of all the assets attributable to any class or series of shares of the Trust on each day on which the New York Stock Exchange is open for unrestricted trading and at such other times as the Trustees shall designate. The net income and net asset value per share of each class and each series of shares of the Trust shall be determined in accordance with the Investment Company Act of 1940 and the rules and regulations thereunder and any related procedures and/or policies of the Trust, or an officer or officers or agent or agents, as aforesaid, as adopted or authorized by the Trustees from time to time.

9.2 Voting Power . Each whole share (or fractional share) outstanding on the record date shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or fractional share) in U. S. dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes).

ARTICLE 10

Amendments to the Bylaws

10.1 General . These Bylaws may be amended or repealed, in whole or in part, or new Bylaws may be adopted, by a majority of the Trustees then in office at any meeting of the Trustees, or by written consent in lieu thereof. The Trustees shall in no event adopt Bylaws which are in conflict with the Agreement and Declaration of Trust, as from time to time in effect, of the Trust, and any apparent inconsistency shall be construed in favor of the related provisions in the Agreement and Declaration of Trust.

ARTICLE 11

Miscellaneous

11.1 Proxy Instructions Transmitted by Telephonic or Electronic Means . The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder.

-7-

INVESTMENT MANAGEMENT SERVICES AGREEMENT

This Agreement, dated as of April 3, 2013, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and CVPCSF Offshore Fund, Ltd. (“Subsidiary” or “Fund”), a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund (“Parent Fund”), a series of Columbia Funds Variable Series Trust II.

Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES

(1)

The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, to furnish the Fund continuously with investment advice; to determine, consistent with the Fund’s Memorandum and Articles of Association and the Fund’s and the Parent Fund’s investment objectives, strategies and policies as from time to time set forth in the Parent Fund’s then-current prospectus or statement of additional information, or as otherwise established by the Board of Directors of the Subsidiary (the “Board”), which investments, in the Investment Manager’s discretion, shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to recommend changes to investment objectives, strategies and policies to the Board, as the Investment Manager deems appropriate; to perform investment research and prepare and make available to the Fund research and statistical data in connection therewith; and to furnish all other services of whatever nature that the Investment Manager from time to time reasonably determines to be necessary or useful in connection with the investment management of the Fund as provided under this Agreement; subject always to oversight by the Board and the authorized officers of the Fund. The Investment Manager agrees: (a) to maintain an adequate organization of competent persons to provide the services and to perform the functions herein mentioned (to the extent that such services and functions have not been delegated to a subadviser); and (b) to maintain adequate oversight over any subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board deems appropriate for the purpose of reviewing the Investment Manager’s performance under this Agreement and will prepare and furnish to the Board such reports, statistical data and other information relating to the investment management of the Fund in such form and at such intervals as the Board may reasonably request. The Fund agrees that the Investment Manager may, at its own expense, subcontract for certain of the services described under this Agreement (including with affiliates of the Investment Manager) with the understanding that the quality and scope of services required to be provided under this Agreement shall not be diminished thereby, and also with the understanding that the Investment Manager shall obtain such approval from the Board and/or Fund shareholders as is required by applicable law, rules and regulations promulgated thereunder, terms of this Agreement, resolutions of the Board and commitments of the Investment Manager. The Investment Manager agrees that, in the event it subcontracts with another party for some or all of the investment management services contemplated by this Agreement with respect to the Fund, the Investment Manager will retain overall supervisory responsibility for the general management and investment of the Fund and, subject to review and approval by the Board, will set the Fund’s overall

investment strategies (consistent with the Parent Fund’s then-current prospectus and statement of additional information); evaluate, select and recommend one or more subadvisers to manage all or a portion of the Fund’s assets; when appropriate, allocate and reallocate the Fund’s assets among multiple subadvisers; monitor and evaluate the investment performance of subadvisers; and implement procedures reasonably designed to ensure that the subadvisers comply with the Fund’s investment objectives, policies and restrictions.

(2)

The Investment Manager shall comply (or cause the Fund to comply, as applicable) with all applicable law, and shall manage the Fund so as to ensure that the operations of the Fund and Parent Fund, taken as a whole, comply with all applicable law, including but not limited to the following, to the extent applicable, the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “1940 Act”), the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder, the 1933 Act, and the provisions of the Internal Revenue Code of 1986, as amended.

(3)

The Investment Manager shall allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner, consistent with its fiduciary obligations to clients. The Fund recognizes that the Investment Manager and its affiliates may from time to time acquire information about issuers or securities that it may not share with, or act upon for the benefit of, the Fund.

(4)

The Investment Manager agrees to vote proxies and to provide or withhold consents, or to provide such support as is required or requested by the Board in conjunction with voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities in which the Fund ’ s assets may be invested from time to time, as directed by the Board from time to time.

(5)

The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund, including with respect to the acquisition or disposition of securities. The Investment Manager hereby agrees that all records that it maintains for the Fund under this Agreement are the property of the Subsidiary and further agrees to surrender promptly to the Subsidiary any of such records upon request.

(6)	The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the services performed or to be performed by the Investment Manager under this Agreement.

(7)

In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager may consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities

Page 2

as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealer’s risk in positioning a block of securities, the broker-dealer’s execution service rendered on a continuing basis and in other transactions, the broker-dealer’s expertise in particular markets, and the broker-dealer’s ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may, except where otherwise directed by the Board, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker dealers through which transactions are executed.

(8)

Except for willful misfeasance, bad faith or negligence on the part of the Investment Manager in the performance of its duties, or reckless disregard by the Investment Manager of its obligations and duties, under this Agreement, neither the Investment Manager, nor any of its respective directors, officers, partners, principals, employees, or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its shareholders or creditors. To the extent permitted by applicable law, each of the Investment Manager, and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.

Part Two: COMPENSATION TO THE INVESTMENT MANAGER

(1)	The Fund agrees to pay to the Investment Manager, in full payment for the services furnished, a fee as set forth in Schedule A .

(2)

The fee shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Parent Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to the Fund, during any month, the fee paid to the Investment Manager shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

(3)	The fee provided for hereunder shall be paid in cash to the Investment Manager within five business days after the last day of each month.

Page 3

Part Three: ALLOCATION OF EXPENSES

(1)

The Investment Manager shall (a) furnish at its expense such office space, supplies, facilities, equipment, clerical help and other personnel and services as are required to render the services contemplated to be provided by it pursuant to this Agreement and (b) pay the compensation of the directors or officers of the Fund who are directors, officers or employees of the Investment Manager (except to the extent the Board of the Fund shall have specifically approved the payment by the Fund of all or a portion of the compensation of one or more of the Fund’s officer(s)). Except to the extent expressly assumed by the Investment Manager, and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager shall have no duty to pay any Fund operating expenses incurred in the organization and operation of the Fund.

Part Four: MISCELLANEOUS

(1)	The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or otherwise, shall have no authority to act for or represent the Fund.

(2)

The Fund acknowledges that the Investment Manager and its affiliates may perform investment advisory services for other clients, so long as the Investment Manager’s services to the Fund under this Agreement are not impaired thereby. The Investment Manager and its affiliates may give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and the Investment Manager and its affiliates and their respective clients may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client.

(3)

Neither this Agreement nor any transaction pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, shareholders or otherwise; or that the Investment Manager or any successor or assignee is or may be interested in the Fund as shareholder or otherwise, provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations, United States Securities and Exchange Commission (“SEC”) orders or published SEC staff guidance.

Page 4

(4)

Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such party’s principal place of business, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (4).

(5)

All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where it is necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.

(6)	This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof.

(7)

Notice is hereby given that this Agreement is executed on behalf of the Subsidiary by an officer of the Subsidiary in his or her capacity as an officer of the Subsidiary and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, directors, officers or shareholders of the Subsidiary individually, but are binding only upon the assets and property of the Subsidiary.

(8)

If any term, provision, agreement, covenant or restriction of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

(9)	This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.

Part Five: RENEWAL AND TERMINATION

(1)	This Agreement shall continue in effect for two years from the date of its execution, and from year to year thereafter, unless and until terminated by either party as hereinafter provided.

Page 5

(2)

This Agreement may be terminated by either the Fund or the Investment Manager at any time by giving the other party 60 days’ written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Fund.

(3)

This Agreement shall terminate in the event of its assignment, the term “assignment” for this purpose having the same meaning as set forth in the 1940 Act, unless the SEC issues an order exempting such assignment from the provisions of the 1940 Act requiring such termination, in which case this Agreement shall remain in full force and effect, subject to the terms of such order. This Agreement shall terminate in the event the Investment Manager ceases to be the investment adviser of the Parent Fund.

(4)	Except as prohibited by applicable law, this Agreement may be amended upon written agreement of the Investment Manager and the Subsidiary.

(5)	Any action proposed to be taken on this Agreement, including an amendment or termination of this Agreement, shall not be implemented without the prior approval of the Board of the Parent Fund.

Part Six: Use of Name

(1)

At such time as this Agreement or any extension, renewal or amendment hereof, or any similar agreement with any organization which shall have succeeded to the business of the Investment Manager, shall no longer be in effect, the Fund will cease to use any name derived from the name of the Investment Manager or of any organization which shall have succeeded to the Investment Manager’s business as investment adviser.

Page 6

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.


CVPCSF OFFSHORE FUND, LTD.

By:		/s/ Christopher O. Petersen
Name:		Christopher O. Petersen
Title:		Authorized Person

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:		/s/ J. Kevin Connaughton
Name:		J. Kevin Connaughton
Title:		Managing Director and General Manager Mutual Fund Products

Schedule A

Effective as of April 3, 2013


*Assets (in Millions)*		*Rate of Fee ⁽¹⁾*
$0 - $500		0.550%
>$500 - $1,000		0.505%
>$1,000 - $3,000		0.480%
>$3,000 - $6,000		0.460%
>$6,000		0.440%

(1)

When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the average daily net assets of the Fund.

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and American Century Investment Management, Inc., a Delaware corporation (“Subadviser”).

WHEREAS, the funds listed in Schedule A (collectively referred to as the “Fund”) is each a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager entered into an Investment Management Services Agreement (the “Advisory Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

- 1 -

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser shall be responsible for setting up and maintaining brokerage accounts and other accounts the parties deem advisable to allow for the purchase and sale of the various forms of securities and other instruments pursuant to the Agreement, including futures accounts, ISDAs and other accounts or arrangements with respect to derivatives and other special investments. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

- 2 -

(B)

Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

Subadviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the Fund’s assets and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

- 3 -

Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1 (a) hereof.

(d)

Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

(e)

- 4 -

act; (2) that is rightfully received from a third party without obligation of confidentiality; (3) approved in writing by the non-disclosing party for disclosure, or (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the disclosing party provides (to the extent permitted under applicable law) the other party with prompt written notice of such requirement prior to any such disclosure; however, the disclosing party is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates of a party that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to either party subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of

- 5 -

the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager reasonable out of pocket costs associated with generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, or to investment style or management (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

- 6 -

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable out of pocket costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

In the event that Subadviser is required to pay Investment Manager costs under this Section 5, Investment Manager will provide Subadviser with a reasonably detailed invoice that sets forth the costs for which Subadviser is responsible.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

- 7 -

functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d)

Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

- 8 -

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund on a representative client list, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets.

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

- 9 -

“1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser, and to which Subadviser failed to make Investment Manager aware, which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

- 10 -

expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing

- 11 -

interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 7(d), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

- 12 -

10.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. In the event that this Agreement shall be terminated for any reason, and in the event a new or successor Agreement with Subadviser is not concluded, Investment Manager understands that it must immediately take all steps necessary to delete the name “American Century” from the Fund’s name and any other reference in all materials (including Investment Manager’s website) and cease any and all use of the name “American Century.”

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

American Century Investment Management, Inc.

4500 Main Street

Kansas City, Missouri 64111

Attention: General Counsel

Fax: 816-340-4964

- 13 -

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

Assignment . No assignment of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

Governing Law . This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

- 14 -

18.

Interpretation . Any questions 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 in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

Authorization . Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

- 15 -

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.


RiverSource Investments, LLC		American Century Investment Management, Inc.

By:	/s/ Patrick T. Bannigan	By:	/s/ Otis H. Cowan
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	Otis H. Cowan
	Printed		Printed

	Senior Vice President – Asset
Title:	Management, Products and Marketing	Title:	Vice President

- 16 -

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

- 17 -

SUBADVISORY AGREEMENT

Agreement made as of the 12 ^th day of March, 2004, by and between American Express Financial Corporation, a Delaware corporation (“AEFC”), and Barrow, Hanley, Mewhinney & Strauss, Inc., a Nevada corporation (“Subadviser”).

WHEREAS each Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS AEFC has entered into an Investment Management Services Agreement (the “Advisory Agreement”) with each Fund pursuant to which AEFC provides investment advisory services to the Fund; and

WHEREAS AEFC and each Fund desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services;

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management. Subject to supervision by AEFC and the Fund’s Board of Directors (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser from time to time by AEFC (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

Aggregation of Trades . On occasions when Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of Subadviser, Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(iv)

Records and Reports . Subadviser shall maintain such books and records required under the 1940 Act as shall be agreed upon from time to time by the parties hereto, shall render to the Board such periodic and special reports as the Board or AEFC may reasonably request, and shall meet with any persons at the request of AEFC or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice.

(v)

(b)

Subadviser’s Directors. Officers, and Employees . Subadviser shall authorize and permit any of its directors, officers, and employees who may be elected as directors or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by Subadviser under this Agreement may be furnished through any such partners, officers, or employees.

(c)

Maintenance of Records . Subadviser shall timely furnish to AEFC all information relating to Subadviser’s services hereunder which are needed by AEFC to maintain the books and records of the Fund required under the 1940 Act. Subadviser shall maintain for the Fund the records required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act and any additional records as agreed upon by Subadviser and AEFC. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

Fidelity Bond and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate fidelity bond insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

(e)

AEFC’s Duties . AEFC shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. AEFC shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof.

3.	Documents Provided to Subadviser . AEFC has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, AEFC will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, from the Fund’s assets at the annual rates as a percentage of the Fund’s average daily net assets set forth in the attached Schedule A, which Schedule can be modified from time to time to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such month bears to the full month in which such effectiveness or termination occurs.

Liability of Subadviser . Subadviser agrees to perform faithfully the services required to be rendered to the Fund under this Agreement, but nothing herein contained shall make Subadviser or any of its officers, partners, or employees liable for any loss sustained by the Fund or its officers, directors, or shareholders, or any other person on account of the services which Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Subadviser against liability to the Fund or to any of its shareholders, to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect Subadviser from any liabilities which it may have under the 1933 Act or the 1940 Act.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment advisor under the Advisers Act of 1940 (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and will provide AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of AEFC, Subadviser shall permit AEFC, its employees, or its agents to examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser’s code of ethics.

(c)

Subadviser has provided AEFC with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and promptly will furnish a copy of all amendments to AEFC at least annually.

(d)

Subadviser will promptly notify AEFC of any changes in the controlling shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund or senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser.

(e)

7.	Representations of AEFC . AEFC represents and warrants as follows:

(a)

(b)

AEFC agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, AEFC, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “AEFC Indemnitees”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the AEFC Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to AEFC or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which AEFC may have under any securities laws.

(b)

or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of AEFC in the performance of any of its duties or obligations hereunder, (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to AEFC which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon written information furnished to AEFC or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by AEFC or the Fund.

(c)

After receipt by AEFC or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

10.

Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of any of Subadviser’s partners, officers, or employees who may also be a director, officer, or employee of the Fund 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, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual, or association.

11.

References to Subadviser . During the term of this Agreement, AEFC agrees to furnish to Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, which refer to Subadviser or its clients in any way, prior to use thereof and not to use such material if Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed upon) after receipt thereof. Sales literature may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Barrow, Hanley, Mewhinney & Strauss, Inc.

3232 McKinney Avenue, 15 ^th Floor

Dallas, TX 75204

Attn: Clare Burch

Fax: 214-665-1936

AEFC:

Vice President – Product Development and Research

American Express Financial Corporation

435 AXP Financial Center

Minneapolis, MN 55474

Fax: 612-671-7801

with a copy to:

H. Bernt von Ohlen

Vice President and Group Counsel

American Express Financial Advisors Inc.

50606 AXP Financial Center

Minneapolis, MN 55474

Fax: 612-671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

Assignment . No assignment (as defined in the 1940 Act) shall be made by AEFC or the Subadviser without the prior written consent of the Fund and the other party. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of AEFC or the Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

Governing Law . This Agreement shall be governed by the laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the State of Minnesota, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


AMERICAN EXPRESS FINANCIAL CORPORATION		BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.

By:	/s/ Paula R. Meyer	By:	/s/ James P. Barrow
	Signature		Signature

Name:	Paula R. Meyer	Name:	James P. Barrow
	Printed		Printed

	Senior Vice President and
Title:	General Manager-Mutual Funds	Title:	President, Secretary & Treasurer

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 13 ^th day of September, 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and BlackRock Financial Management, Inc., a Delaware corporation (“Subadviser”).

WHEREAS, the fund listed in Schedule A is a series of an investment company (the “Fund”) registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is October 22, 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine in its sole discretion from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1 (a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing or pursuing any claim or potential claim in any litigation or proceeding, including class action

1 | Page

securities litigation, affecting securities purchased, sold or held at any time by the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings or to investigate, initiate, supervise or monitor proceedings involving Fund assets, and Investment Manager acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder.

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent

2 | Page

Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable.

(B)

(C)

Subadviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Subadviser or its affiliates unless such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments.

(D)

Derivatives Authority . Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein, and is hereby appointed as the Fund’s agent and attorney in fact with authority to: (i) enter into agreements and execute any documents on behalf of the Fund (e.g. any futures or derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable) required with respect to any investments made for the Fund (such documentation includes but is not be limited to any market and/or industry standard documentation and the standard representations contained therein); (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iii) open, continue and terminate brokerage accounts and other brokerage arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the

3 | Page

Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Fund’s Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement.

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing; provided, that Subadviser shall not be responsible for Fund accounting, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice.

(v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

4 | Page

Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (v) from time to time such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. The Subadviser and the Investment Manager acknowledge that the Subadviser is not the compliance agent for the Fund or for the Investment Manager, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Subadviser has agreed to perform the services specified in this Section 1(b), the Subadviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon information and written instructions received from the Fund, the Investment Manager or the Fund’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement and applicable law based upon such books and records and such information and instructions provided by the Fund, the Investment Manager or the Fund’s administrator.

(c)

(d)

(e)

5 | Page

Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5 ) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties solely for trades executed for the Fund; (8) to futures commission merchants solely for trades executed or cleared for the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

Cooperation . As reasonably requested by each party hereto, each party will cooperate with, and provide assistance to, the other party as needed in order for such other party to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

(g)

Delegation. To the extent permitted by law, the Subadviser may from time to time employ or associate itself with such person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement other than the provision of advisory services to the Fund; provided, however, that the use of such persons does not relieve the Subadviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser separate from the Subadviser so as to require a new written contract pursuant to the 1940 Act. The Subadviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of those to whom it has delegated its obligations (Subadviser-Delegatee), and to the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to any Subadviser- Delegatee.

6 | Page

Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees, affiliates or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than, subject to Section 8(a), the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

Documents Provided to Subadviser . Investment Manager has delivered to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will deliver to it all future amendments and supplements, if any prior to the effectiveness of such amendments and supplements.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. For purposes of determining fees payable to the Subadviser, the value of the Fund’s average daily net assets allocated to Subadviser under this Agreement shall be computed at the times and in the manner specified in the Fund’s Prospectus or SAI as from time to time in effect. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement but shall not be obligated to pay any expenses of the Investment Manager or Fund, including without limitation, costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund, interest and taxes and custodian fees and expenses.

7 | Page

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the reasonable cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, or to investment style or management, (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

8 | Page

Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund (solely with respect to the assets of the Fund allocated to Subadviser) has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC.

9 | Page

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code or (4) of any material fact known to Investment Manager respecting or relating to Investment Manager that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Investment Manager contained therein that becomes untrue in any material respect.

(b)

(c)

10 | Page

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its affiliates, employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) arising out of or resulting from the services which Subadviser may render or fail to render under this Agreement except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable.

11 | Page

Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results directly in an error in the net asset value of the Fund. The federal securities laws impose liabilities in 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 Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate was grossly negligent or acted in bad faith or in a reckless manner instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. Subadviser shall have no responsibility for the management of any assets of the Fund which are not allocated to Subadviser and shall incur no liability for any losses which may result from the management of such other assets.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) arising out of or resulting from Investment Manager’s responsibilities for the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or neccessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

12 | Page

(c)

After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the written request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

13 | Page

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; (2) upon material breach by Investment Manager of any obligations, representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs l(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, directors, affiliates or employees 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, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates, officers, directors or employees may purchase or sell for themselves or for any other clients.

11.

References to Subadviser . The name “BlackRock” is the property of Subadviser for copyright and other purposes and, subject to the following provision, Investment Manager shall not use the name “BlackRock” or any of the other names of the Subadviser or its affiliates and any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Fund in any manner. Notwithstanding the foregoing, Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s)

14 | Page

and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein; provided, that Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

BlackRock Financial Management, Inc.

40 East 52 ^nd Street

New York, New York 10022

Attention: Office of the General Counsel

with a copy to:

BlackRock

1 University Square

Princeton, NJ 08540-6455

Attention: Rachel Ricci

Investment Manager:

Christopher Thompson

Senior Vice President and Head of Investment Products and Marketing

225 Franklin Street

Boston, Massachusetts 02110

Tel: (617) 385-9525

Fax: (617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

15 | Page

13.	Amendments . This Agreement may be amended by mutual written consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

16 | Page

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.


Columbia Management Investments Advisers, LLC		BlackRock Financial Management, Inc.

By:	/s/ Christopher Thompson	By:	/s/ Michael G. Salibe
	Signature		Signature

Name:	Christopher Thompson	Name:	Michael G. Salibe
	Printed		Printed

Title:	Senior Vice President and Head of Investment Products and Marketing	Title:	Managing Director

17 | Page

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

18 | Page

SUBADVISORY AGREEMENT

Agreement dated as of the 8 ^th day of April, 2010, by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”) and Columbia Wanger Asset Management, L.P., a Delaware limited liability company (“Subadviser”).

RECITALS

1.	The Funds (each and collectively the “Fund”) listed in Schedule A are each series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

2.	Investment Manager entered into an Investment Management Services Agreement with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.

3.	Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by the Investment Manager and the Fund’s Board of Directors (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold by the Fund, and what portion of such assets will be invested or held uninvested as cash.

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

(iv)

Records and Reports . Subadviser shall maintain such books and records required under the 1940 Act as shall be agreed upon from time to time by the parties hereto, shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request, and shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice.

(v)

Transaction Reports . Subadviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s assets and shall provide Investment Manager with such information upon Investment Manager’s request. Investment Manager or the Fund shall provide Subadviser prior written notice of at least 30 days of any proposed change of custodian.

(vi)

Page 2

Account, treated as a separate fund, to be out of compliance with the Fund’s investment objectives, policies and restrictions. Subadviser shall not consult with any other subadviser of a Fund concerning transactions for the Fund in securities or other assets.

(b)

Subadviser’s Partners, Officers, and Employees . Subadviser shall authorize and permit any of its partners, officers, and employees who may be elected as directors or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by Subadviser under this Agreement may be furnished through any such partners, officers, or employees.

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser shall maintain for the Fund the records required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act and any additional records as agreed upon by Subadviser and Investment Manager. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

Investment Manager Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio, management of Subadviser as provided in paragraph 1(a) hereof.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Page 3

6.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager is registered as an investment adviser pursuant to the Investment Advisers Act of 1940 (the “Advisers Act”) and under the laws of all states having jurisdiction over the activities to be performed hereunder, or is exempt from such registration, and shall maintain such registrations in good standing during the term hereof; and

(b)

Adviser, its directors, officers, partners, employees, agents and servants shall conduct all activities to be performed hereunder in compliance with the Advisers Act and the rules and regulations thereunder, and all other applicable laws and regulations of any body having jurisdiction over the activities to be performed hereunder.

7.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment advisor under the Advisers Act of 1940 (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Investment Manager of the occurrence of any event that would disqualify Subadviser from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(b)

Page 4

there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Investment Manager, Subadviser shall permit Investment Manager, its employees, or its agents to examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser’s code of ethics.

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and promptly will furnish a copy of all amendments to Investment Manager at least annually.

(d)

Subadviser will promptly notify Investment Manager of any changes in the controlling general partner or partners, in the key personnel who are either the portfolio manager(s) responsible for the Fund or senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser.

(e)

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, directors, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Investment Manager or the Fund as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund, Investment Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Investment Manager Indemnitees”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed

Page 5

that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

After receipt by Investment Manager or Subadviser, its affiliates, or any partner, officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified

Page 6

Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue in effect, with respect to a Fund, for a period of more than two years after the applicable Effective Date (as set forth on Schedule A) only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, or (ii) by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

10.

Page 7

11.

References to Subadviser . During the term of this Agreement, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, which refer to Subadviser or its clients in any way, prior to use thereof and not to use such material if Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed upon) after receipt thereof. Sales literature may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

12.	Notices . Any notice this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Columbia Wanger Asset Management, L.P.

227 West Monroe, Suite 3000

Chicago, IL 60606-5016

Attn: Joseph LaPalm, Chief Compliance Officer

Fax: 312-634-0267

with a copy to:

Columbia Wanger Asset Management, L.P.

227 West Monroe, Suite 3000

Chicago, IL 60606-5016

Attn: Bruce Lauer, Chief Operating Officer

Fax: 312-634-0267

Investment Manager:

Amy K. Johnson

Vice President, Operations and Compliance

Ameriprise Financial

1767 Ameriprise Financial Center

Minneapolis, MN 55474

Fax: (612) 671-7039

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

Page 8

14.

Assignment . No assignment (as defined in the 1940 Act) shall be made by Investment Manager without the prior written consent of the Fund and Investment Manager. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

Governing Law . This Agreement shall be governed by the laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof, or any applicable pr ovisions of the 1940 Act. To the extent that the laws of the State of Minnesota, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.	Miscellaneous . This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be deemed to be one and the same agreement.

Page 9

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.


RiverSource Investments, LLC		Columbia Wanger Asset Management, L.P.

By:	/s/ William F. Truscott	By:	/s/ Bruce H Lauer

Name:	William F. Truscott	Name:	Bruce H Lauer

	Printed		Printed

Title:	President and Chief Investment Officer	Title:	COO
	Printed		Printed

Page 10

SUBADVISORY AGREEMENT

[REDACTED DATA]

Page 11

SUBADVISORY AGREEMENT

Agreement made as of the 16 ^th day of July, 2007 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Denver Investment Advisors LLC, a Colorado limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

Aggregation of Trades . On occasions when Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of Subadviser, Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

Subadviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures, (b) Subadviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board has approved these types of transactions.

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records as are required based on the services provided by Subadviser pursuant to this Agreement under the 1940 Act and as are necessary for Subadviser to meet its record keeping obligations generally set forth under Section 31 of the 1940 Act and related rules thereunder, (b) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice.

(v)

Transaction Reports. Subadviser shall provide the Investment Manager a daily trade file with information relating to all transactions concerning the Fund’s assets and shall provide Investment Manager with such information upon Investment Manager’s request. The Subadviser shall affirm these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and the Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications with respect to Rule 38a-1 under the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser shall maintain for the Fund the records required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 3la-1 under the 1940 Act and any additional records as agreed upon by Subadviser and Investment Manager. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

(e)

affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Fund may not invest, together with ticker symbols for all such companies (Subadviser will assume that any company name not accompanied by a ticker symbol is not a publicly traded company), and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Liability of Subadviser . Subadviser agrees to perform faithfully the services required to be rendered to the Fund under this Agreement, but nothing herein contained shall make Subadviser or any of its officers, partners, or employees liable for any loss sustained by the Fund or its officers, directors, or shareholders, Investment Manager, or any other person on account of the services which Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Subadviser against liability to the Fund or to any of its shareholders, to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect Subadviser from any liabilities, which it may have under the Securities Act of 1933, as amended, (the “1933 Act”), the Investment Advisers Act of 1940, as amended, or the 1940 Act. Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 45 days) provided to Investment Manager.

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d)

Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or senior management of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

(e)

Subadviser shall not be required to obtain Investment Manager’s prior written consent to make factual statements regarding the fact that it serves as subadviser to the Fund on a representative client list, in required disclosures, or in responding to regulatory inquiries.

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser, provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

8.	Liability and Indemnification .

(a)

bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless the Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned the Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination .

(a)

(b)

notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to the Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs l(a)(iv)(a), 1(d), 1(e), 5, 8(a), 8(b), 8(c), 15, 17, and 18, shall survive such termination of the Agreement.

10.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Kris Herrick

Director of Value Research

Denver Investment Advisors LLC

1225 17 ^th Street, 26 ^th Floor

Denver, CO 80202

Tel: (303) 312-5000

Fax: (303) 312-4900

Investment Manager:

Amy K. Johnson

Vice President, Operations and Compliance

Ameriprise Financial

1767 Ameriprise Financial Center

Minneapolis, MN 55474

Fax: (612) 671-7039

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18.

19.	Headings. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


RIVERSOURCE INVESTMENTS, LLC		DENVER INVESTMENT ADVISORS LLC

By:	/s/ William F. Truscott	By:	/s/ Kris Herrick
	Signature		Signature

Name:	William F. Truscott	Name:	Kris Herrick
	Printed		Printed

Title:	President and Chief Investment Officer	Title:	Director of Value Research

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

This Amendment No. 1 (the “Amendment”), made and entered into as of Dec. 5, 2013, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Dimensional Fund Advisors LP, a Delaware limited partnership (“Subadviser”), dated September 23, 2011 (the “Agreement”).

WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to an additional mutual fund, Active Portfolios Multi-Manager Value Fund, and Subadviser is willing to render such investment advisory services; and

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto, to add, effective on or about December 11, 2013, Active Portfolios Multi-Manager Value Fund as a “Fund” covered by the Agreement.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

Inclusion of additional Fund . All references to the “Fund” in the Agreement shall be, and hereby are, changed to the “Fund(s),” and shall mean those “Fund(s)” identified on the amended Schedule A attached to this Amendment.

Schedule A . Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto.

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

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


Columbia Management Investment		Dimensional Fund Advisors LP
Advisers, LLC
		By Dimensional Holdings Inc., its General Partner

By:	/s/ Colin Moore	By:	/s/ Valerie Brown
	Signature		Signature

Name:	Colin Moore	Name:	Valerie Brown
	Printed		Printed

Title:	Global Chief Investment Officer	Title:	Vice President

AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

SCHEDULE A


Funds		Effective Date
Variable Portfolio-DFA International Value Fund, a series of Columbia Funds Variable Series Trust II		November 16, 2011
Active Portfolios Multi-Manager Value Fund, a series of Columbia Funds Series Trust II		December 11, 2013

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 23 ^rd day of September, 2011 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Dimensional Fund Advisors, L.P., a Delaware limited partnership (“Subadviser”).

WHEREAS, the funds listed in Schedule A (collectively referred to as the “Fund”) are each a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the Agreement will take effect, and services will first be provided by Subadviser, on November 16, 2011.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of the assets of the Fund or the portion of the Fund’s assets allocated to the Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1 (a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be

responsible to advise or act for the Fund in any legal proceedings, including bankruptcies or class action proceedings, related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

Investment Limits .

(A)

In the performance of its duties and obligations under this Agreement with respect to a Fund for which Subadviser is responsible for managing the entirety of the Fund’s portfolio assets, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s Prospectus and Statement of Additional Information (“SAI”); (b) written instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, Sections 851(b) (2) and (3) and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

(B)

In the performance of its duties and obligations under this Agreement with respect to a Fund for which Subadviser manages only an allocated portion of the Fund’s portfolio, Subadviser will only consider the portion of the Fund’s assets that the Subadviser manages with respect to (A) above. The Subadviser will coordinate with the Investment Manager to accomplish these objectives.

(iii)

Portfolio Transactions .

(A)

broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be equitable over time and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with the Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the Fund’s assets, or the allocated portion of the Fund’s assets for which Subadviser is responsible, and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s). As requested, the Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-l under the 1940 Act.

(c)

(d)

(e)

Confidentiality . Subadviser agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the confidentiality of the Portfolio Information. As used herein “Portfolio Information” means confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Subadviser will restrict access to the Portfolio Information to those employees of Subadviser who will use it only for the purpose of providing services under this Agreement or for other purposes not inconsistent with Subadviser’s fiduciary duties to the Fund. The foregoing shall not prevent Subadviser from disclosing Portfolio Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3) approved in writing by Investment Manager for disclosure, (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as Subadviser provides (to the extent permitted under applicable law) Investment Manager with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates of Subadviser that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide assistance to, Investment Manager or the Fund as reasonably needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder. Investment Manager agrees to cooperate with Subadviser as may be necessary for the Subadviser to perform its duties and responsibilities hereunder, including, as applicable, the provision of timely information to the Suabadviser regarding such matters as the composition of the assets of the Fund, cash requirements and cash available for investment, and all other reasonable information as may be necessary for the Subadviser to perform its duties and responsibilities hereunder.

(g)

Su pplemental Arrangements. The Subadviser may enter into arrangements with (i) its affiliated entities Dimensional Fund Advisors Ltd. and DFA Australia Limited, which are each registered as an investment adviser under the Investment

Advisers Act of 1940, for the purposes of facilitating the execution of certain trades, and making elections on certain corporate actions, in each case under the supervision of Subadviser, and (ii) with an unaffiliated third-party for the provision to Subadviser of certain administrative and middle office services; provided that the Subadviser shall be responsible for any acts or omissions of such affiliated or unaffiliated persons or parties to the extent Subadviser would have been responsible under this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes, excluding any changes that may be occasioned by the Subadviser’s providing notice of termination as provided under Section 9 of this Agreement, that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or has indicated that it is commencing an investigation into the Subadviser that the Subadviser reasonably believes may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part 2a, which as of the date of this Agreement is its Form ADV Part 2a as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d)

Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, the Fund’s portfolio manager(s) listed in the Fund’s registration statement or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control of Subadviser.

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or has indicated that it is commencing an investigation into the Investment Manager that the Investment Manager reasonably believes is likely to result in either of subclause (1) or (2) above; (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code; or (4) of any material fact known to Investment Manager respecting or relating to the Investment Manager or the Fund that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to the Investment Manager or the Fund contained therein that becomes untrue in any material respect.

(b)

written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund on a representative client list, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) an adjudication, order, or other determination issued by a court or regulatory agency of competent jurisdiction finding that the Subadviser has violated federal or state statutes or regulations; provided that in no event shall Subadviser be liable for consequential, incidental, special, exemplary, indirect or punitive damage. The Subadviser, and its directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Investment Manager or its agents which is believed in good faith to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to that extent that such losses arise out of the willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser or its affiliates, which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that such loss or damage results from the willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser or its affiliates in instructing such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) an adjudication, order, or other determination issued by a court or regulatory agency of competent jurisdiction finding that the Investment Manager or the Fund has violated federal or state statutes or regulations; provided that in no event shall Investment Manager or the Fund be liable for consequential, incidental, special, exemplary, indirect or punitive damage.

(c)

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs l(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

References to Subadviser and Use of Name . Subadviser authorizes Investment Manager during the term of this Agreement, the use of Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein and/or for promoting the Fund. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. Subadviser hereby consents to the use of the name “DFA” in the name of the Variable Portfolio-DFA International Value Fund (“VP Fund”) and use of Subadviser’s name in the VP Fund’s disclosure documents, and to the extent required, necessary or advisable, in shareholder communications; provided however, Subadviser may withdraw authorization for the use of its name in relation to the VP Fund upon 30 days’ written notice if Subadviser is no longer the sole sub-advisor to the VP Fund. Upon termination of this Agreement or withdrawal of any such approval, the parties and the VP Fund shall immediately forthwith cease to use the name or any trade name, trademark, trade device, service mark, or symbol, or any abbreviation, contraction, or simulation thereof, of any other party except to the extent that continued use is required by applicable laws, rules, and regulations.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

6300 Bee Cave Road

Building One

Austin, TX 78746

Attn: General Counsel

Fax:

with a copy to:

Tel:

Fax:

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110

Tel: (617) 385-9525

Fax: (617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


Columbia Management Investments		Dimensional Fund Advisors L.P.
Advisers, LLC		By Dimensional Holdings Inc., its General Partner

By:	/s/ Christopher Thompson	By:	/s/ Valerie Brown
	Signature		Signature

Name:	Christopher Thompson	Name:	Valerie Brown
	Printed		Printed

Title:	SVP	Title:	Vice President

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 12 ^th day of March, 2004, by and between American Express Financial Corporation, a Delaware corporation (“AEFC”), and Donald Smith & Co., Inc., a Delaware corporation (“Subadviser”)

WHEREAS each Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS AEFC has entered into an Investment Management Services Agreement (the “Advisory Agreement”) with each Fund pursuant to which AEFC provides investment advisory services to the Fund; and

WHEREAS AEFC and each Fund desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services;

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

(iv)

(v)

(b)

Subadviser’s Directors, Officers, and Employees . Subadviser shall authorize and permit any of its directors, officers, and employees who may be elected as directors or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by Subadviser under this Agreement may be furnished through any such partners, officers, or employees.

(c)

(d)

(e)

3.	Documents Provided to Subadviser . AEFC has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment advisor under the Advisers Act of 1940 (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of AEFC, Subadviser shall permit AEFC, its employees, or its agents to examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser’s code of ethics.

(c)

(d)

(e)

7.	Representations of AEFC . AEFC represents and warrants as follows:

(a)

(b)

8.	Liability and Indemnification .

(a)

(b)

reckless disregard, or gross negligence of AEFC in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to AEFC which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon written information furnished to AEFC or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by AEFC or the Fund.

(c)

9.	Duration and Termination .

(a)

Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

10.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or

to another address as either party may designate in writing to the other.

Subadviser:

Donald Smith & Co., Inc.

East 80 Route 4, Suite 360

Paramus, NJ 07652

Attn: Donald G. Smith and/or Richard L. Greenberg

Fax: 201-368-0588

with a copy to:

Donald G. Smith

Chief Investment Officer

East 80 Route 4, Suite 360

Paramus, NJ 07652

AEFC:

Vice President – Product Development and Research

American Express Financial Corporation

435 AXP Financial Center

Minneapolis, MN 55474

Fax: 612-671-7801

with a copy to:

H. Bernt von Ohlen

Vice President and Group Counsel

American Express Financial Advisors Inc.

50606 AXP Financial Center

Minneapolis, MN 55474

Fax: 612-671-3767

13.	Amendments This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.	Governing Law . This Agreement shall be governed by the laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof, or any Minnesota, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


AMERICAN EXPRESS FINANCIAL CORPORATION		DONALD SMITH & CO., INC.

By:	/s/ Paula R. Meyer	By:	/s/ Donald Smith
	Signature		Signature

Name:	Paula R. Meyer	Name:	Donald Smith
	Printed		Printed

	Senior Vice President and
Title:	General Manager-Mutual Funds	Title:	President

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule.

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Eaton Vance Management, a Massachusetts business trust (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

(v)

(b)

Compliance Program and Ongoing Certification(s). As reasonably requested by Investment Manager, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a mutually agreed upon format, and shall (a) certify that to the best of Subadviser’s knowledge such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide in a mutually agreed upon format (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager; (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program; and (iv)

from time to time Subadviser shall provide such sub-certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . Each party agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the confidentiality of information supplied by the other party that is not otherwise in the public domain or previously known to the other party in connection with the performance of its duties and obligations hereunder, including the Confidential Information. As used herein “Confidential Information” means confidential and proprietary information of the Fund, Subadviser or Investment Manager that is received by one of the other parties in connection with this Agreement, including information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Except as set forth in this Agreement or otherwise required by law, each party will restrict access to the Confidential Information to those employees who will use it only for the purpose for which such Confidential Information was provided to the party. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act of its own; (2) that is rightfully received from a third party without obligation of confidentiality; (3) approved in writing by the other party for disclosure; (4) that is disclosed in the course of a regulatory examination; or (5) that is required to be disclosed pursuant to a requirement of a governmental agency, court order or law so long as the disclosing party provides (to the extent permitted under applicable law) the other party with prompt written notice of such

requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided (6) on an aggregate basis without specific attribution to the Fund; (7) to affiliates of Subadviser that have a reason to know such information; (8) to the custodian of the Fund; (9) to brokers and dealers that are counterparties for trades for the Fund; (10) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (11) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Confidential Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.

(f)

Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Subadviser as it relates to transactions for the Fund. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets set forth in the attached Schedule A, which Schedule can be modified from time to time upon mutual written agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund. In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this

Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet in all material respects for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser and such censure relates to the Fund, may reasonably affect Subadviser’s management of the Fund or if such censure relates to one or more other registered investment companies managed or subadvised by Subadviser, such censure may reasonably affect Subadviser’s management of the such other registered investment companies; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that Subadviser believes reasonably may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any material statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager in a mutually agreed upon format that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, Subadviser shall make reasonable efforts to provide such revised code together with an explanation of such amendments promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and thereafter will furnish a copy of its Form ADV II to Investment Manager on an annual basis.

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement. Shareholders of the Fund have approved this Agreement or are not required to do so under applicable law.

(f)

Investment Manager acknowledges that Subadviser’s Bank Loan Department (“Department”) operates as a “private shop” and may from time to time receive material non-public information concerning the borrowers whose bank debt the Department’s advisory clients hold. The Department is subject to an ethical wall, which is intended to allow for the ongoing receipt of such material non-public information and preserve the Department’s operation as a “private shop”.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) and any of the officers, partners, employees,

consultants, agents or assignees shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that, subject to the provisions contained herein, nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 10; or (iii) any violation of federal or state statutes or regulations by Subadviser; provided, however, that the Fund and Investment Manager Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation sustained as a result of willful misfeasance, bad faith, gross negligence, or reckless disregard by the Fund, Investment Manager, or their respective affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act), of their duties under this Agreement or the Advisory Agreement, or violation of applicable law. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results in an error in the net asset value of the Fund. For the avoidance of doubt, Investment Manager acknowledges that Subadviser does not provide the Fund or the Investment Manager with any valuation or pricing information regarding the investments of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any

rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund; provided, however, that the Subadviser and Subadviser Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation sustained as a result of willful misfeasance, bad faith, gross negligence, or reckless disregard by the Subadviser or its affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act), of their duties under this Agreement or violation of applicable law.

(c)

After receipt by Investment Manager or Subadviser, their affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(d)

The Fund and the Investment Manager are hereby expressly put on notice that Subadviser is a Massachusetts business trust formed under a declaration of trust. All persons dealing with Subadviser must look solely to the property of Subadviser for satisfaction of claims of any nature against Subadviser, as neither the trustees, officers, employees nor shareholders of Subadviser assume any personal liability in connection with its business or for obligations entered into on its behalf.

9.	Duration and Termination .

(a)

Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act), except as otherwise provided by any rule of, or action by, the SEC, or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(e), 8(a), 8(b), 8(c), 8(d), 17, 19, 20 and 22 shall survive such termination of the Agreement.

10.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAIs, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. Any reference to the Subadviser or description of Subadviser or its services in such literature shall be consistent with the information contained in the Fund’s then current registration statement filed with the SEC. In the event that this Agreement shall be terminated for any reason, and in the event a new or successor Agreement with Subadviser is not concluded, Investment Manager understands that it must immediately take all steps necessary to delete the name “Eaton Vance” from the Fund’s name and any other reference in all materials (including Investment Manager’s website) and cease any and all use of the name “Eaton Vance.”

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Eaton Vance Management

Two International Place

Boston, MA 02110

Attn: Legal Department

with a copy to:

Eaton Vance Management

Two International Place

Boston, MA 02110

Attn: Sean Kelly

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.

Market Timing . The Investment Manager hereby certifies that the Fund has policies and procedures reasonably designed to detect and deter disruptive trading practices in the Fund, including “market timing”. The Subadviser agrees, upon reasonable request from the Investment Manager, reasonably to assist the Investment Manager to detect and deter disruptive trading practices in the Fund.

14.	Sales Data . In performance of its duties and obligations under this Agreement, the Investment Manager shall not share sales data for the Fund with the Subadviser.

15.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

16.

17.

18.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

19.

20.

21.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

22.

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.


RiverSource Investments, LLC		Eaton Vance Management

By:	/s/ Patrick T. Bannigan	By:	/s/ Maureen A. Genima
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	Maureen A. Genima
	Printed		Printed

Title:	Senior Vice President – Asset	Title:	Vice President
	Management, Products and Marketing

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 16 ^th day of January, 2013 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Holland Capital Management LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is March 25, 2013.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

1 | Page

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such brokers or dealers, (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of brokers or dealers, who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

2 | Page

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

(b)

3 | Page

appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

4 | Page

disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; and (8) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

5 | Page

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

6 | Page

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

7 | Page

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

8 | Page

Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

9 | Page

Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in 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 Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

10 | Page

indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

11 | Page

9.	Duration and Termination.

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

12 | Page

from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Monica L. Walker

President & CEO

Holland Capital Management LLC

303 W. Madison, Suite 700

Chicago, IL 60606

Tel: 312-553-4857

Fax: 312-553-4848

with a copy to:

Susan M. Chamberlain

Chief Compliance Officer

Holland Capital Management LLC

303 W. Madison, Suite 700

Chicago, IL 60606

Tel: 312-553-4844

Fax: 312-553-4848

13 | Page

Investment Manager:

Christopher Thompson

Senior Vice President – Head of Intermediary Distribution, Marketing and

Products

225 Franklin Street

Boston, Massachusetts 02110

Tel: (617) 385-9525

Fax: (617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

14 | Page

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

15 | Page

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.


Columbia Management Investment Advisers, LLC		Holland Capital Management, LLC

By:	/s/ Christopher Thompson	By:	/s/ Monica L. Walker
	Signature		Signature

Name:	Christopher Thompson	Name:	Monica L. Walker
	Printed		Printed

Title:	Senior Vice President-Head of Intermediary Distribution, Marketing and Products	Title:	President & CEO

16 | Page

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

17 | Page

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Invesco Advisers, Inc., a Delaware corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(iv)

(v)

(b)

Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Investment Manager and the Fund each understand, acknowledge, and agree that the Fund is managed by Subadviser using investment models which are used by Subadviser and its affiliates to manage other accounts (specifically including, but not limited to, other registered investment companies), that such other accounts may have portfolio holdings that are substantially similar or identical to those of the Fund, and that the use of portfolio holdings information related to such other accounts is not subject to the restrictions of this Agreement or the Fund’s policies and procedures related to the disclosure of portfolio holdings. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 16, 18, 19 and 21 shall survive such termination of the Agreement.

10.

obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. In the event that this Agreement shall be terminated for any reason, and in the event a new or successor Agreement with Subadviser is not concluded, Investment Manager understands that it must immediately take all steps necessary to delete the name “Invesco” from the Fund’s name and any other reference in all materials (including Investment Manager’s website) and cease any and all use of the name “Invesco.”

12.

Delegation. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, and with written notice to Investment Manager, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “investment adviser” to the Fund within the meaning of the 1940 Act. Subadviser shall remain liable to Investment Manager for the performance of Subadviser’s obligations hereunder and for the acts and omissions of such other affiliated or unaffiliated person(s), and Investment Manager shall not be responsible for any fees that any such person(s) may charge to Subadviser for such services.

13.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Invesco Advisers, Inc.

c/o Invesco Aim Management Group, Inc.

11 Greenway Plaza, Suite 100

Houston, Texas 77046

Attention: General Counsel

Fax: 713 993-9185

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

14.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

15.

16.

17.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

18.

19.

20.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

21.

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.


RiverSource Investments, LLC		Invesco Advisers, Inc.

By:	/s/ Patrick T. Bannigan	By:	/s/ P. Michelle Grace
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	P. Michelle Grace
	Printed		Printed

Title:	Senior Vice President – Asset Management, Products and Marketing	Title:	Vice President

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and JPMorgan Investment Management Inc., a Delaware corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

Investment Decisions . Subadviser, in its sole discretion and without prior consultation with the Investment Manager, shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-l(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the Subadviser’s proxy voting policies. Subadviser will not be responsible for filing claims in class action settlements or bankruptcies related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy, as provided to Investment Manager; conform with federal securities laws; and be consistent with seeking the best overall terms available. In assessing the best overall terms available for any transaction, the Subadviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker, dealer or futures commission merchant and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selection a broker, dealer or futures commission merchant to execute a particular transaction the Subadviser may consider the research, investment information, and other services provided by brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek overall terms available, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it or its affiliates have investment discretion.

(B)

Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in writing, and (c) shall meet with the Investment Manager, the Board or any consultant to the Investment Manager or the Board at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

(b)

time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager and agreed to by the Subadviser, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager and agreed to by the Subadviser, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager and agreed to by the Subadviser, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager and agreed to by the Subadviser. In addition, Subadviser will annually provide a written assessment of the adequacy and effectiveness of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to assist the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act and which Investment Manager has agreed to maintain under the Fund’s Advisory Agreement. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

(e)

Confidentiality . (i) Subadviser agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the confidentiality of the Portfolio Information. As used herein “Portfolio Information” means confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under

the terms of this Agreement. Subadviser will restrict access to the Portfolio Information to those employees of Subadviser who will use it only for the purpose of providing the Subadviser’s services. The foregoing shall not prevent Subadviser from disclosing Portfolio Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3) approved in writing by Investment Manager for disclosure, (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as Subadviser provides (to the extent permitted under applicable law) Investment Manager with prompt written notice of such requirement, if possible, prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates of Subadviser that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties for so long as this Agreement is in effect.

Investment Manager agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the confidentiality of the information provided by Subadviser regarding its business and operations (“Confidential Information”) Investment Manager will restrict access to the Confidential Information to those employees of Investment Manager who will use it only for the purpose of performing the services and transactions contemplated by this Agreement. The foregoing shall not prevent Investment Manager from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3) approved in writing by Subadviser for disclosure, (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as Subadviser provides (to the extent permitted under applicable law) Investment Manager with prompt written notice of such requirement, if possible, prior to any such disclosure; and (6) to affiliates of Investment Manager that have a reason to know such information.

(f)

Confidential Treatment. It is understood that any information or recommendation supplied by, or produced by, the Subadviser in connection with the performance of its obligations hereunder is to be regarded by the Fund and the Investment

Manager as confidential and for use only by the Investment Manager and the Fund. Furthermore, any list of securities held by the Fund and identified as the Fund’s securities may be disclosed as permitted under the Fund’s policies and procedures, as required by law (including, but not limited to semi-annual, annual or other filings made under the 1940 Act) or as agreed to by the Investment Manager and the Subadviser in writing.

(g)

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all informative that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; (vii) will promptly notify Investment Manager (1) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (2) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect; and (viii) will, without unreasonable delay, notify the Investment Manager at the same time it notifies its other investment management clients (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions.

(b)

procedures reasonably designed to prevent Subadviser’s access persons (as defined in the 1940 Act) from violating Subadviser’s code of ethics. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund on a representative client list, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in paragraph 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable provided, however, that, subject to the standard of care set forth in this Section 8, Subadviser shall be liable for any loss incurred by the Fund to the extent such losses directly result from any act or omission directly attributable to Subadviser which results in an error in the net asset value of the Fund. For the avoidance of doubt, Investment Manager acknowledges that Subadviser does not provide the Fund or the Investment Manager with any valuation or pricing information regarding the investments of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. The Investment Manager understands that investment decisions made for the Fund by Subadviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

(b)

material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, or sales literature pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of applicable federal or state statutes or regulations by Investment Manager or the Fund.

(c)

(d)

Neither the Investment Manager nor the Subadviser shall be liable for special, consequential or indirect damages.

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs l(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 8(d), 16, 18, 19, and 21 shall survive such termination of the Agreement.

10.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, a non-exclusive, non-assignable, non-sublicensable royalty free right to use Subadviser’s name and registered and unregistered trademarks, service marks and logos in the name of the Fund, on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. Upon termination of this Agreement, the Investment Manager shall forthwith cease to use Subadviser’s name in the name of the Fund and otherwise cease to use Subadviser’s name, trademarks, service marks or logos as appropriate and to the extent that continued use is not required by applicable rules and regulations.

12.

Delegation of Non-Investment Advisory Service to third parties. Subadviser may employ an affiliate or a third party to perform any accounting, administrative, reporting and ancillary services required to enable Subadviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, Subadviser may provide information about the Fund to any such affiliate or other third party for the purpose of providing the services contemplated under this clause. Subadviser will act in good faith in the selection, use and monitoring of affiliates and other third parties, and any delegation or appointment hereunder shall not relieve Subadviser of any of its obligations under this Agreement and Subadviser shall remain liable to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or its affiliates or a third-party.

13.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

J.P. Morgan Investment Management Inc.

570 Washington Boulevard, Floor 6

Jersey City, New Jersey 07310-1617

Attention: Danielle Azua

Tel: 201-595-1239

Fax:

with a copy to:

J. P. Morgan Investment Management Inc.

245 Park Avenue

New York, N.Y. 101657

Attention: Funds Legal

Tel: 212-648-2086

Fax: 212-648-1978

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

14.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

15.

16.

17.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

18.

19.

20.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

21.

[Remainder of Page Intentionally Left Blank]

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.


RiverSource Investments, LLC		J.P. Morgan Investment Management Inc.

By:	/s/ Patrick T. Bannigan	By:	/s/ Danielle K. Azua
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	Danielle K. Azua
	Printed		Printed

Title:	Senior Vice President – Asset Management, Products and Marketing	Title:	Vice President

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Jennison Associates LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(iv)

(v)

(b)

(the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Subadviser that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the effective date of this Agreement (as defined in the Recitals), a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials related to Subadviser’s reporting obligations to the Board, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the reasonable cost incurred by non-employees of the Investment Manager or the Fund or their affiliates of generating a prospectus supplement, limited to preparation, filing, printing, and distribution (including mailing) of the supplement, but only in the event that the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel managing the Fund, to investment style or management ( ^“ Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating an annual update of the prospectus or a supplement for other purposes ; provided that Subadviser shall reimburse Investment Manager for reasonable expenses for Changes but only to the extent these expenses do not exceed, in the aggregate over a 12-month rolling period, 1/12 (one-twelfth) of the annual compensation that Subadviser receives over that same 12-month rolling period (defined as the 12-month period immediately preceding the occurrence of the Change, excluding the month in which the Change occurs or, in the event that 12 months have not elapsed since the effective date of the Agreement, then the projected amount of such fees for a 12-month period based on the fee schedule at the time applied to the monthly average assets during the period from the effective date of the Agreement to the date of the supplement announcing the Change multiplied by the number of months (or portion thereof) needed to complete 12 months). In the event two or more subadvisers, if applicable, each require a supplement

simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund. For purposes of the above provision, Investment Manager shall provide Subadviser with invoices and supporting documentation showing in detail the expenses, such that a reasonable person can conclude that they are attributable to implementing the Changes. Subadviser shall have 30 calendar days after receipt of an invoice to challenge a particular invoice (or its supporting documentation) and if such invoice remains disputed at the expiration of such 30-day period, Subadviser shall not be responsible for paying such expense until the matter is finally resolved to both parties’ reasonable satisfaction. If an invoice (or part of it) is not challenged by Subadviser within 30 calendar days after its receipt, such invoice (or part of it) shall be deemed final and the unchallenged part of the amount requested in such invoice will become due and payable by Subadviser within 10 business days after becoming final.

In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies. In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party (including market data service providers) with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to

the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs l(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. In the event that this Agreement shall be terminated for any reason, and in the event a new or successor Agreement with Subadviser is not concluded, Investment Manager understands that it must immediately take all steps necessary to delete the name “Jennison” from the Fund’s name and any other reference in all materials (including Investment Manager’s website) and cease any and all use of the name “Jennison.”

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Jennison Associates LLC

466 Lexington Avenue

New York, New York 10017

Attention: Mehdi A. Mahmud, Vice Chairman and Managing Director

Facsimile: (212) 661-3189

with a copy to (at the address set forth above):

Attention: Legal Department

Facsimile: (212) 682-9831

E-mail: legaldepartment@jennison.com

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


RiverSource Investments, LLC		Jennison Associates LLC

By:	/s/ Patrick T. Bannigan	By:	/s/ Mehdi Mahmud
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	Mehdi Mahmud
	Printed		Printed

Title:	Senior Vice President – Asset Management, Products and Marketing	Title:	Managing Director

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 15 ^th day of January, 2014 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is March 21, 2014.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1 (a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

1 | Page

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable.

2 | Page

(B)

Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

(b)

3 | Page

management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

4 | Page

Investment Manager (which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

5 | Page

management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

6 | Page

provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

7 | Page

applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

(d)

8 | Page

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

(e)

The Board has approved the appointment of Subadviser pursuant to this Agreement.

9 | Page

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in 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 Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any

10 | Page

other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

11 | Page

The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

12 | Page

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

12.

Notices . Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (“Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication:

In the case of Subadviser:

Loomis, Sayles & Company, L.P.

One Financial Center

Boston, Massachusetts 02111

ATTN: Lauren B. Pitalis

Vice President

T: 617-346-9894

F: 617-542-6389

13 | Page

with a copies to:

Loomis, Sayles & Company, L.P.

One Financial Center

Boston, Massachusetts 02111

ATTN: General Counsel

T: 800-343-2029

F: 617-482-0653

In the case of Investment Manager:

Paul Mikelson

Vice President, Subadvised Strategies

435 Ameriprise Financial Center

Routing H13/435

Minneapolis, MN 55474

Tel: (612) 671-4452

Fax: (612) 671-0618

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (“Business Day”) prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.

Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14 | Page

14.

Assignment . No assignment (as defined in the Investment Company Act of 1940, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

15 | Page

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.


Columbia Management Investment Advisers, LLC		Loomis, Sayles & Company, L. P.

By:	/s/ Colin Moore	By:	/s/ Lauren B. Pitalis
	Signature		Signature

Name:	Colin Moore	Name:	Lauren B. Pitalis
	Printed		Printed

Title:	Global Chief Investment Officer	Title:	Vice President

16 | Page

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

17 | Page

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and London Company of Virginia, a Virginia corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy, as provided to Investment Manager; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(iv)

(v)

(b)

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act and which Investment Manager has agreed to maintain under the Fund’s Advisory Agreement. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

(e)

reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties for so long as this Agreement is in effect.

(f)

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that (1) there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation and (2) it has adopted procedures reasonably designed to prevent Subadviser’s access persons (as defined in the 1940 Act) from violating Subadviser’s code of ethics. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

THE LONDON COMPANY

1801 BAYBERRY COURT, SUITE 301

RICHMOND, VA 23226-3771

Stephen Goddard

President

804-775-0317

804-649-9447 (fax)

sgoddard@tlcadvisory.com

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612)671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


RiverSource Investments, LLC		London Company of Virginia

By:	/s/ Patrick T. Bannigan	By:	/s/ Stephen M. Goddard
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	Stephen M. Goddard
	Printed		Printed

Title:	Senior Vice President – Asset Management, Products and Marketing	Title:	President

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Massachusetts Financial Services Company, a Delaware corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of RiverSource Variable Series Trust, an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

securities or futures contracts to be sold or purchased in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required based on the services provided by the Subadviser pursuant to this Agreement under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

(b)

Compliance Program and Ongoing Certification(s). As reasonably requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that, to the best of the Subadviser’s knowledge, such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by

Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates of Subadviser that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

Subadviser is not the compliance agent for the Fund or the Investment Manager, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. However, to the extent the Subadviser has agreed to perform the services specified in this Agreement, the Subadviser shall perform compliance testing based upon its books and records with respect to the Fund, which comprise a portion of the Fund’s books and records, and upon information and written instructions received from the Fund and/or the Investment Manager.

Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any. Manager shall provide Subadviser with reasonable advance notice of (i) any change to a Fund’s investment objectives, policies and/or restrictions, and (ii) any change to the Fund’s compliance policies and procedures that are reasonably likely to affect the management of the Fund or that otherwise relate to the Subadviser’s duties hereunder.

or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. The Investment Manager agrees to provide a detailed invoice of such expenses not later than six months after the expenses are incurred, and the Subadviser shall pay the amounts within 60 days of receipt of such invoice from the Investment Manager. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement, and the compensation to be paid by the Investment Manager to the Subadviser for the services provided hereunder has been disclosed by the Investment Manager to the Fund’s Board.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund unless the Subadviser has been directed by the Investment Manager or the Fund to take such action or omission. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any

broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees ”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Subadviser may have under any securities laws.

(c)

served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. In the event that this Agreement shall be terminated for any reason, and in the event a new or successor Agreement with Subadviser is not concluded, Investment Manager understands that it must immediately take all steps necessary to delete the name “MFS” from the Fund’s name and any other reference in all materials (including Investment Manager’s website) and cease any and all use of the name “MFS.”

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Massachusetts Financial Services Company

500 Boylston Street

Boston, MA 02116 Attn: President

with a copy to:

Susan S. Newton

Legal Department – 20 ^th Floor

Massachusetts Financial Services Company

500 Boylston Street

Boston, MA 02116

Tel: (617) 954-5182

Fax: (617) 954-7812

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


RiverSource Investments, LLC		Massachusetts Financial Services Company

By:	/s/ Patrick T. Bannigan	By:	/s/ Robert J. Manning
	Signature		Signature

Name:	Patrick T. Bannigan Printed	Name:	Robert J. Manning Printed

Title:	Senior Vice President – Asset Management, Products and Marketing	Title:	Chief Executive Officer and Chief Investment Officer

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement (the “Agreement”) made as of the 15 ^th day of September, 2011 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Mondrian Investment Partners Limited, a limited company organized under the laws of England and Wales (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, all references to the “Fund” in the Agreement shall be, and hereby are, references to the “Fund(s),” and shall mean those “Fund(s)” identified on Schedule A (as amended from time to time).

WHEREAS, the services provided on behalf of the Subadviser pursuant to this Agreement to be effective on September 15, 2011.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Board of Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and SAI, or approved by the Board; conform with federal securities laws; and be consistent with seeking best execution. Within the framework of this policy, Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, the Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that the Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

Aggregation of Trades . On occasions when Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of Subadviser, Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

Subadviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures, (b) Subadviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board has approved these types of transactions.

(iv)

(v)

Transaction Reports. Subadviser shall provide the Investment Manager a daily trade file with information relating to all transactions concerning the Fund’s assets and shall provide Investment Manager with such information upon Investment Manager’s request. The Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(vi)

Management of Funds with Multiple Subadvisers . Subadviser’s responsibilities for providing services to a Fund shall be limited to the portion of the Fund’s assets allocated to Subadviser (“Subadviser Account”). Subadviser shall not, without the prior approval of Investment Manager, effect any transactions that would cause the Subadviser Account, treated as a separate fund, to be out of compliance with the Fund’s investment objectives, policies and restrictions. Subadviser shall not consult with any other subadviser of a Fund concerning transactions for the Fund in securities or other assets.

(b)

(c)

(d)

(e)

Confidentiality . Subadviser agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the confidentiality of the Portfolio Information. As used herein “Portfolio Information” means confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Subadviser will restrict access to the Portfolio Information to those employees of Subadviser who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent Subadviser from disclosing Portfolio Information that is (1) publicly known or becomes publicly known through no unauthorized act, (2) rightfully received from a third party without obligation of confidentiality, (3) approved in writing by Investment Manager for disclosure, (4) disclosed in the course of a routine regulatory examination, or (5) required to be disclosed pursuant to a requirement of a governmental agency or law so long as Subadviser provides (to the extent permitted under applicable law) Investment Manager with prompt written notice of such requirement prior to any such disclosure; however, the Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates of the Subadviser that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to the Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of the Subadviser, the Subadviser may disclose such investments without direct reference to the Fund.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

4.	Compensation and Expenses of Subadviser .

(a)

For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other assets (including brokerage commissions, if any) purchased for the Fund.

(b)

Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the third party external (but not in-house to the Fund or Investment Manager or their affiliates) reasonable cost of generating a prospectus supplement or other regulatory documents or amendments thereto, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, or other document, if the Subadviser makes any changes that require immediate disclosure in such prospectus or other document that may be caused by changes to Subadviser’s structure or ownership, to investment personnel, to its investment style, guidelines or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes, up to an aggregate maximum amount per Change event for the Funds identified on Schedule A of (i) $15,000 in the event the combined assets of the Funds managed by the Subadviser are equal to or less than $300 million and (ii) $30,000 in the event the combined assets of the Funds managed by the Subadviser are greater than $300 million. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing

and mailing) of a combined supplement relating to the Changes will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under separate agreements with the Fund are borne by the applicable Fund.

In the event that there is a proposed change in control of Subadviser that would terminate this Agreement, if a vote of the Board or shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, and at the time of notification to the Fund or Investment Manager by the Subadviser of such change in control, the Fund is not holding a Board meeting or generating a solicitation of shareholders for other purposes, Subadviser agrees to assume all third party external (but not in-house to the Fund or Investment Manager or their affiliates) reasonable costs associated with soliciting the Board or shareholders of the appropriate Fund(s), to approve continuation of this Agreement, up to an aggregate maximum amount per change in control for the Funds identified in Schedule A of (i) $15,000 in the event the combined assets of the Funds managed by the Subadviser are equal to or less than $300 million and (ii) $30,000 in the event the combined assets of the Funds managed by the Subadviser are greater than $300 million. Such expenses include the reasonable costs of holding an additional Board meeting or the preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under the Manager-of-Managers’ Exemptive Order with respect to the appointment of subadvisers absent shareholder approval, and at the time of notification to the Fund or Investment Manager by the Subadviser of such change in control, the Fund is not generating an information statement for other purposes, Subadviser agrees to assume all third party external (but not in-house to the Fund or Investment Manager or their affiliates) reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement, up to an aggregate maximum amount per change in control for the Funds identified in Schedule A of (i) $15,000 in the event the combined assets of the Funds managed by the Subadviser are equal to or less than $300 million and (ii) $30,000 in the event the combined assets of the Fund managed by the Subadviser are greater than $300 million.

person on account of the services which Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Subadviser against liability to the Fund or to any of its shareholders, to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect Subadviser from any liabilities, which it may have under the Securities Act of 1933, as amended, (the “1933 Act”), the Investment Advisers Act of 1940, as amended, or the 1940 Act. Notwithstanding the foregoing, neither the Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom the Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that the Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

(d)

(e)

Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager; provided that Subadviser shall not be required to obtain Investment Manager’s prior written consent to make factual statements regarding the fact that it serves as subadviser to the Fund on a representative client list, in responding to requests for information, in required disclosures, or in responding to regulatory inquiries.

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

(b)

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws.

(b)

Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless the Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned the Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue in effect, with respect to a Fund, for a period of more than two years after the applicable Effective Date of the Agreement (as set forth on Schedule A for each Fund) only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days ^’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

10.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein, provided that such website(s) and materials present clearly identify the Investment Manager as the investment adviser of the applicable Fund and provided further that the Investment Manager’s name/trademark/service mark/logo is more prominent than the Subadviser’s name/trademark/service mark/logo. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing ten (10) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Mondrian Investment Partners Limited

Fifth Floor, 10 Gresham Street

London EC2V 7JD

United Kingdom

Attn.: Chief Executive Officer

Tel: +44 20 7477 7000

Fax: +44 20 7776 8511

with a copy to:

Mondrian Investment Partners (U.S.), Inc.

Two Commerce Square

2001 Market Street, Suite 3810

Philadelphia, PA 19103

Attn.: President

Tel.: 215-825-4500

Fax.: 215-561-4100

Investment Manager:

Christopher Thompson

Senior Vice President - Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110

Tel: 617-385-9525

Fax: 617-385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC		MONDRIAN INVESTMENT PARTNERS LIMITED

By:	/s/ Christopher Thompson Signature	By:	/s/ David G. Tilles Signature

Name:	Christopher Thompson Printed	Name:	David G. Tilles Printed

Title:	Senior Vice President and Head of Products and Marketing	Title:	Executive Chairman

SCHEDULE A

TO SUBADVISORY AGREEMENT

Funds

Columbia Multi-Advisor International Value Fund, effective as of June 11, 2008

Variable Portfolio - Mondrian International Small Cap Fund, effective as of May 10, 2010

Compensation pursuant to Paragraph 4 of Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Morgan Stanley Investment Management, Inc, a Maryland corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(iv)

(v)

Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the Fund’s assets and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

(c)

(d)

(e)

and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; or (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Upon the request of the Investment Manager, Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement to existing shareholders, only if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager reasonably does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. Subadviser shall not be responsible for the costs of generating a prospectus supplement if the Subadviser did not cause the need for the prospectus supplement, including, but not limited to, changes initiated at the request of the Investment Manager or the Fund’s Board, or prompted by changes in applicable rules or law. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

reasonable legal and other expenses) to which any of Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement.

10.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, NY 10036

Attn: Legal Department – 19 ^th Floor

Tel. 212 296-6969

Fax: 646 452-4831

with a copy to:

MSIM Inc.

522 Fifth Avenue

New York, NY 10036

Attn: Theodore Bigman

Tel: 212 296-0444

Fax: 212 404-9079

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

Delegation . Subadviser may delegate some or all of its duties under this Agreement to affiliated subadvisers; provided, however, that Subadviser provides written notice to Investment Manager, no additional charges, fees or other compensation will be paid for such services, Subadviser hereby agrees to advise Investment Manager of any changes required to be made to the disclosure in the Fund’s registration statement relating to the Fund’s portfolio managers provided by Subadviser or its affiliates, and Subadviser always remains liable to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or its affiliates. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to its affiliates.

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.


RiverSource Investments, LLC		Morgan Stanley Investment Management, Inc.

By:	/s/ Patrick T. Bannigan Signature	By:	/s/ Randy Takian Signature

Name:	Patrick T. Bannigan	Name:	Randy Takian
	Printed		Printed

Title:	Senior Vice President – Asset Management, Products and Marketing	Title:	Managing Director

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and NFJ Investment Group LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS, the fund listed in Schedule A (the “Fund”) is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided by the Subadviser pursuant to this Agreement shall be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(iv)

(v)

Transaction Reports. Subadviser shall maintain a daily trade file with information relating to all transactions concerning the Fund’s assets and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall communicate these transactions to the Custodian of the Fund in such form and at such times as instructed by Investment Manager.

(b)

her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (v) such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager, upon Investment Manager’s request, all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

(e)

(f)

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual written agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11, and to communicate any amendment to such information that is required under this Agreement; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly and exclusively attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein (which information has not been the subject of any amendment communicated by a Subadviser Indemnitee to Investment Manager or the Fund), or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination.

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

12.	Notices . Any notice under this Agreement must be given in writing, which includes electronic email, as provided below or to another address as either party may designate in writing to the other.

Subadviser:

NFJ Investment Group L.L.C

For General Contract Matters

(including guidelines, directed brokerage, terms, etc.):

NFJ Investment Group, LLC

2100 Ross Avenue, Suite 700

Dallas, TX 75201

Attention: Client Services

Fax: 214-754-1798

Email: clientservices@nfjinv.com

With a copy at the same address to the Compliance Department:

Attention: Compliance Department

Fax: 214-754-1798

Email: compliance@nfjinv.com

For Fund Operational Matters (such as Fund Account withdrawals, contributions, etc.):

NFJ Investment Group, LLC

2100 Ross Avenue, Suite 700

Dallas, TX 75201

Attention: Operations Department

Fax: 214-754-1798

Email: operations@nfjinv.com

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual written consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

Interpretation . Any questions 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 or the Advisers Act shall be resolved by reference to such term or provision in the 1940 Act or the Advisers Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act or the Advisers Act. Where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


RiverSource Investments, LLC		NFJ Investment Group LLC

By:	/s/ Patrick T. Bannigan Signature	By:	/s/ Barbara Claussen Signature

Name:	Patrick T. Bannigan Printed	Name:	Barbara Claussen Printed

Title:	Senior Vice President — Asset Management, Products and Marketing	Title:	NFJ Managing Director, Chief Operating Officer

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 13 ^th day of September, 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Palisade Capital Management, L.L.C., a New Jersey limited liability company (“Subadviser”).

WHEREAS, the fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is November 19, 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

1 | Page

voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable.

2 | Page

(B)

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

(b)

3 | Page

reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“’Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Each

4 | Page

party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

5 | Page

employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement. Investment Manager will periodically provide to Subadviser information concerning the amount of assets to be managed by Subadviser through delivery of a daily net asset amount and/or periodic allocation instructions.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

6 | Page

that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

Notwithstanding the foregoing, in the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

7 | Page

promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

8 | Page

the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

9 | Page

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 prior to its publication or distribution; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in 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 Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker,

10 | Page

financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

11 | Page

the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

12 | Page

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Palisade Capital Management, L.L.C.

One Bridge Plaza North, Suite 695

Fort Lee, New Jersey 07024

Attention: General Counsel

Tel: (201) 585-5433

Fax: (201) 585-7552

Email: bgoldman@palcap.com

13 | Page

Investment Manager:

Christopher Thompson

Senior Vice President and Head of Investment Products and Marketing

225 Franklin Street

Boston, Massachusetts 02110

Tel: (617) 385-9525

Fax: (617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

14 | Page

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

15 | Page

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.


Columbia Management Investments Advisers, LLC		Palisade Capital Management, L.L.C.

By:	/s/ Christopher Thompson	By:	/s/ Martin L. Berman

	Signature		Signature

Name:	Christopher Thompson	Name:	Martin L. Berman

	Printed		Printed

Title:	Senior Vice President and Head of Investment Products and Marketing	Title:	Chief Executive Officer

16 | Page

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

17 | Page

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Pyramis Global Advisors, LLC, a Delaware limited liability company (“Subadviser”) an indirectly held, wholly-owned subsidiary of FMR LLC (Fidelity Investments).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

Investment Limits . In the performance of its duties and obligations under this Agreement, Subadviser shall comply in all material respects with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s Prospectus and Statement of Additional Information (“SAI”); (b) written instructions and directions of Investment Manager and of the Board, provided the Subadviser has had a reasonable amount of time to implement such instructions and directions; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

The Investment Manager will provide the Subadviser with advance notice of any change in the Fund’s investment objectives, strategies, policies, limitations and restrictions as stated in the Fund’s Prospectus or SAI or in any procedures and policies adopted by the Board and/or the Investment Manager, and the Subadviser shall, in the performance of its duties and obligations under this Agreement and with respect to the portion of Fund’s assets allocated to the Subadviser, manage the Fund’s portfolio investments in compliance with such changes, provided the Subadviser has received prompt notice of the effectiveness of such changes from the Fund or the Investment Manager and has had a reasonable amount of time to implement such changes. In addition to such notice, the Investment Manager shall provide the Subadviser a copy of the modified Prospectus and SAI reflecting such changes provided that such Prospectus or SAI was so modified.

(iii)

Portfolio Transactions .

(A)

transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the reasonable request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

(b)

Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . The parties to this Agreement agree that each shall treat as confidential in accordance with its policies and procedures to protect similar confidential information, and with applicable law, all information provided by a party to the other regarding such party’s business and operations, including without limitation the investment activities, portfolio holdings, or identities of shareholders of the Fund (the “Portfolio Information”). All confidential information provided by a party hereto shall be used by the other party hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent of the other party. The foregoing shall not prevent the parties from disclosing Portfolio Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3) approved in writing by the non-disclosing party for disclosure, or (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as disclosing party provides (to the extent permitted under applicable law) the non-disclosing party with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates of a party that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to a party subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

The Investment Manager and the Fund acknowledge that the securities holdings of the Fund constitute information of value to the Subadviser, and agree (i) not to use for any purpose, other than for the Investment Manager or Fund, or their agents, to supervise or monitor the Subadviser, the holdings or trade-related information of the Fund; and (ii) not disclose the Fund’s holdings, except: (1) as required by applicable law or regulation; (2) as required by state or federal regulatory authorities; (3) to Board, counsel to the Board, counsel to the Fund, the administrator or any sub-administrator, the independent accountants and any other agent of the Fund; or (4) as otherwise agreed to by the parties in writing. Further, each party agrees that the information supplied by the other, including approved lists, internal procedures, compliance procedures and any board materials, is valuable to such other party, and the Fund and each party hereto agree not to

disclose any of the information contained in such materials, except: (i) as required by applicable law or regulation; (ii) as required by state or federal regulatory authorities; (iii) to the Board, counsel to the Board, counsel to the Fund or the Investment Manager, the administrator or any sub-administrator, the independent accountants and any other agent of the Fund; or (iv) as otherwise agreed to by the parties in writing.

(g)

Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will promptly provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and any changes thereto, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

Documents Provided to Subadviser . The Investment Manager will provide, or has provided, to the Subadviser, with a copy of the Prospectus and SAI as filed with the SEC, and of the policies and procedures adopted by the Board and/or the Investment Manager which the Subadviser is required to implement in managing the portion of the assets of the Fund allocated to the Subadviser or such other information or documents necessary for the management of the Subadviser’s allocated portion of Fund assets as the

Subadviser shall reasonably request or as required by applicable law or regulation. Throughout the term of this Agreement, the Investment Manager shall continue to provide such information and documents to the Subadviser, including any amendments, updates or supplements to such information or documents before or at the time of the amendments, updates or supplements become effective.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the commercially reasonable cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j -1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all material amendments to Investment Manager (at least annually).

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that, subject to the standard of care set forth in this Section 8, Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. In performing its obligations under this Agreement, the Subadviser may rely upon information concerning the Fund’s books and records provided to it by the Investment Manager, the custodian or other agent(s) designated by the Investment Manager, and will not independently verify the accuracy or completeness of such information. The Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) shall not be liable for any loss, claim or damages related to such reliance. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. The Investment Manager understands that investment decisions made for the Fund by the Subadviser are subject to various market, currency, economic, political, business and structure risks and that those investment decisions will not always be profitable.

(b)

thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, and 20 shall survive such termination of the Agreement.

10.

Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees 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, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients. Subadviser shall for purposes hereof be deemed an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund or the Investment Manager in any way or otherwise be deemed an agent of the Fund or Investment Manager except in connection with the services provided by the Subadviser hereunder. Notwithstanding the foregoing, the Subadviser may execute account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Fund and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Subadviser deems desirable or appropriate, provided the Subadviser receives the express agreement and consent of the Investment Manager or the Board to execute futures account agreements, ISDA Master Agreements, credit facility agreements and other documents related thereto, which consent shall not be unreasonably withheld. In such respect, and only for this limited purpose, the Subadviser shall act as the Investment Manager’s agent and attorney-in-fact.

The Subadviser may perform its services through any employee, officer or agent of the Subadviser, and neither the Investment Manager nor the Fund shall be entitled to the advice, recommendation or judgment of any specific person other than those persons named as portfolio managers in the Fund’s registration statement. The Subadviser may, at its own expense, delegate any or all of its duties and responsibilities under this Agreement to any affiliate provided that Subadviser provides written notice to Investment Manager, provided the Subadviser remains responsible to the Investment Manager and the Fund for the performance of all its responsibilities and duties hereunder. Subadviser hereby agrees to advise Investment Manager of any changes required to be made to the disclosure in the Fund’s registration statement relating to the Fund’s portfolio managers provided by Subadviser or its affiliates. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to its affiliates.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

James Carroll

Senior Vice President, Domestic Distribution and Client Services

Pyramis Global Advisors, LLC

900 Salem St. OT3N1

Smithfield, RI 02917

Tel: (401) 292-4690

with a copy to:

General Counsel

Pyramis Global Advisors, LLC

82 Devonshire St. V10E

Boston, MA 02110

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


RiverSource Investments, LLC		Pyramis Global Advisors, LLC

By:	/s/ Patrick T. Bannigan	By:	/s/ William E. Dailey
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	William E. Dailey
	Printed		Printed

Title:	Senior Vice President – Asset Management, Products and Marketing	Title:	Senior Vice President

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 24th day of February, 2010 by and between RiverSource Investments, LLC a Minnesota limited liability company (‘‘Investment Manager”), and River Road Asset Management, LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS Investment Manager entered into an Investment Management Services Agreement (the “Advisory Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.

WHEREAS Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund as a value-style investment manager, and Subadviser is willing to render such investment advisory services.

WHEREAS Investment Manager and Subadviser originally entered into a subadvisory agreement on April 24, 2006 pursuant to which Subadviser provides investment advisory services to the Fund, which subadvisory agreement was terminated on October 17, 2007 following an “assignment” of the subadvisory agreement resulting from a “change in control” of the Subadviser, as those terms are defined under the 1940 Act.

WHEREAS The Investment Manager and Subadviser entered into an interim subadvisory agreement as of October 17, 2007, pursuant to Rule 15a-4 of the 1940 Act, which subadvisory agreement was approved at an in person meeting of the Fund’s Board of Directors pursuant to Section 15 of the 1940 Act, and in accordance with the conditions of that certain Exemptive Order dated July 16, 2002 (Release No. 1C-25664, File No. 812-12580) (the “Exemptive Order”).

WHEREAS On October 5, 2008, the subadvisory agreement terminated following its “assignment” resulting from a “change in control” of the Subadviser, as those terms are defined under the 1940 Act.

WHEREAS On October 15, 2008, the Board of Directors of the Fund approved an interim subadvisory agreement between the Investment Manager and Subadviser, effective as of October 5, 2008, pursuant to Rule 15a-4 of the 1940 Act.

WHEREAS It is the parties intention that the Subadviser continue to furnish investment advisory services to the Fund.

WHEREAS On November 13, 2008, the Board of Directors of the Fund approved a subadvisory agreement under Section 15 of the 1940 Act and in accordance with the conditions of the Exemptive Order.

Document Number 274967

Document Name River Road subadvisory agreement (2/24/2010) page 1 of 15

WHEREAS On January 14, 2010, the Board of Directors of the Fund approved the Agreement between the Investment Manager and Subadviser, effective as of February 24, 2010, pursuant to Rule 15a-4 of the 1940 Act and in accordance with the Exemptive Order, in anticipation of the termination of the most recent subadvisory agreement which was expected to follow after its “assignment” resulting from a “change in control” of the Subadviser on February 24, 2010, as those terms are defined under the 1940 Act.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management. Subject to supervision by Investment Manager and the Fund’s Board of Directors (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3- 1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and SAI, or approved by the Board; conform with federal securities laws; and be consistent with seeking best execution. Within the framework of this policy, Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party. To the extent permitted by law, and consistent with its obligation to seek best execution, the Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that the Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

Aggregation of Trades . On occasions when Subadviser deems the purchase or sale of an investment to be in the best interest of the Fund as well as other clients of Subadviser, Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the investment to be sold or purchased in order to seek best execution. In such event, allocation of the investment so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(iv)

Records and Reports . Subadviser (A) shall maintain such books and records as are required based on the services provided by Subadviser pursuant to this Agreement under the 1940 Act and as are necessary for Investment Manager to meet its record keeping obligations generally set forth under Section 31 and related rules thereunder. (B) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in writing, and (C) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice.

(v)

(b)

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser shall maintain for the Fund the records required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)( 10) and (f) of Rule 31 a-1 under the 1940 Act and any additional records as agreed upon by Subadviser and Investment Manager. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1 (a) hereof.

(d)

(e)

information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Subadviser will restrict access to the Portfolio Information to those employees of Subadviser who will use it only for the purpose of managing its portion of the Fund. The foregoing shall not prevent Subadviser from disclosing Portfolio Information that is (1) publicly known or becomes publicly known through no unauthorized act, (2) rightfully received from a third party without obligation of confidentiality, (3) approved in writing by Investment Manager for disclosure, or (4) required to be disclosed pursuant to a requirement of a governmental agency or law so long as Subadviser provides Investment Manager with prompt written notice of such requirement prior to any such disclosure.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Liability of Subadviser . Subadviser agrees to perform faithfully the services required to be rendered to the Fund under this Agreement, but nothing herein contained shall make Subadviser or any of its officers, partners, or employees liable for any loss sustained by the Fund or its officers, directors, or shareholders, Investment Manager, or any other person on account of the services which Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Subadviser against liability to the Fund or to any of its shareholders, to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect Subadviser from any liabilities, which it may have under the Securities Act of 1933, as amended, (the “1933 Act”) or the 1940 Act. Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-l during the previous year and that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation.

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments to Investment Manager at least annually.

(d)

Subadviser will promptly notify Investment Manager of any changes in the Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser’s Chief Executive Officer or President, or if there is otherwise an actual or expected change in control or management of Subadviser.

(e)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

(b)

(c)

The Fund operates under an order from the Securities and Exchange Commission that permits Investment Manager, subject to the approval of the Fund’s Board of Directors, to enter into subadvisory agreements for the Fund without first obtaining shareholder approval. The Investment Manager obtained approval to enter into this Agreement with Subadviser on April 13, 2006.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners,

employees, consultants, or agents of Subadviser or any of its affiliates shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any of its affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise to the extent arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of this Agreement, or of federal or state statutes or regulations, by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws.

(b)

misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned the subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of this Agreement, or of federal or state statutes or regulations by Investment Manager or the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Subadviser may have under any securities laws.

(c)

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to the Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs l(a)(iv)(A), 1(d), 1(e), 5, 8(a), 8(b), 8(c), 15, 17, and 18, shall survive such termination of the Agreement.

10.

11.

References to Subadviser . During the term of this Agreement, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, which refer to Subadviser or its clients in any way, prior to use thereof and not to use such material if Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed upon) after receipt thereof. Sales literature may be furnished to Subadviser hereunder by first- class or overnight mail, electronic or facsimile transmission, or hand delivery.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

R. Andrew Beck

President

River Road Asset Management, LLC

462 South Fourth Street, Suite 1600

Louisville, Kentucky 40202

Tel: (502)371-4102

Fax: (502) 371-4112

with a copy to:

Thomas D. Mueller, CPA, CFA

COO & CCO

River Road Asset Management, LLC

462 South Fourth Street, Suite 1600

Louisville, Kentucky 40202

Tel: (502) 371-4104

Fax: (502)371-4114

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel:(612)678-7644

Fax:(612)671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel:(612)671-4321

Fax:(612)671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

Assignment . No assignment of this Agreement (as defined in the 1940 Act) shall be made by Investment Manager without the prior written consent of the Fund and Investment Manager. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

Governing Law . This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9, shall be governed by the laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. Any claim or action brought by one of the parties hereto in connection with this Agreement shall be brought in the appropriate Federal or State court located in Hennepin County, Minnesota, and the parties hereto irrevocably consent to the exclusive jurisdiction of such court. To the extent that the laws of the State of Minnesota, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


RIVERSOURCE INVESTMENTS LLC		RIVER ROAD ASSET MANAGEMENT, LLC

By:	/s/ Patrick T. Bannigan	By:	/s/ Thomas Dignan Mueller
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	Thomas Dignan Mueller
	Printed		Printed

Title:	Senior Vice President- Asset Management, Products and Marketing	Title:	COO/CCO

Document Number: 274931

Document Name: Signature Page for River Road 2/2010 Subadvisory Agreement

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 13 ^th day of September, 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Sit Investment Associates, Inc., a Minnesota corporation (“Subadviser”).

WHEREAS, the fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is November 19, 2012.

WHEREAS, effective from the date hereof, Subadviser shall not enter into an agreement with another investment company registered under the 1940 Act managed similarly to the Fund that provides for advisory fees at fee rates that are lower or otherwise more favorable to Subadviser than the fee rates payable by the Investment Manager to the Subadviser with respect to Subadviser’s management of the Fund, unless such more favorable fee rates are offered to the Investment Manager and are deemed to be the applicable fee rates under the Agreement upon Investment Manager’s acceptance of such more favorable fee rates.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable.

(B)

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

(b)

Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

(f)

Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.]

subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in 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 Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the

Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Attention President

Sit Investment Associates, Inc.

3300 IDS Center

80 South Eighth Street

Minneapolis, MN 55402

Fax: 612-342-2018

Phone: 612-332-3223

Investment Manager:

Christopher Thompson

Senior Vice President and Head of Investment Products and Marketing

225 Franklin Street

Boston, Massachusetts 02110

Tel: (617) 385-9525

Fax: (617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


Columbia Management Investments Advisers, LLC		Sit Investment Associates, Inc.

By:	/s/ Christopher Thompson Signature	By:	/s/ Paul E. Rasmussen Signature

Name:	Christopher Thompson Printed	Name:	Paul E. Rasmussen Printed

Title:	Senior Vice President and Head of Investment Products and Marketing	Title:	Vice President

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 15 ^th day of January, 2014 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and TCW Investment Management Company, a California corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is March 21, 2014.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties.

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1 (a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

Investment Limits . In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s Prospectus and Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations; provided, however, that if Subadviser is managing a portion, but not all, of the Fund, to the extent any such limits or requirements apply to the Fund in its totality, such that Subadviser is not solely in control of whether the Fund is in compliance with such limits or requirements, Subadviser will not be responsible for the Fund’s compliance with such limits or requirements unless advised in writing by the Investment Manager to adhere to specific instructions of the Investment Manager, including but not limited to, that Subadviser adhere to a particular limit or requirement, so long as any such instructions are specific enough, and are accompanied by sufficient information, to enable the Subadviser to adhere to them. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(D)

Derivatives Authority . Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein, and is hereby appointed as the Fund’s agent and attorney in fact with authority to: (i) enter into agreements and execute any documents on behalf of the Fund (e.g. any futures or derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable) required with respect to any investments made for the Fund (such documentation includes but is not limited to any market and/or industry standard documentation and the standard representations contained therein); (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures; and (iii) open, continue and terminate brokerage accounts and other brokerage arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement.

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s) . As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support, the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (1) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants

executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser. Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, including any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (as defined below) shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports,

advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in 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 Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination.

(a)

(b)

warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

TCW Investment Management Company

1251 Avenue of the Americas, Suite 4700

New York, New York

10020 c/o Jeff Cominsky

Tel: 212-771-4504

Fax: 212-771-4162

Email: jeffrey.cominsky@tcw.com

with a copy to:

TCW Investment Management Company

865 South Figueroa Street, Suite 1800

Los Angeles, California 90017

c/o Tracy Gibson

Tel: 213-244-1011

Fax: 213-244-0761

Email: tracy.gibson@tcw.com

Investment Manager:

Paul Mikelson

Vice President, Subadvised Strategies

435 Ameriprise Financial Center

Routing H13/435

Minneapolis, MN 55474

Tel: (612) 671-4452

Fax: (612) 671-0618

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

13.	Amendments . This Agreement may be amended by mutual consent in a writing signed by Investment Manager and Subadviser, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

Delegation . Subadviser may delegate some or all of its duties under this Agreement to affiliated or unaffiliated subadvisers (each a “Subadviser-Delegatee”); provided, however, that (i) Subadviser provides written notice to Investment Manager, (ii) any delegation of advisory duties is subject to and conditioned on the Fund Boards’ and/or Fund shareholder’s approval pursuant to Section 15 of the 1940 Act, (iii) no additional charges, fees or other compensation will be paid for such services, (iv) Subadviser hereby agrees to advise Investment Manager of any changes required to be made to the disclosure in the Fund’s registration statement relating to the Fund’s portfolio managers provided by Subadviser or any Subadviser-Delegatee, and (v) Subadviser always remains responsible to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or any Subadviser-Delegatee. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to any Subadviser-Delegatee, as the context may require.

22.	Anti-Money Laundering and Suitability

(a)

Investment Manager shall undertake all necessary due diligence for establishing the identity of investors in the Fund in accordance with the USA PATRIOT Act and any other applicable anti-money laundering laws and regulatory rules, including rules issued by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury.

(b)

Investment Manager confinns to Subadviser that, as between Investment Manager and Subadviser, Investment Manager shall be solely responsible for determining that the investment mandate established by this Agreement is suitable and appropriate for the Fund.

(c)

To help the United States government fight the funding of terrorism and money laundering activities, United States federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account with the financial institution. This includes Subadviser’s obtaining and verifying Investment Manager’s name, address and such other information as Subadviser may request in order to identify Investment Manager.

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.


Columbia Management Investment		TCW Investment Management Company

Advisers, LLC

By:	/s/ Colin Moore Signature	By:	/s/ David Lippman Signature

Name:	Colin Moore Printed	Name:	David Lippman Printed

Title:	Global Chief Investment Officer	Title:	Chief Executive Officer

			/s/ Sean Plater SEAN PLATER
			SENIOR VICE PRESIDENT

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

Amendment Five to

Amended and Restated Subadvisory Agreement

The Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC (“Columbia Management”) and Threadneedle International Limited (“TINTL”) dated June 11, 2008, is amended as follows:

Schedule 1

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 16 ^th day of January, 2013.


COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC		THREADNEEDLE INTERNATIONAL LIMITED

By:	/s/ Christopher Thompson	By:	/s/ Philip Reed
	Signature		Signature

Name:	Christopher Thompson Printed	Name:	P. Reed Printed

Title:	Senior Vice President and Head of Intermediary Distribution, Marketing and Products Printed	Title:	General Counsel Printed

ADDENDUM DATED APRIL 3, 2013 TO THE

AMENDED AND RESTATED SUBADVISORY AGREEMENT

DATED JUNE 11, 2008

This Addendum, dated as of April 3, 2013, hereby supplements the attached Amended and Restated Subadvisory Agreement (the “Subadvisory Agreement”), dated June 11, 2008, by and between Columbia Management Investment Advisers, LLC, (the “Investment Manager”), a Minnesota limited liability company, and Threadneedle International Limited, a company organized under the laws of England and Wales (TINTL”), solely with respect to the Columbia Variable Portfolio-Commodity Strategy Fund (the “VP Commodity Strategy Fund”), a series of Columbia Funds Variable Series Trust II (the “Registrant”), as follows:

The parties hereto acknowledge that, with respect to the VP Commodity Strategy Fund, and in accordance with its prospectus, all or a portion of its assets may be held in one or more of its wholly-owned subsidiaries, including but not limited to CVPCSF Offshore Fund, Ltd (referred to herein collectively as the “Subsidiary”). TINTL is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to TINTL from time to time by the Investment Manager (which portion may include any or all of the VP Commodity Strategy Fund’s assets) pursuant to the same terms, conditions and obligations applicable to the VP Commodity Strategy Fund under the Subadvisory Agreement. TINTL is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by the Investment Manager) of the VP Commodity Strategy Fund to be invested in and through the Subsidiary. For these purposes, all references in the Subadvisory Agreement to the “Fund,” with respect to the VP Commodity Strategy Fund, shall also refer to the Subsidiary, unless the context dictates otherwise.

For the avoidance of doubt, TINTL hereby agrees for purposes of Section 1 of the Subadvisory Agreement: “TINTL’s Duties,” to treat the assets and liabilities of the Subsidiary as if they are held directly by the VP Commodity Strategy Fund, and, in addition, if required (as determined by the Fund’s Chief Legal Officer and Chief Compliance Officer), to treat the Subsidiary as a separate investment by the VP Commodity Strategy Fund. Further, for purposes of Section 4: “Compensation of TINTL” of the Subadvisory Agreement, the parties hereto agree to treat the assets and liabilities of the Subsidiary as if they are held directly by the VP Commodity Strategy Fund. TINTL acknowledges that, at the direction of the Registrant’s Board of Trustees and the Board of Directors of the Subsidiary, the Investment Manager has retained TINTL to serve as investment subadviser for the Subsidiary, and TINTL, as a party to this Subadvisory Agreement, has agreed to manage the assets of the Subsidiary in accordance with the terms of this Subadvisory Agreement.

In witness whereof, the parties have caused this Addendum to be executed by their officers designated below as of this 3 ^rd day of April, 2013.


COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC		THREADNEEDLE INTERNATIONAL LIMITED

By:	/s/ J. Kevin Connaughton	By:	/s/ Philip Reed
	Signature		Signature

Name:	J. Kevin Connaughton	Name:	P. Reed
	Printed		Printed

Title:	Managing Director and General Manager Mutual Fund Products	Title:	General Counsel
	Printed

Amendment Four to

Amended and Restated Subadvisory Agreement

Schedule 1

Schedule 1 to the Agreement is deleted and replaced in its entirety by the following Schedule 1:

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 19 day of July, 2011.


COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC		THREADNEEDLE INTERNATIONAL LIMITED

By:	/s/ Michael A. Jones	By:	/s/ Philip Reed
	Signature		Signature

Name:	Michael A. Jones	Name:	Philip Reed
	Printed		Printed

Title:	President	Title:	Director
	Printed		Printed

ADDENDUM DATED JULY 19, 2011 TO THE

AMENDED AND RESTATED SUBADVISORY AGREEMENT

DATED JUNE 11, 2008

This Addendum, dated as of July 19, 2011, hereby supplements the attached Amended and Restated Subadvisory Agreement (the “Subadvisory Agreement”), dated June 11, 2008, by and between Columbia Management Investment Advisers, LLC, formerly RiverSource Investments, LLC (the “Investment Manager”), a Minnesota limited liability company, and Threadneedle International Limited, a company organized under the laws of England and Wales (TINTL”), solely with respect to the Columbia Commodity Strategy Fund (the “Commodity Fund”), a series of Columbia Funds Series Trust II (the “‘Registrant”), as follows:

The parties hereto acknowledge that, with respect to the Commodity Fund, and in accordance with its prospectus, all or a portion of its assets may be held in one or more of its wholly-owned subsidiaries, including but not limited to CCSF Offshore Fund, Ltd (referred to herein collectively as the “Subsidiary”). TINTL is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to TINTL from time to time by the Investment Manager (which portion may include any or all of the Commodity Fund’s assets) pursuant to the same terms, conditions and obligations applicable to the Commodity Fund under the Subadvisory Agreement. TINTL is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by the Investment Manager) of the Commodity Fund to be invested in and through the Subsidiary. For these purposes, all references in the Subadvisory Agreement to the “Fund,” with respect to the Commodity Fund, shall also refer to the Subsidiary, unless the context dictates otherwise.

For the avoidance of doubt, TINTL hereby agrees for purposes of Section 1 of the Subadvisory Agreement: “TINTL’s Duties,” to treat the assets and liabilities of the Subsidiary as if they are held directly by the Commodity Fund, and, in addition, if required (as determined by the Fund’s Chief Legal Officer and Chief Compliance Officer), to treat the Subsidiary as a separate investment by the Commodity Fund. Further, for purposes of Section 4: “Compensation of TINTL” of the Subadvisory Agreement, the parties hereto agree to treat the assets and liabilities of the Subsidiary as if they are held directly by the Commodity Fund. TINTL acknowledges that, at the direction of the Registrant’s Board of Trustees and the Board of Directors of the Subsidiary, the Investment Manager has retained TINTL to serve as investment subadviser for the Subsidiary, and TINTL, as a party to this Subadvisory Agreement, has agreed to manage the assets of the Subsidiary in accordance with the terms of this Subadvisory Agreement.

In witness whereof, the parties have caused this Addendum to be executed by their officers designated below as of this 19 day of July, 2011.


COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC		THREADNEEDLE INTERNATIONAL LIMITED

By:	/s/ Michael A. Jones Signature	By:	/s/ Philip Reed Signature

Name:	Michael A. Jones Printed	Name:	Philip Reed Printed

Title:	President	Title:	Director
	Printed		Printed

Amendment Three to

Amended and Restated Subadvisory Agreement

Schedule 1

Schedule 1 to the Agreement is deleted and replaced in its entirety by the following Schedule 1:

SCHEDULE 1

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 1st day of July, 2011.


COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC			THREADNEEDLE INTERNATIONAL LIMITED

By:	/s/ Michael A. Jones Signature	By:	/s/ Philip Reed Signature
By:	/s/ Michael A. Jones Signature	By:	/s/ Philip Reed Signature

Name:	Michael A. Jones Printed	Name:	Philip Reed Printed

Title:	President Printed	Title:	Director Printed

Amendment Two to

Amended and Restated Subadvisory Agreement

Schedule 1

Schedule 1 to the Agreement is deleted and replaced in its entirety by the following Schedule 1:

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 30 day of March, 2011.


COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC		THREADNEEDLE INTERNATIONAL LIMITED

By:	/s/ Michael A. Jones Signature	By:	/s/ Philip Reed Signature

Name:	Michael A. Jones Printed	Name:	Philip Reed Printed
	Michael A. Jones Printed		Philip Reed Printed

Title:	President Printed	Title:	Director Printed

Amendment One to

Amended and Restated Subadvisory Agreement

The Amended and Restated Subadvisory Agreement between RiverSource Investments, LLC (“RiverSource”) and Threadneedle International Limited (“TINTL”) dated June 11, 2008, is amended as follows:

Schedule 1

Schedule 1 to the Agreement is deleted and replaced in its entirety by the following Schedule 1:

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 13 ^th day of July, 2009.


RIVERSOURCE INVESTMENTS, LLC		THREADNEEDLE INTERNATIONAL LIMITED

By:	/s/ William F. Truscott Signature	By:	/s/ Philip Reed Signature
By:	/s/ William F. Truscott Signature	By:	/s/ Philip Reed Signature

Name:	William F. Truscott Printed	Name:	Philip Reed Printed

Title:	President and Chief Investment Officer Printed	Title:	Director Printed

AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amended and Restated Subadvisory Agreement, dated June 11, 2008 (the “Agreement”), by and between RiverSource Investments, LLC, a Minnesota limited liability company (“RiverSource”), and Threadneedle International Limited, a company organized under the laws of England and Wales (“TINTL”).

WHEREAS, the parties hereto wish to amend and restate that certain Subadvisory Agreement, dated July 10, 2004, by and between TINTL and RiverSource (as successor to Ameriprise Financial, Inc. (f/k/a American Express Financial Corporation) pursuant to that certain Consent Agreement, dated as of March 1, 2006, between RiverSource and TINTL).

WHEREAS, each of the funds listed in Schedule 1 (each, a “Fund” and collectively, the ‘Funds”) is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, RiverSource has entered into an Investment Management Services Agreement (the “Advisory Agreement”) with the Funds pursuant to which RiverSource provides investment advisory services to the Funds.

WHEREAS, RiverSource and the Funds desire to retain TINTL to provide investment advisory services to the Funds, and TINTL is willing to render such investment advisory services.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	TINTL’s Duties .

(a)

Portfolio Management . Subject to supervision by RiverSource and the Funds’ Boards of Directors (the “Board”), TINTL shall manage the composition of that portion of assets of the Funds which is allocated to TINTL from time to time by RiverSource (which portion may include any or all of the Funds’ assets), including the purchase, retention, and disposition thereof, in accordance with the Funds’ investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . TINTL shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Funds allocated to it by RiverSource, and what portion of such assets will be invested or held uninvested as cash. TINTL is prohibited from consulting with other subadvisers, if any, of the Funds concerning transactions of the Funds in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) under the 1940 Act. TINTL will not be responsible for voting proxies issued by companies held in the Funds although RiverSource may consult

with TINTL from time to time regarding the voting of proxies of securities owned by the Funds. TINTL will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Funds allocated to it by RiverSource.

(ii)

Investment Limits and Requirements . In the performance of its duties and obligations under this Agreement, TINTL shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in (a) each Fund’s Prospectus and Statement of Additional Information (“SAI”); (b) instructions and directions of RiverSource and of the Board; (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, as applicable to the Funds, and all other applicable U.S. federal and state laws and regulations; and (d) the procedures and standards set forth in, or established in accordance with, the Advisory Agreement to the extent communicated to TINTL.

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Funds, TINTL shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with RiverSource or TINTL) selected by TINTL; provided, however, that such orders shall be consistent with the brokerage policy set forth in each Fund’s Prospectus and SAI, or approved by the Board; conform with U.S. federal securities laws; and be consistent with seeking best execution in accordance with TINTL’s Execution Policy, as provided by TINTL to RiverSource from time to time in writing. Within the framework of this policy, TINTL may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which TINTL’s other clients may be a party. To the extent permitted by law, and consistent with its obligation to seek best execution, TINTL may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that TINTL determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services received, viewed in terms of either that particular transaction or TINTL’s overall responsibilities with respect to the Funds and other clients for which it acts as subadviser.

(B)

Aggregation of Trades . On occasions when TINTL deems the purchase or sale of a security or futures contract to be in the best interest of one or more Funds as well as other clients of TINTL, TINTL, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased with those of its other clients and/or clients of its affiliated companies. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by TINTL in the manner TINTL considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients. RiverSource acknowledges that in some circumstances the aggregation of trades may operate to the advantage or disadvantage of the Funds.

(iv)

Records and Reports . TINTL shall (a) maintain such books and records required under the 1940 Act as shall be agreed upon from time to time by the parties hereto in writing, (b) render to the Board such periodic and special reports as the Board or RiverSource may reasonably request, and (c) meet with any persons at the request of RiverSource or the Board for the purpose of reviewing TINTL’s performance under this Agreement at reasonable times and upon reasonable advance written notice.

(v)

Transaction Reports . TINTL shall provide the applicable custodian for each Fund on each business day with information relating to all transactions concerning such Fund’s assets and shall provide RiverSource with such information upon RiverSource’s request.

(b)

Maintenance of Records . TINTL shall timely furnish to RiverSource all information relating to TINTL’s services hereunder that are needed by RiverSource to maintain the books and records of the Funds required under the 1940 Act. Such request shall specify which documents are required by RiverSource for this purpose. TINTL shall maintain for the Funds the records required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-l under the 1940 Act and any additional records as agreed upon by TINTL and RiverSource. TINTL agrees that all records that it maintains for the Funds are the property of the Funds and TINTL will surrender promptly to the Funds any of such records upon any Fund’s request; provided, however, that TINTL may retain a copy of such records. TINTL further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(c)

Non-Public Information . TINTL will protect the confidentiality of any non-public information provided to it by RiverSource or any of the Funds and will comply with RiverSource’s policy concerning the disclosure of portfolio holdings information.

RiverSource’s Duties . RiverSource shall continue to have responsibility for all other services to be provided to the Funds pursuant to the Advisory Agreement and shall oversee and review TINTL’s performance of its duties under this Agreement. For the avoidance of doubt TINTL shall have no responsibility for any non-core investment advisory activities including, without limitation, pricing, fund accounting services, or the offer or sale, redemption or exchange of shares in the Funds. RiverSource shall also retain direct portfolio management responsibility with respect to any assets of the Funds which are not allocated by it to the portfolio management of TINTL as provided in paragraph 1(a) hereof. RiverSource will inform TINTL of any restrictions regarding markets in which transactions for the Funds may be effected.

Documents Provided to TINTL . RiverSource has delivered or will deliver to TINTL current copies and supplements thereto of each of the Prospectuses and SAIs pertaining to the Funds. RiverSource will provide to TINTL for review drafts of all future amendments and supplements that may affect the performance of TINTL’s duties under this Agreement, and will promptly deliver to TINTL final copies of all future amendments and supplements.

Compensation of TINTL . For the services provided and the expenses assumed pursuant to this Agreement, RiverSource will pay to TINTL, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of each Fund’s average daily net assets set forth in the attached Schedule 1, which Schedule can be modified by written agreement of RiverSource and TINTL from time to time to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. The rates set forth in Schedule 1 are subject to adjustment based on the performance of each Fund as provided therein. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such month bears to the full month in which such effectiveness or termination occurs.

Liability of TINTL . TINTL agrees to perform faithfully the services required to be rendered to the Funds under this Agreement, but nothing herein contained shall make TINTL or any of its officers, partners, or employees liable for any loss sustained by the Funds or its officers, directors, or shareholders, or any other person on account of the services which TINTL may render or fail to render under this Agreement; provided, however, that nothing herein shall protect TINTL against liability to the Funds or to any of its shareholders, to which TINTL would otherwise be subject, by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect TINTL from any liabilities which it may have under the Securities Act of 1933, as amended (the “1933 Act”), the Investment Advisers Act of 1940 (the “Advisers Act”), or the 1940 Act.

6.	Delegation . TINTL may delegate any of its functions under this Agreement to an affiliate on prior written notice to RiverSource. Upon any such delegation TINTL will remain liable for the acts and omissions of the delegate.

7.	Representations of TINTL Under U.S. Law . TINTL represents and warrants as follows:

(a)

TINTL (i) is registered as an investment advisor under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable U.S. federal or state requirements, or the applicable requirements of any U.S. regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify RiverSource of the occurrence of any event that would disqualify TINTL from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(b)

TINTL has adopted a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and will provide RiverSource with a copy of the code of ethics, together with evidence of its adoption. Within 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of TINTL shall certify to RiverSource that TINTL has complied with the requirements of Rule 17j-l during the previous year and that there has been no material violation of TINTL’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of RiverSource, TINTL shall permit RiverSource, its employees, or its agents to examine the reports required to be made to TINTL by Rule 17j-l(c)(l) and all other records relevant to TINTL’s code of ethics.

(c)

TINTL has provided RiverSource with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and promptly will furnish a copy of all amendments to RiverSource at least annually.

(d)

TINTL will promptly notify RiverSource of any changes in the controlling shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Funds or senior management of TINTL, or if there is otherwise an actual or expected change in control or management of TINTL.

8.	Representations of RiverSource . RiverSource represents and warrants as follows:

RiverSource (i) is registered as an investment advisor under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services

contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable U.S. federal or state requirements, or the applicable requirements of any U.S. regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify TINTL of the occurrence of any event that would disqualify RiverSource from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

9.	Regulation and Customer Status Under UK Law; COBS Rules .

(a)

Pursuant to Rule 3.14R of the New Conduct of Business Rules (the “COBS Rules”) of the Financial Services Authority(“FSA”), TINTL hereby classifies RiverSource as a Professional Client (as defined in the COBS Rules) in relation to the services to be provided under this Agreement.

(b)

TINTL is authorized and regulated in the UK by the FSA, and nothing in this Agreement shall exclude or restrict any duty or liability which TINTL owes to RiverSource arising under the Financial Services and Markets Act 2000 (“FSMA”) or any rules of the FSA, including the COBS Rules.

(c)

The statements, disclosures and other provisions required under the COBS Rules set forth in Exhibit A and the Bundled Brokerage Arrangements set forth in Appendix 2 may be updated by TINTL from time to time with written notice to RiverSource, provided that if there is a material change to Exhibit A or Appendix 2, such changes will only be made with the consent of the parties hereto, such consent not to be unreasonably withheld.

(d)

The Board will exercise all voting rights conferred on the owners of securities held by the Funds.

10.	Potential Conflicts of Interest and Disclosures .

(a)

TINTL and any Associate may effect transactions in which TINTL or Associate or another client of TINTL or Associate has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with TINTL’s duty to the Funds. As used in this Agreement, “Associate” shall mean a company or other person connected to TINTL, including TINTL’s ultimate holding company and any company which is at the relevant time a direct or indirect subsidiary of that ultimate holding company. Neither TINTL nor any Associate shall be liable to account to the Funds for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will TINTL’s fees, unless otherwise provided, be abated by reason of any such profit, commission or remuneration.

(b)

TINTL will seek to ensure that such transactions are effected on terms which are not materially less favourable to the Funds than if the potential conflict had not existed.

11.

In accordance with the FSA Rules, TINTL has a written conflicts of interest policy that sets out how actual or potential conflicts of interest affecting TINTL’s business may be identified and provides details of how these conflicts are managed. A summary of TINTL’s conflicts of interest policy is available upon request. TINTL will disclose, as required, any such conflicts in its ADV.

(a)

TINTL will normally act as the agent of the Funds, who will therefore be bound by its actions under the Agreement. Nevertheless, none of the services to be provided hereunder nor any other matter shall give rise to any fiduciary or equitable duties which would prevent or hinder TINTL, or any Associate, in transactions with or for the Funds, including programme trades, from acting as both market-maker and broker, principal or agent, dealing with other Associates and other customers, and generally effecting transactions as provided above, except as otherwise provided by applicable U.S. law and regulations or by policies adopted by the Funds.

12.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the members of the Board who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board as a whole or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, either in whole or in part, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to TINTL. This Agreement may also be terminated, without the payment of any penalty, by RiverSource upon 60 days’ written notice to TINTL. TINTL may terminate this Agreement at any time, without payment of any penalty, on 60 days’ written notice to RiverSource. This Agreement shall terminate automatically in the event that (i) it is assigned (as defined in the 1940 Act), (ii) the Advisory Agreement is terminated, (iii) either RiverSource or TINTL ceases to be registered with the SEC as an investment adviser, or (iv) a competent regulatory authority orders termination.

13.

TINTL’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of any of TINTL’s partners, officers, or employees who may also be a director, officer, or employee of any Fund 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, or limit or restrict TINTL’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual, or association.

14.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.


		TINTL:		Head of US Distribution
				Threadneedle International Limited 60 St Mary Axe
				London EC3A 8JQ
				United Kingdom Attn: Head of Legal
				Fax: +44 (0) 20 7464 5050

				with a copy to:

				Mark Cooper
				Head of Legal Department
				Threadneedle International Limited
				60 St Mary Axe
				London EC3A 8JQ
				United Kingdom

		RiverSource:		Amy K. Johnson
				Vice President, Operations and Compliance Ameriprise Financial, Inc.
				1767 Ameriprise Financial Center Minneapolis, MN 55474 Fax: 612-671-7039

				with a copy to:

				Christopher O. Petersen
				Vice President and Group Counsel
				Ameriprise Financial, Inc.
				50606 Ameriprise Financial Center Minneapolis, MN 55474
				Fax: 612-671-3767

15.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Funds’ shareholders to the extent required by the 1940 Act.

16.

Assignment . No assignment (as defined in the 1940 Act) shall be made by TINTL without the prior written consent of the Funds (and, if required by law, the Funds’ shareholders) and RiverSource. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of RiverSource except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

17.

18.	Entire Agreement . This Agreement and the documents referred to herein, which are intended to be incorporated by way of reference, embody the entire agreement and understanding among the parties hereto, and supersede all prior agreements and understandings relating to the subject matter hereof.

19.

20.

21.

22.

Reliance . TINTL may rely and act on any written instruction or communication that purports to have been given (and that TINTL reasonably believes to have been given) by RiverSource. TINTL will not be liable for any loss arising from its acting on such an instruction. RiverSource shall be responsible for providing TINTL with a list of those individuals authorized to issue instructions to TINTL.

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.


RiverSource Investments, LLC		Threadneedle International Limited

By:	/s/ William F. Truscott	By:	/s/ Philip Reed
	Signature		Signature

Name:	William F. Truscott	Name:	Philip Reed
	Printed		Printed

Title:	President and Chief Investment Officer	Title:	Director

[REDACTED DATA]

EXHIBIT A

TINTL and RiverSource hereby agree that the following COBS Rules required statements, disclosures and other provisions form an attachment to the Agreement. Terms used but not defined herein shall have the meaning set forth in the COBS Rules.

I. Appointment of TINTL

RiverSource appoints TINTL and TINTL accepts such appointment to determine in its discretion, but consistent with the Funds’ investment objectives and policies and subject to the supervision and approval of RiverSource and of the Board, which securities (including both domestic and foreign securities) shall be purchased, held or sold and to execute or cause the execution of purchase and sell orders.

The investment objective of each Fund is intended only as an indication of a level of performance that TINTL will aim to achieve. It should not be construed as a warranty or assurance that TINTL will be able to achieve any particular level of performance or that TINTL will take any steps beyond the exercise of its normal investment judgment or process with a view to doing so. In particular, TINTL does not accept liability in the event that any investment objectives are not achieved, and RiverSource acknowledges that there is a material statistical risk that the investment objectives will not be met.

II. Incorporation of Prospectus and Statement of Additional Information

The Prospectuses and Statements of Additional Information for the Funds are hereby incorporated and shall be seen as forming part of this Attachment.

III. Portfolio Transactions and Commissions/Relevant Arrangements

TINTL is responsible for seeing that the Funds’ securities transactions are effected, for choosing the executing firms, and for determining the brokerage commissions to be paid to such firms in a manner and in accordance with the procedures and standards as set forth in, or as established in accordance with, the Advisory Agreement between the investment manager and the Funds. With regard to these executions, TINTL shall seek to secure best execution, defined as the best net results for the Funds, taking into consideration such factors as price, commission, dealer spread, size of order, difficulty of execution, operational facilities of the executing firm involved, that firm’s risk in positioning a block of securities and the overall benefits of supplemental investment research provided by such firm.

To the extent that any such securities transactions may be effected for the Funds with or through the agency of a person who provides such services under any relevant arrangement, such transactions shall be effected so as to seek to secure for the Funds best execution of the transactions disregarding any benefit which might inure directly or indirectly from the services or benefits provided under that arrangement, since such arrangements will relate solely to transactions in markets and on exchanges where commission rates are fixed.

IV. Investment

In currency transactions a movement of the exchange rate may have a separate effect, unfavorable as well as favorable, on the gain or loss otherwise experienced on the investment.

Services provided by TINTL may relate to Investments Not Readily Realisable. When such securities are not readily realisable; there can be no certainty that market makers will be prepared to deal in them, nor may they have proper information for determining their current value.

The Funds may invest in units in Collective Investment Schemes which, for the purposes of COBS Rules, are Unregulated Collective Investment Schemes.

The Funds may not acquire or dispose of units in a Collective Investment Scheme either operated or advised by TINTL or by an Associate of TINTL.

The Funds may not contain securities of which an issue or offer for sale was underwritten, managed or arranged by TINTL during the preceding twelve months. The Funds may, however, contain securities of which an issue or offer for sale was underwritten, managed or arranged by an Associate of TINTL during the preceding twelve months.

Subject to the extent permitted or not prohibited by any applicable law and subject to procedures established by the Funds’ Board and RiverSource of which TINTL is given notice, TINTL may effect transactions on behalf of the Funds with an Associate. In all Portfolio transactions so effected by TINTL, TINTL could be deemed by COBS Rules either to be effecting a transaction in which TINTL has a direct or indirect material interest, or a transaction which may involve a conflict with TINTL’s duty to the Funds.

TINTL may not commit the Funds to an obligation to underwrite any issue or offer for the sale of securities, but under certain securities laws the Funds may be deemed to be an underwriter where it purchases securities directly from the issuer and later resells them.

TINTL may effect transactions in derivatives for direct investment and efficient portfolio management purposes, including contingent liability investment transactions, and may settle or close out such transactions, and deposit the Funds’ assets, in accordance with the Prospectus and SAI.

Until RiverSource notifies TINTL otherwise, TINTL shall be permitted to effect transactions in derivative instruments to the extent permitted by the Funds’ Prospectuses and Statements of Additional Information. By entering into this Agreement, RiverSource acknowledges that it has read and understood the risk warnings in Appendix 1. RiverSource acknowledges that TINTL may send additional or updated risk warnings to RiverSource from time to time.

RiverSource shall inform TINTL of any restrictions regarding the markets in which transactions may be effected.

V. Administration

TINTL shall not, under any circumstance, act as custodian or trustee for the Funds, nor hold money, nor be the registered holder of the Funds’ registered investments nor be the custodian of documents or other evidence of title.

Either Ameriprise Trust Company, an Associate of TINTL, or JPMorgan Chase Bank, National Association, acts as Custodian with respect to each Fund. Ameriprise Trust Company has a subcustodial agreement with The Bank of New York, an entity not an Associate of TINTL.

RiverSource, an Associate of both TINTL and Ameriprise Trust Company, may procure that investments, documents of title, certificates evidencing title to investments and other property belonging to the Funds may be lent to a third party in accordance with a resolution of the Board but that money may not be borrowed on any Fund’s behalf against the investments documents, certificates or property hereinabove mentioned.

TINTL accepts no responsibility for the default of any such Custodian so appointed by the Board. The Board shall exercise all voting rights conferred on the owners of the securities in the Fund.

TINTL shall furnish to RiverSource monthly written reports on the valuation of the Funds, including both securities and cash and showing all investments, receipts, disbursements and other transactions involving the Funds during the accounting period and also showing the assets of the Funds held at the end of the period and their market values. Such reports do not include any measurement of performance.

TINTL has in operation a written procedure for the effective consideration and proper handling of complaints. Any complaint by, or on behalf of, the Funds should be sent in writing to:

Threadneedle International Limited

60 St. Mary Axe

London, United Kingdom EC3A 8JQ

For the attention of Compliance Director

VI. Termination

Termination shall be without prejudice to the completion of transactions initiated prior to such termination, said transactions being completed according to their terms. Termination shall occur in accordance with procedures established in the Subadvisory Agreement.

VII. Investment Management Fees

Pursuant to the COBS Rules regarding the supplement and abatement of fees, TINTL hereby acknowledges that for the performance of services contemplated by the Subadvisory Agreement, it shall receive only the compensation set out in the Subadvisory Agreement. Such compensation shall be payable in accordance with the agreed provisions regarding compensation to TINTL.

In circumstances where TINTL effects a transaction on behalf of the Funds with an Associate, that Associate may receive commissions; such commissions, however, would not supplement or abate TINTL’s above-mentioned agreed compensation.

VIII. Miscellaneous

Calls: Under the terms of the Subadvisory Agreement TINTL has the right for itself, its representatives, or its employees to make calls to RiverSource at appropriate times, with the caller identifying himself/herself at the start of the conversation.

APPENDIX 1

RISK WARNINGS: NOTICE IN RELATION TO DESIGNATED INVESTMENTS AND

ASSOCIATED RISKS

This notice is provided to you as a professional client in compliance with the rules of the Financial Services Authority (FSA).

This notice contains information about Designated Investments (as defined in the FSA rules), including guidance on and warning of the risks associated with those Designated Investments. It has been provided to you so that you are able to understand the nature and the risks of the service and the specific type of Designated Investment being offered and, consequently, take investment decisions on an informed basis.

This notice cannot disclose all the risks and other significant aspects of Designated Investments. You should not deal in these products unless you understand their nature and the extent of your exposure to risk and potential loss. You should also be satisfied that the Designated Investment is suitable for you in light of your circumstances and financial position. Certain strategies, such as a ‘spread’ position or a ‘straddle’, may be risky as a simple ‘long’ or ‘short’ position.

If a Designated Investment is composed of two or more different Designated Investments or services the associated risks are likely to be greater than the risks with any of the components.

1. Shares

A share is an instrument representing a shareholder’s rights in a company. Shares may be issued in bearer or registered form and may be certified or non-certified. One share represents a fraction of the company’s share capital. Dividend payments and an increase in the value of the security are both possible, although not guaranteed. The shareholder has financial and ownership rights that are determined by law and the issuing company’s articles of association. Unless otherwise provided, transfers of bearer shares do not entail any informalities. However, transfers of registered shares are often subject to limitations.

Dealing with shares may involve risks including but not limited to the following:

Company risk: a share purchaser does not lend funds to the company, but becomes a co-owner of the corporation. He or she thus participates in its development as well as in chances for profits and losses, which makes it difficult to forecast the precise yield on such an investment. An extreme case would be if the company went bankrupt, thereby wiping out the total sums invested.

Price risk: share prices may undergo unforeseeable price fluctuations causing risks of loss. Price increases and decreases in the short, medium, and long term alternate without it being possible to determine the duration of those cycles. General market risk must be distinguished from the specific risk attached to the company itself. Both risks, jointly or in aggregate, influence share prices.

3.	Dividend risk: the price per share mainly depends on the issuing company’s earnings and on its dividend policy. In case of low profits or losses, divided payments may be reduced or not made at all.

Penny Shares: Threadneedle may invest on your behalf in penny shares and you should therefore be aware that there is an extra risk of losing money when shares are bought in some smaller companies. There may be a big difference between the buying and selling price of these shares. If such penny shares have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up.

2. Bonds

Bonds are negotiable debt instruments issued in bearer or registered form by a company or a government body to creditors and whose par value at issuance represents a fraction of the total amount of debt. The duration of the debt as well as the terms and conditions of repayment are determined in advance. Unless stipulated otherwise, the bond is repaid either at the maturity date, by means of annual payments, or at different rates determined by drawing lots. The interest payments on bonds may be either, (i) fixed for the entire duration; or (ii) variable and often linked to reference rates (e.g. FIBOR or LIBOR). The purchaser of a bond (the creditor) has a claim against the issuer (the debtor).

Dealing in bonds may involve risks including but not limited to the following:

Insolvency risk: the issuer may become temporarily or permanently insolvent, resulting in its incapacity to repay the interest or redeem the bond. The solvency of an issuer may change due to one or more of a range of factors including the issuing company, the issuer’s economic sector and/or the political and economic status of the countries concerned. The deterioration of the issuer’s solvency will influence the price of the securities that it issues.

Interest rate risk: uncertainty concerning interest rate movements means that purchasers of fixed-rate securities carry the risk of fall in the prices of the securities if the interest rates rise. The longer the duration of the loan and the lower the interest rate, the higher a bond’s sensitivity to a raise in market rates.

Credit risk: the value of a bond will fall in the event of a default or reduced credit rating of the issuer. Generally, the higher the relative rate of interest (that is, relative to the interest rate on a risk-free security of similar maturity and interest rate structure), the higher the perceived credit risk of the issuer.

4.	Early redemption risk: the issuer of a bond may include a provision allowing early redemption of the bond if market interest rates fall. Such early redemption may result in a charge to the expected yield.

5.	Risks specific to bonds redeemable by drawing: bonds redeemable by drawing have a maturity that is difficult to determine, so unexpected changes in the yield on these bonds may occur.

Risks specific to certain types of bond: Additional risks may be associated with certain types of bond, for example floating rate notes, reverse floating rate notes, zero coupon bonds, foreign currency bonds, convertible bonds, reversible convertible notes, indexed bonds, and subordinated bonds. For such bonds, the issuance prospectus may contain further detail of additional risks. In addition, in the case of subordinated bonds, if the issuer becomes bankrupt, certain bonds will only be redeemed after repayment of all higher ranked creditors and as such there is a risk that you will not be reimbursed. In the case of reverse convertible notes, there is a risk that you will not be entirely reimbursed, but you will receive an amount equivalent to the underlying securities at maturity.

3. Warrants

A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying securities results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. It is essential for anyone who is considering purchasing warrants to understand that the right to subscribe that a warrant confers is invariably limited in time with the consequence that if the investor fails to exercise this right within the predetermined time-scale then the investment becomes worthless. You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities that is exercisable against someone other than the original issuer of the securities, often called a “covered warrant”).

4. Off-exchange Warrants

Transactions in off-exchange warrants may involve greater risk than dealing in exchange-traded warrants because there is no exchange market through which to liquidate your position, or to assess the value of the warrant or the exposure to risk. Bid and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what a fair price is.

5. Derivatives

Your portfolio may include exchange-traded and over-the-counter futures, options, indices, swaps, contracts for differences and other derivative instruments as part of its investment policy. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. These instruments are highly volatile and expose investors to a high risk of loss. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss that is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. The value of certain derivative instruments (such as credit default swaps) may also be linked to the creditworthiness of the issuers or underlying assets of such derivatives.

Further detail on certain derivative instruments is included below.

5.1 Futures

Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The “gearing” or “leverage” often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margining requirements, which are set out in Section 8.

5.2 Options

An option is a financial derivative that represents a contract sold by one party (the one writing the option) to another (the one buying the option). The buyer has the right, but not the obligation, to buy or sell a security or other financial assets at an agreed-upon price during a certain period of time or on a specific date.

There are many different types of options, with different characteristics, subject to the following conditions:

Buying Options: buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described under “Futures” and “Contingent Liability Investment Transactions”.

Writing Options: if you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset that you have contracted to sell (when the options will be known as “covered call options”) the risk is reduced. If you do not own the underlying asset (“uncovered call options”) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.

Traditional Options: certain London Stock Exchange member firms under special exchange rules write a particular type of option called a “traditional option”. These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an open position or to affect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk.

Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

5.3 Contracts for Differences

Futures and options contracts can also be referred to as contracts for differences. These can be options and futures on the FTSE 100 index or any other index, as well as currency and interest rate swaps. However, unlike other futures and options, these contracts can only be settled in cash. Investing in a Contract for Differences carries the same risks as investing in a future or an option and you should be aware of these as set out in Sections 5.1 and 5.2 respectively. Transactions in Contracts for Differences may also have a contingent liability and you should be aware of the implications of this as set out in Section 9.

5.4 Securitised Derivatives

These instruments may give a time-limited or an absolute right to acquire or sell one or more types of investment, which is normally exercisable against someone other than the issuer of that investment. Alternatively, they may give you rights under a contract for differences that allow for speculation on fluctuation in the value of the property of any description or an index, such as the FTSE 100 index. In both cases, the investment or property may be referred to as the “underlying investment”.

These instruments often involve a high degree of gearing or leverage, so that a relatively small movement in the price of the underlying investment results in a much larger movement, unfavourable or favourable, in the price of the instrument. The price of these instruments can therefore be volatile.

These instruments have a limited life, and may (unless there is some form of guaranteed return to the amount that you are investing in the product) expire worthless if the underlying instrument does not perform as expected.

You should only buy this product if you are prepared to sustain a total or substantial loss of the money that you have invested plus any commission or other transactional charges. You should consider carefully whether or not this product is suitable for you in light of your circumstances and financial position, and if in any doubt please seek professional advice.

5.5 Off-exchange Transactions in Derivatives

It may not always be apparent whether or not a particular derivative is arranged on exchange or in an off-exchange derivative transaction.

While some off-exchange markets are highly liquid, transactions in off-exchange or “non transferable” derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid prices and offer prices need not be quoted, and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what a fair price is.

6. Money Market Instruments

Short-term money market instruments, such as US Treasury bills, commercial paper, certificates of deposit, and repurchase agreements are not insured or guaranteed and by investing in such instruments you may lose some or all of your principal. Such instruments are also subject to interest rate, spread and credit risks (the value of the money market instrument will fall in the event of a default or reduced credit rating of the issuer).

7. Foreign Markets

Foreign markets will involve different risks from the UK markets. In some cases the risks will be greater. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.

Investments in emerging markets are exposed to additional risks, including accelerated inflation, exchange rate fluctuations, adverse repatriation laws and fiscal measures, and macroeconomic and political distress.

8. Exchange Rate Risk

A movement in exchange rates may affect, unfavourably as well as favourably, any gain or loss on an investment.

9. Contingent Liability Transactions

A contingent liability transaction is a transaction under the terms of which you will or may be liable to make further payments (other than charges) when the transaction falls to be completed or upon the earlier closing out of your position. These payments may or may not be secured by an amount in money (or represented by securities) deposited with a counterparty or a broker as a provision against loss on transactions made on account (a Margin).

Contingent liability investment transactions for which a Margin is deposited (in other words, which are Margined) require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately.

If you trade in futures, contracts for differences or sell options you may sustain a total loss of the Margin you deposit with Threadneedle to establish or maintain a position. If the market moves against you, you may be called upon to pay a substantial additional Margin at short notice to maintain the position. If you fail to do so within the time requires, your position may be liquidated at a loss and you will be responsible for the resulting deficit.

Even if a transaction is not Margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract. Save as specifically provided by the FSA, Threadneedle may only carry out Margined or contingent liability transactions with, or for you, if they are traded on or under the rules of a UK or non-UK exchange that is recognised by the FSA as suitable for use by UK investors (a Recognised or Designated Investment Exchange ). Contingent liability transactions that are not so traded may expose you to substantially greater risk.

10. Limited Liability Transactions

The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit. Nevertheless, even though the extent of loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial.

11. Collateral

If you deposit collateral as security with Threadneedle, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral, depending on whether you are trading on a Recognised or Designated Investment Exchange, with the rules of that exchange (and the associated clearing house) applying, or trading off-exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets that you deposited, and may have to accept payment in cash. You should ascertain from Threadneedle how your collateral will be dealt with.

12. Commissions

Before you begin to trade, you should obtain details of all commissions and other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment.

13. Non Readily Realisable Investments

Where the Designated Investments include any investments that are: (i) government or public securities; or (ii) securities other than those that are or will be admitted to official listing in an EEA state or that are or will be regularly traded on or under the rules of a regulated market or other exchange, there is no certainty that market makers will be prepared to deal in such investments and adequate information for determining the current value of such investments may be unavailable.

Real property and securities of entities dealing in real property may not always be readily saleable and their value can be a matter of opinion.

14. Securities that may be subject to Stabilisation

Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it.

The FSA allows stabilisation in order to help counter the fact that, when a new issue comes onto the market for the first time, the price can sometimes drop for a time before buyers are found.

Stabilisation is carried out by a “stabilisation manager” (normally the firm chiefly responsible for bringing a new issue to market). As long as the stabilisation manager follows a strict set of rules, it is entitled to buy back shares that were previously sold to investors or allotted to institutions that have decided not to keep the shares. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation.

The stabilisation rules: (1) limit the period when a stabilisation manager may stabilise a new issue; (2) fix the price at which it may stabilise (in the case of shares and warrants but not bonds); and (3) require it to disclose that it may stabilise but not that it is actually doing so.

The fact that a new issue or a related security is being stabilised should not be taken as any indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities.

15. Investments in Collective Investment Schemes

Where the Designated Investments include collective investment schemes, you should be aware of the potential exposure to the asset classes of underlying collective investment schemes in the context of all their investments. In respect of any services provided by Threadneedle relating to units in a regulated collective investment scheme, you may have no right to cancel any such transaction under the FSA rules.

16. Suspensions of Trading

Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

17. Clearing House Protections

On many exchanges, the performance of a transaction by Threadneedle (or a third party with whom Threadneedle is dealing on your behalf) is “guaranteed” by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, and may not protect you if Threadneedle or another party defaults on its obligations to you. On request, your firm must explain any protection provided to you under the clearing guarantee applicable to any on-exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments that are not traded under the rules of a Recognised or Designated Investment Exchange.

18. Insolvency

Threadneedle’s insolvency or default, or that of any other brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances you may not get back the actual assets that you lodged as collateral and you may have to accept any available payments in cash.

19. Unsolicited Real Time Communications

In the interests of the proper management and administration of the Funds, Threadneedle or its delegates, agents or employees may call upon you by telephone or visit or otherwise communicate with you without express invitation. The circumstances, if any, in which those communications may be made will be as agreed between the parties from time to time.

20. Packaged Products

Threadneedle may effect transactions in packaged products.

21. Overseas Business

Threadneedle may conduct investment business from an office outside the UK or may make an introduction or arrangements or give advice on investments with a view to overseas brokers or other third parties conducting investment business with you from an office outside the UK. Where this is the case, you should note that in some or all respects the regulatory system applying, including any compensation arrangements, may be different from that of the UK.

22. General

The value of investments and the income from them is not guaranteed and may fluctuate and the value of the funds at any time may be more or less than the initial value.

The market for some investments may be made by less than three independent market makers.

In-house funds may be subject to charges and expenses that are not made uniformly throughout the life of the investment.

You should also take note of and understand the risk factors included in the Prospectus for each Fund.

By signing this Agreement, you acknowledge that you have read, understood and accepted the risk warnings set out above.

APPENDIX 2

TINTL BUNDLED BROKERAGE ARRANGEMENTS

TINTL may effect transactions or arrange for the effecting of transactions through brokers with whom it has “bundled brokerage” arrangements. The benefits provided under such arrangements will assist TINTL in the provision of investment services to RiverSource. Specifically, TINTL may agree that a broker shall be paid a commission in excess of the amount another broker would have charged for effecting such transaction so long as, in the good faith judgement of TINTL, the amount of the commission is reasonable in relation to the value of the brokerage and other services received or paid for by such broker. Such services, which may take the form of research or execution-related services, may be used by TINTL in connection with transactions in which RiverSource will not participate.

Amendment Four

to Subadvisory Agreement

The Subadvisory Agreement, and Schedule A of the Subadvisory Agreement, between RiverSource Investments, LLC (“RiverSource Investments”) and Turner Investment Partners, Inc. (“Subadviser”) dated April 7, 2003, are amended as follows:

Agreement

All references to the “Fund” in the Agreement shall be, and hereby are, amended to be references to the “Fund(s)”, and as applicable shall mean those “Fund(s)” identified on Schedule A (as amended).

Notices. Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other:

Subadviser:

Turner Investment Partners, Inc.

1205 Westlakes Drive, Suite 100

Berwyn, PA 19312

Attention: Chris Reece

Turner Investment Partners, Inc.

1205 Westlakes Drive, Suite 100

Berwyn, PA 19312

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 678-7644

Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

Schedule A

Schedule A is amended to read as follows:

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 22 ^nd day of February, 2010.


RIVERSOURCE INVESTMENTS, LLC		TURNER INVESTMENT PARTNERS, INC.

By:	/s/ Patrick T. Bannigan	By:	/s/ Brian F. McNally
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	Brian F. McNally
	Printed		Printed

Title:	Senior Vice President, Asset Management, Products and Marketing	Title:	General Counsel
	Printed		CCO
			Printed

Amendment Three

to Subadvisory Agreement

Schedule A of the Subadvisory Agreement between RiverSource Investments, LLC (“RiverSource Investments”) and Turner Investment Partners, Inc. (“Subadviser”) dated April 7, 2003, is amended to read as follows:

Compensation pursuant to Paragraph 4 of the Subadvisory Agreement shall be calculated in accordance with the following schedule, with respect to assets that are subject to the Subadvisor’s investment discretion in the following funds:

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 10 ^th day of April, 2008.


RIVERSOURCE INVESTMENTS, LLC		TURNER INVESTMENT PARTNERS, INC.

By:	/s/ Patrick T. Bannigan Signature	By:	/s/ Brian F. McNally Signature


Name:	Patrick T. Bannigan Printed	Name:	Brian F. McNally Printed

Title:	Senior Vice President Asset Management Products and Marketing Printed	Title:	General Counsel & CCO Printed


Paula R. Meyer
Senior Vice President
Managing Director
RiverSource Investments, LLC
Ameriprise Financial Services, Inc.
596 Ameriprise Financial Center
Minneapolis, MN 55474
Tel: 612.678.1877
Fax: 612.671.7801		Amendment Two
paula.r.meyer@ampf.com		to Subadvisory Agreement

Compensation pursuant to Paragraph 4 of the Subadvisory Agreement shall be calculated in accordance with the following schedule, with respect to assets that are subject to the Subadviser’s investment discretion in the following funds:

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below.


RIVERSOURCE INVESTMENTS, LLC		TURNER INVESTMENT PARTNERS, INC.

By:	/s/ Paula R. Meyer Signature	By:	/s/ Thomas R. Trala, Jr. Signature
By:	/s/ Paula R. Meyer Signature	By:	/s/ Thomas R. Trala, Jr. Signature

	Paula R. Meyer Senior Vice President	Name:	/s/ Thomas R. Trala, Jr. Printed

		Title:	COO/CFO Printed

Amendment to

Subadvisory Agreement

Schedule A of the Subadvisory Agreement between American Express Financial Corporation (“AEFC”) and Turner Investment Partners, Inc. (“Subadviser”) dated April 7, 2003, is amended to read as follows:

Compensation pursuant to Paragraph 4 of the Subadvisory Agreement shall be calculated in accordance with the following schedule, with respect to assets that are subject to the Subadviser’s investment discretion in the following funds,:

[REDACTED DATA]

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 21 ^st day of July, 2003.


AMERICAN EXPRESS FINANCIAL CORPORATION			TURNER INVESTMENT PARTNERS, INC.

By:	/s/ Paula R. Meyer Signature	By:	/s/ John H. Grady Printed

	Paula R. Meyer	Name:	John H. Grady Printed
	Senior Vice President and	Name:	John H. Grady Printed
	General Manager – Mutual Funds

		Title:	Chief Operating Officer Printed

SUBADVISORY AGREEMENT

Agreement made as of the 7th day of April, 2003, by and between American Express Financial Corporation, a Delaware corporation (“AEFC”), and Turner Investment Partners, Inc., a Pennsylvania corporation (“Subadviser”).

WHEREAS the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS AEFC has entered into an Investment Management Services Agreement dated January 9, 2003 (the “Advisory Agreement”) with the Fund pursuant to which AEFC provides investment advisory services to the Fund.

WHEREAS AEFC desires to retain Subadviser to provide investment sub-advisory services to the Fund, and Subadviser is willing to render such investment sub-advisory services.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management. Subject to supervision by AEFC and the Fund’s Board of Directors (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser (the “Assets”) from time to time by AEFC (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to the Assets, and what portion of such assets will be invested in cash equivalents or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b).

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with AEFC or Subadviser and which may obtain compensation therefrom) selected by Subadviser in its discretion; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and SAI, or approved by the Board; conform with federal securities laws; and be consistent with “best execution” (securing the most favorable price and efficient execution available). The Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Within the framework of this policy, in selecting the broker-dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Consistent with any guidelines established by the Board, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a fund transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer — viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund.

(B)

(iv)

(v)

(b)

(c)

(d)

Documents and Information Provided to Subadviser . AEFC has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, will promptly deliver to it all future amendments and supplements, if any, will promptly advise Subadviser in writing, consistent with sub-paragraphs 1(a)(ii)(A), (B) and (D) hereof, of all instructions and directions of AEFC and the Fund’s Board and all procedures and standards set forth in or established in accordance with the Advisory Agreement, as may be established or amended from time to time, and will promptly deliver to or advise Subadviser in writing of any other information or materials relevant to Subadviser’s portfolio management responsibilities under this Agreement.

Compensation of Subadviser; Expenses . For the services provided and the expenses assumed pursuant to this Agreement, AEFC will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, from the Fund’s assets at the annual rates as a percentage of the Fund’s average daily net assets set forth in the attached Schedule A, which Schedule can be modified from time to time to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such month bears to the full month in which such effectiveness or termination occurs.

During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with rendering portfolio management services under this Agreement. Subadviser shall have no obligation to pay or liability with respect to all costs and expenses of the Fund’s operation, including but not limited to those for custody, interest, taxes, brokerage, transfer agency, dividend disbursement, accounting, pricing of shares, legal and auditing services, filing and registration, shareholder reports or shareholder meetings, the costs and expenses of the Adviser in overseeing the above or Subadviser, and any extraordinary costs or expenses such as relating to litigation against the Adviser or the Fund.

Liability of Subadviser . Subadviser agrees to perform faithfully the services required to be rendered to the Fund under this Agreement, but nothing herein contained shall make Subadviser or any of its officers, directors, or employees liable for any loss sustained by the Fund or its officers, directors, or shareholders, or any other person on account of the services which Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Subadviser against liability to the Fund or to any of its shareholders, to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect Subadviser from any liabilities which it may have under the 1933 Act or the 1940 Act.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment advisor under the Advisers Act of 1940 (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

(b)

(c)

(d)

Subadviser will promptly notify AEFC of any changes in the controlling shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Asset or senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser.

(e)

Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC; except that Subadviser may refer to the Fund and/or to AEFC in its listings of clients and may include the Assets in its listing of assets under management.

7.	Representations of AEFC . AEFC represents and warrants as follows:

(a)

AEFC (i) is registered as an investment advisor under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Subadviser of the occurrence of any event that would disqualify AEFC from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. AEFC also represents and warrants that the Subadviser has been duly appointed by the Board and/or Fund shareholder action, that the Fund and/or the corporation of which it is a series is duly organized, validly existing and is in good standing under the laws of the state of its incorporation, and that to the best of its knowledge the Fund is in compliance and shall at all times use its best efforts to comply with applicable federal and state law and regulation.

(b)

8.	Liability and Indemnification .

(a)

Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by AEFC that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which AEFC may have under any securities laws.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, AEFC and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser as a result of any error of judgment or mistake of law by AEFC with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of AEFC for, and AEFC shall indemnify and hold harmless Subadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of AEFC in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to AEFC which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon written information furnished to AEFC or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by AEFC or the Fund.

(c)

to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

10.

Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of any of Subadviser’s directors, officers, or employees who may also be a director, officer, or employee of the Fund 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, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual, or association.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Turner Investment Partners, Inc.

1205 Westlakes Drive, Suite 100

Berwyn, PA 19312

Attn: Amy Duling, Intermediary Distribution Group – National Account Director

Fax: 610-786-0822

With a copy to:

John H. Grady

Chief Operating Officer and General Counsel

Turner Investment Partners, Inc.

1205 Westlakes Drive, Suite 100

Berwyn, PA 19312

Fax: 484-329-2668

AEFC:

Vice President – Product Development and Research

American Express Financial Corporation

435 AXP Financial Center

Minneapolis, MN 55474

Fax: 612-671-7801

with a copy to:

H. Bernt von Ohlen

Vice President and Group Counsel

American Express Financial Advisors Inc.

50606 AXP Financial Center

Minneapolis, MN 55474

Fax: 612-671-3767

13.	Amendments . No material provision of this Agreement may be amended unless by mutual consent of the parties hereto, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

Assignment . No assignment (as defined in the 1940 Act) shall be made by AEFC or the Subadviser without the prior written consent of the other. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of AEFC or the Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

Confidentiality . Each party agrees that it will treat confidentially all information provided by another party regarding the other party’s business and operations, including without limitation the investment activities or holdings of a Fund. All confidential information provided by a party hereto shall not be disclosed to any unaffiliated third party without the prior consent of the providing party. The foregoing shall not apply to any information that is public when provided or thereafter becomes public or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction, by any auditor of a party, pursuant to judicial or administrative process or otherwise in accordance with applicable law or regulation.

22.	Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original.

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.


AMERICAN EXPRESS FINANCIAL CORPORATION		TURNER INVESTMENT PARTNERS, INC.

By:	/s/ Paula R. Meyer Signature	By:	/s/ John H. Grady Signature


Name:	Paula R. Meyer Printed	Name:	John H. Grady Printed

Title:	Senior Vice President and General Manager - Mutual funds	Title:	Chief Operating Officer

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 19 ^th day of June, 2013 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Victory Capital Management Inc., a New York corporation (“Subadviser”).

WHEREAS, the fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is August 1, 2013.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties.

(a)

Portfolio Management. Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-l(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

1 | Page

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable.

2 | Page

(B)

Aggregation of Trades. Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

3 | Page

and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that will enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

Maintenance of Records. Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

Insurance and Code of Ethics. Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

(e)

(f)

4 | Page

Confidential Information refers to confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement (“Fund Portfolio Information”), and any other information provided to a party that is designated as Confidential Information. Each party hereby agrees to restrict access to the other party’s Confidential Information to its attorneys, and employees and agents who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination; (5) or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

5 | Page

Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

Expenses. During the term of this Agreement, other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund, Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared

6 | Page

pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser. Subadviser represents and warrants as follows:

(a)

7 | Page

regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

(d)

7.	Representations of Investment Manager. Investment Manager represents and warrants as follows:

(a)

8 | Page

regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification.

(a)

9 | Page

“1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable and, except for errors resulting from reasonable reliance on such information. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in 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 Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

10 | Page

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder toward the Fund; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Investment Manager or the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation

11 | Page

by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment, if required to do so by the terms herein.

9.	Duration and Termination.

(a)

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (3) upon 30 days written notice to the Investment Manager if, in the reasonable judgment of the Subadviser, Investment Manager becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Investment Manager or other circumstances that could adversely affect Subadviser’s management of the Fund. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

the duration of the Agreement, including, but not limited to, paragraphs l(a)(iv)(a), l(d), l(e), l(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

12 | Page

10.

11.

12.	Notices. Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Jason S. Knapp

Relationship Manager

Victory Capital Management Inc.

4900 Tiedeman Road, 4 ^th Floor

Brooklyn, OH 44144

Mailcode: OH-01-49-0407

Tel: (216) 898-2432

Fax: (216) 370-5799

Cell: (440) 263-1587

E-mail: jknapp@vcm.com

13 | Page

Investment Manager:

Christopher Thompson

Senior Vice President - Head of Intermediary Distribution, Marketing and Products

225 Franklin Street

Boston, Massachusetts 02110

Tel:

(617) 385-9525

Fax:

(617) 385-9529

E-mail: christopher.c.thompson@columbiamanagement.com

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel:

(612) 671-4321

Fax:

(612) 671-2680

E-mail: christopher.o.petersen@ampf.com

13.	Amendments. This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

Assignment. No assignment of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

Governing Law. This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of federal law, the latter shall control.

16.	Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

14 | Page

17.

Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18.

Interpretation. Any questions 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 in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

19.	Headings. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

15 | Page

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.


Columbia Management Investment Advisers, LLC		Victory Capital Management Inc.

By:	/s/ Christopher Thompson	By:	/s/ Michael Policarpo
	Signature		Signature

Name:	Christopher Thompson	Name:	Michael Policarpo
	Printed		Printed

Title:	Senior Vice President-Head of Intermediary Distribution, Marketing and Products	Title:	CFO

16 | Page

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

17 | Page

SUBADVISORY AGREEMENT

Agreement made as of the 8th day of April, 2010 by and between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Wells Capital Management Incorporated, a California corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on May 10, 2010.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1. Subadviser’s Duties.

(a)

Portfolio Management. Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-l(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

(iii)

Portfolio Transactions.

(A)

Trading. With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

Aggregation of Trades. Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

(v)

(b)

her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-l of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-l of the 1940 Act.

(c)

Maintenance of Records. Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

Insurance and Code of Ethics. Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

(e)

(f)

Investment Manager’s Duties. Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser. Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. In the event that (a) either (i) there is a change of control of Subadviser; (ii) a change to the membership of the Subadviser’s portfolio management team assigned to the Fund and named in the Fund’s registration statement occurs or (iii) there is a material change to the Fund’s investment strategies, including the Subadviser’s buy/sell strategies, provided that such change is caused by Subadviser (collectively “Changes”), (b) applicable laws require immediate disclosure of such Changes in the prospectus or any required regulatory documents, and (c) at the time of notification to the Fund or Investment Manager by the Subadviser of such Change, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Change to a pending supplement, Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement addressing such Change, which includes preparation, filing, printing, and distribution (including mailing) of the supplement; provided that Subadviser shall reimburse Investment Manager for reasonable expenses for Changes but only to the extent these expenses do not exceed, in the aggregate over a 12-month rolling period, 1/12 (one-twelfth) of the annual compensation that Subadviser receives over that same 12-month rolling period (defined as the 12-month period immediately preceding the occurrence of the Change, excluding the month in which the Change occurs or, in the event that 12 months have not elapsed since the effective date of the Agreement, then the projected amount of such fees for a 12-month period based on the fee schedule at the time applied to the monthly average assets during the period from the effective date of the Agreement to the date of the supplement announcing the Change multiplied by the number of months (or portion

thereof) needed to complete 12 months); and further provided that in the case of (a)(ii) any such supplement mailing will not be a mailing to all Fund shareholders as of the effective date of such supplement, but will only be a mailing to Fund shareholders investing in the Fund as of and after the effective date of such Fund. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of its Form ADV Part II which includes all amendments to Investment Manager at least annually.

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

(c)

(d)

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise directly, and only to the extent, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if (A) such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein and (B) Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any negligent act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund., except to the extent that Subadviser or its affiliates instructed such custodian, broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

Notwithstanding the foregoing, in no event shall the Subadviser be liable to the Fund or the Investment Manager for special, indirect or consequential damages.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund. Notwithstanding the foregoing, in no event shall the Fund or the Investment Manager be liable to the Subadviser for special, indirect or consequential damages.

(c)

satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs l(a)(iv)(a), l(d), l(e), l(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. In the event that this Agreement shall be terminated for any reason, and in the event a new or successor Agreement with Subadviser is not concluded, Investment Manager understands that it must immediately take all steps necessary to delete the name “Wells Fargo” from the Fund’s name and any other reference in all materials (including Investment Manager’s website) and cease any and all use of the name “Wells Fargo.”

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Wells Capital Management, Inc.

Client Administration

MAC: N9882-002

100 Heritage Reserve

Menomonee Falls, WI 53051

Fax: 866-671-5539

with a copy to:

Wells Capital Management Inc.

MAC A0103-103

525 Market St.

10 ^th Floor

San Francisco, CA 94105

Fax: 866-671-5539

Investment Manager:

Joseph Nee

Vice President Product Management and Development

RiverSource Investments, LLC

1489 Ameriprise Financial Center

Minneapolis, MN 55474

Tel:

(612) 678-7644

Fax:

(612) 671-7801

with a copy to:

Christopher O, Petersen

Vice President and Group Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel:

(612) 671-4321

Fax:

(612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


RiverSource Investments, LLC		Wells Capital Management Incorporated

By:	/s/ Patrick T. Bannigan	By:	/s/ Matt Martz
	Signature		Signature

Name:	Patrick T. Bannigan	Name:	Matt Martz
	Printed		Printed

Title:	Senior Vice President – Asset Management, Products and Marketing	Title:	Client Service Manager

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 29 ^th day of September, 2010, by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), Winslow Capital Management, Inc., a Minnesota corporation (“Subadviser”), and Subadviser’s parent, Nuveen Investments, Inc., a Delaware corporation (“Nuveen”) (solely for purposes of Section 9(b) and 11(b) hereof).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, Subadviser will begin to provide investment advisory services to the Fund pursuant to this Agreement effective November 17, 2010.

WHEREAS, effective from the date hereof, Subadviser shall not enter into an agreement with another investment company registered under the 1940 Act managed comparably to the Fund that provides for subadvisory fees at fee rates that are more favorable than the fee rates payable by the Investment Manager to the Subadviser with respect to Subadviser’s management of the Fund, unless such more favorable fee rates are offered to the Investment Manager and are deemed to be the applicable fee rates under the Agreement upon Investment Manager’s acceptance of such more favorable fee rates.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties.

(a)

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund, although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

(iii)

Portfolio Transactions .

(A)

excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

Affiliated Transactions . Subadviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the Fund’s assets and shall provide Investment Manager with such additional information as Investment Manager may reasonably request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s) . As requested, Subadviser shall timely provide to Investment Manager information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act thereon, in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time such certifications as may be reasonably requested by the Fund or Investment Manager to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which is needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a)(iv) hereof.

(d)

(e)

of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Subadviser will restrict access to the Portfolio Information to those employees of Subadviser who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent Subadviser from disclosing Portfolio Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3) that is approved in writing by Investment Manager for disclosure; (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as Subadviser provides (to the extent permitted under applicable law) Investment Manager with prompt written notice of such requirement prior to any such disclosure; provided, however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates of Subadviser that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser who owe a duty of confidentiality to Subadviser. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets set forth in the attached Schedule A, which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

subadvisers, if applicable, each require a supplement simultaneously, the expense (including the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages in the combined supplement required by each such subadviser. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund. Investment Manager agrees to use reasonable efforts, consistent with its responsibilities under applicable regulations, to notify shareholders of any Changes (i) through the annual update to the Fund’s prospectus, (ii) through supplements generated by the Fund that may be pending or reasonably anticipated at the time of such Changes, (iii) through supplements combined with supplements from other subadvisers that may be pending or reasonably anticipated as the time of such Changes or (iv) through supplements that are distributed to shareholders with other Fund mailings, in which case Subadviser would not bear the expense of such supplements.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations, Warrants and Covenants of Subadviser . Subadviser represents, warrants and covenants as follows:

(a)

enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus which is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently filed with the SEC, and hereafter will furnish to Investment Manager its Form ADV on an annual basis and will promptly furnish to Investment Manager any interim amendments thereto.

(d)

Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

7.	Representations, Warranties and Covenants of Investment Manager . Investment Manager represents, warrants and covenants as follows:

(a)

of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund on a representative client list, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The Board has approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless Investment Manager Indemnitees against, any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 hereof; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in a material error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue in effect until September 29, 2012 so long as such continuance is specifically approved in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(e), 1(f), 8(a), 8(b), 8(c), 16, 17, and 19, shall survive such termination of the Agreement.

10.

11.	References to Subadviser and Nuveen .

(a)

Subadviser hereby grants to Investment Manager during the term of this Agreement the right and license to use Subadviser’s name and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAIs, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

(b)

Nuveen hereby grants to Investment Manager during the term of this Agreement the right and license to use Nuveen’s name in the name of the Fund.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Winslow Capital Management, Inc.

4720 IDS Tower

80 South Eighth Street

Minneapolis, MN 55402

Attn: Clark J. Winslow

Tel: (612) 376-9107

Fax: (612) 376-9111

with a copy to:

Attn: Jean A. Baillon

Tel: (612) 376-9122

Fax: (612) 376-9111

Investment Manager:

Christopher Thompson

Senior Vice President and Head of Products Marketing

Columbia Management Investment Advisers, LLC

1 Financial Center

Boston, MA 02111

Tel: (617) 772-3012

Fax: (617) 772-3499

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.


Columbia Management Investment Advisers, LLC		Winslow Capital Management, Inc.

By:	/s/ Christopher Thompson	By:	/s/ Clark J. Winslow
	Signature		Signature

Name:	Christopher Thompson	Name:	Clark J. Winslow
	Printed		Printed

Title:	Senior Vice President Head	Title:	CEO
	of Products & Marketing

Nuveen Investments, Inc.

By:	/s/ Kevin J. McCarthy
	Signature

Name:	Kevin J. McCarthy
	Printed

Title:	Managing Director

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

[REDACTED DATA]

LOGO

Global Custody Agreement – JPMCB New York – General – December 2010

Table of Contents


1.	INTENTION OF THE PARTIES; DEFINITIONS	1

1.1	Intention of the Parties	1

1.2	Definitions; Interpretation	1

2.	WHAT THE BANK IS REQUIRED TO DO	5

2.1	Set Up Accounts	5

2.2	Cash Account	6

2.3	Segregation of Assets; Nominee Name	7

2.4	Settlement of Transactions	7

2.5	Contractual Settlement Date Accounting	8

2.6	Actual Settlement Date Accounting	9

2.7	Income Collection (AutoCredit ^® )	9

2.8	Miscellaneous Administrative Duties; Fractional Interests	9

2.9	Corporate Actions	10

2.10	Class Action Litigation	11

2.11	Proxies	11

2.12	Statements of Account	12

2.13	Access to Bank’s Records	12

2.14	Maintenance of Financial Assets at Subcustodian Locations	13

2.15	Tax Relief Services	14

2.16	Foreign Exchange Transactions	14

2.17	Notifications	14

2.18	Service Level Agreement	14

2.19	Supervision	14

2.20	Compliance	15

Global Custody Agreement – JPMCB New York – General – December 2006


3.	INSTRUCTIONS	15

3.1	Acting on Instructions; Method of Instruction and Unclear Instructions	15

3.2	Verification and Security Procedures	15

3.3	Instructions; Contrary to Law/Market Practice	16

3.4	Cut-Off Times	16

3.5	Electronic Access	16

4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK	17

4.1	Fees and Expenses	17

4.2	Overdrafts	17

4.3	Bank’s Right Over Securities; Set-off	17

5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS	19

5.1	Appointment of Subcustodians; Use of Securities Depositories	19

5.2	Liability for Subcustodians	20

6.	ADDITIONAL PROVISIONS RELATING TO CUSTOMER	21

6.1	Representations of Customer and Bank	21

6.2	Customer is Liable to Bank Even if it is Acting for Another Person	22

7.	WHEN BANK IS LIABLE TO CUSTOMER	22

7.1	Standard of Care; Liability	22

7.2	Force Majeure	24

7.3	Bank May Consult With Counsel	24

7.4	Bank Provides Diverse Financial Services and May Generate Profits as a Result	25

7.5	Assets Held Outside Bank’s Control	25

7.6	Ancillary Services	25

8.	TAXATION	26

8.1	Tax Obligations	26

8.2	Tax Relief Services	26

9.	TERMINATION	27

Global Custody Agreement – JPMCB New York – General – December 2006


9.1	Termination	27

9.2	Exit Procedure	30

10.	MISCELLANEOUS	31

10.1	Notifications	31

10.2	Successors and Assigns	31

10.3	Interpretation	31

10.4	Entire Agreement	31

10.5	Information Concerning Deposits at Bank’s London Branch	32

10.6	Insurance	32

10.7	Security Holding Disclosure	32

10.8	USA PATRIOT Act Disclosure	32

10.9	Governing Law and Jurisdiction	33

10.10	Severability; Waiver; and Survival	33

10.11	Confidentiality	34

10.12	Counterparts	35

10.13	No Third Party Beneficiaries	35


Schedule A		List of Customers
Schedule A-1		Additional Customers
Schedule A-2		Schedule A-2 Customers
Schedule A-3		Schedule A-3 Customers
Schedule A-4		Schedule A-4 Customers
Schedule B		Revenue Base Fees for Schedule A-3 Customers
Schedule 1-A		List of Subcustodians and Markets Used by the Bank
Schedule 1-B		J.P. Morgan Worldwide Securities Services Custody Restricted Markets Schedule
Schedule 2		Persons Authorized to Give Instructions
Schedule 3		Authorized Fund Managers/Advisers
Schedule 4		Form of Board Resolution
Schedule 5		Electronic Access
Exhibit A		List of CSDA Markets

Global Custody Agreement – JPMCB New York – General – December 2006

SECOND AMENDED AND RESTATED

MASTER GLOBAL CUSTODY AGREEMENT

This Agreement, dated March 7, 2011, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“Bank”), with a place of business at One Chase Manhattan Plaza, New York, New York, 10005, and each entity listed on Schedule A hereto that signs this Agreement or a separate addendum in the form attached to this Agreement on behalf of itself and each of the funds listed under its name on Schedule A, as applicable, severally and not jointly, with a place of business at 50606 Ameriprise Financial Center, Minneapolis, MN 55474 (each such fund hereinafter, a separate and distinct “Customer”). All references to a particular Customer should be deemed also to be a reference to any entity of which the Customer is a series. All references to the board of or any officer of a Customer shall also be interpreted to mean the board or officer of any entity of which the Customer is a series.

1.	INTENTION OF THE PARTIES; DEFINITIONS

1.1

Intention of the Parties

(a)

This Agreement sets out the terms on which Bank will be providing custodial, settlement and other associated services to the Customer. Bank will be responsible for the performance of only those duties set forth in this Agreement.

(b)

Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special features. The Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services under this Agreement and will not be liable for any losses resulting from Country Risk.

(c)

It is the intention of the parties that Bank will be the exclusive provider of custodial, settlement and other associated services to the Customer (other than custody services with respect to tri-party repurchase agreements, for which Customer may use an alternative custodian).

(d)

Although the Bank and each Customer have executed this Agreement in the form of a joint agreement for administrative convenience, this Agreement shall create a separate Agreement for each Customer as though Bank had executed a separate Agreement with each Customer. No rights, responsibilities or liabilities of any Customer shall be attributed to any other Customer.

1.2

Definitions; Interpretation

(a) As used herein, the following terms have the meaning hereinafter stated.

“Account” has the meaning set forth in Section 2.1 of this Agreement.

“Additional Customer” shall mean those Customers set forth on Schedule A-1 and any Customer who becomes a party to this Agreement pursuant to the Addendum to Master Custody Agreement attached hereto.

“Affiliate” means an entity controlling, controlled by, or under common control with, Bank or Customer, as applicable.

“Affiliated Subcustodian ” means a Subcustodian that is an Affiliate.

“Applicable Law” means any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.

“Authorized Person” means any person who has been designated by written notice from the Customer substantially in the form of Schedules 2 or 3 (or another format mutually agreed to by Customer and Bank) as the case may be (or by written notice substantially in the form of Appendix A from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf of the Customer under this Agreement and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of Instructions. Such persons will continue to be Authorized Persons until such time as Bank receives and has had reasonable time to act upon updated Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person. Any reference in this Agreement to an Instruction being delivered by the Customer must be delivered by an Authorized Person.

“Bank Indemnitees ” means Bank, its Affiliates, its Subcustodians, and their respective nominees, directors, officers, employees and agents.

“Bank’s London Branch ” means the London branch office of JPMorgan Chase Bank, N.A.

“Cash Account” has the meaning set forth in Section 2.1(a)(ii).

“Confidential Information” means and includes all non public information concerning the Customer or the Accounts (including portfolio holdings information) which the Bank receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than the Bank’s breach of the terms of this Agreement or information which the Bank obtains on a non confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information or information that Bank can demonstrate, from written records, has been or is independently developed or obtained by Bank through Bank custody employees none of whom had access to Confidential Information.

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that require discretionary action by the

beneficial owner of the security, but does not include rights with respect to class action litigation or proxy voting.

“Country Risk” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody, tax and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

“Entitlement Holder” means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

“ Financial Asset” means a Security and refers, as the context requires, either to the asset itself or to the means by which a person’s claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. “Financial Asset” does not include cash.

“Instructions” means instructions that have been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which Bank reasonably believes in good faith to have been given by an Authorized Person in the manner specified next to their name in the relevant Schedule.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on Bank’s income) or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements), provided that fees due in accordance with this Agreement that are subject to bona fide dispute shall not be considered Liabilities until the completion of the process described in Section 4.1.

“Revenue Base Fee” means (i) with respect to each Schedule A-3 Customer, the amount set forth for such Schedule A-3 Customer on Schedule B hereto; and (ii) with respect to each Schedule A-4 Customer, the Bank’s actual fees for services rendered during the immediately preceding one-year period of the Initial Term.

“Schedule A-2 Customers” means each Customer set forth on Schedule A-2 to this Agreement.

“Schedule A-3 Customers” means each Customer set forth on Schedule A-3 to this Agreement.

“Schedule A-4 Customers” means each Customer set forth on Schedule A-4 to this Agreement.

“Securities” means shares, stocks, debentures, bonds, notes, U.S. exchange-traded derivatives, structured notes, loans or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or

subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets or other obligations of an issuer or counterparty, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.

“Securities Account” means each Securities custody account on Bank’s records to which Financial Assets are or may be credited under this Agreement.

“Securities Depository” means (i) when referring to a securities depository located outside the United States, an “Eligible Securities Depository” as defined in the Mutual Fund Rider to this Agreement; and

(ii) when referring to a securities depository located in the United States, a securities depository as defined in Rule 17f-4(c)(6) under the Investment Company Act of 1940.

“Securities Entitlement” means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.

“Securities Intermediary” means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity.

“Security Procedure ” means security procedures to be followed by the Customer upon the issuance of an Instruction and/or by Bank upon the receipt of an Instruction, so as to enable Bank to verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties. A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption or telephone call backs, and may be updated by Bank from time to time upon notice to the Customer. The Customer acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of the Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utility’s customary procedures, shall be deemed to be an authorized Instruction.

“Subcustodian” means any of the subcustodians appointed by Bank from time to time to hold Securities and act on its behalf in different jurisdictions (and being at the date of this Agreement the entities listed in Schedule 1) and includes any Affiliated Subcustodian.

“ Transfer Agent ” means Columbia Management Investment Services Corp. or any successor transfer agent appointed by the Customer.

“ Transfer Accounts ” means the clearing accounts opened by Transfer Agent with Bank to process purchases and redemptions for the Customer so that monies transferring into and out of such clearing accounts can be made as a single net payment or receipt by the Bank.

“ Transfer Account Liabilities ” means with respect to any Customer, that portion of any overdraft, obligation, or other amount owing to the Bank arising under any of the Transfer Accounts that are directly attributable to transactions relating to that Customer, including purchases and redemptions of shares of the Customer.

(b) Headings are for reference and convenience only and are not intended to affect interpretation.

(c) References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear.

(d) Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term “including” shall be deemed to mean “including but not limited to,” and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference.

2.	WHAT THE BANK IS REQUIRED TO DO

2.1

Set Up Accounts

(a)

Bank will establish and maintain the following accounts (“Accounts”):

(i)

one or more Securities Accounts in the name of Customer (or in another name requested by the Customer that is acceptable to Bank) for Financial Assets, which may be held by Bank, or a Subcustodian or Securities Depository for Bank, on behalf of the Customer, including as an Entitlement Holder; and

(ii)

one or more accounts in the name of Customer (or in another name requested by the Customer that is acceptable to Bank) (“Cash Account”) for any and all cash in any currency received by or on behalf of Bank for the account of Customer.

Notwithstanding subsection 2.1(a)(ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or Securities Depository will be held in that manner and will not be part of the Cash Account.

(b)

At the request of Customer, additional Accounts may be opened in the future, which will be subject to the terms of this Agreement.

(c)

Bank’s obligation to open Accounts pursuant to Section 2.1(a) is conditional upon Bank receiving such of the following documents as Bank may require:

(i)

a certified copy of the Customer’s constitutional documents as currently in force;

(ii)

a certified copy of a resolution of the Customer’s board of directors or equivalent governing body, substantially in the form set out in Schedule 4;

(iii)

Bank’s standard form fund manager mandate (in the form set out in Appendix A), completed by any persons designated in Schedule 3; and

(iv)

in the case of any Account opened in a name not that of the Customer, documentation with respect to that name similar to that set forth in sub-sections (i) – (iii).

(d)

In the event that Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer to a securities exchange, clearing corporation or other central counterparty (a “Counterparty”) to secure trading activity by the Customer, or the pledge to a Counterparty of cash or Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between the Bank and the Counterparty with respect to such trading activity by the Customer in addition to the terms of this Agreement.

(e)

Bank reserves the right, immediately upon notice to Customer, to reverse any transactions that were credited to the Accounts due to mis-postings, errors or other similar causes.

2.2

Cash Account

(a)

Any amount standing to the credit of the Cash Account is a debt due from Bank, as banker, to Customer. Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at Bank or at Bank’s London Branch. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

(b)

Any amounts credited by Bank to the Cash Account on the basis of a notice or an interim credit from a third party, may be reversed if Bank

does not receive final payment in a timely manner. Bank will notify the Customer promptly of any such reversal.

2.3

Segregation of Assets; Nominee Name

(a)

Bank will identify in its books that Financial Assets credited to Customer’s Securities Account belong to Customer (except as otherwise may be agreed by Bank and Customer).

(b)

To the extent permitted by Applicable Law or market practice, Bank will require each Subcustodian to identify in its own books that Financial Assets held at such Subcustodian by Bank as custodian on behalf of Customer and its other customers belong to Bank’s customers, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.

(c)

Bank is authorized, in its discretion,

(i)

to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form;

(ii)

to hold Securities in or deposit Securities with any Securities Depository;

(iii)

to hold Securities in omnibus accounts on a fungible basis and to accept delivery of Securities of the same class and denomination as those deposited with Bank or its Subcustodian;

(iv)

to register in the name of Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form; and

(v)

to hold shares of registered mutual funds or other commingled funds on the books of the transfer agent for such funds.

2.4

Settlement of Transactions

Subject to Article 3 and Section 4.2 of this Agreement, Bank will act in accordance with Instructions with respect to settlement of transactions. Absent Instructions to the contrary, settlement will be conducted in accordance with prevailing standards of the market in which the transaction occurs, provided that such standards exist and are generally accepted by Institutional Clients. For the avoidance of doubt, such prevailing standards shall be deemed to include any practices regarding delivery against payment or delivery in advance of payment that may be prevailing in the applicable market for the type of transaction being settled. Without limiting the generality of the foregoing, Customer authorizes Bank to deliver Securities or payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in

connection with such delivery or payment, and Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or wilful misconduct of Bank, and the risk of loss arising from any such action will be borne by Customer; provided, however, unless otherwise directed by Customer, the risk of loss will be Bank’s if it makes a delivery before payment in a market where delivery versus payment is the prevailing standard and is generally accepted by Institutional Clients. In the case of the failure of Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, Bank will contact the counterparty to seek settlement at the direction of the Customer and will promptly notify the Customer of such failure. Bank shall forward to Customer’s investment manager all documentation related to such settlement promptly upon the request of the Customer. For the purpose of this Section 2.4, “Institutional Clients” means U.S. registered investment companies, U.S.-based commercial banks, insurance companies, pension funds or financial institutions substantially comparable to the Customer.

2.5

Contractual Settlement Date Accounting

(a)

Unless otherwise directed by Customer, Bank will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement of transactions in those markets where Bank generally offers contractual settlement date accounting.

(i)

Sales: On the settlement date for a sale, Bank will credit the Cash Account with the proceeds of the sale and, if not already delivered, transfer the relevant Financial Assets to an account at Bank pending settlement of the transaction.

(ii)

Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank will debit the Cash Account for the settlement amount and credit a separate account at Bank. Bank then will post the Securities Account as awaiting receipt of the expected Financial Assets. Customer will not be entitled to the delivery of Financial Assets until Bank or a Subcustodian actually receives them.

The list of markets for which Bank provides contractual settlement date accounting as of the date of this Agreement is attached as Exhibit A. Bank may add markets to or remove markets from such list upon written notice (which may be in the form of NewsFlash communication sent via emails) to the Customer.

(b)

Bank may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon oral or written notice to the Customer in cases where Bank reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. The

Customer will be responsible for any Liabilities resulting from such reversal, unless such Liabilities were caused by the negligence, fraud or wilful misconduct of Bank. The Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer.

2.6

Actual Settlement Date Accounting

With respect to settlement of a transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and settled by Bank.

2.7

Income Collection (AutoCredit ^® )

(a)

Bank will monitor information publicly available in the applicable market about forthcoming income payments on the Financial Assets, and will promptly notify the Customer of such information.

(b)

Bank will credit the Cash Account with income proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld by Bank or any third party (“AutoCredit”) in those markets where Bank customarily provides an AutoCredit service. Upon request, Bank shall provide the Customer with a list of AutoCredit eligible markets. Bank may add markets to or remove markets from the list of AutoCredit markets upon written notice to the Customer that is reasonable in the circumstances. Bank may reverse AutoCredit credits upon prompt oral or written notification to the Customer if Bank believes that the corresponding payment will not be received by Bank within a reasonable period or the credit was incorrect. Promptly upon Customer’s request, Bank shall provide Customer’s investment manager with all documentation related to any such reversal of credits.

(c)

In markets where Bank does not provide an AutoCredit service, income on Financial Assets (net of any taxes withheld by Bank or any third party) will be credited only after actual receipt and reconciliation by Bank.

(d)

Bank will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and will promptly notify the Customer of the late payment and will provide Customer’s investment manager all documentation related to any such late payment.

2.8

Miscellaneous Administrative Duties; Fractional Interests

(a)

Until Bank receives Instructions to the contrary, Bank will:

(i)

present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise

matured, and all income and interest coupons and other income items that call for payment upon presentation;

(ii)

execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and

(iii)

exchange interim or temporary documents of title held in the Securities Account for definitive documents of title.

(b)

In the event that, as a result of holding of Financial Assets in an omnibus account, Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, Bank will credit Customer with the amount of cash it would have received had the Financial Assets not been held in an omnibus account, and Customer shall relinquish to Bank its interest in such fractional interests.

(c)

If some, but not all, of an outstanding class of Financial Assets is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such a class of Financial Assets on a pro rata basis or in a similar manner Bank deems fair and equitable.

2.9

Corporate Actions

(a)

Bank will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. Bank also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. Bank will promptly provide that information (or summaries that accurately reflect the material points concerning the applicable Corporate Action) to Customer or its Authorized Person. Such notice will clearly identify the timeframe in which Customer shall provide Instructions in relation to such Corporate Action.

(b)

Bank will act in accordance with Instructions in relation to such Corporate Actions. If the Customer fails to provide Bank with Instructions with respect to any Corporate Action within the timeframe set forth in the notification Bank provides under 2.9(a) with respect to that Corporate Action, neither Bank nor its Subcustodians or their respective nominees will be required to take any action in relation to that Corporate Action, except as otherwise agreed in writing by Bank and the Customer (including pursuant to a standing Instruction) or as may be set forth by Bank as a default action in the notification it provides under Section 2.9(a) with respect to that Corporate Action. The deadline set by Bank for receipt of Instructions from Customer with respect to any Corporate Action shall not precede the deadline set by the issuer or its agent by more than a commercially reasonable period of time. Notwithstanding and in no way limiting the above, if Customer fails to provide Bank with Instructions with respect to any Corporate Action within the timeframe set forth in the notification Bank provides under

2.9(a), upon written request by Customer, Bank shall use commercially reasonable efforts to act on Instructions received after the deadline set by Bank as set forth in such notification but before the deadline set by the Securities Depository to the extent circumstances permit.

2.10

Class Action Litigation

Any notices received by Bank’s corporate actions processing department (or any successor thereto) about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. The services set forth in this Section 2.10 are available only in certain markets, details of which are available from Bank upon request.

2.11

Proxies

(a)

Bank will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information, and, upon written request by Customer, deliver to Customer all proxies, proxy soliciting materials and notices relating thereto and, subject to Section 2.11(c), act in accordance with the Customer’s Instructions in relation to such meetings (“the Proxy Voting Service”).

(b)

The Proxy Voting Service is available only in certain markets, details of which are available from Bank on request. Provision of the Proxy Voting Service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets.

(c)

The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by Bank on a case by case basis.

(d)

Customer acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances, in which case best efforts that are also commercially reasonable will be used by Bank upon Customer’s written request. These circumstances include, but are not limited to:

(i)

the Financial Assets being on loan or out for registration;

(ii)

the pendency of conversion or another corporate action;

(iii)

the Financial Assets being held in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting;

(iv)

local market regulations or practices, or restrictions by the issuer; and

(v)

Bank being required to vote all shares held for a particular issue for all of Bank’s customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, Bank will notify Customer in writing.

2.12

Statements of Account

(a)

Bank will provide Customer with a statement of account for each Account, identifying cash and Financial Assets held in the Account and any transfers to and from the Account. If agreed by the parties, statements of account will be accessed by the Customer on-line. Otherwise, statements will be sent to Customer at times to be mutually agreed by the parties. Customer will review its statement of account and give Bank written notice of any suspected error or omission within a reasonable time of the date of the relevant suspected error or omission.

(b)

Customer acknowledges that information available to it on-line with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such information accessed on-line, except to the extent such inaccuracy is the result of Bank’s negligence, wilful misconduct or bad faith. For the avoidance of doubt, Customer may rely on the accuracy of any intraday report to the extent that such report (i) explicitly states it is a final report or (ii) contains historical data that has been posted prior to the current business day. In the event of a known systemic issue with data available to Customer on-line, Bank will provide notice as soon as practicable to Customer of such issue via banner headline on the on-line system or via telephone.

2.13

Access to Bank’s Records

(a)

Bank will allow Customer’s auditors and independent public accountants, or other designated representatives of Customer such reasonable access to the records of Bank relating to the Accounts as is required in connection with the examination of books and records pertaining to Customer’s affairs. Subject to restrictions under the relevant local law, Bank also will permit (or cause Subcustodian to permit) Customer’s auditors and independent public accountants, or other designated representatives of Customer, reasonable access to the records of any Subcustodian of Financial Assets held in a Securities Account as may be required in connection with such examination.

(b)

Bank will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of Bank relating to

the Accounts. Bank may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse Bank for the reasonable cost of copying, collating and researching archived information at Bank’s regular hourly rate.

(c)

Upon Customer’s request, Bank will send the annual report (SAS 70 Level II Report) prepared by Bank’s external auditors on the procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in the Securities Depository, relating to the services provided by Bank under this Agreement. Also, upon Customer’s request, a letter updating Customer on the matters addressed in Bank’s SAS 70 Level II report as of the date of the relevant fiscal period of Customer, to the extent that the relevant fiscal period of Customer differs by a period of three (3) or more months from the date as of which the SAS 70 Level II report is prepared. Such SAS 70 Level II report shall be of sufficient scope and in sufficient detail as to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. Such SAS 70 Level II report shall be provided at least once a year, or at such greater frequency as such SAS 70 Level II report is prepared. Bank shall notify Customer in writing of (i) any change in frequency of provision of SAS 70 Level II reports and (ii) if a SAS 70 Level II report is to be dated as of a different date than such report was previously dated. Bank shall also provide Customer, at such times as Customer may reasonably request, reports received by Bank from a clearing corporation or the Federal Reserve book-entry system which the clearing corporation or the Federal Reserve permits to be redistributed on their respective systems of internal control when such reports relate to the services provided by Bank under this Agreement.

(d)

Bank shall take all reasonable action, as Customer may from time to time request, to cooperate with Customer’s auditor with respect to the preparation of Customer’s registration statement, Form N-CSR, Form N-SAR or other annual or periodic reports to the SEC and with respect to any other requirements thereof.

2.14

Maintenance of Financial Assets at Subcustodian Locations

(a)

Unless Instructions require another location acceptable to Bank, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Schedule 1-A to this

Agreement. Bank may modify Schedule 1-A to this Agreement from time to time upon notice to the Customer.

(b)

Bank reserves the right to restrict the services it provides in certain markets that are deemed by Bank to be restricted markets from time to time. A current list of these markets, and a summary of the related restrictions, is set forth on Schedule 1-B. Bank may update Schedule 1-B from time to time upon notice to Customer.

2.15

Tax Relief Services

Bank will provide tax relief services as provided in Section 8.2.

2.16

Foreign Exchange Transactions

To facilitate the administration of Customer’s trading and investment activity, Bank may, but will not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing Instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts of Customer, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.

2.17

Notifications

If Customer has agreed to access information concerning the Accounts through Bank’s website, Bank may make any notifications required under this Agreement (other than notifications described in Sections 7.1 or 10.11 hereof) by posting it on the website. Notifications described in Section 8 will be provided by Bank via NewsFlash communication until Customer is notified otherwise.

2.18

Service Level Agreement

Bank agrees to be subject to written service level standards, which will be embodied in a Service Level Document and Key Performance Indicators Agreement between Bank and Customer.

2.19

Supervision

Bank shall supervise the performance of its employees of custodial services provided in connection with this Agreement. Bank shall provide appropriate training for employees and implement supervisory procedures for all services provided hereunder by its employees.

2.20

Compliance

Bank agrees to comply with all Applicable Law to the extent that such law is applicable to the performance of its duties as custodian under this Agreement. Bank agrees to provide Customer with such certifications, reports and other information typically provided by a custodian as Customer may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, Applicable Law. Specifically, Bank shall reasonably cooperate with the Chief Compliance Officer of Customer with respect to reasonable requests for information and other assistance regarding Customer’s obligations in complying with Rule 38a-1 under the Investment Company Act of 1940 (“Rule 38a-1”), including providing Customer with necessary information which may include (but is not limited to) SAS 70 reports (as applicable).

3.	INSTRUCTIONS

3.1

Acting on Instructions; Method of Instruction and Unclear Instructions

(a)

Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer will indemnify Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against Bank Indemnitees as a result of any action or omission taken in accordance with any Instruction, provided that Bank shall not be indemnified against or held harmless from any liability arising out of Bank’s negligence, fraud or wilful misconduct in carrying out such Instruction.

(b)

To the extent possible, Instructions to Bank shall be sent via electronic instruction or trade information system acceptable to Bank or via facsimile transmission. Where reasonably practicable, Customer will use automated and electronic methods of sending Instructions.

(c)

Bank shall promptly notify an Authorized Person if Bank determines that an Instruction does not contain all information reasonably necessary for Bank to carry out the Instruction. Bank will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction pending receipt of such missing information, clarification or confirmation, provided that such clarification or confirmation is sought in good faith and promptly upon receipt of the relevant Instruction.

3.2

Verification and Security Procedures

(a)

Bank and Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

(b)

Either party may record any of their telephone communications, provided Customer shall be notified of recording of communications other than those relating to operations or Instruction management.

3.3

Instructions; Contrary to Law/Market Practice

Bank need not act upon Instructions which it reasonably believes to be contrary to Applicable Law or market practice, but Bank will be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank will promptly notify Customer in such event.

3.4

Cut-Off Times

Bank has established cut-off times for receipt of Instructions, which will be made available to Customer. If Bank receives an Instruction after its established cut-off time, Bank will attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.

3.5

Electronic Access

Access by Customer to certain applications or products of Bank via Bank’s web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Schedule 5.

4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK

4.1

Fees and Expenses

Subject to Section 7.1(b), Customer will pay Bank for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with Bank’s reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing transactions that are charged directly or indirectly by governmental authorities, issuers, or their agents. The Bank will invoice the Customer for amounts owing to it and such amounts will be payable within thirty (30) days of the invoice. The Bank will be entitled to deduct amounts owing to it from the Cash Account if the Customer has not objected to the invoice within sixty (60) days of the date of the invoice (or such other period as the parties may agree in writing). If the Customer disputes an invoice it shall nevertheless pay, or allow the Bank to deduct, such portion of the invoice that is not subject to a bona fide dispute. Without prejudice to Bank’s other rights, the Bank reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as the Bank may reasonably determine, unless Bank and Customer have mutually agreed upon another rate.

4.2

Overdrafts

If a debit to any currency in the Cash Account results in a debit balance, then Bank may, in its discretion, (i) advance an amount equal to the overdraft, (ii) or refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If Bank elects to make such an advance, the advance will be deemed a loan to Customer, payable on demand, bearing interest at the applicable rate charged by Bank and communicated to Customer in writing from time to time, for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against Customer with respect to any overdraft) and otherwise on the terms on which Bank makes similar overdrafts available to its clients from time to time. No prior action or course of dealing on Bank’s part with respect to the settlement of transactions on Customer’s behalf will be asserted by Customer against Bank for Bank’s refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account. The Customer will be notified via electronic notice or other method agreed to by the parties of any overdraft balance in the Cash Account on the following business day.

4.3

Bank’s Right Over Securities; Set-off

(a)

Without prejudice to Bank’s rights under Applicable Law, Bank shall have, and Customer grants to Bank a security interest in and a lien on the Financial Assets held in the Securities Account as security for any

and all Liabilities outstanding from time to time (whether actual or contingent) of Customer to Bank under or in connection with this Agreement until satisfaction of all Liabilities, and Bank shall be entitled without notice to Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities solely to the extent of such Liabilities For this purpose, Bank may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies.

(b)

Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Liabilities of Customer to Bank under this Agreement any amount in any currency standing to the credit of any of Customer’s Accounts. For this purpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

(c)

Customer grants to the Bank a security interest in and a lien on the Financial Assets held in any given Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure Customer’s portion of any Transfer Account Liabilities, and the Bank shall be entitled without notice to the Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities, provided that Bank hereby agrees, that when commercially reasonable, it shall apply monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities before selling or otherwise realizing any of such Financial Assets in the Securities Account. For the purpose of effecting the foregoing rights, the Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

(d)

The Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, the Customer will ensure that the Transfer Agent provides to the Bank, on a daily basis (no later than 12:00 p.m. each business day): (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any Transfer Account Liabilities incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. The Customer

will be responsible for any Liabilities resulting from a failure of the Transfer Agent to provide accurate and timely information to the Bank regarding the Transfer Accounts.

5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5. 1

Appointment of Subcustodians; Use of Securities Depositories

(a)

Bank is authorized under this Agreement to act through and hold Customer’s Financial Assets with Subcustodians. Bank will act in good faith and use reasonable care, prudence and diligence in the selection, monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Securities with, and hold Securities in any Securities Depository on such terms as such Securities Depository customarily operates and Customer will provide Bank with such documentation or acknowledgements that Bank may require to hold the Financial Assets in such Securities Depository.

(b)

Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. Bank shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against Customer’s assets. Where a Subcustodian deposits Securities with a Securities Depository, Bank will cause the Subcustodian to identify on its records that the Securities deposited by the Subcustodian at such Securities Depository belong to Bank, as agent. Bank shall identify on its records as belonging to Customer Financial Assets of Customer held by Subcustodian or Securities Depository. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

(c)

Bank is not responsible for the selection or monitoring of any Securities Depository (other than as set forth in Section 2.21 with respect to an Eligible Securities Depository) and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event the Customer incurs a loss due to the negligence, wilful default, or insolvency of a Securities Depository, Bank will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. Bank

shall be liable to Customer for any loss or damage to Customer resulting from Financial Assets held at a Securities Depository if such loss or damage directly resulted from the negligence or wilful misconduct of Bank or any of its employees.

5.2

Liability for Subcustodians

(a)

Subject to Section 7.1(b), Bank shall be liable for direct losses incurred by Customer that result from:

(i)

the failure by a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful misconduct of such Subcustodian in the provision of custodial services by it; or

(ii)

the insolvency of any Affiliated Subcustodian, including any branches of Bank acting as an Affiliated Subcustodian, to the extent permissible under Applicable Law. Bank shall provide to Customer such list of Affiliated Subcustodians from time to time.

(b)

Subject to Section 5.1(a) and Bank’s duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch of Bank or an Affiliated Subcustodian, provided that Bank conducts reasonable due diligence in selecting the Subcustodian, monitors the financial position of the Subcustodian on an ongoing basis and takes prompt action to replace the Subcustodian in the event that the Bank receives information through its monitoring process that would lead a reasonable financial institution to arrive at a reasonable conclusion that the Subcustodian presents an unreasonable risk of insolvency.

(c)

Subject to compliance with Rule 17f-5 under the Investment Company Act of 1940, Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt notice of any such action, which will be advance notice whenever practicable. Upon request by Customer, Bank will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

6.	ADDITIONAL PROVISIONS RELATING TO CUSTOMER

6.1

Representations of Customer and Bank

(a)

The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), grant a lien over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash.

(b)

Bank represents, warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank.

(c)

Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

6.2

Customer is Liable to Bank Even if it is Acting for Another Person

If Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in respect of any transaction, cash, or Financial Asset, Bank nevertheless will exercise reasonable care in treating Customer as its principal for all purposes under this Agreement. In this regard, Customer will be liable to Bank as a principal in respect of any transactions relating to the Account, in the absence of negligence or wilful misconduct by Bank. The foregoing will not affect any rights Bank might have against Customer’s principal or the other person envisaged by Section 2.1(a).

7.	WHEN BANK IS LIABLE TO CUSTOMER

7.1

Standard of Care; Liability

(a)

Bank will use reasonable care, diligence and prudence in performing its obligations under this Agreement (or such higher standard, if any, as is required under Rule 17f-4 under the Investment Company Act of 1940). Unless otherwise provided herein, Bank will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care, diligence and prudence.

(b)

Bank will be liable for the Customer’s direct damages to the extent they result from Bank’s fraud, negligence, bad faith or wilful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits (except for lost profits that directly result from direct damages)) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, Bank’s performance under this Agreement, or Bank’s role as custodian.

(c)

Indemnification

(i) Except as otherwise provided in this Agreement, the Customer will indemnify Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of Bank Indemnitees in connection with or arising (x) out of Bank’s performance under this Agreement, provided Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or wilful misconduct in connection with the Liabilities in question or (y) solely out of any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets (and not out of Bank’s performance under this Agreement), provided that, in each case, to the extent practicable, Bank uses reasonable care to provide prompt notice to Customer of the circumstances and all pertinent facts related to the claim for

indemnification and Bank, in good faith, makes reasonable efforts to mitigate any such amounts. Nevertheless, Customer will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Customer shall not be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by Bank, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to Customer’s performance or non-performance under this Agreement.

(ii) Except as otherwise provided in this Agreement, Bank agrees to indemnify and hold harmless Customer from all loss, damage and expense (including, but not limited to, reasonable attorneys’ fees and costs) suffered or incurred by such Customer in connection with this Agreement which result from the failure of Bank to exercise the standard of care set forth in Section 7.1(a) hereof; provided, however, that Customer has not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the loss, damage and expense in question; and provided further, that Customer shall, in good faith, make reasonable efforts to mitigate any such amounts.

(d)

Promptly upon receipt by Customer or Bank, as applicable, of notice of its involvement in a matter that may be covered under the indemnification provisions of Sections 3.1(a) or 7.1(c) (“Claim”), such party (“Claimant”) when seeking indemnification under such Section, shall notify the other party (“Indemnitor”) of such Claim in writing. Failure by Claimant to so notify Indemnitor will not relieve Indemnitor from its obligation to indemnify Claimant under this Agreement, except to the extent that such failure to notify adversely affects any of Indemnitor’s substantive rights or defenses and such effects are material and irreversible. Indemnitor will be entitled to assume the defense of any such Claim with counsel reasonably satisfactory to Claimant. Upon assumption by Indemnitor of the defense of any such Claim, Claimant may participate in the defense of such Claim at any time and may retain its own counsel but Indemnitor shall not be liable for any legal fees or expenses subsequently incurred by Claimant in connection with the defense thereof, unless (i) Indemnitor has agreed to pay such fees and expenses, (ii) Indemnitor shall have failed to employ counsel satisfactory to Claimant in a timely manner or (iii) Claimant shall have reasonably determined that representation of Claimant by counsel provided by Indemnitor pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between Indemnitor and Claimant, including, without limitation, situations in which there are one or more legal defenses available to Claimant that are different from or additional to those available to Indemnitor. Claimant shall not settle or compromise any Claim subject to indemnification hereunder without the

written consent of Indemnitor (which consent shall not be unreasonably withheld or delayed).

(e)

Customer agrees that Bank provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, except to verify that such Instruction is authorized in accordance with Section 3.2 hereof; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; and (iv) except as may otherwise be required by Sections 2.20 and 2.21 hereof, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash.

7.2

Force Majeure

Bank will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines in good faith from time to time meet reasonable commercial standards and regulatory requirements. In the event of equipment failures, Bank shall, at no additional expense to Customer or any Account, take commercially reasonable steps to minimize service interruptions. In the event of business disruption that materially impacts Bank’s provision of service under this Agreement, Bank will promptly notify Customer of the disruption and steps taken in response, and will use commercially reasonable efforts to resume operations as promptly as is practicable given the circumstances. Bank will have no liability, however, where Bank has otherwise exercised reasonable care, diligence and prudence, for any damage, loss, expense or liability of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except where such fraud or forgery is attributable to Bank or its employees), malfunction of equipment or software (except where such malfunction is primarily attributable to Bank’s negligence or wilful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange).

7.3

Bank May Consult With Counsel

Bank will be entitled to rely on, and may act upon the advice of counsel in relation to matters of law, regulation or market practice (which may be the counsel of Customer), and shall not be deemed to have been negligent with

respect to any action reasonably taken or omitted in good faith pursuant to such advice. Bank will use reasonable care in the selection and continued appointment of such counsel.

7.4

Bank Provides Diverse Financial Services and May Generate Profits as a Result

Customer hereby authorizes Bank to act under this Agreement notwithstanding that: (a) Bank or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest, including the fact that Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of the activities listed herein. (b) Bank or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information to Customer unless such information is broadly disclosed to the same type of custody clients of Bank receiving the same types of custody services that are of similar size as Customer.

7.5

Assets Held Outside Bank’s Control

Bank will not be obliged to (a) hold Financial Assets or cash with any person not agreed to by Bank or (b) register or record Financial Assets in the name of any person not agreed to by Bank. Furthermore, Bank will not be obliged to register or record on Bank’s records Financial Assets held outside Bank’s control. If, however, the Customer makes any such request and Bank agrees to the request, the consequences of doing so will be at the Customer’s own risk. Bank will not be liable for any losses incurred as a result and may be precluded from providing some of the services referred to in this Agreement (for example, and without limitation, income collection, proxy voting, class action litigation and Corporate Action notification and processing).

7.6

Ancillary Services

Bank and its Subcustodians may use third parties to provide ancillary services (i.e. services that do not form part of the custody services contained in Article 2 and which include without limitation courier or pricing services). Whilst Bank will use reasonable care (and procure that its Subcustodians use reasonable care) in the selection and retention of such third parties, it will not be responsible for any errors or omissions made by such third party in providing the relevant services.

8.	TAXATION

8.1

Tax Obligations

(a)

Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of Customer’s Accounts.

(b)

Customer will provide to Bank such certifications, documentation, and information as it may reasonably require in connection with taxation, and warrants that, when given, this information is true and correct in all material respect, not materially misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information provided in accordance with the foregoing sentence requires updating or correcting. Bank provides no service of controlling or monitoring, and therefore has no duty in respect of, or liability for any taxes, penalties, interest or additions to tax, payable or paid that result from (i) the inaccurate completion of documents by Customer or any third party; (ii) provision to Bank or a third party of inaccurate or misleading information by Customer or any third party; (iii) the withholding of material information by Customer or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond Bank’s control.

(c)

If Bank does not receive appropriate certifications, documentation and information then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets (including, but not limited to, United States non-resident alien tax and/or backup withholding tax).

(d)

Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account provided, however, that Bank will be responsible for any penalty or additions to tax due solely as a result of Bank’s wilful misconduct, negligent acts or omissions with respect to timely paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.

8.2

Tax Relief Services

(a)

Subject to the provisions of this Section, Bank will apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited to the Securities Account that Bank believes may be available to the Customer. To defray expenses pertaining to nominal tax claims, Bank may from time-to-time set minimum thresholds as to a de minimis value of tax reclaims or reduction of withholding which it will pursue in respect of income payments under this Section.

(b)

The provision of a tax relief service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank), prior to the receipt of Financial Assets in the Account or the payment of income.

(c)

Bank will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered. Other than as expressly provided in this Section 8.2, Bank will have no responsibility with regard to Customer’s tax position or status in any jurisdiction.

9.	TERMINATION

9.1

Termination

(a)

Except with respect to the Additional Customers, the initial term of this Agreement shall be from the effective date of this Agreement through and including December 15, 2015 (the “Initial Term”). Following the Initial Term, either party may terminate this Agreement on sixty (60) days’ written notice to the other party. Notwithstanding the foregoing sentence, (i) either party may terminate this Agreement prior to the end of the Initial Term as permitted under Section 9.1(b) and (ii) Customer may terminate this Agreement prior to the end of the Initial Term upon sixty (60) days written notice subject to payment of the amount set out in Section 9.1(c) or 9.1(d) as applicable. Notwithstanding anything in this Agreement to the contrary, each Additional Customer and Bank hereby agree that no Additional Customer shall be subject to the Initial Term or the early termination fee set forth in Section 9.1(c) or 9.1(d) of the Agreement, as applicable, and any Additional Customer shall be entitled to terminate the Agreement upon 60 days’ written notice to Bank (unless entitled to a shorter notice period pursuant to Section 9.1(b)).

(b)

Notwithstanding Section 9.1(a):

(i)

Either party may terminate this Agreement immediately on written notice to the other party in the event that a material breach of this Agreement by the other party has not been cured within ninety (90) days’ (or such longer period consented to by the non-breaching party in writing, such consent shall not be unreasonably withheld) of that party being given written notice of the material breach. Notwithstanding the foregoing, to the extent that Bank determines in good faith that such material breach is not capable of being cured by

commercially reasonable means, this Agreement may be terminated by Customer immediately upon written notice to Bank;

(ii)

Either party may terminate this Agreement immediately on written notice to the other party upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure;

(iii)

This Agreement may be terminated with respect to any Customer to the extent that all of the assets of such Customer are merged into another Customer or such Customer ceases to exist;

(iv)

Bank may terminate this Agreement on sixty (60) days’ written notice to Customer in the event that Bank reasonably determines that Customer has ceased to satisfy Bank’s customary credit requirements; and

(v)

Customer may terminate this Agreement immediately on written notice to Bank in the event that Bank fails to correct a material breach of certain service level measurements set forth in the related Key Performance Indicators Agreement within ninety (90) days’ of Bank being given written notice of such material breach.

(c)

If a Customer set forth on Schedule A-2 (each, a “Schedule A-2 Customer”) terminates this Agreement during the Initial Term (other than a termination pursuant to Section 9.1(b) hereof), such Schedule A-2 Customer shall pay Bank an early termination fee. The early termination fee for Schedule A-2 Customers shall equal the sum of fees due to Bank for the six calendar months immediately preceding the date of termination of this Agreement.

(d)

If a Schedule A-3 Customer or Schedule A-4 Customer terminates this Agreement during the Initial Term other than a termination pursuant to Section 9.1(b) hereof, such Schedule A-3 Customer or Schedule A-4 Customer, as applicable, shall pay Bank an early termination fee in order to compensate Bank. The early termination fee shall be calculated as follows:

(i) If early termination occurs between the effective date of this Agreement and December 15, 2011 (including December 15, 2011), the early termination fee shall equal the sum of:

(x) The fees accrued and unpaid from the inception of this Agreement through the termination date; plus

(y) 70% of the fees that would have been due to Bank for the remainder of the period from the effective date of this

Agreement through December 15, 2011 had the Agreement not been terminated, calculated on a pro-rata basis from the date of termination through December 15, 2011 based on the Revenue Base Fee; plus

(z) 140% of the Revenue Base Fee; or

(ii) If early termination occurs between December 16, 2011 and December 15, 2012 (including December 15, 2012), the early termination fee shall equal the sum of:

(x) The fees accrued and unpaid from the inception of this Agreement through the termination date; plus

(y) 50% of the fees that would have been due to Bank for the remainder of the period from December 16, 2011 through December 15, 2012 had the Agreement not been terminated, calculated on a pro-rata basis from the date of termination through December 15, 2012 based on the Revenue Base Fee; plus

(z) 90% of the Revenue Base Fee; or

(iii) If early termination occurs between December 16, 2012 and December 15, 2013, the early termination fee shall equal the sum of:

(x) The fees accrued and unpaid from the inception of this Agreement through the termination date; plus

(y) 40% of the fees that would have been due to Bank for the remainder of the period from December 16, 2012 through December 15, 2013 had the Agreement not been terminated, calculated on a pro-rata basis from the date of termination through December 15, 2013 based on the Revenue Base Fee; plus

(z) 50% of the Revenue Base Fee; or

(iv) If early termination occurs between December 16, 2013 and December 15, 2014, the early termination fee shall equal the sum of:

(x) The fees accrued and unpaid from the inception of this Agreement through the termination date; plus

(y) 30% of the fees that would have been due to Bank for the remainder of the period from December 16, 2013 through December 15, 2014 had the Agreement not been terminated, calculated on a pro-rata basis from the date of termination through December 15, 2014 based on the Revenue Base Fee; plus

(z) 20% of the Revenue Base Fee; or

(v) If early termination occurs between December 16, 2014 and December 15, 2015, the early termination fee shall equal the sum of:

(x) The fees accrued and unpaid from the inception of this Agreement through the termination date; plus

(y) 20% of the fees that would have been due to Bank for the remainder of the period from December 16, 2014 through December 15, 2015 had the Agreement not been terminated, calculated on a pro-rata basis from the date of termination through December 15, 2015 based on the Revenue Base Fee.

For the avoidance of doubt, Customer shall not be liable for payment of any early termination fee in the event that this Agreement is terminated in accordance with Section 9.1(b) or otherwise terminated by Bank. Solely for purposes of determining whether the termination fee set forth under Section 9.1(c) or 9.1(d), as applicable, is payable, this Agreement will be deemed to have been terminated if Customer (other than an Additional Customer) transfers a material portion of the assets held in custody under this Agreement to another custodian. For purpose of clarity, termination by a Customer shall be deemed to occur not upon notice of termination given by Customer to Bank, but upon the transfer of a material portion of assets held in custody under this Agreement to another custodian.

9.2

Exit Procedure

Customer will provide Bank full details of the persons to whom Bank must deliver Financial Assets and cash a reasonable period before the effective time of termination of this Agreement. Bank will act in accordance with all Instructions delivered to it by Customer with respect to such delivery and transition of custody responsibilities to a successor Custodian provided that such Instruction shall be reasonable and practicable and not in conflict with any provision of this Agreement. If Customer fails to provide such details in a timely manner, Bank shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to successor custodian, but Bank may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that Bank is unwilling to assume any related credit risk. Bank will in any event be entitled to deduct any amounts owing to it that are not the subject of a bona fide dispute prior to delivery of the Financial Assets and cash (and, accordingly, Bank will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). Customer will reimburse Bank promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

10.

MISCELLANEOUS

10.1

Notifications

Notices (other than Instructions) under this Agreement will be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice will not be deemed to be given unless it has been received.

10.2

Successors and Assigns

This Agreement will be binding on each of the parties’ successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld (subject to approval by the Board of Customer). Notwithstanding this prohibition, Customer may assign the right to recover losses to its insurer, investment manager or Affiliates that paid for losses sustained by Customer.

10.3

Interpretation

Headings are for convenience only and are not intended to affect interpretation. References to Sections are to Sections of this Agreement and references to sub-Sections and paragraphs are to sub-Sections of the Sections and paragraphs of the sub-Sections in which they appear.

10.4

Entire Agreement

(a)

The following Rider(s) are incorporated into this Agreement:

Cash Trade Execution;

Cash Sweep;

Accounting Services;

Mutual Fund (only with respect to Customer who is a company registered under the Investment Company Act of 1940);

Compliance Reporting Services; and

Performance Measurement Reporting Services.

(b)

This Agreement, including the Schedules, Exhibits, and Riders and the related Service Level Agreement and Key Performance Indicators Agreement (and any separate agreement which Bank and Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter, and this Agreement supersedes any other agreement, statement, or representation relating to custody, whether oral or written. Amendments must be in writing and signed by both parties.

10.5

Information Concerning Deposits at Bank’s London Branch

Under U.S. federal law, deposit accounts that Customer maintains in Bank’s foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of Bank’s liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks. However, the Financial Services Compensation Scheme (the “FSCS”) was created under the Financial Services and Markets Act 2000. The terms of the FSCS offer protection in connection with deposits and investments in the event of the persons to whom Bank’s London Branch provides services suffering a financial loss as a direct consequence of Bank’s London Branch being unable to meet any of its liabilities, and subject to the FSCS rules regarding eligible claimants and eligible claims, the Customer may have a right to claim compensation from the FSCS. Subject to the terms of the FSCS, the limit on the maximum compensation sum payable by the FSCS in relation to investment business is £48,000 and in relation to deposits is £31,700. A detailed description of the FSCS (including information on how to make a claim, eligibility criteria and the procedures involved) is available from the FSCS who can be contacted at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN.

10.6

Insurance

The Customer acknowledges that Bank will not be required to maintain any insurance coverage specifically for the benefit of the Customer, except that Bank will maintain commercially reasonable insurance protection which covers Bank’s duties and responsibilities generally as a custodian of Financial Assets specifically for the benefit of the Bank. Bank will provide details of its own general insurance coverage to the Customer on request.

10.7

Security Holding Disclosure

With respect to Securities and Exchange Commission Rule 14b-2 under Securities Exchange Act of 1934, regarding disclosure of beneficial owners to issuers of Securities, Bank is instructed not to disclose the name, address or Security positions of Customer in response to shareholder communications requests regarding the Account.

10.8

USA PATRIOT Act Disclosure

Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires Bank to implement reasonable procedures to verify the identity of any person that opens a new Account with it. Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and Bank’s identity verification procedures require Bank to obtain information which may be used to confirm Customer’s identity including without limitation Customer’s name, address and organizational documents (“identifying information”). Customer

may also be asked to provide information about its financial status such as its current audited and unaudited financial statements. Customer agrees to provide Bank with and consents to Bank obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by Bank.

10.9

Governing Law and Jurisdiction

This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgement) or other legal process, Customer shall not claim, and it hereby irrevocably waives, such immunity.

10.10

Severability; Waiver; and Survival

(a)

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

(b)

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

(c)

The parties’ rights, protections, and remedies under this Agreement shall survive its termination, including but not limited to Sections 3, 4, 7 and 10 of this Agreement.

10.11

Confidentiality

(a)

Subject to Clause 10.11(b), the Bank will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law or a regulator with jurisdiction over the Bank’s business (provided that Bank will provide Customer prior written notice of the same, to the extent such notice is permitted); as necessary to the defense of any claim or cause of action asserted against Bank (provided that Bank will provide Customer prior written notice of the same, to the extent such notice is permitted); or with the prior written consent of the Customer.

(b)

Solely to the extent required in connection with the Bank’s provision of services to Customer in accordance with this Agreement, the Customer authorizes the Bank to disclose Confidential Information to:

(i)

any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that the Bank reasonably believes is required in connection with the Bank’s provision of services to Customer under this Agreement;

(ii)

its professional advisors, auditors or public accountants;

(iii)

its employees and Affiliates, and

(iv)

any revenue authority or any governmental entity in relation to the processing of any tax relief claim,

provided that Bank is reasonably assured that any person in (ii) and (iii) will hold such information in confidence.

(c)

Subject to Clause 10.11(b) the Bank shall observe the same degree of care as Bank observes with respect to its own Confidential Information of a similar nature in preventing the unauthorized use and dissemination of the Confidential Information. Upon discovery of any unauthorized use or disclosure of Confidential Information, Bank shall notify Customer in writing and will specify the corrective action taken or to be taken.

(d)

If Bank or any of its Affiliates is requested or required (by oral question, interrogatories requests for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Bank will promptly notify Customer in writing (to the extent permitted) of such request or requirement so that Customer may seek an appropriate protective order with the reasonable cooperation of Bank; provided, however, Customer shall reimburse Bank for any out-of-

pocket costs and expenses incurred by Bank in cooperating with such request. If, in the failure to obtain a protective order or in the absence of a waiver hereunder, the Bank is, in the opinion of counsel to the Bank compelled to disclose the Confidential Information under Applicable Law, Bank may disclose only such portion of the Confidential Information to the party compelling disclosure as is required by Applicable Law.

(e)

Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions of this Agreement in confidence.

10.12

Counterparts

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

10.13

No Third Party Beneficiaries

A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement. Notwithstanding this prohibition, this shall not limit the right to recover losses sustained by Customer, by Customer’s insurer, investment manager or Affiliates who have paid for such losses.

In WITNESS WHEREOF, each of the parties hereto have executed this Agreement as of the date and year first written above.


EACH REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITSELF AND EACH OF THE FUNDS LISTED UNDER ITS NAME ON SCHEDULE A HERETO		JPMORGAN CHASE BANK, N.A.

By:	/s/ Amy K. Johnson	By:	/s/ Craig F. Werder
Name:	Amy K. Johnson	Name:	Craig F. Werder
Title:	Vice President	Title:	Executive Director

Exhibits and Schedules

[REDACTED]

ADDENDUM TO MASTER GLOBAL CUSTODY AGREEMENT

The undersigned Columbia Funds Variable Series Trust II, on behalf of each of its series listed on attached Appendix A (each, a “Customer”), formed under the laws of the Commonwealth of Massachusetts as a business trust with a place of business at 50606 Ameriprise Financial Center, Minneapolis, MN 55474, hereby requests the securities custody services of JPMorgan Chase Bank, N.A., and Customer, by its signature below, agrees to the terms and conditions of that certain Second Amended and Restated Master Global Custody Agreement, dated March 7, 2011 (the “Agreement”), with JPMorgan Chase Bank, N.A. on behalf of each of the Funds listed on Schedule A thereto, which such Schedule A is hereby amended with the addition of the Customer pursuant to this addendum. Notwithstanding anything in the Agreement to the contrary, each of Customer and Bank hereby agree that Customer shall (i) be an Additional Customer, as such term is defined in the Agreement) and (ii) not be subject to the Initial Term (as defined in the Agreement) or the early termination fee set forth in Section 9 of the Agreement, and (iii) be entitled to terminate the Agreement upon 60 days’ written notice to JPMorgan Chase Bank, N.A. (unless entitled to a shorter notice period pursuant to Section 9.1(b)).


COLUMBIA FUNDS VARIABLE SERIES TRUST II, ON BEHALF OF EACH SERIES LISTED ON APPENDIX A

By:		/s/ Amy K. Johnson
Name:		Amy K. Johnson
Title:		Vice President
Date:		March 9, 2012


JPMORGAN CHASE BANK, N.A.

By:		/s/ Denis Burchell
Name:		Denis Burchell
Title:		Vice President
Date:		March 9, 2012

APPENDIX A

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Managed Volatility Fund

ADDENDUM TO MASTER GLOBAL CUSTODY AGREEMENT


COLUMBIA FUNDS VARIABLE SERIES TRUST II, ON BEHALF OF COLUMBIA VARIABLE PORTFOLIO – COMMODITY STRATEGY FUND

By:		/s/ Amy K. Johnson
Name:		Amy K. Johnson
Title:		Vice President
Date:		March 15, 2013


JPMORGAN CHASE BANK, N.A.

By:		/s/ Mark D. Trivedi
Name:		Mark D. Trivedi
Title:		Managing Director
Date:		March 15, 2013

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement (“Agreement”), dated as of April 3, 2013, is by and between Columbia Management Investment Advisers, LLC (“Administrator”), a Minnesota limited liability company, and CVPCSF Offshore Fund, Ltd. (“Subsidiary” or “Fund”), a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund (“Parent Fund”), a series of Columbia Funds Variable Series Trust II.

Part One: SERVICES

(1)

The Fund hereby retains Administrator, and Administrator hereby agrees, for the period of this Agreement and under the terms and conditions set forth in this Agreement and subject to the oversight of the Board of Directors of Subsidiary (the “Board”), any committees thereof and/or authorized officer(s) of the Fund, to provide all of the services and facilities that are necessary for or appropriate to the business and effective operation of the Fund that are not (a) provided by employees or other agents engaged by the Fund or the Board or (b) required to be provided by any person pursuant to any other agreement or arrangement with the Fund, including but not limited to the following (unless otherwise directed by the Board or a committee thereof or the Chair):

(i)

Providing office space, equipment, office supplies and clerical personnel;

(ii)

Overseeing and assisting in the preparation of all general or routine shareholder communications;

(iii)

Calculating and arranging for notice and payment of dividend, income, and capital gains distributions to shareholders of the Fund;

(iv)

Accumulating information for, preparing and filing (or overseeing and assisting such persons that the Fund or the Parent Fund has retained to prepare and file) shareholder reports and other required regulatory reports and communications for the Fund or, to the extent the information relates to the Fund or its Portfolio, the Parent Fund;

(v)

Preparing and filing of any required tax reports and returns, including the Fund’s foreign, federal, state, local and excise tax returns, and issuing all tax-related information to shareholders;

(vi)

Monitoring and testing the Fund’s compliance with applicable tax laws and regulations;

(vii)

Executing the pricing process, including calculating the Fund’s net asset value(s), and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;

(viii)

Coordinating and supervising relations with, and monitoring the performance of, any custodians, depositories, transfer and pricing agents, accountants, underwriters, brokers and dealers, insurers, printers, Fund auditors, and other persons serving the Fund, to the extent deemed necessary or desirable by the Board, and reporting to the Board on the same;

(ix)

Preparing, maintaining and filing any filings required by state, federal, and local laws and regulations;

(x)

If applicable, determining jurisdictions in which shares of the Fund shall be qualified for sale and qualifying and maintaining qualification in the jurisdictions in which shares of the Fund are offered for sale;

(xi)

Preparing reports, information, surveys, or statistical or other analyses for third parties as deemed necessary or desirable by the Fund;

(xii)

Arranging, if desired by the Fund, for Board Members, officers, and employees of Administrator to serve as Board Members, officers, or agents of the Fund;

(xiii)

Coordinating, preparing and distributing materials for Board and committee meetings, including reports, evaluations, information, surveys, statistical analyses or other materials on corporate and legal issues relevant to the Fund’s business as the Board may request from time to time;

(xiv)

Providing Fund accounting and internal audit services;

(xv)

Calculating and providing to the Parent Fund the Fund’s daily net asset value quotations, pricing, performance and yield information, periodic earnings reports, and other financial data, consistent with federal securities laws and the Parent Fund’s current registration statement;

(xvi)

Preparing and furnishing to the Fund or the Parent Fund such broker security transaction summaries and security transaction listings as may reasonably be requested and reporting such information to external databases;

(xvii)

Assisting the Parent Fund with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2 under the Investment Company Act of 1940 Act, as amended (the “1940 Act”);

(xviii)

Providing compliance services, as directed by the Parent Fund’s Chief Compliance Officer, which include monitoring the Fund’s compliance with its policies and procedures and with applicable laws, and the rules and regulations thereunder;

(xix)

Monitoring the Fund’s compliance with its investment policies, objectives, and restrictions as set forth in the Fund’s Memorandum and Articles of Association and the Parent Fund’s currently effective Prospectus and Statement of Additional Information;

(xx)

Monitoring legal, tax, regulatory, and industry developments relevant to the Fund and assisting in the strategic response to such developments;

(xxi)

[Intentionally left blank];

(xxii)

Providing internal legal support of all administration services provided by Administrator under this Agreement;

(xxiii)

Preparing and filing, or assisting with the preparation and filing, of claims in connection with class actions involving portfolio securities, handling administrative matters in connection with such litigations or settlements, and, if requested by the Board, reporting to the Board regarding such matters;

(xxiv)

Monitoring, budgeting, approving and arranging for payment of Fund expenses;

(xxv)

Monitoring Board compliance with personal trading guidelines;

(xxvi)

Upon request from the Board, obtaining and maintaining the Fund’s insurance coverage and administering claims thereunder, and filing any related notices;

(xxvii)

Preparing such financial information and reports as may be required by any banks from which the Fund or the Parent Fund borrows;

(xxviii)

Maintaining the Fund’s books and records in accordance with all applicable laws and regulations, provided that all such items maintained by it shall be the property of the Fund, and that Administrator shall surrender promptly to the Fund or the Parent Fund any such items it maintains upon request, provided that Administrator shall be permitted to retain a copy of all such items;

(xxix)

Administering operating policies of the Fund and recommending to the officers and the Board such modifications to such policies as Administrator determines necessary or appropriate to facilitate the protection of shareholders or market competitiveness of the Fund and to comply with new legal or regulatory requirements;

(xxx)

Assisting the Fund and the Parent Fund in regulatory examinations, inspections or investigations of the Fund;

(xxxi)

[Intentionally left blank];

(xxxii)

[Intentionally left blank];

(xxxiii)

Receiving and notifying the Fund of inquiries and complaints from regulators, media and the public;

(xxxiv)

Upon request of the Board, implementing and maintaining, together with affiliated companies, including the Parent Fund, a business continuation and disaster recovery program for the Fund;

(xxxv)

Arranging for all meetings of the Board and shareholders;

(xxxvi)

Maintaining and retaining all charter documents and coordinating the filing of any documents required to maintain the Fund’s organizational status under applicable law; and

(xxxvii)

Supervising the drafting, negotiation and maintenance of any Fund agreements.

If, as a result of a material change in applicable law, rules or regulations, Fund policies or the activities undertaken or transactions engaged in by the Fund or otherwise, the type or quantity of administrative services to be provided hereunder changes materially, the Fund and Administrator shall negotiate in good faith such adjustment, if any, in the fee payable under Part 2 of this Agreement as may be mutually agreed by the parties.

(2)	Administrator agrees to meet with any persons at such times as the Board or the Board of Trustees of the Parent Fund deems appropriate for the purpose of reviewing Administrator’s performance under this Agreement.

(3)	The Fund agrees that it will furnish to Administrator any information that the latter may reasonably request with respect to the services performed or to be performed by Administrator under this Agreement.

(4)

It is understood and agreed that in furnishing the Fund with services under this Agreement, neither Administrator, nor any officer, board member or agent thereof, shall be held liable to the Fund, its shareholders or its creditors for any action taken or thing done by it or its subcontractors or agents on behalf of the Fund in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or willful misfeasance or reckless disregard of its obligations and duties under this Agreement on the part of Administrator or its subcontractors or agents. It is further understood and agreed that, to the extent permitted by law, Administrator may rely upon information furnished to it and reasonably believed to be accurate and reliable.

(5)

In performing all services under this Agreement, the Administrator shall: (i) act in conformity with the Fund’s Memorandum and Articles of Association and applicable laws and regulations, as the same may be amended from time to time, as well as the Parent Fund’s registration statement, as such registration statement may be amended from time to time; (ii) consult and coordinate with the Fund, as necessary and appropriate; and (iii) advise and report to the Fund, as necessary or appropriate, with respect to any compliance matters that come to its attention.

Part Two: COMPENSATION FOR SERVICES

(1)	The Fund agrees to pay to Administrator, in full payment for the services furnished, a fee as described in Schedule A .

(2)

The administrative fee shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Parent Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to the Fund, during any month, the administrative fee paid to Administrator shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

(3)	The administrative fee shall be paid in cash to Administrator within five (5) business days after the last day of each month. A “business day” shall be any day on which shares of the Parent Fund are available for purchase.

Part Three: ALLOCATION OF EXPENSES

(1)

Except to the extent that such expenses are paid by the Fund’s investment adviser or its affiliates pursuant to a “unitary fee” or other arrangement, the Administrator shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Fund or the Parent Fund if it pays, any costs and expenses incidental to the organization, operations and business of the Fund, including but not limited to:

(i)

Any administrative fees payable to Administrator for its services under this Agreement;

(ii)

Any fees and charges for investment advisory services provided to the Fund by any person;

(iii)

Any fees payable pursuant to any plan adopted by the Fund under Rule 12b-1 under the 1940 Act;

(iv)

[Intentionally left blank];

(v)

Any fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Fund by any person;

(vi)

Any fees and charges for services of the Fund’s independent auditors and for services provided to the Fund by external legal counsel, including expenses of Fund litigation;

(vii)

Any fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property;

(viii)

Any Fund taxes and fees and charges of any person other than the Administrator or its affiliates for preparation of the Fund’s tax returns;

(ix)

Any fees and expenses payable to federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Fund’s legal existence, including the filing of any required reports, charter document amendments or other documents;

(x)

Organizational expenses of the Fund;

(xi)

[Intentionally left blank];

(xii)

Expenses of maintaining qualification of the Fund and the Fund’s shares for sale under securities laws of applicable jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;

(xiii)

Brokerage commissions and other transaction expenses in connection with the Fund’s purchase and sale of assets;

(xiv)

Premium on any bond and other expenses of bond and insurance coverage required by law or deemed advisable by the Board;

(xv)

Any fees of consultants employed by the Fund, including the costs of pricing sources for Fund portfolio securities;

(xvi)

Any Board Member, officer and employee compensation and expenses, which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of meetings of the Board and committees, and all other compensation and benefits paid to or provided for Board Members, officers and employees (including insurance), except the Fund will not pay any compensation, fees or expenses of any person who is an officer or employee of the Administrator or its affiliates for services as a Board Member, officer or agent of the Fund (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the expenses of the Fund’s chief compliance officer or other officer(s));

(xvii)

Any expenses incidental to holding meetings of the Board or Fund shareholders;

(xviii)

Any expenses incurred in connection with lending portfolio securities of the Fund;

(xix)

Any interest on indebtedness and any other costs of borrowing money;

(xx)

Any fees, dues, and other expenses incurred by the Fund in connection with membership of the Fund in any trade association or other investment company organization;

(xxi)

Any other expenses payable by the Fund pursuant to separate agreements of the Fund; and

(xxii)

Any other expenses properly payable by the Fund, as approved by the Board.

(2)	Administrator agrees to pay all expenses it incurs in connection with the services it provides under the terms of this Agreement, excluding any expenses contemplated to be borne by the Fund pursuant to paragraph (1) of this Part Three.

Part Four: MISCELLANEOUS

(1)	Administrator shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or any other agreement approved by the Board, shall have no authority to act for or represent the Fund.

(2)

The Fund recognizes that Administrator and its affiliates, pursuant to separate agreements, now render and may continue to render services to other funds and persons which may or may not have policies similar to those of the Fund and that Administrator provides services for its own investments and/or those of its affiliates. Administrator shall be free to provide such services and the Fund hereby consents thereto.

(3)

Neither this Agreement nor any transaction effected pursuant hereto shall be invalidated or in any way affected by the fact that Board Members, officers, agents and/or shareholders of the Fund are or may be interested in Administrator or any successor or assignee thereof, as board members, officers, stockholders or otherwise; that board members, officers, stockholders or agents of Administrator are or may be interested in the Fund as Board Members, officers, shareholders or otherwise; or that Administrator or any successor or assignee is or may be interested in the Fund as shareholder or otherwise, provided, however, that neither Administrator, nor any officer, board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations or orders of the SEC.

(4)

(5)

In connection with the services to be provided by Administrator under this Agreement, the Fund agrees that Administrator may, subject to compliance with requirements of applicable laws and regulations, and at its own expense, (i) make use of its affiliated companies and their board members, trustees, officers and employees and (ii) subcontract for certain of the services described

under this Agreement with the understanding that the quality and scope of services required to be provided under this Agreement shall not be diminished thereby and that Administrator remains fully responsible for the services.

(6)

This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party. This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts, without regard to conflicts of laws principles.

(7)

All information furnished by Administrator to the Fund under this Agreement regarding the Administrator, its business or its clients shall be confidential and shall not be disclosed to unaffiliated third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to Administrator under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where necessary to effect transactions or for the provision by third parties of services to the Fund, or where the Fund requests or authorizes Administrator to do so. Administrator may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.

(8)

Notice is hereby given that this Agreement is executed on behalf of Subsidiary by an officer of Subsidiary in his or her capacity as an officer or trustee of Subsidiary and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, directors, officers or shareholders of Subsidiary individually, but are binding only upon the assets and property of Subsidiary.

(9)	This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.

Part Five: RENEWAL AND TERMINATION

(1)

This Agreement shall continue in effect for one year from the date hereof and, thereafter, from year to year as the parties may mutually agree. Notwithstanding the foregoing, either party may terminate this Agreement at any time, without the payment of a penalty, by giving the other party notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice. In the event that, in connection with a termination, a successor to any of the duties or responsibilities of Administrator hereunder is designated by the Fund by written notice to Administrator, upon such termination Administrator shall promptly, and at the expense of the Fund with respect to which this Agreement is terminated, transfer to such successor all relevant books, records, and data established or maintained by Administrator under this Agreement and shall cooperate in the transfer of such duties and responsibilities.

(2)	This Agreement may be amended for any reason (including, for example, to modify the scope of services and/or fees contemplated herein) only upon written agreement of Administrator and the Subsidiary.

(3)	Any action proposed to be taken on this Agreement, including an amendment or termination of this Agreement, shall not be implemented without the prior approval of the Board of the Parent Fund.

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.


CVPCSF OFFSHORE FUND, LTD.

By:		/s/ Christopher O. Petersen
Name:		Christopher O. Petersen
Title:		Authorized Person

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:		/s/ J. Kevin Connaughton
Name:		J. Kevin Connaughton
Title:		Managing Director and General Manager Mutual Fund Products

Schedule A

Fee Schedule

Effective as of April 3, 2013


ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES(1)
$0-$500	>$500 - $1,000	>$1,000 - $3,000	>$3,000 - $12,000	>$12,000
0.080%	0.075%	0.070%	0.060%	0.050%

(1)

Fund Policy: Code of Ethics (Rule 17(j)-1)

C OLUMBIA F UNDS B OARD

Overview and Statement

Section 17(j) of the 1940 Act makes it unlawful for any affiliated person of or principal underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for an investment company, to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such person of any security held or to be acquired by such investment company in contravention of such rules as the SEC may adopt to prevent any such acts, practices and courses of business as are fraudulent, deceptive or manipulative. Section 17(j) is intended to permit the SEC to create guidelines to prohibit persons affiliated with investment companies and their investment advisers and principal underwriters from engaging in securities transactions for their personal accounts when such transactions are likely to conflict with the investment programs of such investment companies.

In response to Section 17(j), the SEC adopted Rule 17j-1 under the 1940 Act. Rule 17j-1:

•

Prohibits affiliated persons of investment companies, and affiliated persons of their investment advisers and principal underwriters, from defrauding the investment company;

•

Requires investment companies, their investment advisers and principal underwriters to adopt written codes of ethics containing provisions reasonably necessary to prevent certain affiliated persons known as “access persons” (defined in Section II) from defrauding the investment company; and

•

Requires access persons to report to the investment company, adviser or distributor all transactions in securities of which they are the beneficial owners, subject to certain exceptions.

The Code of Ethics (the “Code”) set forth in this document shall apply to each covered fund ¹ (“Fund”) advised by Columbia Management Investment Advisers, LLC. whose Board specifically adopts the Code. The Code (except for Appendix A) applies to any of a Fund’s access persons who are not otherwise covered under a Code of Ethics of the Adviser (including any Sub-adviser) or principal underwriter of the Fund that has been approved by the Board ² (an

¹	A covered fund is a closed end fund, a mutual fund, or an exchange traded fund for which CMIA serves as an investment adviser or for which an affiliate of CMIA serves as principal underwriter.

The Investment Adviser Code of Ethics for Covered Persons was adopted by Columbia Management Investment Advisers, LLC and Columbia Management Investment Distributors, Inc. and approved by the Fund Boards pursuant to Rule 17j-1. The Sub-advisers to the covered funds and ALPS, statutory underwriter to the Columbia ETFs, have also adopted Investment Adviser Codes that the Boards, as applicable, have approved pursuant to Rule 17j-1.

Page 1 of 15

Fund Policy: Code of Ethics (Rule 17(j)-1) Policy

“Investment Adviser Code”), are not independent access persons (as defined below), or employees (“BSC Employees”) of Board Services Corporation (the “Corporation”), which provides services to certain of the Boards. Access persons who are BSC Employees are covered under Appendix A of the Code.

A person who is deemed an access person of the Fund and who is also an access person of the Adviser (including any Sub-adviser) or principal underwriter to the Fund is only required to report under and otherwise comply with the Investment Adviser Code. Such persons, however, are still subject to the principles and prohibitions contained in Section I of the Fund’s Code.

Regardless of a person’s designation, Sections III and IV of this Code apply to all access persons of a Fund.

This Fund Policy should be read and interpreted in conjunction with the Overview and Implementation of the Compliance Program Policy .

Purpose.

The Board of each Fund has adopted this Code in order to comply with applicable regulatory requirements as outlined below:

Rule 17j-1(b) under the 1940 Act makes it unlawful for any officer or Board member of a Fund (as well as other persons who are access persons), in connection with the purchase or sale, directly or indirectly, by such person of a security “held or to be acquired” ³ by the Fund:

To employ any device, scheme or artifice to defraud the Fund;

To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

To engage in any manipulative practice with respect to the Fund.

The restrictions included in this Code are designed to prevent violations of these prohibitions. (See Rule 17j-1(b)).

In addition, the Investment Company Institute (the “ICI”) has suggested that investment companies adopt additional measures to obviate conflicts, prevent and detect abusive practices and preserve the confidence of investors. Various requirements included in this Code are intended to substantially conform to additional measures suggested by the ICI.

A security “held or to be acquired” by the Fund means any “Covered Security” which, within the most recent 15 days: (i) is or has been held by the Fund; or (ii) is being or has been considered by the Fund or its Adviser for purchase by the Fund; and any option to purchase or sell, and any security convertible into or exchangeable for, a “Covered Security.”

Page 2 of 15

Fund Policy: Code of Ethics (Rule 17(j)-1) Policy

This Code states the general principle for the operations of the Fund, sets out the principles of conduct for the members of the Board, and establishes requirements to assure transactions are carried out consistent with the standard.

II.

Definitions.

Access person is any director, officer or employee of the Fund, any BSC Employee and any individual (other than an independent access person (as defined below)) who falls within the definition of “Access Person” under Rule 17j-1 of the Investment Company Act of 1940, as amended (the “1940 Act”).

Independent access person is a director/trustee of the Fund who is not an “interested person” (as defined by the 1940 Act) of the Fund. The Fund’s CCO shall maintain a list of independent access persons of the Fund and advise them of their status once each year.

Covered security is any stock, bond or other instrument as defined in Section 2(a)(36) of the 1940 Act as well as all exchange traded funds. A covered security is not a security issued by the Government of the United States, a bankers’ acceptance, a bank certificate of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, or shares issued by a registered open-end investment company other than covered funds or any exchange traded fund.

Covered security transaction includes, among other things, a transaction in a covered security, an option to purchase or sell a covered security and an over-the-counter contract on a narrow-based index of securities.

III.

Policy Regarding Insider Trading.

No access person or independent access person who has any material non-public information relating to a covered security or to any publicly-traded companies or any issuer thereof with which the Fund or its investment manager, CMIA (or its affiliates) does business, such as customers, partners, or suppliers, may buy or sell such covered securities (or securities of such publicly-traded companies), pass the information to others for use in trading in securities or otherwise attempt to take advantage of the information.

For purposes of this Code (and Appendix A hereto), immediate family member means any parent, spouse of a parent, child, spouse of a child, spouse, domestic partner, brother, or sister (including step and adoptive relationships) sharing the same household.

IV.

Procedures.

Personal Security Transactions.

Prohibited Security Transactions in Covered Securities

No access person or independent access person shall purchase or sell, directly or indirectly, any covered security in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, or cause any account over which he or she has any direct or indirect influence or control to purchase or sell any covered security , if at the time of such purchase or sale he or she knew or should have known the covered security is being considered for purchase or sale, or is being purchased or sold, for the Fund.

Page 3 of 15

Fund Policy: Code of Ethics (Rule 17(j)-1) Policy

Prohibited Transactions in Shares of a Fund

No access person or independent access person shall purchase or redeem (or, in the case of a covered security issued by a closed-end fund, sell) shares of a Fund in a manner that a reasonable investor would perceive to be market timing. The shares of all Funds, except for any money market Fund operating under Rule 2a-7 under the 1940 Act, are subject to this prohibition.

Prohibited Use of Material, Nonpublic Information

No access person or independent access person shall trade, either personally or on behalf of others, while in possession of material, nonpublic information, nor may they communicate material, nonpublic information to others in violation of the law.

The restrictions set forth in Section IV shall not apply to:

•

Purchases or sales over which the person has no direct or indirect influence or control (i.e., non-volitional trades);

•

Purchases which are part of an “Automatic Investment Plan” ⁴ ;

•

Purchases which are effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights;

•

Sales which are effected pursuant to a tender offer or similar transaction involving an offer to acquire all or a significant portion of a class of securities; or

•

Purchases or sales in an investment advisory account of the person (either or alone or with others) over which the investment adviser for the account exercises investment discretion if the person did not have knowledge of the transaction before it was executed.

Reporting.

Access Persons.

Access persons who are not BSC Employees ⁵ , are not otherwise covered under an Investment Adviser Code and are not independent access persons shall file initial, quarterly and annual reports as follows to a senior compliance manager:

Initial Holdings Report.

Each access person shall, upon assuming the position by which he or she became an access person, file a copy of each brokerage statement from the previous month which reflects the title, number of shares and principal amount of each covered security in which the access person has a direct or indirect beneficial ownership, and the name of any broker, dealer or bank with whom an account containing covered securities is held.

⁴	An “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes dividend and stock reinvestment plans.

⁵	BSC Employee reporting requirements are addressed in Appendix A

Page 4 of 15

Fund Policy: Code of Ethics (Rule 17(j)-1) Policy

The same information must be provided for any covered security in which the access person has a direct or indirect beneficial ownership which is not reflected on brokerage statements. The report must be dated and filed within 10 days of assuming the position. See Appendix B for sample report.

ii.

Quarterly Transaction Report.

A report shall be filed at the end of each calendar quarter that states the access person had no covered security transactions during the quarter, or had only covered security transactions that are set forth on the monthly statements issued by each broker at which the access person has an account. The report shall attach these monthly statements from each brokerage account he or she maintains which shall include the following information:

Date of the transaction;

Title of the security, interest rate and maturity date;

Number of shares or principal amount;

Nature of transaction (purchase, sale, option, etc.); and

Price at which the transaction was effected.

Any transaction in a covered security not reflected on the brokerage statements shall be described on the report. The report shall be dated and filed within 30 days after the end of the calendar quarter. See Appendic C for sample report

iii.

Annual Holdings Report.

An annual report shall be filed that references each brokerage statement for the previous month, and shall list the title, number of shares and principal amount of any other covered security not listed on the statement in which the access person has a direct or indirect beneficial ownership.

In addition, it shall state that the access person has read the Code and complied with its provisions. All annual reports shall be dated and filed no later than 30 days after the end of the year. See Appendix D for sample report.

iv.

Annual Review.

The senior compliance manager will report to the Fund CCO any violation and the Fund CCO will report such matters to the Board.

Independent access persons.

Independent access persons shall report to the Chair of the Board, who shall have responsibility for reviewing each report, on a quarterly (if applicable) and an annual basis as follows:

Quarterly report.

No quarterly report shall be filed unless at the time of a covered security transaction , the independent access person knew or in the ordinary course of

Page 5 of 15

Fund Policy: Code of Ethics (Rule 17(j)-1) Policy

fulfilling his or her official duties as a Board member should have known, that during the 15-day period immediately preceding or following the date of the transaction, the covered security was purchased or sold or was being considered for purchase or sale for the Fund. It is the responsibility of the Fund officers and the investment manager to keep to a minimum any discussion with independent access persons pertaining to covered securities that are being considered or being actively traded for the Fund and to alert independent access persons when such a discussion occurs so that they can avoid trading the covered security .

ii.

Annual report.

An annual report shall be filed stating whether he or she has read the Code and complied with its provisions. See Appendix E for sample report.

Recordkeeping.

Recordkeeping functions under this Code are performed by the BSC for independent access persons and by AMC for access persons . Records shall be maintained by BSC or AMC, as applicable for a period of seven years and shall keep all reports filed pursuant to this Code confidential except that such reports will be made available to the CCO, the SEC, or any representative thereof upon proper request:

A copy of the Code of Ethics;

A list of all independent access persons and a list of persons responsible for reviewing their reports;

A record of any violation and of any action taken;

A copy of each report filed under this Code; and

A copy of each written report and certification furnished to the Board by the CCO, on the Fund’s behalf (as required by Section 10 below).

VI.

Review of the Code by the Board.

On an annual basis, the Board shall review operation of this Code and shall adopt such amendments as may be necessary to assure that the Code contains provisions reasonably necessary to prevent violations of Rule 17j-1(b).

In addition to adhering to the requirements listed in this Code of Ethics Fund Policy, trustees/directors will complete an Annual Questionnaire, which is designed to evaluate potential conflicts of interests, employment/director positions, ownership of defined securities, and compliance with code of conduct provisions.

At least annually, the CCO, on the Fund’s behalf, will provide to the Board, and the Board will consider, a written report that:

Page 6 of 15

Fund Policy: Code of Ethics (Rule 17(j)-1) Policy

Describes any issues arising under the Code or related procedures during the past year, including, but not limited to, information about material violations of the Code or any procedures adopted in connection therewith and that describes the sanctions imposed in response to material violations; and

Certifies that the Fund and each service provider have adopted procedures reasonably necessary to prevent access persons from violating the Code.

Page 7 of 15

Appendix A

BOARD SERVICES CORPORATION

CODE OF ETHICS

The following provisions shall be applicable to any BSC Employee (as defined in the Code to which this portion is appended). Capitalized terms used but not defined herein have the same meanings given in the Code to which this is appended.

Standard of Conduct

Each BSC Employee shall in all actions for, with, or on behalf of the Funds and of the Corporation consider the shareholders’ interest and render decisions as though acting in a fiduciary capacity. If in any instance there is doubt about how an activity or transaction may be perceived, it should be discussed with the Chair of the Board before proceeding. Full responsibility for observance is entirely upon each BSC Employee .

II.

Personal Security Transaction

With respect to a personal security transaction, each BSC Employee shall comply with the provisions in this portion of the Code of Ethics that is based on the requirements of Rule 17j-1 under the 1940 Act.

Covered Security and a Covered Security Transaction.

A covered security is any stock, bond, other instrument as defined in Section 2(a)(36) of the 1940 Act, or shares of any registered open-end investment company with which the Corporation has a contractual relationship as well as shares of any exchange traded fund. It is not a security issued by the Government of the United States, a bankers’ acceptance, a bank certificate of deposit, commercial paper, or shares issued by any registered open-end investment company that is not a Fund or an exchange-traded fund. A covered security transaction includes, among other things, a transaction in a covered security , an option to purchase or sell a covered security and an over-the-counter contract on a narrow-based index of securities.

Prohibited Security Transaction.

No BSC Employee shall purchase, sell or redeem, directly or indirectly, any covered security in which such BSC Employee has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, or cause any account over which he or she has any direct or indirect influence or control to purchase, sell or redeem any covered security , if at the time of such purchase or sale he or she knew or should have known the covered security is being considered for purchase or sale, or being purchased or sold by a Fund, or if the transaction involves shares issued by a Fund’s investment company which could be perceived to be market timing.

No BSC Employee shall purchase a covered security in an initial public offering , unless pre-cleared by the CCO.

Page 8 of 15

Appendix A

Reporting.

BSC Employees shall file initial, quarterly and annual reports as follows:

Initial Holdings Report

Each BSC Employee shall, upon becoming a BSC Employee , file a copy of each brokerage statement from the previous month which reflects the title, number of shares and principal amount of each covered security in which the BSC Employee has a direct or indirect beneficial ownership, and the name of any broker, dealer or bank with whom an account containing covered securities is held.

The same information must be provided for any covered security in which the BSC Employee has a direct or indirect beneficial ownership which is not reflected on brokerage statements. The report must be dated and filed within 10 days of becoming a BSC Employee .

Quarterly Transaction Report.

A report shall be filed at the end of each calendar quarter that states the BSC Employee had no covered security transactions during the quarter, or had only covered security transactions that are set forth on the monthly statements issued by each broker at which the BSC Employee has an account. The report shall attach these monthly statements from each brokerage account he or she maintains which shall include the following information:

Date of the transaction;

Title of the security, interest rate and maturity date;

Number of shares or principal amount;

Nature of transaction (purchase, sale, option, etc.); and

Price at which the transaction was effected.

Annual Holdings Report.

An annual report shall be filed that references each brokerage statement for the previous month, and shall list the title, number of shares and principal amount of any other covered security not listed on the statement in which the BSC Employee has a direct or indirect beneficial ownership.

In addition, it shall state that the BSC Employee has read the Code and complied with its provisions. All annual reports shall be dated and filed no later than 30 days after the end of the year.

Page 9 of 15

Appendix A

Annual Review.

The President of the Corporation shall review each report, except the Chair of the Board shall review the report of the President. Should any violation occur, the violation shall be brought to the attention of the Board.

Recordkeeping.

The President shall maintain the following records for a period of seven years and shall keep all reports filed pursuant to this Code confidential except that such reports may be made available to the SEC or any representative thereof upon proper request:

A copy of the Code of Ethics;

A record of any violation and of any action taken;

A copy of each report filed under this Code; and

A record of all persons currently and within the past five years who are and were BSC Employees and a list of persons responsible for reviewing their reports.

III.

Owning Shares of Stock of a Broker

No BSC Employee nor any immediate family member of such person, may:

Own, directly or indirectly, 5% or more of the capital stock, voting or non-voting, of any company which buys or sells any security or other property from or to a Fund.

Own, directly or indirectly, any security issued by a Fund’s investment manager or underwriter, or by an affiliated company of the investment manager or underwriter.

IV.

Receiving or Giving Gifts

No BSC Employee may:

Directly or indirectly, give to, solicit or receive from any person with whom he or she transacts business on behalf of a Fund or that may be related, directly or indirectly, to any transaction of the Fund any gratuities in money or services of more than nominal value.

Use assets of the Corporation to reward or remunerate officials of any government for decisions or actions favorable to a Fund.

Use assets of the Corporation for political contributions for the support of political parties or political candidates.

Give any information or data of or about a Fund to anyone except as is already public. All data and records (other than that which has been made public by a Fund) shall be treated at all times as confidential and this is especially necessary in connection with recommendations or authorizations with respect to the purchase and sale of securities by a Fund and the execution thereof.

Falsely report or record any expenditure of monies.

Page 10 of 15

Appendix A

Outside Employment

No BSC Employee may:

Accept or perform any outside employment that interferes with the efficient performance of his or her duties.

Engage, directly or indirectly, in any business transaction or arrangement for personal profit which accrues from or is based upon his or her position as a BSC Employee or upon confidential information gained by reason of such position

Page 11 of 15

APPENDIX B

[NAME OF FUND COMPLEX]

Initial Holdings Report ^*

Pursuant to Section IV(B)(1)(i) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below ^** all holdings of Covered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts maintained at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit on , 201 , the day I became an Access Person . I understand that I am required to report my own holdings and accounts, and holdings and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)


Title of Security		Number of Shares (equity security) or Principal Amount (debt security)

Security Accounts (holding securities for my direct or indirect benefit)


Broker, Dealer or Bank Name		Name(s) on Account

This report may exclude holdings and accounts as to which I had no direct or indirect influence or control, and is not an admission that I have or had any direct or indirect “Beneficial Ownership” in the holdings and accounts listed above.


Dated:						Signature:

*	Please complete and submit this form no later than 10 days after you became an “Access Person”.

**	You may attach account statements instead of listing holdings and security accounts.

Page 12 of 15

APPENDIX C

[NAME OF FUND COMPLEX]

Quarterly Transaction Report ^*

Pursuant to Section IV(B)(1)(ii) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below ^** all transactions effected in Covered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts established at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit during the calendar quarter ended , 201 . I understand that I am required to report my own transactions and accounts, and transactions and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)

Title of

Security

Date of
Transaction

Number of Shares
(equity security) or
Principal Amount
(debt security)

Interest Rate

and Maturity

Date (if

applicable)

Nature of

Transaction

(Purchase,

Sale Other)

Price of

Covered

Security

Broker,

Dealer

or Bank

Name

Ticker

Symbol or

CUSIP

Number

Security Accounts (holding securities for my direct or indirect benefit)


Broker, Dealer or Bank Name	Name(s) on Account	Date Account Was Established

This report may exclude transactions and accounts as to which I had no direct or indirect influence or control, and is not an admission that I have or had any direct or indirect “Beneficial Ownership” in the securities and accounts listed above.


Dated:						Signature:

*	Please complete and submit this form no later than 30 days after the end of each calendar quarter.

**	You may attach account statements instead of listing transactions and security accounts.

Page 13 of 15

APPENDIX D

[NAME OF FUND COMPLEX]

December 31, 201 Annual Holdings Report ^*

Pursuant to Section IV(B)(1)(iii) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below ^** all holdings of Covered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts maintained at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit on December 31, 201 . I understand that I am required to report my own holdings and accounts, and holdings and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)


Title of Security	Number of Shares (equity security) or Principal Amount (debt security)	Ticker Symbol or CUSIP Number

Security Accounts (holding securities for my direct or indirect benefit)


Broker, Dealer or Bank Name		Name(s) on Account


Dated:						Signature:

*	Please complete and submit this form no later than 30 days after the end of each calendar year.

**	You may attach account statements instead of listing holdings and accounts.

Page 14 of 15

APPENDIX E

[NAME OF FUND COMPLEX]

Annual Certification of Compliance

for the Calendar Year Ended December 31, 201 .

Pursuant to Section IV(B)(2)(ii) of the Code of Ethics

To the Senior Compliance Manager:

I hereby certify that, during the calendar year specified above, I have complied with the requirements of the Code of Ethics and have disclosed or reported all accounts, holdings and personal securities transactions, if any, that I am required to disclose or report pursuant to the requirements of the Code of Ethics. I have read and understand the Code of Ethics and recognize that I am subject thereto.


Dated:						Signature:

Page 15 of 15

INVESTMENT ADVISER

CODE OF ETHICS

FOR

COVERED PERSONS

As adopted by:

Columbia Management Investment Advisers, LLC

and

Columbia Management Investment Distributors, Inc.

Effective

May 1, 2014


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 1 -

How to use this Code

The Code of Ethics (“Code”) describes the various policies and procedures you must follow as a Covered Person (including employees of Columbia Management Investment Advisers, LLC (“CMIA”) and/or Columbia Management Investment Distributors, Inc. (“CMID”) - refer to Section 3.0 of the Code for a description of persons who are deemed “Covered Persons”.

The Code is independent of the Ameriprise Code of Conduct. While both documents govern your personal conduct as an employee of the firm, the Code is your guide for personal trading activity.

Navigation

Table of Contents : The following page displays the table of contents for the Code and is your starting point for finding where you need to go. All of the major section headings are listed, followed by their sub-headings, with page numbers for each.

Section Numbers : Some sections or rules may be linked to other sections contained in the Code. Instead of repeating information throughout the document, you will be provided a cross- reference to the section number where you can find the original information. The first number represents the major section heading and the second number represents the sub-heading.

Key References

Definitions: Key terms that are capitalized, italicized and Bolded in the Code are either defined with first use or found in the definitions page.

Specific Rules by Role: Sections 2.0 through 3.0 set forth the requirements applicable to all Covered Persons subject to this Code. Employees in certain jobs are subject to more stringent guidelines based on the nature of their role and the information to which they have access. Personnel with these roles can readily access the specific rules applicable to them in sections 4.0 through 5.0.

Forms: If a form is required for a certain activity or policy, you can find it on Inside (Ameriprise Financial intranet corporate site) or by contacting Personal Trading Compliance.

Additional Resources

After reading the Code, if you have particular situations or questions that require more explanation or guidance we strongly encourage you to contact Personal Trade Compliance directly so we may assist you. You may contact us via:

Personal Trading Inbox: An email inbox staffed by our analysts during normal business hours. Describe your inquiry and send your message to personal.trading@ampf.com. We will respond to your message promptly, but at least within 24 normal business hours.

Personal Trading Hotline: If you would rather speak directly with a member of the department, call our hotline at 612-671-5196 . If we’re unavailable during our normal business hours, leave a message and we’ll respond promptly, but at least within 24 normal business hours.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 2 -

TABLE OF CONTENTS


HOW TO USE THIS CODE		2

1.0 OVERVIEW		4
1.1	Required Standards of Business Conduct	4
1.2	Fiduciary Principles	4
1.3	Basis of Rules	5
1.4	Applicability of Rules	5
1.5	Entities Adopting Code	5
1.6	Additional Policies	5

2.0 GENERAL RULES AND REPORTING REQUIREMENTS		6
2.1	General Rules for All Covered Persons	6
2.2	Reporting Requirements	7
2.3	Gifting Securities	7
2.4	Unusual Trading Activity	7
2.5	Violations or Suspected Violations	8
2.6	Sanctions	8
2.7	Recordkeeping Requirements	8

3.0 SPECIFIC TRADING RULES FOR ALL COVERED PERSONS		9
3.1	Covered Persons Definition	9
3.2	Preclearance of Security Trades	9
3.3	Limited Offerings (Private Placement) Preclearance	10
3.4	30 Day Holding Period for Individual Securities at a Profit	10
3.5	30 Day Holding Period for Covered Funds including Covered Closed-End Funds	11
3.6	Additional Rules for Certain Personnel	11

4.0 RULES BY ROLE: PORTFOLIO MANAGERS		12
4.1	Portfolio Managers Definition	12
4.2	14 Day Blackout Period	12
4.3	Personal Trading Contrary to Client Account Holdings	12

5.0 RULES BY ROLE: RESEARCH ANALYSTS		13
5.1	Research Analyst Definition	13
5.2	Prohibitions on Coverage List Securities	13

6.0 AMERIPRISE FINANCIAL INSIDER TRADING POLICY SUMMARY		14

7.0 AMERIPRISE FINANCIAL LIMITED CHOICE POLICY		15

Definitions		16
APPENDICIES		17


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 3 -

Sec. 1.0 - OVERVIEW

1.1 – Required Standards of Business Conduct

Under this Code of Ethics, all Covered Persons of CMIA and CMID, which may include persons who are employees or associated persons of Ameriprise Financial, Inc. (“Ameriprise Financial”), must comply with Ameriprise Financial’s standards of business conduct. These standards are the following:

•

You must comply with all applicable laws and regulations, including the federal securities laws;

•

You must comply with our fiduciary obligations; and

•

You must comply with this Code.

All Covered Persons have a duty to promptly report any violation or apparent violation of the Code - to the CMIA or CMID Chief Compliance Officer, Personal Trade Compliance, or other member of the General Counsel’s Office. In addition, Ameriprise Financial provides a dedicated resource through Ethicspoint ( (800) 963-6395) , a comprehensive and confidential reporting service for employees to report suspected fraud, abuse or other misconduct. This duty exists whether the violation or apparent violation is yours or that of another Covered Person . While sanctions will be imposed for violations of this Code; no adverse employment action may be taken against an employee solely in retaliation for reporting in good faith potential violations of the Code. (For additional information, please refer to the Ameriprise Handling Whistleblower Claims Policy.)

1.2 – Fiduciary Principles

The Investment Advisers Act of 1940 imposes a fiduciary duty on an investment adviser to act in utmost good faith with respect to clients, and to provide full and fair disclosure of all material facts, particularly where the adviser’s interests may be in conflict with the client’s. The adviser 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 our advised and sub-advised account clients must be placed first at all times;

•

All personal trading transactions must be conducted consistent with the rules contained in this Code and 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;

•

You should never use your position with the company, or information acquired during 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 interest of the company or its customers and clients. If such a conflict or potential conflict arises, you must report it immediately to Personal Trade Compliance either through the hotline or email inbox.

In connection with providing investment management services to clients, this includes prohibiting 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.

For example, Covered Persons should not take, or seek to take, personal advantage of unusual or limited investment opportunities appropriate for clients, and should avoid any appearance of such activities. These rules do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of this Code of Ethics will not shield company personnel from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to our clients.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 4 -

1.3 – Basis for Rules

This Code is intended to satisfy the requirements of Rule 204A-1 of the Advisers Act and Rule 17j-1 of the Investment Company Act. In addition, this Code is intended to satisfy certain FINRA requirements.

1.4 – Applicability and Scope of Code Rules

The rules of this Code apply to securities trading in any account for which you have a Beneficial Ownership . In general, Beneficial Ownership includes accounts held in the name of any of the following individuals (including as trustee or indirectly through a power of attorney):

•

You

•

Your spouse/partner

•

Your financial dependants

•

Other members of your household

•

Certain entities over which you exercise investment discretion or control

More specific examples of individuals and entities that qualify under the Beneficial Ownership definition are available in the definitions section.

1.5 – Entities Adopting/Approving Code

In addition to CMIA, the entities adopting or approving this Code include the Mutual Funds sponsored and managed by CMIA (i.e., retail mutual funds, variable portfolio funds, exchange-traded funds,), Ameriprise Certificate Company, Ameriprise Financial Services, Inc. (in its capacity as underwriter to Ameriprise Certificate Company), Columbia Management Investment Distributors, Inc. (in its capacity as underwriter to the Columbia mutual funds) and J. & W. Seligman & Co. Incorporated.

NOTE: For members serving on the Board of Directors for any of the entities listed above, this Code only applies to interested directors of the entities. Independent directors are covered under codes specific to their individual entities.

In terms of the Funds overseen by the Columbia Nations and Columbia Atlantic Boards, the Funds have adopted a separate Code of Ethics Policy; a person who is an “access person” of the Funds and an “access person” of CMIA (including any Sub-adviser) or CMID is only required to report under and otherwise comply with this Code (or the Sub-adviser’s or principal underwriter’s Rule 17j-1 code of ethics). Other “access persons” of the Funds, are covered by the Columbia Funds’ Code of Ethics Policy.

CMIA has adopted the Threadneedle Investments’ Personal Account Dealing Policy as the code of ethics that will govern the employees of Threadneedle Investments who are access persons of CMIA (the Threadneedle Personal Account Dealing Policy is appended to this Code).

1.6 – Additional Policies Covered Persons must also comply with other company policies, which are not contained in this Code, that promote fair and ethical standards of business conduct. These policies include (but are not limited to) the Ameriprise Financial Code of Conduct, the Ameriprise Handling Whistleblower Claims Policy, the Columbia Management Gifts and Benefits Policy, the Material Nonpublic Policy, the Privacy Policy, the Portfolio Holdings Disclosure Policy, the Activities Involving Outside Entities or Family Relationships Policy and the Political Contributions Policy.

Depending on their role and access to information, certain Covered Persons may be notified that they are subject to personal trading policies and requirements of one or more of CMIA’s affiliate entities, including being required to obtain pre-approval for any personal trades in accordance with that affiliate’s process in addition to the pre-approval required under this Code of Ethics. ¹ Such Covered Persons must seek to ensure that their personal trading is done in accordance with the requirements of the affiliate’s Code of Ethics/personal trading policy.

¹	Certain employees are subject to the Columbia Wanger Code of Ethics and/or the Threadneedle Investments Personal Account Dealing Policy.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 5 -

Sec. 2.0 – GENERAL RULES AND REPORTING REQUIREMENTS

2.1 – General Rules for All Covered Persons

These general rules, along with the procedures contained in the rest of this document, must always be followed:

INVESTMENT LAWS

No misuse of material non-public information relating to any securities including information relating to portfolio holdings or pricing of Covered Funds , including Covered Closed-End Funds , and RiverSource Private Funds . Refer to Section 6.0 for additional information.

No front-running. This involves an individual taking advantage of non-public information about imminent trading activity in advised accounts ( Covered Funds, Covered Closed-End Funds , Private Funds and other client accounts) by trading in a security before an account of a CMIA client does. You are not allowed to trade in a particular security ahead of, or at the same time as, accounts of Columbia clients if you have knowledge of a pending transaction.

No market timing (short-term trading) in shares of Mutual Funds or other pooled vehicles. This prohibition applies across all accounts in which you have a beneficial interest. Market timing practices are frequent trading practices by certain shareholders intended to profit at the expense of other shareholders by selling shares of a fund shortly after purchase. Market timing may adversely impact a fund’s performance by preventing the investment manager from fully investing the assets of the fund, diluting the value of shares held by long-term shareholders, or increasing the fund’s transaction costs.

COMPANY TRADING POLICIES

No purchasing of Initial Public Offerings (“ IPO s” ) of equity securities, other than IPOs of Closed-End Funds. Initial offerings of other types of securities may be acceptable; contact Personal Trade Compliance for preclearance of these issues.

No direct trades with broker/dealers’ trading desks or non-retail relationships with broker/dealers.

No speculative trading of Ameriprise Financial stock, which is characterized by multiple transactions in a short period of time, transactions in “put” or “call” options, short sales or similar derivative transactions. This includes soliciting speculative trades in Ameriprise Financial securities or offering or soliciting an opinion on Ameriprise Financial stock.

Certain Covered Persons are prohibited from joining or being a member of an investment club. If you wish to participate in an investment club, contact Personal Trade Compliance.

FAIRNESS AND TRANSPARENCY

No preferential treatment from other brokerage firms due to the Covered Person’s employment by or association with Ameriprise Financial and CMIA.

No use of Ameriprise Financial’s name (or the name of any of its subsidiaries) to obtain a better price from a broker who is a market maker in the security being traded.

When engaging in a personal securities transaction, a Covered Person shall always place the interests of clients first and avoid any actual or potential conflict of interest or abuse of his or her position. This includes using best judgment in giving investment advice to clients and not taking into consideration the Covered Person’s own personal financial situation or interests.

ADDITIONAL RULES

Additional rules are applicable to Covered Persons who fall within one or more of the following categories of personnel: Portfolio Managers or Research Analysts. These rules will be described in the “Rules by Role” in Sections 4.0 and 5.0.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 6 -

2.2 – Reporting Requirements Applicable to all Covered Persons

Initial Holdings Report and Certification: Upon becoming a Covered Person under this Code, one must disclose all Brokerage Accounts with certain securities holdings (as indicated in the Individual Securities Requirements List – Appendix A) in which they have Beneficial Ownership . All Covered Persons are notified of this requirement and are provided with a copy of the Code when they first become subject to the Code. This initial certification must be completed within 10 days of becoming a Covered Person . This information must be current as of the date no more than 45 days prior to the date the person becomes a Covered Person.

Annual Certification: Covered Persons are also required to complete an annual accounts and holdings certification. This certification allows the individual to validate the Brokerage Accounts and certain securities holdings in which they have Beneficial Ownership. Covered Persons also certify that they have received, read and understand the Code. This information must be current as of a date no more than 45 days prior to the date the report was submitted.

Quarterly Certification: On a quarterly basis, Covered Persons must also certify to securities transactions outside of a previously reported and approved Brokerage Account. The quarterly certification must be completed within 30 calendar days of the last day of the quarter.

Failure to accurately complete these certifications by the time frames specified by Personal Trade Compliance is a violation of the Code and may result in sanctions, up to and including termination.

2.3 – Gifting Securities

If you donate securities to a Non-Profit Organization , please provide the following information in writing, prior to making the gift, to Personal Trade Compliance:

•

the name of the organization to which you are giving the securities;

•

a description of the security and the number of shares being given;

•

the day you intend to buy the security (if not already owned); and

•

the day you intend to give the securities (if the gift was not actually given on the day intended, please inform Personal Trade Compliance)

Approval is not necessary for a gift to a Non-Profit Organization but Personal Trade Compliance should be notified in advance, and the 30-day holding rule and 7-day blackout rule do not apply.

For gifting securities to a For-Profit Organization , individual, trust or other person or entity (other than a Non-Profit Organization), the preclearance requirement and 7-day blackout rule do apply if you are purchasing the securities you intend to give. Refer to Section 3.2 for preclearance requirements. The 30-day rule does not apply should the recipient of the gift choose to sell the security. You will need to report the transaction on the quarterly certification form.

2.4 – Unusual Trading Activity

Department heads review your personal trading activity regularly. We may ask to review specific transactions with you or your broker if clarification is necessary. You may also be asked to supply Personal Trade Compliance with a written or oral explanation of your personal trade(s). Examples of situations that may require explanation include, but are not limited to:

•

violations of personal trading rules;

•

trades in a security shortly before trades in the same security made on behalf of CMIA clients;

•

patterns of personal trading that are similar to your clients’ trading;

•

significant changes in trading volume or excessive trading volume;

•

patterns of short-term trading;

•

significant positions in illiquid securities; and

•

a number of Covered Persons trading in the same security in the same timeframe.

In addition to the above, frequent trading activity is strongly discouraged. Although no set limit of trades during a period of time is expressly stated by the firm, Covered Persons should understand they may come under scrutiny for frequent trading activity, which could result in corrective measures if the activity is deemed especially excessive.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 7 -

2.5 – Violations or Suspected Violations

If the Chief Compliance Officer (“CCO”) or delegate becomes aware of a violation or suspected violation of the Code as a result of personal trading review, the CCO (or delegate) shall take whatever steps are deemed necessary to enforce the provisions of the Code.

A person charged with a violation of the Code may request to appear before the person or persons enforcing the Code and to respond to all charges, orally or in writing.

2.6 – Sanctions

Sanctions will be imposed for violations of this Code. These sanctions are communicated via violation letters and vary (e.g., depending on the severity of the violation, if a record of previous violations exists, etc.). Examples of potential sanctions include (but are not limited to):

•

a written reminder about the rules (with a copy to the individual’s manager);

•

notification to your broker to freeze your account from any buy-side trading, allowing only transfers and liquidations;

•

suspension of all personal trading for a specific period of time;

•

forfeiture of profits;

•

monetary fine;

•

negative impact on the individual’s bonus or other compensation and or performance rating; and

•

termination

A written record of each violation and sanction is maintained by Personal Trade Compliance.

2.7 – Recordkeeping Requirements

Personal Trade Compliance is primarily responsible for maintaining records created with respect to this policy and the procedures adopted to implement it. All records must be maintained for five years after the end of the fiscal year in which the documents were later of creation or last use, the first two in an easily accessible place.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 8 -

Sec. 3.0 – SPECIFIC TRADING RULES FOR ALL COVERED PERSONS

The following specific trading rules apply to all Covered Persons

3.1 – Covered Persons Definition

If you are a “Covered Person” (defined below), you will be notified by the Personal Trading – Code of Ethics Group that this Code applies to you.

Employees of CMIA and/or CMID and other persons who are employees and contractors of or associated with Ameriprise Financial, who (i) have access to nonpublic information regarding the purchase or sale of securities by CMIA clients or non public information regarding the portfolio holdings of Covered Funds and CMIA Private Funds , (ii) are involved in making securities recommendations to, or purchasing or selling securities for CMIA, or (iii) who have access to CMIA recommendations that are nonpublic.

These individuals meet one or more of the following criteria:

Have access to information regarding impending purchases or sales of portfolio securities for any account owned or managed by CMIA.

Have access to nonpublic information on the holdings or transactions of (i) Covered Funds advised by or sub-advised by CMIA, or for which an affiliate of CMIA serves as principal underwriter, or (ii) Private Funds .

Have access to investment research and recommendations of CMIA. However, investment research of CMIA may be shared with employees of certain approved affiliates of CMIA who are not subject to this Code, provided that they are subject to other policies and controls that seek to ensure that CMIA clients are treated fairly with respect to this sharing of research.

Work in the Investment Department of CMIA.

Participate in the investment decision-making process.

Have a specific role which compels Covered Person status, such as the member of a staff group that provides ongoing audit, technology, finance, compliance, or legal support to the asset management businesses.

Have been designated as a Covered Person for any other reason, such as working on a project where you have access to proprietary investment information.

The definition of Covered Person does not include certain senior executives of Ameriprise Financial, Inc. who have been determined by Personal Trade Compliance not to have access to nonpublic information relating to securities trading activities of CMIA.

3.2 – Preclearance of Security Trades

You must obtain prior approval – known as preclearance – when trading in any of the securities noted on the “Individual Securities Requirements List” Appendix A.

You must preclear trades in all accounts in which you have Beneficial Ownership . For example, if your spouse is planning a trade in his/her account, you are responsible for following the preclearance procedures prior to the transaction being placed.

Procedures for obtaining preclearance are detailed in the “Trade Preclearance” Appendix B.

NOTE:

•

Even if you receive preclearance, you cannot be assured that you have not violated the Code.

•

Receiving preclearance does not exempt you from other personal trading rules included in this Code.

•

In all cases preclearance is good only for the trading day it is granted.

EXEMPTIONS:


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 9 -

•

Certain transactions are exempt from the preclearance requirement. The following are some common examples – a more detailed list is available in Appendix A: Opening and subsequent transactions in a 529 Education Plan and transactions that are non-volitional (e.g., stock splits, automatic conversions)

3.3 – Limited Offerings (Private Placement) Preclearance – Equity and Fixed Income

All Covered Persons need to obtain approval to invest in any Limited Offerings (i.e., a security not offered to the general public including private placements of issuers such as hedge funds). Approvals must be obtained in writing from your immediate leader and Personal Trade Compliance prior to investing (note exception processing below applicable to Private Funds sponsored and managed by CMIA. Before making such a request, you should consider whether your investment might create a conflict with a business interest of CMIA or any of its affiliates).

Procedures for obtaining preclearance are detailed in the “Private Placement Preclearance” Appendix C.

SPECIAL INSTRUCTIONS FOR INVESTMENTS IN CMIA PRIVATE FUNDS

When seeking to make an initial investment in CMIA Private Funds you must:

Obtain your immediate leader’s approval

Submit your request and leader’s approval to Hedge Fund Administration as you go through the normal subscription process for that fund. Hedge Fund Administration will grant or deny approval in consultation with Personal Trade Compliance.

When seeking to make a subsequent investment in a CMIA Private Fund you must:

Submit your request to Hedge Fund Administration as you go through the normal subscription process for that fund. Hedge Fund Administration will grant or deny approval.

3.4 – 30 Day Holding Period for Individual Securities at a Profit

Short- term trading at a profit in securities on the “Individual Securities Requirements” List Appendix A is prohibited under the Code. Covered Persons may not buy, then sell (or sell short, then cover the short) the same securities (or equivalent) within 30-calendar days if the trade would result in realizing a gain. You must wait until calendar day 31 ( Trade Date + 30) to trade out of your position at a profit. This prohibition applies across all accounts in which you have Beneficial Ownership (so that you cannot buy securities (or equivalent) in one account and sell the same security (or equivalent) from another account within 30 days at a net profit). Refer to Appendix G that provides additional guidance in terms of the application of this rule to option trading.

When calculating the 30-day holding period, you must use the last-in, first-out (“LIFO”) method. We use LIFO to discourage short-term trading. A first-in, first-out (“FIFO”) or specific identification method could subvert this objective. However, systematic purchases that are automated investments at periodic intervals (including Dividend Reinvestments) are not subject to, and will not trigger, a 30-day holding period.

HARDSHIP EXEMPTIONS

In certain limited circumstances, an exemption to the holding period may be available, such as in the case of a material change to a Covered Person’s economic circumstances. Exemptions must be approved by the CCO or delegate in advance of any trade that would otherwise violate the holding period. Contact Personal Trade Compliance to apply for an exemption.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 10 -

3.5 – 30 Day Holding Period for Covered Funds , including Covered Closed-End Funds

No Covered Person may sell shares of a Covered Fund , including Covered Closed-End Funds held for less than 30 calendar days .

You must wait until calendar day 31 ( Trade Date + 30) to sell or redeem all or part of your position in a Covered Fund , which includes Covered Closed-End Funds . This prohibition applies across all accounts in which you have a Beneficial Ownership (so that you cannot buy shares of a Covered Fund , including a Covered Closed-End Fund in one account and sell them from another account within 30 days).

When calculating the 30-day holding period, you must use the last-in, first-out (“LIFO”) method. Shares acquired from reinvested fund dividends and distributions are excluded from the 30 day holding period. We use LIFO to discourage short-term trading. A first-in, first-out (“FIFO”) or specific identification method could subvert this objective.

KEY REMINDERS:

Covered Persons are prohibited from engaging in market timing (short-term trading) in shares of any Mutual Fund or other pooled vehicles and must comply with the holding period policy established by any Mutual Fund held, even though the Mutual Fund may not be a Covered Fund . Please see the Mutual Fund’s prospectus for further information.

EXEMPTIONS:

Money Markets, Automated Investments and Withdrawal Programs and Dividend Reinvestments are not subject to, and will not trigger, a 30-day holding period.

3.6 – Additional Rules for Certain Personnel

Additional rules are applicable to Covered Persons who fall within one or more of the following categories of personnel:

•

Portfolio Managers

•

Research Analysts

These rules will be described in the “Rules by Role” in Sections 4.0 and 5.0.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 11 -

Sec. 4.0 – RULES BY ROLE: PORTFOLIO MANAGERS

In addition to being subject to the rules described for Covered Persons (Section 3.0), Portfolio Managers are subject to the following specific rules.

4.1 – Portfolio Managers Definition

Portfolio Managers are individuals with direct responsibility and authority over investment decisions affecting any account owned or managed by CMIA and includes the person responsible for day-to-day investment decisions and other members of the Portfolio Manager’s investment team.

4.2 – 14 Day Blackout Period

Portfolio Managers are not allowed to buy or sell a security during the fourteen-day blackout period:

•

Trade Date less 7 calendar days before and Trade Date plus 7 calendar days after a fund or account they manage trades in that same (or equivalent) security. This means a Portfolio Manager must wait until calendar day 8 to trade the security.

In certain limited instances, Personal Trading at its discretion may determine that a trade should be deemed to have not caused a black out violation (e.g., unexpected significant client redemption or inflow triggering a sales or purchases in all securities held in the client portfolio).

4.3 – Personal Trading Contrary to Client Account Holdings, including Fund Holdings

Portfolio Managers are prohibited from engaging in the short sale of a security if at the time of the transaction , any fund or account they manage has a long position in that same security.

In addition, Portfolio Managers are prohibited from buying a security personally if at the time of the transaction , they are short that position in any fund or account they manage.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 12 -

Sec. 5.0 – RULES BY ROLE: RESEARCH ANALYSTS

In addition to being subject to the rules described for Covered Persons (Section 3.0), Research Analysts are subject to the following specific rules.

5.1 – Research Analyst Definition

Research Analysts are individuals who are responsible for making new investment recommendations or changes in recommendations. The rules below only apply to those research analysts who prepare and issue research reports for internal use (generally for the use of Portfolio Managers and other research analysts and investment personnel).

5.2 – Prohibitions on Coverage List Securities

Research Analysts are prohibited from engaging in a personal securities transaction that involves securities issued by issuers on their Coverage List at the security (not issuer) level. This restriction includes securities convertible into, options on, and derivatives of, such securities.

For example, a bond Research Analyst would be restricted from buying bonds of an issuer on their Coverage List, but would not be restricted from buying stock of the issuer.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 13 -

Sec. 6.0 – AMERIPRISE FINANCIAL INSIDER TRADING POLICY

Ameriprise Financial prohibits any associated person from trading on the basis of or otherwise misusing material non-public (“inside”) information. A summary of the policy is available below. The full policy is available on Inside. Further Columbia Management has adopted a Material Nonpublic Information Policy that implements the Ameriprise Insider Trading Policy.

6.1 – What is “Insider Trading?”

Insider trading is generally understood as the practice of an individual trading securities while in possession of material, non-public information regarding those securities. Knowing the information has not been made public, the “insider” uses the information to their own trading advantage, placing other investors at a disadvantage since they did not have the opportunity to view the information at the same time.

The securities laws make it unlawful for any person, while in the possession of material non-public information, to trade or to recommend trading in securities, or to communicate the material non-public information to others (sometimes referred to as “tipping”).

6.2 – What is “material, non-public information?”

Information is “material” if its dissemination is likely to affect the market price of any of the company’s or other issuers’ securities or is likely to be considered important by reasonable investors, including reasonable speculative investors, in determining whether to trade in such securities.

Non-public information is information that has not been made available to investors generally. Information can become public through disclosure in a national business and financial wire service, by a news service, or in a publicly disseminated disclosure document sufficient to consider the information generally available.

If you are uncertain as to whether the information you possess is material non-public information on which no trading may occur, you should immediately contact an attorney in the General Counsels Office (GCO). Pending a final determination in consultation with the GCO, the information should be treated as material non-public information that cannot otherwise be communicated to any other person or misused. Refer to the Columbia Management Material Nonpublic Information Policy for additional requirements.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 14 -

Sec. 7.0 – AMERIPRISE FINANCIAL LIMITED CHOICE POLICY

In order to comply with SEC expectations concerning the monitoring of trading activity within Covered Person accounts, Ameriprise Financial maintains a “limited choice” brokerage policy which dictates where certain types of securities must be held and traded.

7.1 – Limited Choice Brokers

Unless you have an exception approved by Personal Trade Compliance, your personal securities must be held and trading must be conducted through one of three brokers – Ameriprise Financial Brokerage, Charles Schwab, or Merrill Lynch. This includes all accounts for which you are deemed to have Beneficial Ownership (see Section 1.4).

7.2 – Opening New Accounts

You must immediately report any new accounts opened by completing the following steps:

Complete the Brokerage Account Notification Form Appendix E and return it to Personal Trade Compliance. Failure to properly carry out this notification process may result in a sanction.

Notify your broker of your association with Ameriprise Financial. You are responsible for notifying your broker that you are affiliated with or employed by a broker/dealer and ensuring that Personal Trade Compliance is provided with duplicate statements and confirmations for your account(s).

7.3 – Types of Securities Subject to the Limited Choice Policy

The types of securities that are subject to the Limited Choice Policy are specified on the Individual Securities Requirements List Appendix A.

If you maintain a Brokerage Account outside of the limited choice brokers (Ameriprise Financial, Merrill Lynch, or Charles Schwab) that holds securities subject to the limited choice policy, you have the following options:

You may transfer the subject holdings to a like-ownership account at one of the approved brokers.

You may liquidate the subject holdings (subject to the requirements in the Code) and either hold the proceeds as cash or reinvest in non-subject securities.

You may apply for an exception.

7.4 – Exceptions

Exceptions to the Limited Choice Policy are rare. If you believe your situation warrants an exception, complete the Limited Choice Exception Request Form Appendix F.

If you are granted an exception, you are responsible for ensuring that Personal Trade Compliance receives duplicate confirmations and statements.

An exception to the Limited Choice Policy does not make you exempt from complying with all other requirements in this Code of Ethics.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 15 -

DEFINITIONS

This page offers brief definitions for terms frequently used in the Code of Ethics. These terms appeared in the Code as bolded and italicized. Select definitions may direct you to additional reference sheets located in the appendix that contains information subject to frequent updates. These reference sheets should be consulted on a regular basis to ensure complete compliance with the Code of Ethics.

Beneficial Ownership: A beneficial owner of an account or a security includes any person who, directly or indirectly, has or shares voting or investment power. For the purposes of the Code of Ethics, a beneficial owner includes accounts held in the name of: you, your spouse/partner and/or any financially dependent members of your household (while this normally applies to dependent children, adult children living with older parents are also included)

In addition, you also have Beneficial Ownership if any of the individuals listed above:

•

Is a trustee or custodian for an account (e.g., for a child or parent)

•

Exercises discretion over an account via a power of attorney arrangement or as an executor of an estate after death

•

Participates in an investment club

•

Has another arrangement where they give advice and also have a direct or indirect ownership (e.g. treasurer of an outside organization).

Brokerage Account : A Brokerage Account is an account held at a licensed brokerage firm in which securities on the Securities Reporting List are bought and sold (e.g., stocks, bonds, futures, options, Covered Funds). This includes employer-sponsored incentive savings plans.

Closed-End Funds : A closed-end fund is a publicly traded investment company that raises a fixed amount of capital through an Initial Public Offering (IPO). The fund is then structured, listed and traded like a stock on a stock exchange.

Covered Closed-End Funds : Closed-End Funds for which CMIA serves as an investment adviser. The current list of Covered Closed-End Funds is available as a reference sheet in Appendix D.

Covered Funds : Closed-End Funds, Mutual Funds, and Exchange-Traded Funds for which CMIA serves as an investment adviser or sub-adviser, or for which an affiliate of CMID serves as principal underwriter. The current list of Covered Funds is available as a reference sheet in Appendix D.

Covered Person: Covered Persons are individuals either directly employed by CMIA or CMID or those who have access to non-public trading or holdings information of clients of CMIA. The full criteria for being considered a Covered Person appears in Section 3.0.

Initial Public Offering or (IPO ): An offering of securities issued to the public for the first time, typically with the assistance of an underwriting firm and selling group. Employees of Ameriprise Financial and its affiliates are generally prohibited from acquiring equity securities via an IPO, but other types of securities may be acceptable. Please contact Personal Trade Compliance for additional instructions.

Mutual Funds : U.S.-registered open-end investment companies, the shares of which are redeemable on any trading day at the net asset value, including those funds that are variable portfolios offered primarily as investment options to insurance companies.

Private Funds : Private investment funds sponsored and managed by CMIA.

Portfolio Managers: Individuals with direct responsibility and authority over investment decisions affecting any account owned or managed by CMIA and includes the person responsible for day-to-day investment decisions and other members of the Portfolio Manager’s investment team.

Research Analysts: Individuals who are responsible for making new investment recommendations or changes in recommendations.

Trade Date : Policies that involve holding periods or blackout periods often refer to “trade date” as the time to begin calculating the restriction. “ Trade Date ” is when the trade is first placed, as opposed to “settlement date.” The Code does not use “settlement date” for any of its policies.


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 16 -

APPENDIX

These procedure sheets and reference charts are provided to aid you in complying with the policies described in the Code. They can be found on Inside or by contacting Personal Trading Compliance.

A – Individual Securities Requirements List

B –Trade Preclearance

C- Private Placement Preclearance

D – Covered Funds List

E – Brokerage Account Notification Form

F – Limited Choice Brokerage Exception Form

G – Option Trading Guidelines

H – Threadneedle Investments Personal Account Dealing Policy


		Questions: contact Personal Trading at 612-671-5196 or send email to Personal.Trading@ampf.com			- 17 -

LOGO

Table of Contents


Purpose of Code			1

Why Do We Have a Code of Ethics?			2

Does the Code of Ethics Apply to You?			2

Restrictions on Personal Investing Activities			4

Reporting Requirements			7

Can there be any exceptions to the restrictions?			9

Confidential Information			10

Conflicts of Interest			10

What happens if you violate the rules in the Code of Ethics?			11

American Century Investments’ Quarterly Report to Fund Directors			11

APPENDIX 1: DEFINITIONS			13

APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?			16

APPENDIX 3: CODE-EXEMPT SECURITIES			19

APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS			20

SCHEDULE A: BOARD APPROVAL DATES			23

SCHEDULE B: SUBADVISED FUNDS			24

Defined terms are in bold italics . Frequently used terms are defined in Appendix 1.

Purpose of Code

The Code of Ethics guides the personal investment activities of American Century Investments (ACI) employees (including full and part-time employees, contract and temporary employees, officers and directors), and members of their immediate family . ¹ The Code of Ethics aids in the elimination and detection of personal securities transactions by employees that might be viewed as fraudulent or might conflict with the interests of our client portfolios. Such transactions may include:

•

the misuse of client trading information for personal benefit (including so-called “front-running”),

•

the misappropriation of investment opportunities that may be appropriate for client portfolios,

•

and excessive personal trading that may affect our ability to provide services to our clients.

Violations of this Code must be promptly reported to the Chief Compliance Officer.

¹	The Directors of ACI registered investment companies (our “Fund Clients”) who are not “interested persons” (the “Independent Directors”) are covered under a separate Code applicable only to them.


			1

LOGO

Why Do We Have a Code of Ethics?

A.	Investors have placed their trust in ACI

As an investment adviser, ACI is entrusted with the assets of our clients for investment purposes. Our employees’ personal trading activities and the administration of the Code are governed by these general fiduciary principles:

•

The interests of our clients must be placed before our own.

•

Any personal securities transactions must be conducted consistent with this Code and in a manner as to avoid even the appearance of a conflict of interest.

Complying with these principles is how we earn and keep our clients’ trust. To protect this trust, we will hold ourselves to the highest ethical standards.

B.	ACI wants to give you flexible investing options

Management believes that ACI’s own mutual funds and other pooled investment vehicles provide a broad range of investment alternatives in virtually every segment of the securities market. We encourage ACI employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.

Our employees are able to undertake personal transactions in stocks and other individual securities subject to the terms of this Code. All employees are required to report their personal security transactions under this Code. Additionally, Portfolio, Investment and Access Persons are required to receive preclearance of transactions and further limitations are placed on the transactions of Portfolio and Investment Persons.

C.	Federal law requires that we have a Code of Ethics

The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have safeguards in place to prevent personal investment activities that might take inappropriate advantage of our fiduciary position. These safeguards are embodied in this Code of Ethics. ²

Does the Code of Ethics Apply to You?

Yes! All ACI employees and contract personnel must observe the principles contained in this Code of Ethics. This Code applies to your personal investments, as well as those for which you are a beneficial owner . However, there are different requirements for different categories of employees. The category in which you have been placed generally depends on your job function, although circumstances may prompt us to place you in a different category. The range of categories is as follows:

²	Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940 serve as a basis for much of what is contained in ACI’s Code of Ethics.


			2

LOGO

Fewest

Restrictions

Most

Restrictions

Non-Access Person
Portfolio Person

Access Person

Investment Person

The standard profile for each of the categories is described below:

A.	Portfolio Persons

Portfolio Persons include portfolio managers (equity or fixed income), and any other Investment Persons (as defined below) with authority to enter purchase/sale orders on behalf of client portfolios.

B.	Investment Persons

Investment Persons include:

•

Any supervised persons that have access to nonpublic information regarding any client portfolio’s securities trading, securities recommendations, or portfolio holdings or are involved in making securities recommendations that are nonpublic; and

•

Any officers and directors of an investment adviser .

C.	Access Persons

Access Persons are persons who, in connection with their regular function and duties, consistently obtain information regarding current purchase and sale recommendations and daily transaction and holdings information concerning client portfolios. Examples of persons that may be considered Access Persons include:

•

Persons who are directly involved in the execution, clearance, and settlement of purchases and sales of securities (e.g. certain investment accounting operations personnel);

•

Persons whose function requires them to evaluate trading activity on a real time basis (e.g. attorneys, accountants, portfolio compliance personnel);

•

Persons who assist in the design, implementation, and maintenance of investment management technology systems (e.g. certain I/T personnel);

•

Support staff and supervisors of the above if they are required to obtain such information as a part of their regular function and duties; and

•

An officer or “interested” director of our Fund Clients.

Single, infrequent, or inadvertent instances of access to current recommendations or real-time trading information or the opportunity to obtain such information through casual observance or bundled data security access may not be sufficient to qualify you as an Access Person.

D.	Non-Access Persons

If you are an officer, director, employee or contractor of ACI and you do not fit into any of the above categories, you are a Non-Access Person. While your trading is not subject to preclearance and other restrictions applicable to Portfolio, Investment, and Access Persons, you are still subject to the remaining provisions of the Code and are required to report to


			3

LOGO

ACI certain information regarding brokerage accounts and accounts invested in reportable mutual funds that you own or beneficially own (please refer to “Reporting Requirements Applicable to All Employees”). ³

Restrictions on Personal Investing Activities

A.	Principles of Personal Investing

All ACI employees, officers, and directors, and members of their immediate family, must comply with the federal securities laws and other governmental rules and regulations, and maintain ACI’s high ethical standards when making personal securities transactions. You must not misuse nonpublic information about client security holdings or contemplated, pending, or completed portfolio transactions for your personal benefit or the benefit of others. Likewise, you may not cause a client portfolio to take action, or fail to take action, for your personal benefit.

In addition, investment opportunities appropriate for client portfolios should not be retained for the personal benefit of yourself or others. Investment opportunities arising as a result of ACI investment management activities must first be considered for inclusion in our client portfolios.

B.	Preclearance of Personal Securities Transactions

[Portfolio, Investment, and Access Persons]

Preclearance of personal securities transactions allows ACI to prevent certain trades that may have the possibility to conflict with client trading activities. The nature of securities markets makes it impossible for us to predict all conflicts. As a consequence, even trades that are precleared can result in potential conflicts between your trades and those affected for client portfolios. You are responsible for avoiding such conflicts with any client portfolios for which you make investment recommendations. You have an obligation to ACI and its clients to avoid even a perception of a conflict of interest with respect to personal trading activities.

All Portfolio, Investment, and Access Persons must comply with the following preclearance procedures prior to entering into (i) the purchase or sale of a security for your own account or (ii) the purchase or sale of a security for an account for which you are a beneficial owner . ⁴

Is the security a “Code-Exempt Security”?

Check Appendix 3 to see if the security is listed as a c ode-exempt security . If it is, then you may execute the transaction. Otherwise, proceed to the next step.

Preclear the transaction with Compliance by ⁵ accessing the Code of Ethics system and entering your request at the Precelearance Request Entry screen. If you are outside of ACI’s office, you may e-mail your request to CE-Code_of_Ethics@americancentury.com . You will be required to provide the following :

•

Broker and account number used for the transaction;

•

Issuer name;

•

Security identifier (Ticker symbol, CUSIP number, etc.);

³	See *Reporting Requirements* for details on required reporting.

⁴	See *Appendix 2* for an explanation of beneficial ownership.

⁵	If you are the Chief Investment Officer of an *investment adviser* , your preclearance request must be approved by the Chief Compliance Officer or his or her designee.


			4

LOGO

•

Currency;

•

Type of security (stock, bond, note, etc.);

•

Number of shares; and

•

Nature of transaction (purchase or sale).

The request will be reviewed through our preclearance process. You will receive an e-mail informing you of your approval or denial within 48 hours of entering your request.

If you receive preclearance for the transaction, ⁶ you may execute the approved transaction the day your preclearance is granted and the following two (2) business days (“the Preclearance Period”). For example, if preclearance is granted at 3:00 p.m. on Wednesday, you have until the close of the market on Friday to execute the trade. If you do not execute the approved transaction within the Preclearance Period, you must repeat the preclearance procedure prior to executing the transaction.

ACI reserves the right to restrict the purchase or sale by Portfolio, Investment, and Access Persons of any security at any time. Such restrictions are imposed through the use of a Restricted List that will cause the Code of Ethics system to deny the approval of preclearance to transact in the security . Securities may be restricted for a variety of reasons including without limitation, the possession of material nonpublic information by ACI or its employees.

C.	Additional Trading Restrictions

[Portfolio and Investment Persons]

The following additional trading restrictions apply if you are a Portfolio or Investment Person:

Initial Public Offerings You may not acquire securities issued in an initial public offering .

Private Placements Before you acquire any securities in a private placement , you must obtain approval from the Chief Investment Officer. Request for preclearance can be submitted by entering your request in the Preclearance Request Entry screen in the Code of Ethics system or by emailing your request to CE-Code of Ethics (or LG-Personal Security Trades@americancentury.com if emailing from outside of ACI’s email systems) . While your preclearance request is pending or if you own or beneficially own the privately-placed security, you may not participate in any consideration of an investment in securities of the private placement issuer for any client portfolios

60-Day Rule (Short-Term Trading Profits) You may not profit from any purchase and sale, or sale and purchase, of the same (or equivalent) securities other than code-exempt securities within sixty (60) calendar days.

D.	Seven-Day Blackout Period

[Portfolio Persons]

If you are a Portfolio Person, you may not purchase or sell a security other than a code exempt security during the seven (7) calendar days before and after the day it has been traded in a client portfolio that you manage (i.e., if a client portfolio transacts in a security on Monday, the Portfolio Persons managing the client portfolio must not personally trade in the security from the Monday before until the Monday after the client portfolio transaction.

E.	Securities held in your funds [Portfolio Persons]

⁶	See *Appendix 4* for a description of the preclearance process.


			5

LOGO

Personally investing in the same securities held by the client portfolios you manage may result in a conflict of interest. To mitigate this risk, you may not sell a security in which your client portfolio has a long position or purchase a security in which your client portfolio has a short position.

F.	Trading on Inside Information

[All Employees]

Federal law prohibits you from trading based on material nonpublic information received from any source or communicating this information to others. This could include confidential information received by employees regarding securities that are, or maybe considered as potential, portfolio investments. You are expected to abide by the highest ethical and legal standards in conducting your personal investment activities. For more information regarding what to do when you believe you are in possession of material nonpublic information, please consult ACI’s Insider Trading Policy .

G.	Trading in ACI Mutual Funds

[All Employees]

Excessive, short-term trading of ACI client portfolios and other abusive trading practices (such as time zone arbitrage) may disrupt portfolio management strategies and harm fund performance. These practices can cause funds to maintain higher-than-normal cash balances and incur increased trading costs. Short-term and other abusive trading strategies can also cause unjust dilution of shareholder value if such trading is based on information not accurately reflected in the price of the fund.

You may not engage in short-term trading or other abusive trading strategies with respect to any ACI client portfolio. For purposes of this Code, ACI client portfolios include any mutual fund, variable annuity, institutional, or other account advised or subadvised by ACI. ⁷

Seven-Day Holding Period . You will be deemed to have engaged in short-term trading if you have purchased shares or otherwise invested in a variable-priced (non-money market) ACI client portfolio and redeem shares or otherwise withdraw assets from that portfolio within seven (7) days. In other words, if you make an investment in an ACI fund, you may not redeem shares from that fund before the completion of the seventh (7 ^th ) day following the purchase date.

Limited Trading Within 30 Days . We realize that abusive trading is not limited to a 7-day window. As a result, we may deem the sale of all or a substantial portion of an employee’s purchase to be abusive if the sale is made within 30 days, and it happens more than once every rolling twelve months.

These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a beneficial owner , including brokerage accounts, direct shareholder accounts, retirement plans, subadvised accounts, or accounts held through an intermediary

Transactions NOT Subject to Limitations . Automatic investments such as AMIs, dividend reinvestments, employer plan contributions, and payroll deductions are not considered transactions for purposes of the holding requirements. Redemptions in variable-priced funds that allow CheckWriting privileges will not be considered redemptions for purposes of the holding requirements.

Information to be Provided . You are required to provide certain information regarding mutual fund accounts beneficially owned by you. See the Reporting Requirements for your applicable Code of Ethics classification.

Reporting Requirements

⁷	See *Schedule A* for a list of Fund Clients. See *Schedule B* for a list of *subadvised funds* .


			6

LOGO

You are required to file complete, accurate, and timely reports of all required information under this Code. All reported information is subject to review for indications of abusive trading, misappropriation of information, or failure to adhere to the requirements of this Code.

A.	Reporting Requirements Applicable to All Employees

Code Acknowledgement

Upon employment, any amendment of the Code, and not less than annually thereafter, you will be required to acknowledge that you have received, read, and will comply with this Code. Compliance will notify you when you must provide this information.

Brokerage Accounts and Duplicate Confirmations

You are required to report any brokerage accounts that you own or beneficially own and to instruct your broker-dealer to send duplicate confirmations of all transactions in reportable brokerage accounts to:

American Century Investments

Attention: Compliance

P.O. Box 410141

Kansas City, MO 64141-0141

“ Reportable brokerage accounts ” include both brokerage accounts maintained by you and brokerage accounts maintained by a person whose trades you must report because you are a beneficial owner .

Reporting of Mutual Fund Accounts

Employee-owned ACI Direct Accounts/ ACI Retirement Plans

You are not required to report ACI Direct and ACI Retirement Plan accounts held under your own Social Security number. Trading in these accounts will be monitored based on information contained on our transfer agency and retirement plan systems.

Beneficially Owned Direct Accounts

You must report the following information for ACI Direct accounts in which you have a beneficial ownership interest held under a taxpayer identification or Social Security number other than your own (so-called “ beneficially owned direct accounts ”):

•

Account number; and

•

Name(s) of record owner(s) of the account.

Trading in these accounts will be monitored based on information contained on our transfer agency system.

Certain Third-Party Accounts invested in funds managed by ACI.

You are required to report other accounts invested in funds managed by ACI such as those invested in (i) any subadvised fund (see Schedule B of this Code for a list of subadvised funds ); and (ii) non-ACI retirement plan, unit investment trust, variable annuity, or similar accounts in which you own or beneficially own reportable mutual funds . The following information must be reported for these accounts:


			7

LOGO

•

Name of the financial institution where held;

•

Account number; and

•

Name(s) of the record owner(s) of the account.

In addition, you must provide either account statements or confirmations of all trading activity in reportable third-party accounts to Compliance within 30 calendar days of the end of each calendar quarter.

B.	Additional Reporting Requirements for Portfolio, Investment, and Access Persons

Holdings Report

Within ten (10) calendar days of becoming a Portfolio, Investment, or Access Person, and annually, thereafter, you must submit a Holdings Report. You will be notified by e-mail of the dates and requirements for filing the report(s). The information submitted must be current as of a date no more than 45 calendar days before the report is filed and include the following:

•

A list of all securities , other than certain code-exempt securities ⁸ , that you own or in which you have a beneficial ownership interest. This listing must include the financial institution, account number, security identifier and description, number of shares, currency, and principal amount of each covered security .

•

A summary of your relationships that may conflict with the interests of ACI, such as outside employment, relationships with competitors, suppliers, vendors, independent contractors or consultants of ACI, or relationships with directors or trustees in outside organizations other than community charitable activities, education activities, or dissimilar family business.

•

Portfolio and Investment Persons must also provide a list of all reportable mutual fund holdings owned or in which they have a beneficial ownership interest. This list must include investments held directly through ACI, investments in any subadvised fund , holdings in a reportable brokerage account , and holdings in non-ACI retirement plans, unit investment trusts, variable annuity, or similar accounts.

Quarterly Transactions Report

Within thirty (30) calendar days of the end of each calendar quarter, all Portfolio, Investment, and Access Persons must submit a Quarterly Transactions Report. Compliance will notify you of the dates and requirements for filing the report. A report of the transactions for which we have received your duplicate trade confirmations during the quarter will be provided for your review. It is your responsibility to review the completeness and accuracy of this report, provide any necessary changes, and certify its contents when submitted.

The Quarterly Transactions Report must contain the following information about each personal securities transaction undertaken during the quarter other than those in certain c ode exempt securities :

•

The financial institution’s name and account number in which the transaction was executed;

•

The date of the transaction, the security identifier and description and number of shares or the principal amount of each security involved;

•

The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition; and

•

The transaction price, currency and amount.

In addition, information regarding your reportable brokerage and other accounts should be verified at this time.

⁸	See *Appendix 3* for a listing of *code-exempt securities* that must be reported.


			8

LOGO

Portfolio and Investment Persons are also required to report transactions in reportable mutual funds . The Quarterly Transactions Report for such persons must contain the following information about each transaction during the quarter:

•

The date of the transaction, the fund identifier and description and number of shares or units of each trade involved;

•

The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;

•

The transaction price, and amount; and

•

The financial institution’s name and account number in which the trade was executed.

Transactions of reportable mutual funds that do not need to be reported by Portfolio and Investment Persons include:

•

Reinvested dividends;

•

Transactions in ACI retirement plan accounts;

•

Transactions in mutual fund accounts held directly through ACI under your Social Security number;

•

Transactions in beneficially-owned Direct accounts if the account has been previously reported under this Code; and

•

Transactions in reportable third-party accounts for which the account statements or confirmations are provided to Compliance within 30 days of the end of the calendar quarter in which the transactions took place.

Reportable mutual fund transactions in reportable brokerage accounts must be included on the Quarterly Transaction Report.

Can there be any exceptions to the restrictions?

Yes. The Chief Compliance Officer or his or her designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis.

A.	How to Request an Exemption

E-mail a written request to -CE-Code of Ethics (or CE-Code_of_Ethics@americancentury.com if emailing from outside ACI’s email system) detailing your situation.

B.	Factors Considered

In considering your request, the Chief Compliance Officer or his or her designee may grant your exemption request if he or she is satisfied that:

•

Your request addresses an undue personal hardship imposed on you by the Code of Ethics;

•

Your situation is not in conflict with the Code; and

•

Your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics.

C.	Exemption Reporting

All exemptions must be reported to the Boards of Directors/Trustees of our Fund Clients at the next regular meeting following the initial grant of the exemption. Subsequent grants of an exemption of a type previously reported to the Boards may be affected without reporting. The Boards of Directors/Trustees may choose to delegate the task of receiving and reviewing reports to a committee comprised of Independent Directors/Trustees.


			9

LOGO

D.	Thirty-Day Denial Exemption on Sales

An exemption may be requested when a request to sell a security has been denied once a week over a 30-day timeframe. The covered person must be able to verify that they have periodically entered a preclearance request to sell a security in the Code of Ethics system at least four times over a 30-day period. A written request must be e-mailed to “ CE-Code of Ethics ” to request the exemption. The Chief Compliance Officer or his or her designee will review the request and determine if the exemption is warranted. If approval is granted, compliance will designate a short trading window during which the sale can take place.

E.	Non-volitional Transaction Exemption

Certain non-volitional purchase and sale transactions are exempt from the preclearance requirements of the Code. These transactions include stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, receipt of securities as gifts, the giving of securities , inheritances, margin/ maintenance calls (where the securities to be sold are not directed by the covered person), dividend reinvestment plans, and employer sponsored payroll deduction plans. These purchase and sale transactions, however, shall be reported in the Quarterly Transaction Report and Annual Holdings Report.

F.	Blind Trust/Managed Account Exemption

An exemption from the preclearance and reporting requirements of the Code may be requested for securities that are held in a blind or quasi-blind trust arrangement or a managed (discretionary) account. For the exemption to be available, you or a member of your immediate family must not have authority to advise or direct securities transactions of the trust or managed account. The request will only be granted once the covered person and the investment adviser for the trust or managed account certify that the covered person or members of their immediate family will not advise or direct transactions. ACI must receive statements at least quarterly for transactions within the trust or managed account. The employee and/or adviser may be requested by Compliance to re-certify the trust arrangement.

Confidential Information

All information about Clients’ securities transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated securities transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any security . Employees should consult the Portfolio Holdings and Characteristics Disclosure and the Confidential Asset and Information Security policies before disseminating information to individuals that otherwise do not have access to the information. This does not apply to information which has already been publicly disclosed.

Conflicts of Interest

You must receive prior written approval from the General Counsel or his or her designee, as appropriate, to do any of the following:

•

Negotiate or enter into any agreement on a Client’s behalf with any business concern doing or seeking to do business with the Client if you, or a person related to you, has a substantial interest in the business concern;

•

Enter into an agreement, negotiate or otherwise do business on the Client’s behalf with a personal friend or a person related to you; or

•

Serve on the board of directors of, or act as consultant to, any publicly traded corporation. Please note that the American Century Investment’s Business Code of Conduct also contains limitations on outside employment and directorships.


			10

LOGO

What happens if you violate the rules in the Code of Ethics?

If you violate the rules of the Code of Ethics, you may be subject to serious penalties. Violations of the Code and proposed sanctions are documented by Compliance and submitted to the Code of Ethics Review Committee. The Committee consists of representatives of each investment adviser and the Compliance and Legal departments of ACI. The Committee is responsible for determining the materiality of Code violations and appropriate sanctions.

A.	Materiality of Violation

In determining the materiality of a violation, the Committee considers:

•

Evidence of violation of law;

•

Indicia of fraud, neglect, or indifference to Code provisions;

•

Frequency of violations;

•

Monetary value of the violation in question; and

•

Level of influence of the violator.

B.	Penalty Factors

In assessing the appropriate penalties, the Committee will consider the foregoing in addition to any other factors they deem applicable, such as:

•

Extent of harm to client interests;

•

Extent of unjust enrichment;

•

Tenure and prior record of the violator;

•

The degree to which there is a personal benefit from unique knowledge obtained through employment with ACI;

•

The level of accurate, honest and timely cooperation from the covered person; and

•

Any mitigating circumstances.

C.	The penalties which may be imposed include, but are not limited to:

Non-material violation

Warning (notice sent to manager); and/or

Attendance at a Code of Ethics training session; and/or

Suspension of trading privileges.

Penalties for material or more frequent non-material violations will be based on the circumstances of the violation. These penalties could include, but are not limited to

Suspension of trading privileges; and/or

Fine; and/or

Suspension or termination of employment.

In addition, you may be required to surrender to ACI any profit realized from any transaction(s) in violation of this Code of Ethics.

American Century Investments’ Quarterly Report to Fund Directors/Trustees


			11

LOGO

ACI will prepare a quarterly report to the Board of Directors/Trustees of each Fund Client of any material violation of this Code of Ethics.


			12

LOGO

APPENDIX 1: DEFINITIONS

1.	“Automatic Investment Plan”

“Automatic investment plan” means a program in which regular periodic purchases, exchanges or redemptions are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation including dividend reinvestment plans.

2.	“Beneficial Ownership” or “Beneficially Owned”

See “ Appendix 2 : What is Beneficial Ownership?”

3.	“Code-Exempt Security”

A “code-exempt security” is a security in which you may invest without preclearing the transaction with ACI. The list of code-exempt securities appears in Appendix 3 .

4.	“Federal Securities Law”

Federal securities law means the Securities Act of 1933, the Securities Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted by the Commission or the Department of Treasury.

5.	“Initial Public Offering”

“Initial public offering” means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market.

6.	“Investment Adviser”

“Investment adviser” includes each investment adviser listed on Schedule A

7.	“Member of Your Immediate Family”

A “member of your immediate family” means any of the following:

•

Your spouse or domestic partner;

•

Your minor children; or

•

A relative who shares your home.

For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child of a person is considered a child of such person.

8.	“Private Placement”

“Private placement” means an offering of securities in which the issuer relies on an exemption from the registration provisions of the federal securities laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.


			13

LOGO

9.	“Reportable Mutual Fund”

A “reportable mutual fund” includes any mutual fund issued by a Fund Client (as listed on Schedule A) and any subadvised funds (as listed on Schedule B ).

10.

“Security”

A “security” includes a large number of investment vehicles. However, for purposes of this Code of Ethics, “security” includes any of the following:

•

Note,

•

Stock,

•

Treasury stock,

•

Bond,

•

Debenture,

•

Exchange traded funds (ETFs) or similar securities,

•

Shares of open-end mutual funds,

•

Shares of closed-end mutual funds,

•

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,

•

Interests in private investment companies, hedge funds, or other unregistered collective investment vehicles,

•

Fractional undivided interest in oil, gas or other mineral rights,

•

Any put, call, straddle, option, future, or privilege on any security or other financial instrument (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof),

•

Any put, call, straddle, option, future, or privilege entered into on a national securities exchange relating to foreign currency,

•

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, future on or warrant or right to subscribe to or purchase, any of the foregoing.

11.

“Subadvised Fund”

A “subadvised fund” means any mutual fund or portfolio listed on Schedule B.

12.

“Supervised Person”


			14

LOGO

A “supervised person” means 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 an investment adviser and is subject to the supervision and control of the investment adviser .


			15

LOGO

APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?

A “beneficial owner” of a security 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 purchase or sale of the security.

1.	Are securities held by immediate family members or domestic partners “beneficially owned” by me?

Probably. As a general rule, you are regarded as the beneficial owner of securities held in the name of

•

A member of your immediate family; OR

•

Any other person IF you obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, you are the beneficial owner; OR

•

You hold an option or other contractual rights to obtain title to the securities now or in the future.

2.	Must I report accounts for which I am listed as a joint owner or have power of attorney?

Yes. As a general rule, you are regarded as an owner of any accounts for which you are listed as a joint owner or have power of attorney.

3.	Am I deemed to beneficially own securities in accounts owned by a relative for whom I am listed as beneficiary upon death?

Probably not. Unless you have power of attorney to transact in such accounts or are listed as a joint owner, you likely do not beneficially own the account or securities contained in the account until ownership has been passed to you.

4.	Are securities held by a company I own an interest in also “beneficially owned” by me?

Probably not. Owning the securities of a company does not mean you “beneficially own” the securities that the company itself owns. However, you will be deemed to “beneficially own” the securities owned by the company if:

•

You directly or beneficially own a controlling interest in or otherwise control the company; OR

•

The company is merely a medium through which you, members of your immediate family, or others in a small group invest or trade in securities and the company has no other substantial business.

5.	Are securities held in trust “beneficially owned” by me?

Maybe. You are deemed to “beneficially own” securities held in trust if you or a member of your immediate family are:

•

A trustee; or

•

Have a vested interest in the income or corpus of the trust; or

•

A settlor or grantor of the trust and have the power to revoke the trust without obtaining the consent of all the beneficiaries.

A blind trust exemption from the preclearance and reporting requirements of the Code may be requested if you or members or your immediate family do not have authority to advise or direct securities transactions of the trust.

6.	Are securities in pension or retirement plans “beneficially owned” by me?


			16

LOGO

Maybe. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan of a company whose employees generally are the beneficiaries of the plan.

However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan or you can direct the trading of the securities within the plan (IRAs, 401(k)s, etc.).

7.	Examples of Beneficial Ownership

Securities Held by Family Members or Domestic Partners

Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial adviser. Since Tom and Mary’s resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other’s securities .

Example 2: Mike’s adult son David lives in Mike’s home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David’s securities .

Example 3: Joe’s mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother’s estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret’s bank in Margaret’s name, the interest from such loans being paid from Margaret’s account. Joe is a beneficial owner of Margaret’s estate.

Example 4: Bob and Nancy are engaged. The house they share is still in Nancy’s name only. They have separate checking accounts with an informal understanding that both individuals contribute to the mortgage payments and other common expenses. Nancy is the beneficial owner of Bob’s securities .

Securities Held by a Company

Example 5: ABC Company is a holding company with five shareholders owning equal shares in the company. Although ABC Company has no business of its own, it has several wholly-owned subsidiaries that invest in securities . Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Company’s subsidiaries.

Example 6: XYZ Company is a large manufacturing company with many shareholders. Stan is a shareholder of XYZ Company. As a part of its cash management function, XYZ Company invests in securities . Neither Stan nor any members of his immediate family are employed by XYZ Company. Stan does not beneficially own the securities held by XYZ Company.

Securities Held in Trust

Example 7: John is trustee of a trust created for his two minor children. When both of John’s children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of any securities owned by the trust.

Example 8: Jane placed securities held by her in a trust for the benefit of her church. Jane can revoke the trust during her lifetime. Jane is a beneficial owner of any securities owned by the trust.


			17

LOGO

Example 9: Jim is trustee of an irrevocable trust for his 21 year-old daughter (who does not share his home). The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jim is entitled to the corpus. Jim is a beneficial owner of any securities owned by the trust.

Example 10: Joan’s father (who does not share her home) placed securities in an irrevocable trust for Joan’s minor children. Neither Joan nor any member of her immediate family is the trustee of the trust. Joan is a beneficial owner of the securities owned by the trust. She may, however, be eligible for the blind trust exemption to the preclearance and reporting of the trust securities .


			18

LOGO

APPENDIX 3: CODE-EXEMPT SECURITIES

Because they do not pose a likelihood for abuse, some securities, defined as code-exempt securities, are exempt from the Code’s preclearance requirements. However, confirmations of transactions in reportable brokerage accounts are required in all cases and some code-exempt securities must be disclosed on your Quarterly Transactions, Initial and Annual Holdings Reports.

1.	Code-Exempt Securities Not Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

•

Open-end mutual funds that are not considered reportable mutual fund ;

•

Reportable mutual funds (Access Persons only);

•

Reportable mutual fund shares purchased through an automatic investment plan (including reinvested dividends);

•

Money market mutual funds;

•

Bank Certificates of Deposit;

•

U.S. government Treasury and Government National Mortgage Association securities;

•

Commercial paper;

•

Bankers acceptances;

•

High quality short-term debt instruments, including repurchase agreements. A “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 rating organization.

2.	Code-Exempt Securities Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

•

Reportable mutual fund shares purchased other than through an automatic investment plan (Portfolio and Investment Persons only)

•

Securities which are acquired through an employer-sponsored automatic payroll deduction plan (only the acquisition of the security is exempt, NOT the sale)

•

Securities other than open-end mutual funds purchased through dividend reinvestment programs (only the re-investment of dividends in the security is exempt, NOT the sale or other purchases)

•

Futures contracts on the following:

•

Standard & Poor’s 500 or 100 Index, NASDAQ 100 Index, and DOW 30 Industrials futures contracts only. Futures contracts for other financial instruments are not Code-exempt.

•

Commodity futures contracts for agricultural products (corn, soybeans, wheat, etc.) only. Futures contracts on precious metals or energy resources are not Code-exempt.

We may modify this list of securities at any time, please send an e-mail to “ LG-Personal Security Trades ” to request the most current list.


			19

LOGO

APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

LOGO


			20

LOGO

After your request is entered into our preclearance system, it is then subjected to the following tests.

Step 1:

Restricted Security List

•

Is the security on the Restricted Security list?

If “YES”, the system will send a message to you DENYING the personal trade request.

If “NO”, then your request is subject to Step 2.

Step 2:

De Minimis Transaction Test (This test does not apply to the trade requests of Portfolio and Investment Persons.)

•

Is the security issuer’s market capitalization greater than $1 billion?

•

Will your proposed transaction, together with your other transactions in the security for the current calendar quarter, be less than $10,000?

•

Does the security trade on a national securities exchange or market, such as the New York Stock Exchange (NYSE) or National Association of Securities Dealers Automated Quotation System (NASDAQ)?

If the answer to ALL of these questions is “YES”, the system will generate a message approving your proposed transaction.

If the answer to ANY of these questions is “NO”, then your request is subject to Step 3.

Step 3:

Client Trades Test

•

Have there been any transactions in the past 24 hours or is there an open order for that security for any Client?

If “YES”, the system will send a message to you DENYING the personal trade request.

If “NO”, then your request is subject to Step 4.

Step 4:

Follow List Test

•

Does any account or Fund own the security?

•

Does the security appear on the computerized list of stocks ACI is considering to purchase for a Client?

If the answer to BOTH of these questions is “NO”, the system will send a message to you APPROVING your proposed transaction.

If the answer to EITHER of these questions is “YES”, then your request is subject to Step 5.


			21

LOGO

Step 5:

Present Intentions Test

A message is sent to portfolio teams that own or are following the security described in your preclearance request. The portfolio teams will be asked if they intend to buy or sell the security within the next three (3) business days.

If ALL of the portfolio management teams respond “NO”, your request will be APPROVED.

If ANY of the portfolio management teams respond “YES” , your request will be DENIED.

If ANY of the portfolio teams do not respond, your request will be DENIED.

Step 6:

Chief Investment Officer Requests

The Chief Compliance Officer or his/her designee must approve any preclearance request by ACIM’s Chief Investment Officer before an APPROVAL message is generated.

The preclearance process can be changed at any time to ensure that the goals of ACI’s Code of Ethics are met.


			22

LOGO

SCHEDULE A: BOARD APPROVAL DATES

This Code of Ethics was most recently approved by the Board of Directors/Trustees of the following Companies as of the dates indicated:


Investment Adviser		Most Recent Approval Date
American Century Investment Management, Inc.		January 1, 2009

Principal Underwriter		Most Recent Approval Date
American Century Investment Services, Inc.		January 1, 2009

Fund Clients		Most Recent Approval Date
American Century Asset Allocation Portfolios, Inc.		December 3, 2008
American Century California Tax-Free and Municipal Funds		December 17, 2008
American Century Capital Portfolios, Inc.		December 3, 2008
American Century Government Income Trust		December 17, 2008
American Century Growth Funds, Inc.		December 3, 2008
American Century International Bond Funds		December 17, 2008
American Century Investment Trust		December 17, 2008
American Century Municipal Trust		December 17, 2008
American Century Mutual Funds, Inc.		December 3, 2008
American Century Quantitative Equity Funds, Inc.		December 17, 2008
American Century Strategic Asset Allocations, Inc.		December 3, 2008
American Century Target Maturities Trust		December 17, 2008
American Century Variable Portfolios, Inc.		December 3, 2008
American Century Variable Portfolios II, Inc.		December 17, 2008
American Century World Mutual Funds, Inc.		December 3, 2008


			23

LOGO

SCHEDULE B: SUBADVISED FUNDS

This Code of Ethics applies to the following funds which are subadvised by an Investment Adviser . This list of affiliated funds will be updated on a regular basis.

CIBC Balanced Fund

CIBC International Equity Fund

CIBC U.S. Equity Fund

CIBC Global Monthly Income Fund

Columbia Funds Variable Series Trust II: Variable Portfolio–American Century Growth Fund

Columbia Funds Variable Series Trust II: Variable Portfolio-American Century Diversified Bond Fund

Great West Funds, Inc.: Great-West American Century Growth Fund

GuideStone Funds: Defensive Market Strategies Fund

Imperial International Equity Pool

Imperial Overseas Equity Pool

Imperial U.S. Equity Pool

ING Partners, Inc.: ING American Century Small-Mid Cap Value Portfolio

Learning Quest 529 Education Savings Program

MML Series Investment Fund: MML Mid Cap Value Fund

MOST 529 Plan

Nationwide Variable Insurance Trust: American Century NVIT Multi Cap Value Fund

Nationwide Variable Insurance Trust: American Century NVIT Growth Fund

Nationwide Variable Insurance Trust: NVIT Multi-Manager International Growth Fund

Nationwide Variable Insurance Trust: NVIT Multi-Manager Mid Cap Value Fund

Northwestern Mutual Series Fund, Inc.: Inflation Protection Portfolio

Northwestern Mutual Series Fund, Inc.: Large Company Value Portfolio

Northwestern Mutual Series Fund, Inc.: Mid Cap Value Portfolio

Penn Series Funds Inc.: Mid Core Value Fund

Principal Funds, Inc.: LargeCap Growth Fund II

Renaissance Canadian Balanced Fund

Renaissance Global Focus Fund

Renaissance U.S. Equity Growth Fund

Renaissance U.S. Equity Income Fund

Schwab Capital Trust: Laudus International MarketMasters Fund

VALIC Company I: Growth Fund

VALIC Company I: International Growth Fund

Wilmington Trust Fiduciary Services Company Collective Investment for Employee Benefit Plans: Balanced Portfolio


			24

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

CODE OF ETHICS

INTRODUCTION

Barrow, Hanley, Mewhinney & Strauss, LLC (the “Firm” or “BHMS”) has adopted this Code of Ethics (“Code”) in compliance with the requirements of Sections 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Section 17(j) of the Investment Company Act of 1940. This Code was originally adopted on November 28, 1983, and was last amended on December 31, 2013. The Code requires the Firm’s Access Persons to comply with the federal securities laws, sets standards of business conduct required of the Firm’s supervised persons and addresses conflicts that arise from personal transactions and other activity by Access Persons. The policies and procedures outlined in the Code are intended to promote compliance with fiduciary standards by the Firm and its Access Persons. As a fiduciary, the Firm and its employees (i) have the responsibility to render professional, continuous and unbiased investment advice, (ii) owe its clients a duty of honesty, good faith and fair dealing, (iii) must act at all times in the best interests of clients, and (iv) must avoid or disclose conflicts of interest.

A.	This Code of Ethics is designed to:

Set standards for ethical conduct based on fundamental principles of openness, integrity, honesty and trust;

Protect the Firm’s clients by deterring misconduct;

Educate the employees regarding the Firm’s expectations and the laws governing their conduct;

Remind employees that they are in a position of trust and must act with complete propriety at all times;

Protect the reputation of the Firm;

Guard against violations of the securities laws; and

Establish procedures for employees to follow so that the Firm may determine whether employees are complying with its ethical principles.


Code of Ethics		1		12/31/2013

B.	The Code of Ethics is based upon the principle that the directors, officers and employees of the Firm owe a fiduciary duty to the clients of the Firm to conduct their affairs, including their personal transactions, in such a manner as to avoid:

Serving their own personal interests ahead of clients;

Taking inappropriate advantage of their position with the Firm; and

Any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

C.	This fiduciary duty includes the duty of the Chief Compliance Officer (“CCO”) of the Firm to maintain, monitor and enforce the Code, periodically review and amend the Code, report material violations of this Code to the Firm’s Board of Managers and any client, as required.

The Code contains provisions reasonably necessary to prevent Access Persons from violating the standards, and procedures reasonably designed to prevent violations of the Code. Each Access Person at the commencement of their employment must certify, by their signature on Exhibit A, their understanding of the Code’s requirements and their acknowledgement to abide by all of the Code’s provisions. Each Access Person must re-certify their understanding and acknowledgement of the Code annually, and any time the Code is amended.

DEFINITIONS

The following terms are used throughout this Code and are defined here to describe, explain or make clear their use and purpose for the Code’s provisions and prohibitions.

“Access Person ” means any director, officer, general partner, Advisory Person, Investment Personnel, Portfolio Manager, or employee of the Firm. The CCO may, in her discretion, designate other individuals (e.g. consultants, interns and temporary employees) that have access to client information as Access Persons of the Firm. The CCO may exempt certain Access Person(s) that are subject to another code of ethics that has been approved by the CCO from certain provisions of this Code.

B.	“ Advisory Person ” means any person in a Control relationship to the Firm who obtains information concerning recommendations made to the Firm with regard to the purchase or sale of a security by the Firm.

C.	“ Affiliated Company ” means a company which is an affiliate of the Firm through the Old Mutual U.S. Holdings, Inc. relationship.

D.	“Black-out Period” means the number of days designated by the Code whereby an Access Person shall not trade a Reportable Security, as prohibited in Restrictions for Access Persons.


Code of Ethics		2		12/31/2013

E.	“Business Entertainment ” means an Access Person’s participation in lunches, dinners, cocktail parties, sporting activities or similar business gatherings conducted for business purposes. Business Entertainment is not a Gift.

“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any Person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall generally be presumed to control such company. Any Person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. A Person shall be presumed not to be a Control Person.

G.	“Gift” means cash or any item of value.

“Government Entity” means any state or local government agency, authority or instrumentality of a state or local government; any pool of assets sponsored by a state or local government (i.e. defined benefit pension plan, separate account or general fund); and any participant-directed government plan.

I.	“Investment Personnel” means: (i) any Portfolio Manager of the Firm and (ii) securities analysts, traders, portfolio specialists and other personnel who provide information and advice to the Portfolio Manager or who help execute the Portfolio Manager’s decisions.

J.	“ Managed Fund ” means any Reportable Fund for which the Firm serves as an Investment Adviser or Sub-Adviser.

K.	“Person” means any Person or a company.

L.	“Political Action Committee” or “PAC” means an organization whose purpose is to solicit and make Political Contributions.

M.	“Political Contribution” means any Gift, subscription, loan, advance, or deposit of money (such as gift certificates or merchandise), or anything of value made for:

The purpose of influencing any election,

The payment of debt incurred in connection with any such election,

Transition or inaugural expenses of the successful candidate for office,

Coordinating contributions through bundling or facilitating the contributions of other persons or PACs.


Code of Ethics		3		12/31/2013

Examples of contributions include the cost of attending fundraising events, payments to bond ballot campaigns, or expenses incurred in connection with fundraising or other volunteer activities (e.g., hosting a reception).

N.	“Political Fundraising Activities” include, but are not limited to, the following activities on behalf of a state or local candidate or official:

Coordinating contributions (generally, bundling, pooling, or otherwise facilitating the contributions made by other persons),

Soliciting contributions (generally, communicating, directly or indirectly, for the purpose of obtaining or arranging a Political Contribution), or

Directing fundraising efforts.

O.	“Portfolio Directional Trade” means a trade directed by a Portfolio Manager intended to increase or decrease a security weighting in a client account. This is a separate type of trade from a trade required to satisfy a client’s cash-flow request.

P.	“Portfolio Manager” means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions.

Q.	“ Reportable Account ” means any account maintained with a bank, broker or other entity in which an Access Person or Family Member owns Reportable Securities or the ability to transact in Reportable Securities, or has discretion to trade on behalf of another.

R.	“ Reportable Fund ” means any fund registered under the Investment Company Act where the Firm or an Affiliated Company acts as the investment adviser or principal underwriter for the fund. A list of Reportable Funds is available from the Compliance Department.

“Reportable Security” means any note, stock, treasury stock, bond, debenture, exchange-traded fund (ETF), evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security or on any group or index of Reportable 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, Reportable Fund(s) and hedge fund(s). Reportable Security shall not include: direct obligations of the Government of the United States, high quality short-term debt instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase


Code of Ethics		4		12/31/2013

agreements, shares issued by mutual funds that are not Reportable Funds, and unit trusts that are invested exclusively in one or more open-end fund (none of which are Reportable Funds.)

T.	“Solicit a Government Entity for Investment Advisory Services” means a direct or indirect communication with a state or local Government Entity for the purpose of obtaining or retaining investment advisory services business including, but not limited to, the following:

Leading, participating in or merely being present at a sales/solicitation meeting with a state or local Government Entity, such as a government pension plan or general fund;

Otherwise holding oneself out as part of the BHMS’ sales/solicitation effort with a state or local Government Entity;

Signing a submission to an RFP in connection with BHMS’ business;

Making introductions between government officials and BHMS.

“State or Local Official(s)” means any person, including any election committee for such person, who was, at the time of a Political Contribution, an official, incumbent, candidate, or successful candidate for elective office of a state or local government, including, but not limited to, any state or local agency, authority, or instrumentality.

INSIDER TRADING POLICY

The Firm’s Insider Trading Policy applies to every officer, director and employee and extends to activities within and outside of his/her duties at the Firm, and any questions regarding this policy and procedures should be referred to the Firm’s Chief Compliance Officer.

In compliance with Section 204A of the Advisers Act, the Firm forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Firm, on material non-public information or communicating material non-public information to others in violation of the law, frequently referred to as “insider trading”.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in Reportable Securities (whether or not one is an “insider”) or to communicate material non-public information to others. The term “insider information” includes non-public facts about a publicly traded company that may be used to a Person’s financial advantage when trading shares of the Company, and includes information about the firm’s securities recommendation, and client holdings and transactions. While the law concerning insider trading is not static, it is generally understood that the law prohibits:


Code of Ethics		5		12/31/2013

Trading by an insider, while in possession of material non-public information; or

Trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

Communicating material non-public information to others in a breach of fiduciary duty.

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his/her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities whether it is determined factual or spreading a rumor. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, debt service and liquidation problems, extraordinary management developments, write-downs or write-offs of assets, additions to reserves for bad debts, new product/services announcements, criminal, civil and government investigations and indictments. Material information does not have to relate to a company’s business. For example, material information about the contents of any upcoming newspaper column may affect the price of a security, and therefore may be considered material. Disclosure of a mutual fund client’s holdings or any client’s holdings that are not publicly available may be considered material information and therefore must be kept confidential. All employees of BHMS are subject to the Duty of Confidentiality of this Code.

Information is non-public until it has been effectively communicated to the marketplace. A Person must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in the media, internet or other publications of general circulation would be considered public. A Person should be particularly careful with information received from client contacts at public companies, or through their position with BHMS.

E.	Each Person must consider the following before trading for themselves or others in the Reportable Securities of a company about which that Person has potential inside information:

Is the information material? Is this information that an investor would consider important in making his/her investment decisions? Is this information that would substantially affect the market price of the Reportable Securities if generally disclosed?

Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

F.	The role of the Firm’s Chief Compliance Officer is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading. If, after consideration of


Code of Ethics		6		12/31/2013

the above, a Person believes that the information is material and non-public, or if a Person has questions as to whether the information is material and non-public, employee should take the following steps:

Report the matter immediately to the Firm’s Chief Compliance Officer or an Executive Director. After the CCO or Executive Director has reviewed the issue, the employee will be instructed to continue the prohibition against trading and communication, or will be allowed to trade and communicate the information.

Do not purchase or sell the securities on behalf of him/herself or others. The Firm may determine to restrict trading in the security for Access Persons, for the clients’ portfolios or both.

Do not communicate the information inside or outside the Firm, other than to the Firm’s Chief Compliance Officer or an Executive Director for reporting purposes.

“Insider information” may not be communicated to anyone, including Persons within the Firm, except as provided above. However, the Chief Compliance Officer or an Executive Director may communicate potential insider information to outside counsel and compliance/legal personnel at Old Mutual U.S. Holdings, Inc., the Firm’s parent company for consultative purposes. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted. The Chief Compliance Officer will review and document appropriately each circumstance where the possibility of insider information has been reported.

DUTY OF CONFIDENTIALITY

Employees of the Firm shall keep confidential at all times any non-public information they may obtain in the course of their employment at the Firm. This information includes but is not limited to:

A.	Information about the clients’ accounts, including account holdings, recent or impending securities transactions by the clients and recommendations or activities of the Portfolio Managers for the clients’ accounts;

B.	Information about the Firm’s clients and prospective clients’ investments and account transactions;

C.	Information about other Firm personnel, including their pay, benefits, position level and performance rating; and

D.	Information about the Firm’s business activities, including new services, products, technologies, and business initiatives.


Code of Ethics		7		12/31/2013

The Firm’s personnel have the highest fiduciary obligation not to reveal confidential company information to any party that does not have a clear and compelling need to know such information, and to safeguard all client information. Our Privacy Policy for safeguarding clients’ personal information is stated in our Compliance Policies & Procedures, Item 11.

RESTRICTIONS FOR ACCESS PERSONS

In an effort to comply with federal securities regulations and the high standards BHMS has set to avoid potential conflicts of interest, the following restrictions have been adopted:

A.	General Restrictions for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:

Prohibition on Accepting Gifts of More than de Minimis Value. Access Persons are prohibited from accepting any Gift, or other item(s) of more than de minimis value from any Person or entity that does business with or on behalf of the Firm without pre-approval of the Chief Compliance Officer. The de minimis amount for this Code shall be $100 per individual recipient and is considered to be the annual receipt of Gift(s) from the same source valued at up to $100, when the Gifts are in relation to the conduct of the Firm’s business. A Gift does not include Business Entertainment. However, no Access Person may accept extravagant or excessive Business Entertainment from any person or entity that does or seeks to do business with or on behalf of the Firm. Any exceptions to this policy must be approved by the Firm’s Chief Compliance Officer. Access Persons will report quarterly the receipt of any Gifts.

Prohibition on Giving Gifts of More than a De Minimis Value. Access Persons are prohibited from giving any Gift or other item(s) of more than de minimis value to any Person or entity that does business with or on behalf of the Firm without pre-approval of the Chief Compliance Officer. The de minimis amount for this Code shall be $250 per individual recipient and is considered to be the annual giving of Gifts to the same Person valued at up to $250 when the Gifts are in relation to the conduct of the Firm’s business. A Gift does not include Business Entertainment. However, no Access Person may provide extravagant or excessive Business Entertainment to a client, prospective client or any person or entity that does or seeks to do business with or on behalf of the Firm. Any exceptions to this policy must be approved by the Firm’s Chief Compliance Officer. Access Persons will report quarterly the provision of any Gifts. ERISA and Taft Hartley regulations have specific limitations for Gifts and Entertainment and reporting requirements when Gifts are given, the Chief Compliance Officer should be notified when giving a gift to an ERISA or Taft Hartley client to ensure proper reporting to that client.


Code of Ethics		8		12/31/2013

Prohibition on Service as a Director or Public Official. Investment Personnel are prohibited from serving on the board of directors of any publicly traded company, or any for-profit company , without prior authorization of an Executive Director and the Chief Compliance Officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm’s clients. Authorization of board service shall be subject to the implementation by the Firm of a “Chinese Wall” or other procedures to isolate such Investment Personnel from making decisions about trading in that company’s securities.

B.	Personal Trading Restrictions for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:

Prohibition on Initial Public Offerings. Access Persons are prohibited from acquiring securities in an initial public offering.

Prohibition on Private Placements. Access Persons are prohibited from acquiring securities in a private placement without prior approval from the Firm’s Chief Compliance Officer. In the event an Access Person receives approval to purchase securities in a private placement, the Access Person must disclose that investment if he/she plays any part in the Firm’s later consideration of an investment in the issuer.

Prohibition on Options. Access Persons are prohibited from acquiring or selling any option on any security.

Prohibition on Short-selling. Access Persons are prohibited from selling any security that the Access Person does not own, or otherwise engaging in “short-selling” activities.

Prohibition on Short-term Trading Profits. Access Persons are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or related) Reportable Securities within 60 calendar days. Profits realized on such short-term trades shall generally be subject to disgorgement.

Prohibition on Short-term Trading of Managed Funds. Access Persons are prohibited from short-term trading of any Managed Fund shares. For the purpose of the Code short-term trading is defined as a purchase and redemption/sell of a Managed Fund’s shares within 30 calendar days. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short term bond funds; (ii) purchases effected on a regular periodic basis by automated means, such as 401(k) purchases and/or Voluntary Deferral Plan “VDP” contributions.

C.	Political Contribution and Charitable Contribution Restrictions for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:


Code of Ethics		9		12/31/2013

Prohibition on Certain Political or Charitable Contributions. Access Persons may not make Political Contributions in the name of the Firm or personally for the purpose of obtaining or retaining advisory contracts with government entities or for any other business purpose. Access Persons also may not consider any of the Firm’s current or anticipated business relationships as a factor in soliciting or making Political or charitable Contributions. Charitable contributions made as part of the Firm’s formal charitable efforts and not for the purpose of obtaining or retaining advisory contracts with government entities may be made in the name of the Firm payable directly to the tax-exempt charitable organization.

Pre-clearance of Political Contributions and Fundraising Activities. All Access Persons and their Family Members must obtain approval in advance from the Chief Compliance Officer before: (i) making any Political Contribution to any state, or local candidate, or official running for state or local office, or candidate for a federal office who is currently a State or Local Official, and, (ii) participating in any Political Fundraising Activities. Political Contributions and Political Fundraising Activity will be approved on a case-by-case basis. Pre-clearance should be obtained prior to making a Political Contribution or participating in a Political Fundraising Activity by completing and submitting a Personal Political Contribution Pre-clearance Form for fundraising activity in the PTA system or Exhibit E. The Chief Compliance Officer will review each request to determine whether the Political Contribution or Political Fundraising Activity is permitted under applicable law and is consistent with this policy.

Political Contributions to Candidates for state or local office are limited to $350 where the Access Person or their Family Member is Eligible to Vote for such candidate. Contributions to candidates for state or local office are limited to $150 where the Access Person or their Family Member is not entitled to vote for such candidate. Access Persons and their Family Members are also required to obtain advance approval from the Chief Compliance Officer before they participate in any Political Fundraising Activity.

Indirect Action by an Access Person. Access Persons are prohibited from doing anything indirectly that, if done directly, would result in a violation of applicable law or this policy. For example, it is a violation of this policy for an Access Person to direct someone on their behalf to make a Political Contribution in excess of applicable limits.

D.	Black-out Restrictions for Access Persons. All Access Persons are subject to the following Black-out Period restrictions when their purchases and sales of Reportable Securities may coincide with trades by any client of the Firm:

Purchases and Sales on the Same Day as a Trade by a Client. Access Persons are generally prohibited from purchasing or selling any Reportable Security on the same day that a trade is executed in that same security for a client account.


Code of Ethics		10		12/31/2013

Purchases and Sales Within Three Days Following a Trade by a Client. Access Persons are generally prohibited from purchasing or selling any security within three calendar days after any client has traded in the same security by a Portfolio Directional Trade. In the event that an Access Person makes a prohibited purchase or sale within the three-day period, the Chief Compliance Officer shall determine the course of corrective action.

Purchases Within Three Days Before a Purchase by a Client. Access Persons are generally prohibited from purchasing any security within three calendar days before any client has traded in the same security by a Portfolio Directional Trade. In the event that an Access Person purchases a security within three calendar days before any client purchases the same security, the Chief Compliance Officer shall determine the course of corrective action.

Sales Within Three Days Before a Sale by a Client. Access Persons are generally prohibited from selling any security within three calendar days before any client has traded in the same (or a related) security by a Portfolio Directional Trade. In the event an Access Person sells a security within three days before any client sells the same (or a related) security, the Chief Compliance Officer shall determine the course of corrective action.

EXEMPTED TRANSACTIONS

Certain prohibitions of Restrictions for Access Persons, Sections B. and D., shall not apply to:

A.	Purchases or sales affected in any account over which the Access Person has no direct or indirect influence or Control as defined in Definitions, Section G.

B.	Purchases or sales which are non-volitional on the part of either the Access Person or the Firm;

C.	Purchases which are part of an automatic dividend reinvestment plan or an automatic investment plan, such as 401(k) purchases and VDP contributions; and

D.	Purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders of a class of its Reportable Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

E.	Purchases and sales in shares of unaffiliated mutual funds, specifically electronically traded funds, “ETFs”. ETF holdings must be reported annually and transactions must be reported quarterly; however, generally they do not require pre-clearance.

F.	In addition to the above exemptions, the Chief Compliance Officer may make exceptions to the restrictions imposed upon Access Persons on a case-by-case basis, as deemed appropriate by the


Code of Ethics		11		12/31/2013

Chief Compliance Officer, and which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any client.

COMPLIANCE PROCEDURES

Sungard Protegent PTA System. All Access Persons should use the Sungard Protegent PTA (“PTA”) system for general reporting requirements under this Code. Certain transactions may require written pre-clearance and reporting on Reports identified as Code Exhibits A, B, C, D or E, and these forms may be obtained from the Chief Compliance Officer.

Records of Reportable Securities Transactions . All Access Persons must notify the Firm’s Chief Compliance Officer if they have opened Reportable Account during the quarter. Access Persons must direct their brokers to provide the Firm’s Chief Compliance Officer with duplicate brokerage confirmations of their Reportable Securities transactions and duplicate statements of their Reportable Account(s).

Pre-clearance of Reportable Securities Transactions. All Access Persons shall receive prior approval from the Firm’s Chief Compliance Officer, or Executive Director(s), before purchasing or selling Reportable Securities excluding: Reportable Funds, ETFs and hedge funds; purchases and sales over which an Access Person has no direct or indirect influence or control; purchases or sales pursuant to an automatic investment plan; purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired, acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; open end investment company shares other than managed funds; closed-end index funds; unit investment trusts; open-end ETFs; ETFs based on a broad-based securities index; futures and options on currencies or an a broad-based securities index or other similar circumstances where conflicts of interest would not arise.

Limited Exception of Reportable Securities from Pre-Clearance and Short-Term Trading Profit Requirements including: ETFs and hedge funds, Reportable Funds (must be held 30 days).

Pre-clearance for Reportable Securities Owned or Traded by the Firm is Valid for that Trading Day. Pre-clearance for Reportable Securities not owned or traded by the Firm is valid for the daily trading sessions of the current calendar week. Personal Reportable Securities transactions should be pre-cleared using the PTA system, or Access Persons should use the form Exhibit D, Personal Reportable Securities Transaction(s) Pre-clearance Form. The Chief Compliance Officer may approve transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any client.

E.	Pre-clearance of any Transaction in a Managed Fund. All Access Persons shall receive prior written approval from the Firm’s Chief Compliance Officer, or Executive Director(s), before


Code of Ethics		12		12/31/2013

purchasing or selling any Managed Fund. Pre-clearance for Managed Funds is valid for that trading day. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short term bond funds; (ii) effected on a regular periodic basis by automated means, such as 401(k) purchases and VDP transactions, or (iii) 401(k) investment reallocation.

Disclosure of Personal Holdings, and Certification of Compliance with the Code of Ethics. All Access Persons shall disclose to the Firm’s Chief Compliance Officer all personal Reportable Securities holdings at commencement of employment and thereafter on an annual basis as of December 31. Every Access Person shall certify on Exhibit A, Initial Report of Access Persons, or through the PTA system:

They have read and understand the Code and recognize that they are subject to all provisions of the Code and they have reported all personal Reportable Securities and reportable Funds holdings;

They have complied with the requirements of the Code and reported all personal Reportable Securities and Reportable Funds holdings;

Initial holdings report shall be made within ten days of hire.

Reporting Requirements. The Chief Compliance Officer of the Firm shall notify each Access Person that he or she is subject to these reporting requirements, shall deliver a copy of this Code to each Access Person upon their date of employment and upon such time as any amendment is made to this Code, and shall train each Access Person on appropriate compliance matters and on usage of the PTA system for personal reporting.

Reportable Securities managed by a third-party in a discretionary advisory account are subject to the annual reporting requirements contained in this Section and are excluded from certain other provisions of the Code.

Reports, personal trades and holdings, and other information, submitted pursuant to this Code shall be reviewed periodically by the Chief Compliance Officer, shall be kept confidential, and shall be provided only to the Executive Directors of the Firm, our parent company’s compliance/legal personnel, Firm counsel or regulatory authorities upon appropriate request. The backup to the Chief Compliance Officer is responsible for reviewing and monitoring the personal securities transactions of the Chief Compliance Officer, and for taking on the responsibilities of the Chief Compliance Officer in her absence.

Every Access Person shall report to the Chief Compliance Officer all Reportable Accounts currently open at the time of his/her initial employment, and any new Reportable Account opened, including the name of the bank or brokerage, the account


Code of Ethics		13		12/31/2013

number and date the account was opened, and must disclose the new Reportable Account with his/her quarterly transaction report.

Every Access Person shall report to the Chief Compliance Officer of the Firm any/all Reportable Account(s) and any/all personal Securities holdings at the time of his/her initial employment with the Firm. A report shall be made through the PTA system or designated form, Exhibit A, Initial Report of Access Persons, with account statements attached containing the following information:

Name of the Reportable Security and ticker or cusip, number of shares, interest rate, maturity date, and principal amount of each Reportable Security.

Name and account number of the Reportable Account where the Reportable Security is held.

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.

Every Access Person shall report to the Chief Compliance Officer of the Firm the information described in Paragraph 4 of this Section with respect to transactions 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.

Quarterly transaction reports shall be made no later than thirty days after the end of the calendar quarter in which the transaction was executed. Every Access Person shall be required to submit a report for all periods, including those periods in which no Reportable Securities transactions were executed. A report shall be made through the PTA system or designated form, Exhibit C, Quarterly Report of Access Persons, or on any other form containing the following information:

The date of the transaction, the Reportable Security name and/or cusip, the number of shares, interest rate, maturity date, and the principal amount of each Reportable Security transacted;

The nature of the transaction (i.e., purchase or sale);

The price at which the transaction was effected; and

The name of the broker, dealer or bank with or through whom the transaction was effected. Duplicate copies of the Reportable Securities transaction confirmation of all personal transactions and copies of periodic statements for all


Code of Ethics		14		12/31/2013

Reportable Accounts may be attached to Exhibit C to fulfill the reporting requirement.

The name of the broker, dealer or bank with whom the Access Person established a new Reportable Account during the period, the date the account was established.

The date that the report is submitted by the Access Person; and

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/she has any direct or indirect Beneficial Ownership in the Reportable Security to which the report relates.

Every Access Person shall report to the Chief Compliance Officer of the Firm all Political Contributions described in Restrictions for Access Persons, Section C. of this Code made during the quarter, including Political Contributions made by their Family Members. A report shall be made in the PTA System or designated form, Political Contribution Pre-clearance Form, Exhibit E.

The Chief Compliance Officer shall periodically review the reports provided by the Firm’s Access Persons. Review shall include personal transactions and brokerage activity, personal brokerage statements and holdings, and Political Contributions, among other things.

Conflict of Interest. Every Access Person shall notify the Chief Compliance Officer of any personal conflict of interest relationship which may involve the Firm’s clients, such as the existence of any economic relationship between their transactions and Reportable Securities held or to be acquired by any portfolio of the Firm. Such notification shall occur in the pre-clearance process or immediately upon becoming aware of the conflict.

H.	The Chief Compliance Officer shall implement and enforce the Code, maintain copies of the Code, keep records of Code violations, and maintain records of Access Persons reports as required by the Code.

The President of BHMS, who is also an Executive Director, is named as the backup Compliance Officer in the absence of the Chief Compliance Officer. The backup compliance officer may perform all duties of the CCO in her absence, as defined in the Code, and shall report to the CCO any disclosed conflicts or violations that may have occurred in her absence.


Code of Ethics		15		12/31/2013

REPORTING OF VIOLATIONS

Any Access Person of the Firm who becomes aware of a violation of (i) this Code of Ethics, (ii) the Firm’s Compliance Policies & Procedures, (iii) the Governing Policies, (iv) the IT Department Policies & Procedures, (v) OM Affiliate Level Policies or (vi) other internal policies or procedures shall promptly report such violation to the Chief Compliance Officer or Executive Director(s). This reporting requirement includes self-reporting when an employee discovers he/she has violated an internal policy or reporting other violations of the Firm’s internal policies.

The Firm’s Chief Compliance Officer shall report to the Board of Managers all material violations of this Code or the Firm’s Compliance Policies and Procedures and the reporting requirements thereunder. Material violations shall be reported to the Chief Compliance Officer of any Managed Fund client, as required.

C.	The members of the Board of Managers or Chief Compliance Officer shall consider reports made to the Board and shall determine what sanctions, if any, should be imposed.

REPORTING TO THE BOARD OF MANAGERS

The Firm’s Chief Compliance Officer shall prepare an annual report relating to this Code to the board of Managed Funds, upon their request. Such annual report shall:

A.	Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

B.	Identify any violations requiring significant remedial action during the past year; and

C.	Identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its Code, evolving industry practices or developments in applicable laws or regulations.

SANCTIONS

A.	Upon discovering a violation of this Code, the Chief Compliance Officer and/or Executive Director(s) may impose such sanctions as they deem appropriate, including, among other things:

Disgorgement: The Firm generally requires that profits realized on transactions made in violation of the Code’s prohibitions be disgorged. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts.

Extended Holding Period: Purchases made during the black-out period may be prohibited from selling the security from six months.


Code of Ethics		16		12/31/2013

Unwinding the transaction: Purchase or Sells made during the black-out period may be required to unwind the transaction and disgorge any profit.

B.	The Pay-to-Play Rule imposes a two-year ban on an adviser’s ability to receive compensation for advisory services if the Firm or certain of its supervised persons makes certain Political Contributions to a State or Local Official over the de minimus amount.

C.	A memo of correction, suspension or termination of employment.

RETENTION OF RECORDS

Personal Trading Record . This Code (and prior versions in effect during the past five years), a copy of each report made by each Access Person, each memorandum made by the Firm’s Chief Compliance Officer, and a record of any violation and any action taken as a result of such violation, shall be maintained by the Firm for a minimum of five years.

Political Contribution Records . A list of: (i) all Access Persons, (ii) all government entities to which the Firm provides or has provided investment advisory services or which are or were investors in any covered investment pool to which the Firm has provided services in the past five years but not prior to September 12, 2010, (iii) all direct or indirect Political Contributions made by any Access Person to an official of a Government Entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a PAC, and (iv) the name and business address of each regulated Person to whom the Firm provides or agrees to provide, directly or indirectly, payment to Solicit a Government Entity for Investment Advisory Services on its behalf. Records relating to the Political Contributions must be listed in chronological order and must indicate: (i) the name and title of each contributor, (ii) the name and title of each recipient of a Political Contribution, (iii) the amount and date of each Political Contribution, and (iv) whether any such Political Contribution was the subject of the exception for returned Political Contributions.


Code of Ethics		17		12/31/2013

Exhibit A

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

CODE OF ETHICS

INITIAL REPORT OF ACCESS PERSONS

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC (“BHMS”), I certify:

1. I acknowledge receipt of the Code of Ethics for BHMS.

2. I have read, understand and recognize that I am subject to the Code as an Access Person.

3. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and Securities held or to be acquired by BHMS or any of its portfolios.

4. As of the date below I had a direct or indirect ownership in the following Reportable Securities ( brokerage or financial statements may be attached ):


Code of Ethics		18		12/31/2013

Exhibit A

5. I have the following Reportable Accounts open and have directed the bank or brokerage to send duplicate confirmations and statements to BHMS:


NAME OF FIRM		TYPE OF INTEREST ( DIRECT OR INDIRECT )

6. I have made the following Political Contributions since September 2011:


NAME OF CANDIDATE	DATE OF CONTRIBUTION	TYPE OF POLITICAL ACTIVITY / CONTRIBUTION

NOTE: Only report holdings in Reportable Securities.


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Exhibit B

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

CODE OF ETHICS

ANNUAL REPORT OF ACCESS PERSONS

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC, (“BHMS”), I certify:

1. I have read, understand and recognize that I am subject to the Code as an Access Person.

2. During the year ended December 31, 20 , I have complied with the reporting requirements of the Code regarding personal transactions and gifts.

3. I have not disclosed confidential information of the Firm to any Persons outside BHMS or employees of any other OMUSH affiliate, except where the disclosure occurred subsequent to the execution of an order.

4. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by BHMS or any of its portfolios.

5. As of December 31, 20 , I had a direct or indirect Beneficial Ownership in the following Reportable Securities:

Exhibit B

6. I have the following Reportable Accounts open and have directed the bank or brokerage firm to send duplicate confirmations and statements to BHMS:


NAME OF FIRM		TYPE OF INTEREST ( DIRECT OR INDIRECT )

NOTE: Only report holdings in Reportable Securities.


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Exhibit C

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

QUARTERLY REPORT OF ACCESS PERSONS

TRANSACTIONS REPORT

For the Calendar Quarter Ended:

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

1. During the quarter identified above, the following transactions were made in Reportable Securities and are required to be reported under the BHMS Code of Ethics:

S ECURITY NAME / TYPE / TICKER /C USIP

INTEREST RATE & MATURITY D ATE

DATE OF
TRANS -
ACTION

NUMBER
OF
SHARES

DOLLAR
AMOUNT OF
TRANSACTION

NATURE OF
TRANSACTION
(Purchase., Sale,
Other)

PRICE

BROKER /
DEALER OR
BANK NAME

2. During the quarter identified above, the following Reportable Accounts were opened with direct or indirect beneficial ownership, and are required to be reported under the Code.


NAME OF FIRM	TYPE OF INTEREST ( DIRECT OR INDIRECT )	DATE ACCOUNT OPENED

Exhibit C

3. During the quarter identified above, the following Political Contributions were made, and are required to be reported under the Code.


NAME OF CANDIDATE	D ATE OF C ONTRIBUTION	TYPE OF POLITICAL ACTIVITY / CONTRIBUTION

4. During the quarter, I received or gave the following Gifts from/to any Person or entity that does business with or on behalf of the Firm:

5. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by the Firm or any of its portfolios.

NOTE: Only report transactions in Reportable Securities.


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Exhibit D

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

ACCESS PERSONS

PERSONAL REPORTABLE SECURITIES TRANSACTION PRE-CLEARANCE FORM

(See Code of Ethics, Restrictions for Access Persons, Section D)

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

Pre-clearance is requested for the following proposed transactions:

SECURITY NAME / TYPE / TICKER / CUSIP

INTEREST RATE & MATURITY D ATE

NUMBER
OF
SHARES

DOLLAR
AMOUNT
OF
TRANSACTION

NATURE
OF
TRANSACTION
(Purchase, Sale,
Other)

PRICE
(or
Proposed
Price)

BROKER
/ DEALER
OR BANK
THROUGH
WHOM
EFFECTED

AUTHORIZED

Y ES

N O


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Exhibit E

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

ACCESS PERSONS

PERSONAL POLITICAL CONTRIBUTION PRE-CLEARANCE FORM

(See Code of Ethics, Restrictions for Access Persons, Section C.2,)

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

Pre-clearance is requested for the following proposed Political Contribution(s):

N AME OF C ANDIDATE

A MOUNT

S TATE AND COUNTY
OF E LECTION

W HAT O FFICE IS
C ANDIDATE
S EEKING ?

I S COVERED
PERSON
ELIGIBLE TO
VOTE FOR
CANDIDATE ?

AUTHORIZED

Y ES

N O


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Code of Business Conduct and Ethics

June 5, 2013

LOGO


		Page 1 of 7

Code of Business Conduct and Ethics

June 5, 2013

1.	Objective

BlackRock, Inc. and its subsidiaries (collectively, “BlackRock” or the “Company”) have maintained a reputation for conducting their business activities in the highest ethical and professional manner. Indeed, BlackRock’s reputation for integrity is one of its most important assets and has been instrumental in its business success. Each BlackRock employee, officer and director — whatever his or her position — is responsible for continuing to uphold these high ethical and professional standards.

This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business activities, practices and procedures. It does not cover every issue that may arise in the course of BlackRock’s many business activities, but it sets out basic principles designed to guide employees, officers and directors of BlackRock. All of our employees, officers and directors must conduct themselves in accordance with this Code, and seek to avoid even the appearance of improper behavior. This Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.

Any employee who violates the requirements of this Code will be subject to disciplinary action, to the extent permitted by applicable law. If you are in or aware of a situation which you believe may violate or lead to a violation of this Code or other Company policies, you should follow the reporting process described in Section 15 of this Code.

2.	Compliance with Laws and Regulations

BlackRock’s business activities are subject to extensive governmental regulation and oversight. In particular, as an investment adviser and sponsor of investment companies and other investment products, BlackRock is subject to regulation under numerous US federal and state laws (such as the Investment Advisers Act of 1940, the Investment Company Act of 1940, various state securities laws, ERISA, and the Commodity Exchange Act), as well as the laws and regulations of the other jurisdictions in which we operate. Applicable laws broadly prohibit fraudulent, manipulative or deceptive market activities of any kind, either directly or indirectly, in connection with any security or derivative instrument (including but not limited to equities, debt, security-based swaps, swaps and futures). Importantly, violations may occur regardless of whether the conduct in question was intended to create or actually resulted in an artificial price. All BlackRock employees, when engaging in transactions on behalf of BlackRock’s clients, are expected to comply with all applicable anti-fraud and manipulation rules. In addition, BlackRock is subject to regulation and oversight, as a public company, by the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange and, based on the ownership interest held by The PNC Financial Services Group, Inc. (“PNC”), the Federal Reserve Board. Finally, BlackRock is subject to increased regulatory scrutiny by virtue of its ownership of a trust bank, the Office of the Comptroller of the Currency as a result of the services it provides to a wide variety of high profile clients, including the US and various foreign governments and corporations.

It is, of course, essential that BlackRock comply with the laws and regulations applicable to its business activities. Although you are not expected to know the details of these laws and regulations, it is important to know enough about them to determine when to seek advice from supervisors and BlackRock’s Legal and Compliance Department (“Legal and Compliance”). You must abide by applicable law in the country where you are located. In some instances, there may be a conflict between the applicable laws of two or more countries, states, or provinces. If you encounter such a conflict, or if a local law conflicts with a policy set forth in this Code, you should consult with your supervisor or Legal and Compliance to determine the appropriate course of action.

To assist in this effort, BlackRock has provided employees with its Compliance Manual and various policies and procedures which provide guidance for complying with these laws and regulations. In addition, the Company holds information and training sessions, including an annual compliance program provided by Legal and Compliance, to assist employees in achieving compliance with the laws and regulations applicable to BlackRock and its activities.


		Page 2 of 7

Code of Business Conduct and Ethics

June 5, 2013

In addition, as a public company, BlackRock is required to file periodic reports with the SEC. It is BlackRock’s policy to make full, fair, accurate, timely and understandable disclosure in compliance with applicable rules and regulations in all periodic reports required to be filed by the Company.

3.	Conflicts of Interest

Your obligation to conduct the Company’s business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. A “Conflict of Interest” may arise under various circumstances. A Conflict of Interest arises when a person’s private interest interferes, or even appears to interfere, in some way with the interests of the Company. A conflict situation can arise when an employee, officer or director, or his or her immediate family members sharing the same household takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of Interest arise when an employee, officer or director, or members of his or her immediate family members sharing the same household, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees, directors or their immediate family members, or members sharing the same household, may create conflicts of interest.

Conflicts of interest may also arise when a BlackRock employee or officer engages in outside activities with third parties. Thus, employees and officers of the Company may only engage in such activities after receiving pre-clearance approval under BlackRock’s Outside Activity Policy . Moreover, directors of BlackRock, Inc. must notify BlackRock’s Corporate Secretary in advance of accepting an invitation to serve on the Board or similar governing body of another public company (who will, in turn, review the proposed position with the Chairman of the Board and the Chairman of the Nominating and Governance Committee as required by the Company’s Corporate Governance Guidelines). In addition, potential Conflicts of Interest may arise between the interests of BlackRock on the one hand and the interests of one or more of its clients on the other hand. As an investment adviser and fiduciary, BlackRock has a duty to act solely in the best interests of its clients and to make full and fair disclosure to its clients.

Conflicts of Interest may not always be clear-cut and it is not possible to describe every situation in which a conflict of interest may arise. Therefore, if you have a question, you should consult your supervisor, the Company’s General Counsel or another member of Legal and Compliance. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or a member of Legal and Compliance.

4.	Insider Trading

Employees, officers and directors who have access to confidential information about BlackRock, our clients or issuers in which we invest client assets are not permitted to use or share that information for security trading purposes or for any other purpose except in the proper conduct of our business. All non-public information about BlackRock or any of our clients or issuers should be considered “confidential information.” To use material, non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.

In this regard, BlackRock has adopted an Insider Trading Policy and an Advisory Employee Investment Transaction Policy (“AEITP”) . Under the AEITP , BlackRock employees are required to pre-clear all advisory transactions in securities (except for certain exempt securities such as mutual funds and Treasury bills). If you have any questions regarding the use of confidential information or any of the above securities trading policies, please consult a member of Legal and Compliance.

5.	Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personal opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors or, in some cases, the General Counsel. No employee, officer or director may use corporate property, information, or position for improper personal gain, and no employee, officer or director may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.


		Page 3 of 7

Code of Business Conduct and Ethics

June 5, 2013

6.	Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Misappropriating proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. We should each endeavor to respect the rights of and deal fairly with the Company’s clients, vendors and competitors. No one in the course of conducting BlackRock’s business should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

7.	Entertainment and Gifts

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with clients or vendors. No gift or entertainment should ever be offered, given, provided or accepted by any BlackRock employee, officer, or director, or members of their immediate family members sharing the same household unless it: (i) is unsolicited; (ii) is not a cash gift; (iii) is consistent with customary business practices; (iv) is not excessive in value; (v) cannot be construed as a bribe or payoff; (vi) is given or accepted without obligation; (vii) is not intended to induce or reward improper performance of a function or activity or to obtain or retain business or an advantage in the conduct of business; and (viii) does not violate applicable laws or regulations, including those applicable to persons associated with public or private pension plans, and those regulated by any financial services authority, such as brokers or registered representatives regulated by the Financial Industry Regulatory Authority (“FINRA”). Additional guidance regarding gifts and entertainment is contained in the Policy on Gifts and Entertainment , the Compliance Manual and BlackRock’s Corporate Travel and Entertainment Policy . Please discuss with your supervisor or a member of Legal and Compliance any gift or entertainment which you are not certain is appropriate.

What is acceptable in the commercial business environment may be entirely unacceptable in dealings with the public sector in the United States, the United Kingdom and other countries. There are strict laws that govern providing gifts and entertainment, including meals, transportation and lodging, to public officials. You are prohibited from providing gifts or anything of value to public officials or their employees or members of their families in connection with the Company’s business for the purpose of obtaining or retaining business or a business advantage. For more information, see Section 12 of this Code entitled “Bribery and Corruption” and the Company’s Policy on Anti-Bribery and Corruption.

8.	Discrimination and Harassment

The diversity of BlackRock’s employees is a tremendous asset. BlackRock is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. In particular, it is BlackRock’s policy to comply with the law by affording equal opportunity to all qualified applicants and existing employees without regard to race, religion, color, national origin, sex (including pregnancy and gender identity), sexual orientation, age, ancestry, physical or mental disability, marital status, political affiliation, citizenship status, genetic information, or protected veteran status or any other basis that would be in violation of any applicable ordinance or law. All personnel actions, including but not limited to recruitment, selection, hiring, training, transfer, promotion, termination, compensation, and benefits conform to this policy. In addition, BlackRock will not tolerate harassment, bias or other inappropriate conduct on the basis of race, color, religion, national origin, sex (including pregnancy and gender identity), sexual orientation, disability, age, ancestry, physical or mental disability, marital status, political affiliation, citizenship status, genetic information, or status as a Vietnam-era veteran or any other basis by a manager, supervisor, employee, customer, vendor or visitor that would be in violation of any applicable ordinance or law. BlackRock’s Equal Employment Opportunity Policy and other employment policies are available on the Company’s internal website.

9.	Recordkeeping

The Company requires honest and accurate recording and reporting of information in order to conduct its business and to make responsible business decisions. In addition, since BlackRock is engaged in a variety of financial services activities and is a public company, it is subject to extensive regulations


		Page 4 of 7

Code of Business Conduct and Ethics

June 5, 2013

regarding maintenance and retention of books and records. BlackRock’s record retention policies are available on the Company’s internal website.

Generally, all of BlackRock’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to BlackRock’s system of internal controls.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is proper, ask your supervisor or the Finance Department. BlackRock’s Corporate Travel and Entertainment Policy is available on the Company’s internal website.

Business records and communications often become public, and employees should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. Finally, in the event of litigation or governmental investigations, please consult Legal and Compliance regarding any specific record-keeping requirements or obligations.

10.

Confidentiality

Generally, BlackRock employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or its clients, except when disclosure is authorized by Legal and Compliance or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its clients, if disclosed. It also includes information that clients and other parties have entrusted to us. The obligation to preserve confidential information continues even after employment ends. All employees of BlackRock have signed a Confidentiality and Employment Policy or similar policy which sets forth specific obligations regarding confidential information. Any questions regarding this policy or other issues relating to confidential information should be directed to a member of Legal and Compliance.

11.

Protection and Proper Use of BlackRock Assets

You should endeavor to protect BlackRock’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft must immediately be reported to Legal and Compliance for investigation, and employees are strongly encouraged to report the incident to their supervisors. Company technology, equipment or other resources should not be used for non-Company business, though incidental personal use may be permitted.

Your obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, systems, software programs, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy, and it could also be illegal and result in civil and/or criminal penalties. BlackRock’s Intellectual Property Policy details each employee’s obligation to protect BlackRock’s intellectual property.

12.

Bribery and Corruption

BlackRock employees, officers, directors or representatives are prohibited from offering or giving anything of value, directly or indirectly to:

public officials – if the intention is to influence the official and obtain; or

persons in the private sector – if the purpose is to induce such persons to perform (or reward them for performing) a relevant function or activity improperly.

It is strictly prohibited to make illegal payments to public officials of any country for the purpose of obtaining or retaining business or an advantage in the course of business conduct. See BlackRock’s Policy on Anti-Bribery and Corruption .


		Page 5 of 7

Code of Business Conduct and Ethics

June 5, 2013

Charitable contributions can give rise to breaches of anti-bribery laws. Guidance on these issues is set out in BlackRock’s Policy on Political Contributions and Lobbying .

Additionally, many laws govern the limitations and/or prohibitions on contributions to political candidates and parties, as well as the employment of former governmental personnel. Guidance regarding political contributions is contained in BlackRock’s Policy on Political Contributions and Lobbying .

13.

Drugs and Alcohol

The Company prohibits the use, possession or distribution of illegal drugs by employees while employed by BlackRock. Also, the Company prohibits any use of alcohol by employees that might affect their fitness for duty or job performance, the operations of the Company, and/or their security or safety or that of others. For some jurisdictions, newly hired employees may be required to submit to drug screening tests on a timely basis and, where required to submit to the screening, must pass it in order to be employed by BlackRock. For some jurisdictions, a current employee may also be asked to submit to and pass drug screening and alcohol detection tests under certain circumstances.

14.

Waivers of the Code of Business Conduct and Ethics

The Company will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Any waiver of this Code for executive officers or directors may be made only by BlackRock’s Board of Directors or a committee of the Board and will be promptly disclosed as required by law or stock exchange regulation.

15.

Reporting Any Illegal or Unethical Behavior

Employees must immediately report illegal or unethical behavior to a member of Legal and Compliance who supports your department or a Managing Director within Legal and Compliance. In addition, employees of BlackRock may utilize the Employee Complaint Hotline. The BlackRock intranet homepage contains the link to the hotline toll-free number. Employees may also make a report by completing information set out on a link on BlackRock’s internal website for reporting illegal, unethical or inappropriate business practices or conduct or violations of BlackRock’s compliance policies. Employees are encouraged to provide their names as this information may make it easier for BlackRock to investigate a concern and to provide the employee with protection against retaliation . Employees outside of the European Union may, however, choose to report any concern anonymously. Employees in the European Union may report a concern anonymously if such concern relates to finance, financial crimes, accounting, auditing, falsification of business records, bribery and anti-corruption (or in accordance with further restrictions applicable to a particular EU country).

Reports will be treated confidentially to the extent reasonably possible. Due to certain requirements under data protection laws in Europe, the Company may be obligated to inform the subject of a reported violation in Europe that the report was filed and how he or she may exercise his or her right to access and correct the information regarding the allegation. However, this right to access information does not automatically entitle the subject of the allegation to information identifying the person who reported the allegation.

BlackRock will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment because of a report of misconduct by others made in good faith. Employees are expected to cooperate in internal investigations of misconduct.

The General Counsel of BlackRock will report material violations of this Code or the policies and procedures referenced herein to the Board of Directors of BlackRock (or a committee thereof) and to BlackRock’s Office of the Chairman.

16.

Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or potential problem in a complete and thorough manner. Your consideration of a new issue or potential problem should include, but not necessarily be limited to these basic steps:


		Page 6 of 7

Code of Business Conduct and Ethics

June 5, 2013

Make sure you have all the facts .

In order to reach the right solutions, we must be as fully informed as possible.

Ask yourself :

What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, seek guidance before acting.

Clarify your responsibility and role .

In most situations, there is shared responsibility. Is your supervisor informed? It may help to get others involved and discuss the problem.

You may report violations in confidence and without fear of retaliation .

The Company does not permit retaliation of any kind against employees for good faith reports of violations.

Always ask first, act later .

If you are unsure of what to do in any situation, seek guidance before you act.

17.

Acknowledgement

Each employee of BlackRock is required to sign a written acknowledgement that he or she has received a copy of this Code, has carefully read the Code and will abide by its terms. A violation of this Code may be cause for significant sanctions including termination of employment, to the extent permitted by applicable law.


		Page 7 of 7

CWAM Code of Ethics

Amended February 24, 2014

Amended September 12, 2013

Amended October 12, 2012

Amended March 23, 2012

Amended August 23, 2011

Amended February 17, 2011

Amended January 25, 2011

Amended January 3, 2011

Amended August 17, 2010

Amended May 1, 2010

Amended March 12, 2010

Amended February 16, 2010

Amended February 10, 2010

Amended January 1, 2010

Amended October 27, 2009

Amended January 1, 2009

Amended August 25, 2008

Amended July 1, 2008

Amended November 20, 2007

(Effective January 2, 2007)


Overview			3
Part I - Statement of General Principles			5
A. Compliance with the Spirit of the Code			6
B. Federal Law Prohibits Fraudulent and Deceptive Acts			6
C. Compliance with other CWAM and Ameriprise Policies			7


D. Contacts for Questions and Reporting Violations of this Code			7
E. Training and Education			7
Part II - Prohibited Transactions and Activities			8
A. Prohibited Transactions in Mutual Funds			8
1. Short-Term Trading Prohibition.			8
2. Late Trading Prohibition.			8
3. Market Timing Prohibition.			8
B. Prohibited Transactions in Reportable Securities			9
1. Client Conflict.			9
2. Fifteen Calendar Day Blackout Period.			9
3. IPOs and Limited Offerings.			9
4. Short-Term Trading (60 Calendar Days).			10
5. Selling Short and Transactions Involving Certain Derivatives			10
6. Excessive Trading.			11
C. Other Prohibitions			11
1. Disclosure of Nonpublic Information.			11
2. Restriction on Service as Officer or Director by Covered Persons.			11
3. Participation in Investment Clubs.			11
4. Additional Restrictions for Specific Sub-Groups.			11
D. Additional Trading Restrictions Applicable to Investment Persons			11
1. IPOs and Limited Offerings.			11
2. Client Account Priority			12
3. Trade Restrictions Pertaining to Portfolio Managers			12
4. Trade Restrictions Pertaining to Analysts			13
5. Gifts			14
E. Exemptions			14
Part III - Pre-Clearance of Transactions			15
A. General Requirement to Pre-clear			15
B. Procedures			15
C. Exemptions			15
Part IV - Administration and Reporting Requirements			17
A. Annual Code Coverage Acknowledgment and Compliance Certification			17
B. Reporting Requirements for Covered Persons			17
C. Exceptions from the above Reporting Requirements			18
D. Code Administration			18
Part V - Penalties for Non-Compliance			19
Part VI - Code Requirements for Ameriprise/CMIA and Threadneedle Associates			21
A. Pre-clearance of Transactions			21
B. Reporting and Certifications			22
C. Penalties for Non-Compliance			22
Appendix A - Beneficial Ownership			23
Appendix B - Definitions			26
Appendix C - Other CWAM and Ameriprise Policies			29


Part I		2

Overview

This Code of Ethics (the “Code”) covers a wide range of ethical conduct with a focus on obligations with respect to personal securities trading. You are obligated to comply with the terms of this Code, and thus you are a “ Covered Person ” for purposes of this Code, if you have been notified by the Compliance Department (“Compliance ” ) of Columbia Wanger Asset Management (“CWAM”) that this Code applies to you.

You will be notified by Compliance that this Code applies to you if you are a director, officer or employee of CWAM.

Ameriprise (including legacy Columbia Management associates, now “CMIA”) and Threadneedle associates who are not employees of CWAM will be notified if this Code applies to them due to their status as a support partner of CWAM.

Code Coverage

If you have been notified that you are a Covered Person under the CWAM Code, your responsibilities will depend on your employment status with CWAM, Ameriprise/CMIA, or Threadneedle and its affiliates, as follows:

CWAM Employees, Directors, Officers

You are responsible for satisfying all requirements of the Code, excluding Part VI.

Ameriprise Employees who are not covered under the CMIA Investment Adviser Code of Ethics

You are responsible for satisfying all requirements of the Code, excluding Part VI.

Associates of Ameriprise and its affiliates with access to CWAM information (who are covered by the CMIA Investment Adviser Code of Ethics or the Threadneedle Code of Ethics)

You are responsible for satisfying the requirements outlined in Part VI of the Code.

Certain Covered Persons, including but not limited to portfolio managers and research analysts, may also be designated by Compliance as “ Investment Persons ” and have heightened responsibility under this Code. Investment Persons are obligated to comply with all provisions of the Code applicable to Covered Persons and additional provisions applicable to Investment Persons. If you are registered with the Financial Industry Regulatory Authority (“FINRA”) you may have additional obligations not identified in this Code due to such registration.

If you believe you should have been notified by Compliance that this Code applies to you and have not been so notified, you are obligated to contact Compliance.

Certain provisions of this Code apply to securities you beneficially own, or securities that you intend to beneficially acquire. Beneficial Ownership is defined in Appendix A and includes, among other things, securities held by members of your immediate household.


Part I		3

Part I of this Code sets forth certain general principles relating to the Code. Part II identifies certain prohibited transactions and activities. Part III identifies your obligation to pre-clear your personal security transactions. Part IV identifies your reporting obligations with respect to your personal securities transactions and holdings. Part V sets forth sanctions for failure to comply with this Code. Part VI identifies reporting and pre-clearance procedures applicable only to the Ameriprise/CMIA Fund Administration Group, and other Ameriprise or Threadneedle associates who have been so notified.

The CWAM Code of Ethics Committee (the “Committee”) is responsible for enforcing compliance with this Code. Failure to comply with this Code may result in disciplinary action, including termination of employment.

This Code is intended to satisfy the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Investment Company Act”). In addition, this Code is intended to satisfy certain FINRA requirements for registered personnel.

Terms used herein that are both capitalized and bolded have the meaning set forth in Appendix B.


Part I		4

Part I - Statement of General Principles

Part I

Our relationship with our Clients is fiduciary in nature. A fiduciary has an affirmative duty of care, loyalty, honesty and good faith. A number of specific obligations flow from the fiduciary duty we owe to our Clients, including:

•

To act solely in the best interests of Clients and to make full and fair disclosure of all material facts, particularly where CWAM’s interest may conflict with those of its Clients;

•

To have a reasonable, independent basis for our investment advice;

•

To ensure that our investment advice is suitable to the Client’s investment objectives, needs and circumstances;

•

To refrain from effecting personal securities transactions inconsistent with our Clients’ interests;

•

To obtain best execution for our Clients’ securities transactions;

•

To refrain from favoring the interest of a particular Client over the interests of another Client;

•

To keep all information about Clients (including former Clients) confidential, including the Client’s identity, Client’s securities holdings information, and other non-public information; and

•

To exercise a high degree of care to ensure that adequate and accurate representations and other information is presented.

All Covered Persons are in a position of trust and that position of trust dictates that you act at all times with the utmost integrity, avoid any actual or potential conflict of interest (described below), and not otherwise abuse that position of trust. As a fiduciary, you are required to put the interests of our Clients before your personal interests. All Covered Persons have a fiduciary duty with respect to each and all of our Clients.

A conflict of interest is any situation that presents an incentive to act other than in the best interest of a Client. A conflict of interest may arise, for example, when a Covered Person engages in a transaction that potentially favors: (i) CWAM’s interests over a Client’s interest, (ii) an associate’s interest over a Client’s interest, or (iii) one Client’s interest over another Client’s interest.

CWAM has adopted various policies designed to prevent, or otherwise manage, conflicts of interest. To effectively manage conflicts of interest, all Covered Persons must seek to prevent conflicts of interest, including the appearance of a conflict. Covered Persons must be vigilant about circumstances that present a conflict of interest and immediately seek assistance from their manager or one of the other resources identified in Part I.D of this Code.

Independence in the investment decision-making process is paramount. All Covered Persons must avoid situations that might compromise or call into question their exercise of independent judgment in the interest of Clients. For example, Covered Persons should not take personal advantage of unusual or limited investment opportunities appropriate for Clients.


Part I		5

The general principles discussed in this section govern all conduct, regardless of whether or not such conduct is also covered by more specific standards and procedures set forth in other sections of this Code.

A.	Compliance with the Spirit of the Code

The Committee recognizes that sound, responsible personal securities investing is an appropriate activity when trading is not excessive in nature, when it is conducted consistent with the Code and when it does not cause any actual, potential or apparent conflict of interest. Such personal securities transactions should be made in amounts consistent with the normal investment practice of the person involved and with an investment, rather than trading, outlook. In making personal investment decisions with respect to any security, however, extreme care must be exercised by Covered Persons to ensure that the prohibitions of this Code are not violated. Further, personal investing by a Covered Person should be conducted in such a manner so as to eliminate the possibility that the Covered Person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of a Client Accounts.

The Committee will not tolerate personal securities trading activity that is inconsistent with duties to our Clients or that injures the reputation and professional standing of our organization. Technical compliance with the specific requirements of this Code will not insulate you from sanction should a review of your personal securities trades indicate breach of your duty of loyalty to a Client or otherwise pose harm to our organization’s reputation.

The Committee has the authority to grant written waivers of the provisions of this Code. It is expected that this authority will be exercised only in rare instances.

B.	F ederal Law Prohibits Fraudulent and Deceptive Acts

All Covered Persons are required to comply with all Federal Securities Laws , including but not limited to Rule 204A-1 of the Advisers Act , Rule 17j-1 of the Investment Company Act and the anti-fraud provisions of both the Advisers Act and Investment Company Act.

The Advisers Act makes it unlawful for any investment adviser, directly or indirectly, to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in any transaction or practice that operates as a fraud or deceit on such persons.

The Investment Company Act makes it unlawful for any director, trustee, officer or employee of an investment adviser of an investment company, as well as certain other persons, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by the investment company:

To employ any device, scheme or artifice to defraud the fund;

To make to the fund any untrue statement of a material fact or omit to state to the fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;


Part I		6

To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the fund; or

To engage in any manipulative practice with respect to the fund.

C.	Compliance with other CWAM and Ameriprise Policies

Compliance with this Code is in addition to your obligation to comply with other CWAM and Ameriprise policies that may be applicable to you.

Covered Persons are subject to additional policies, including but not limited to those set forth in Appendix C.

D.	Contacts for Questions and Reporting Violations of this Code

Each Covered Person must promptly report any conduct that he or she reasonably believes constitutes or may constitute a violation of the Code. Covered Persons must promptly report all relevant facts and circumstances relating to such potential violation of the Code to the Chief Compliance Officer (“ CCO ”; currently, Joe LaPalm at 312-634-9829).You will not be retaliated against for reporting information in good faith in accordance with this policy.

In addition, if you have any questions relating to a personal securities transaction, you may call Compliance directly or send an email to “DG_227W-Compliance_Dept_Members” and if you have any questions relating to the conflict of interest provisions of this Code, you may contact Joe LaPalm at 312-634-9829.

E.	Training and Education

Training on this Code will occur periodically. All Covered Persons are required to complete all assigned training and read any applicable materials.


Part I		7

Part II - Prohibited Transactions and Activities

Part II

Part II of the Code focuses on personal securities trading and identifies certain prohibited transactions and activities. In the event there is a stated exception to a prohibited transaction and you qualify for the exception, you are not relieved of any other obligation you may have under this Code, including any requirement to pre-clear (see Part III) and report (see Part IV) the transaction.

A.	Prohibited Transactions in Mutual Funds

1.	Short-Term Trading Prohibition.

No Covered Person may engage in the purchase and subsequent sale or exchange of the same class of shares of a Reportable Fund advised or sub-advised by CWAM within 60 calendar days of one another. Therefore, if a Covered Person purchases shares of a Reportable Fund advised or sub-advised by CWAM, he or she will not be permitted to sell or exchange any shares of that fund, including shares previously purchased, for at least 60 calendar days. Day 1 of the 60-day holding period is the day a Covered Person purchases shares of a Reportable Fund advised or sub-advised by CWAM. The Covered Person may sell or exchange the shares on Day 61. The CCO has the authority to grant exceptions to the requirements of this section; however, such exceptions will be granted in only rare cases of hardship or other unusual circumstances, or where shares were purchased as part of an Automatic Investment Plan. Ameriprise/CMIA Associates who are so notified shall follow the short-term trading prohibition of the CMIA/CMID Investment Adviser Code of Ethics.

2.	Late Trading Prohibition.

Late Trading of mutual funds, wherein an order for mutual fund shares is placed after the fund is closed for the day and the transaction is priced using the closing price for that day, is illegal. No Covered Person shall engage in any such Late Trading transaction in mutual fund shares. In addition to being illegal, Late Trading presents a conflict of interest and a violation of fiduciary duty.

3.	Market Timing Prohibition.

No Covered Person shall engage in mutual fund Market Timing activities. The Committee believes that the interests of a mutual fund’s long-term shareholders and the ability of a mutual fund to manage its investments may be adversely affected when fund shares are repeatedly bought, sold or exchanged by any individual or entity within short periods of time to take advantage of short-term differentials in the net asset values of such funds. This practice, known as Market Timing can occur in direct purchases and sales of mutual fund shares, through rapid reallocation of funds held in a 401(k) plan or similarly structured retirement plan or other accounts invested in mutual fund assets, or through the rapid reallocation of funds held in variable annuity and variable life policies invested in mutual fund assets. In addition to being prohibited by this Code, mutual fund Market Timing presents a conflict of interest and is a violation of fiduciary duty.


Part II		8

B.	Prohibited Transactions in Reportable Securities

1.	Client Conflict.

No Covered Person shall purchase or sell, directly or indirectly, any Reportable Security (all corporate securities, Closed-end Funds , and exchange traded funds, further defined in Appendix B) in which such person had, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership when, at the time of such purchase or sale, the Covered Person knew, or should have known, that the same class of security:

•

is the subject of an open buy or sell order for a Client Account ; or

•

is Being Considered for Purchase or Sale by a Client Account.

2.	Fifteen Calendar Day Blackout Period.

No Covered Person shall purchase or sell any Reportable Security within a period of seven calendar days before or after a purchase or sale of the same class of security by a Client Account . For example, if a security is traded in a Client Account on a Monday, then Tuesday will be considered Day 1 and the following Monday will be considered Day 7. A Covered Person may trade the security on Day 8 (Tuesday). Similarly, if a Covered Person trades a security on a Monday, a violation will occur if the security is traded in a Client Account prior to the following Tuesday. The spirit of this Code requires that no Covered Person intentionally delay trades on behalf of a Client Account so that their own personal trades avoid falling within the fifteen day blackout period. In addition to these blackout period restrictions, compliance will confirm the public disclosure of client ownership prior to approving personal trades.

3.	IPOs and Limited Offerings.

No Covered Person shall acquire Beneficial Ownership of securities in an IPO or Limited Offering except with the prior written approval of the CCO. Covered Persons registered with FINRA are prohibited from investing in IPOs. Investment Persons may invest in IPOs but are subject to the additional restrictions outlined in Part II.D.1, below. In approving such acquisition, the CCO must determine that the acquisition does not conflict with the Code or its underlying policies, that the investment opportunity could not instead be reserved for Clients, and that the opportunity has not been offered to the Covered Person because of the Covered Person’s relationship with Ameriprise, CWAM, or a Client. The CCO may approve acquisition under certain circumstances, such as:

•

An opportunity to acquire securities of an insurance company converting from a mutual ownership structure to a stockholder ownership structure, if the Covered Person’s ownership of an insurance policy issued by the IPO company or an affiliate of the IPO company conveys the investment opportunity;

•

An opportunity resulting from the Covered Person’s pre-existing ownership of an interest in the IPO company or status of an investor in the IPO company; or

•

An opportunity made available to the Covered Person’s spouse, in circumstances permitting the CCO reasonably to determine that the opportunity is being made available for reasons other than the Covered Person’s relationship with Ameriprise, CWAM, or its Clients (for example, because of the spouse’s employment).


Part II		9

4.	Short-Term Trading (60 Calendar Days).

Covered Persons may not profit from any purchase and sale of the same class of Reportable Security within any period of 60 calendar days or less. Ameriprise/CMIA and Threadneedle Associates should follow the short-term trading policies of their own codes. Note, regarding this restriction, that:

(a)

The 60 calendar day restriction period commences on the day of purchase of any Reportable Security. The Covered Person may sell the Reportable Security for a profit on Day 61, where Day 1 was the day of the purchase of the Reportable Security.

(b)

The 60-day restriction applies on a “last in, first out basis.” As a result, a Covered Person (or Family/Household Member ) may not buy and sell the same class of Reportable Security within 60 days even though the specific shares or other securities involved may have been held longer than 60 days, when doing so will result in a profit to the Covered Person .

(c)

Purchase and sale transactions in the same security within 60 days that result in a loss to the Covered Person (or Family/Household Member) are not restricted.

(d)

The 60-day restriction does not apply to the exercise of options to purchase shares of BAC or Ameriprise stock, or stock of another company whose options have been awarded as part of a compensation program, and the immediate sale of the same or identical shares, including so-called “cashless exercise” transactions.

(e)

Strategies involving corporate securities options with expirations of less than 60 days may result in violations of the short-term trading ban.

(f)

Involuntary transactions that are the result of unforeseen corporate activity occurring within 60 days of purchase are not restricted.

(g)

Exceptions to the short-term trading ban may be requested in writing, addressed to the CCO, in advance of a trade and will generally be granted only in rare cases of hardship, gifting of securities or other unusual circumstances where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban. Circumstances that could provide the basis for an exception from short-term trading restriction might include, for example, among others:

•

the disclosure of a previously nonpublic, material corporate, economic or political event or activity that could cause a reasonable person in like circumstances to sell a security even if originally purchased as a long-term investment; or

•

the Covered Person’s economic circumstances materially change in such a manner that enforcement of the short-term trading ban would result in the Covered Person being subjected to an avoidable, inequitable economic hardship.

•

An irrevocable charitable gift of securities provided no abuse is intended.

•

Instances where the purchase was part of an Automatic Investment Plan.

5.	Selling Short and Transactions Involving Certain Derivatives

No Covered Person may sell short any Reportable Security; provided, however, that Covered Persons may sell short against broad market indexes and “against the box.”


Part II		10

No Covered Person may write a “naked” call option on any Reportable Security or purchase a put option on any Reportable Security; provided, however, that Covered Persons may write a covered call or buy a protective put on a Reportable Security.

6.	Excessive Trading.

Covered Persons are strongly discouraged from engaging in excessive trading for their personal accounts. Trading activity of Covered Persons that, by the sole determination of management, interferes with daily responsibilities is prohibited. Covered persons who are warned of excessive trading by Compliance must appropriately reduce trading activity or will be subject to disciplinary action.

C.	Other Prohibitions

•

Disclosure of Nonpublic Information.

Covered Persons are prohibited from disclosing to persons outside of CWAM any material nonpublic information about any Client, the securities investments made on behalf of a Client, information about contemplated securities transactions, or information regarding our trading strategies, except as required to effectuate securities transactions on behalf of a Client or for other legitimate business purposes. Disclosure of nonpublic information is a breach of fiduciary duty.

•

Restriction on Service as Officer or Director by Covered Persons.

Covered Persons are prohibited from serving as an officer or director of any publicly traded company, other than Ameriprise or its affiliates, absent prior authorization from Compliance based on a determination that the board service would not be inconsistent with the interests of any Client. A Covered Person serving as a director or officer of a private company may be required to resign, either immediately or at the end of the current term, if the company goes public during his or her term as director or officer.

•

Participation in Investment Clubs.

Covered Persons (including with respect to assets that are beneficially owned by the Covered Person) may participate in private investment clubs or other similar groups only upon advance written approval from Compliance, subject to such terms and conditions as Compliance may determine to impose. Investment Persons may not begin participation in private investment clubs or other similar groups.

•

Additional Restrictions for Specific Sub-Groups.

Specific sub-groups in the organization may be subject to additional restrictions, as determined by Compliance. Compliance shall keep separate applicable procedures and communicate accordingly to these groups.

D.	Additional Trading Restrictions Applicable to Investment Persons

1.	IPOs and Limited Offerings.

All Investment Persons are required to obtain written manager pre-approval for personal investments in IPOs and Limited Offerings. This means you are required to obtain approval


Part II		11

from your immediate manager or their designee. After obtaining manager pre-approval, Investment Persons must obtain pre-approval from the CCO.

Investment Persons who have been authorized to acquire securities in a Limited Offering are required to disclose that investment to their manager when the Investment Person plays a role in any Client’s subsequent consideration of an investment in the issuer. In such circumstances, the decision to purchase securities of the issuer for the Client should be made either by another employee or, at a minimum, should be subject to an independent review by investment personnel with no personal interest in the issuer.

2.	Client Account Priority

The Funds and Client Accounts under management shall be given priority when investment opportunities arise. Portfolio Managers and Analysts may not execute transactions for their personal accounts without first determining whether the transaction is appropriate for a Fund or Client Account.

Analysts at CWAM are assigned industry coverage areas. Portfolio Managers at CWAM are also assigned coverage areas, in addition to their overall responsibility for Funds and Client Accounts. All Portfolio Managers and Analysts must comply with the pre-clearance and reporting restrictions of this Code, and are, in addition, subject to the following restrictions. A security is “followed by CWAM” for purposes of this Section if it has been entered into CWAM’s Equity Research Data Base.

3.	Trade Restrictions Pertaining to Portfolio Managers

(a)

Purchases

i. Portfolio Managers may not purchase any securities owned by CWAM and within the coverage area of that Portfolio Manager, or not within the coverage area of that Portfolio Manager but held by the Funds or Client Accounts managed by the Portfolio Manager.

ii. Portfolio Managers may not purchase any security that is within the investment parameters established by the Funds or Client Accounts managed by the Portfolio Manager UNLESS:

•

It is outside the Portfolio Manager’s coverage area;

•

The Analyst responsible for that coverage area declines the investment opportunity on behalf of the Funds and Client Accounts advised by the Portfolio Manager; and

•

The Analyst’s conclusion is provided in writing to Compliance in advance of the transaction.

•

OR the security is an Exchange-Traded Fund and the Portfolio Manager notifies all other Portfolio Managers of his or her intent to invest in an Exchange-Traded Fund in his or her coverage area. The Portfolio Manager must send this notification by email, copy the Compliance Department, and explain whether an investment review meeting is warranted to discuss the industry, region, or coverage area. Any Portfolio Manager may decide whether to hold such a meeting.


Part II		12

(b)

Sales

Absent a showing of hardship or other extraordinary circumstances, a Portfolio Manager who owns a security that is later purchased by the Fund or Client Accounts advised by that Portfolio Manager may not sell that security unless and until the Fund or Client Accounts completely dispose of that security.

(c)

Securities Later Proposed for Fund or Client Accounts

A Portfolio Manager may purchase a security that at the time of purchase is not a suitable investment for that Portfolio Manager’s Funds or Client Accounts, or is not recommended for the Funds or Client Accounts by the Analyst responsible for that coverage area. If at a later date the security becomes suitable and the Analyst wishes to recommend it for the Funds or Client Accounts, and the Portfolio Manager does not wish to invest in the security for the Funds or Client Accounts, then the Portfolio Manager must provide this conclusion in writing to Compliance and the Chief Investment Officer. The CIO shall determine the appropriate course of action regarding the potential investment.

4.	Trade Restrictions Pertaining to Analysts

(a)

Purchases

i. Analysts may not purchase any security within their coverage areas that is owned by the Funds or Client Accounts.

ii. Analysts may not purchase any security within their coverage areas UNLESS:

•

The investment is inappropriate for Funds or Client Accounts because it is not within their investment parameters or is otherwise unsuitable;

•

The purchase is approved in advance and in writing by the CIO based on that person’s independent decision to decline the investment opportunity on the basis that the security is inappropriate for Funds or Client Accounts, or is otherwise unsuitable; and

•

The Chief Investment Officer’s conclusion is provided in writing to Compliance in advance of the transaction.

•

The security is an Exchange-Traded Fund and the Analyst notifies all of the Portfolio Managers of his or her intent to invest in an Exchange-Traded Fund in his or her coverage area. The Analyst must send this notification by email, copy the Compliance Department, and explain whether an investment review meeting is warranted to discuss the industry, region, or coverage area. Any Portfolio Manager may decide whether to hold such a meeting.

(b)

Sales

Absent a showing of hardship or other extraordinary circumstances, an Analyst who owns a security within his or her coverage area that is later purchased by the Fund or Client Accounts may not sell that security unless and until the Fund or Client Accounts completely dispose of that security.


Part II		13

Gifts

Notwithstanding the restrictions above, an Investment Person may make an irrevocable gift of securities to a charitable organization, provided any such gift is first approved by Compliance.

E.	Exemptions

The following transactions are exempt from the prohibitions contained in this Part II:

•

Transactions effected pursuant to an Automatic Investment Plan . Note this does not include transactions that override or otherwise depart from the pre-determined schedule or allocation features of the investment plan.

•

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

•

Transactions that are involuntary on the part of the Covered Person (e.g., stock splits and automatic conversions including redemptions, mergers and acquisitions).

•

Transactions effected in any account in which the Covered Person may have a beneficial interest, but no direct or indirect Influence or Control of investment or trading activity, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

•

Such other transactions as the Committee shall approve in their sole discretion, provided that Compliance shall find that such transactions are consistent with the Statement of General Principles of this Code and applicable law. The Committee shall maintain a record of the approval and will communicate to the Covered Person’s manager(s).


Part II		14

Part III - Pre-Clearance of Transactions

Part III

A.	General Requirement to Pre-clear

Covered Persons must pre-clear all transactions, except as exempted below, in Reportable Securities in which they have, or intend to acquire, Beneficial Ownership. In addition, Covered Persons must pre-clear all redemptions or exchanges of Reportable Funds advised or sub-advised by CWAM. Ameriprise/CMIA and Threadneedle Associates who are covered by the CMIA Investment Adviser or Threadneedle Codes of Ethics in addition to this CWAM Code are required to follow only the pre-clearance instructions outlined in Part VI of this Code.

B.	Procedures

In order to pre-clear a transaction, Covered Persons shall log into Financial Tracking, enter all required information, and shall not effect a trade until approval is granted by CWAM Compliance. Pre-clearance approvals are valid until 3:00 pm central time of the next business day after approval. For example, if a pre-clearance approval is granted on Tuesday, the approval is valid until 3:00 pm central time Wednesday. In certain rare instances when a trade cannot be completed during the time allowed, CWAM Compliance may elect to issue an extended approval.

C.	Exemptions

The following transactions are exempt from the pre-clearance requirement:

•

Transactions in Reportable Funds not advised or sub-advised by CWAM.

•

Transactions in BAC and Ameriprise Retirement Plans (excluding the PCRA 401(k) option, as transactions in this account DO r equire pre-clearance).

•

Transactions in Company-Directed 401(k) Plans (provided they are not transactions of Reportable Securities or Sales of Reportable Funds advised or sub-advised by CWAM).

•

Transactions in municipal securities and foreign government debt obligations.

•

Opening a 529 Plan, or transactions in 529 Plans.

•

Transactions by Covered Persons on leave that do not have home access to CWAM’s data; provided, however, that transactions by Covered Persons on leave with home access are not exempt from the pre-clearance requirements.

•

Transactions effected in any account in which the Covered Person may have a beneficial interest, but no direct or indirect Influence or Control of investment or trading activity, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

•

Transactions effected pursuant to an Automatic Investment Plan. Note this does not include transactions that override or otherwise depart from the pre-determined schedule or allocation features of the investment plan. This will include individual transactions effected pursuant to a 10b-5-1 Plan implemented for corporate executives who qualify for such plans, however the initial plan must be submitted


Part III		15

to Compliance for approval, and Compliance must be notified if any changes are made to the pre-determined investment scheme.

•

Transactions that are involuntary on the part of the Covered Person (e.g., stock splits, automatic conversions).

•


Part III		16

Part IV - Administration and Reporting Requirements

Part IV

A.	Annual Code Coverage Acknowledgment and Compliance Certification

All Covered Persons will annually furnish acknowledgment of coverage (including Family/Household Members) under, and certification of compliance with, this Code. Copies of this Code and any amendments to the Code are required to be provided to all Covered Persons. All Covered Persons are required to provide acknowledgment of their receipt of the Code and any amendments.

B.	Reporting Requirements for Covered Persons

You must report holdings of Reportable Securities and Reportable Funds owned by you and/or your Family/Household Members.

You must also report accounts in which you or any Family/Household Member have direct or indirect ownership interest that are capable of holding Reportable Securities or Reportable Funds, including accounts such as those with broker-dealers, banks, fund companies and insurance companies (“ Investment Accounts ”), as well as 529 Plans. Therefore, even if an Investment Account does not currently contain Reportable Securities or Reportable Funds, you are obligated to report the existence of such Investment Account if it has the capacity to hold such securities.

The information you report regarding your Investment Accounts and holdings of Reportable Securities and Reportable Funds must not be more than 45 days old. With the exception of Ameriprise/CMIA and Threadneedle Associates covered under the CMIA Investment Adviser or Threadneedle Codes of Ethics, who shall follow the procedures described in Part VI of this Code, such reporting by all other Covered Persons is required as follows:

•

By the 10 ^th calendar day after becoming a Covered Person, you must report such holdings, acknowledge that you have read and understand this Code, that you understand that it applies to you and to your Family/Household Members and that you understand that you are a Covered Person (and, if applicable, an Investment Person) under the Code (Form A).

•

By the 30 ^th calendar day following the end of the calendar quarter, all Covered Persons are required to provide Compliance with a report of their Investment Accounts (including Investment Accounts opened during the quarter) and all transactions, whether automatic or voluntary, in Reportable Securities and Reportable Funds during the quarter (Form B).

•

By the 30 ^th calendar day after the end of the calendar year, Covered Persons are required to provide Compliance with a detailed annual report of their holdings of any Reportable Securities and Reportable Funds (Form C).

Each Covered Person shall cause every broker-dealer or investment services provider with whom he or she (or a Family/Household Member) maintains an Investment Account to provide duplicate periodic statements and trade confirmations to Compliance for all accounts holding or transacting trades in Reportable Securities or Reportable Funds, with the exception


Part IV		17

of 529 Plans, which must be reported but do not necessitate providing duplicate statements. All duplicate statements and confirmations should be sent to the following address:

Compliance Department

Columbia Wanger Asset Management

227 W. Monroe Street, Suite 3000

Chicago, IL 60606

C.	Exceptions from the above Reporting Requirements

The designation of any Covered Person on an official leave of absence will be reviewed by the CCO to determine whether the individual should still be considered a Covered Person. The CCO will consider factors such as whether the employee continues to have password access to electronic firm and client data and whether the employee continues to be in contact with other Covered Persons at the firm. If the CCO determines the individual is not a Covered Person, the individual will be exempt from the above reporting requirements while on leave. However, any Covered Person on an official leave of absence with such access will be responsible for the above reporting.

The following Investment Accounts do not need to be reported, and therefore transactions within these accounts also do not need to be reported:

•

BAC and Ameriprise Retirement Plans (excluding the PRCA 401(k) option, which DOES need to be reported)

•

Company-Directed 401(k) Plans (provided they are not capable of holding any Reportable Funds or Reportable Securities)

•

Accounts in which a Covered Person has Beneficial Ownership but not investment discretion, Influence or Control, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

D.	Code Administration

The Committee has charged Compliance with the responsibility of day-to-day administration of this Code. Compliance will quarterly provide reports to the Committee that will include all material violations noted during the period. The quarterly report will include associate name, job title, manager name, description of the violation, and a record of any recommended sanction.

The CCO shall report any relevant issues to the respective Fund CCO and mutual fund board of trustees as required by Rule 17j-1 of the Investment Company Act and such fund’s code of ethics.


Part IV		18

Part V- Penalties for Non-Compliance

Part V

Upon discovering a violation of the Code, Compliance shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal, etc.). Following those corrective efforts, the Committee may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate. The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. It is important to note that violations of the Code may occur without employee fault (e.g., despite pre-clearance). In those cases, punitive action may not be warranted, although remedial steps may still be necessary. Violations of the Code include, but are not limited to the following:

•

Execution of a personal securities transaction without pre-clearance;

•

Execution of a personal securities transaction with pre-clearance, but Client account activity in the same issuer occurs within seven days of the employee’s personal securities transaction;

•

Execution of a personal securities transaction after being denied approval;

•

Profiting from short-term trading of Reportable Securities (60 calendar days);

•

Trading Reportable Funds advised or sub-advised by CWAM in violation of the 60 day restriction;

•

Failure to disclose the opening or existence of an Investment Account;

•

Failure to obtain prior approval of a purchase of an IPO or shares in a Limited Offering; and

•

Failure to timely complete and submit periodic certifications and acknowledgments.

The Committee will consider the specific facts and circumstances of any violations and will determine appropriate sanctions. Factors to be considered during any review would include but are not limited to:

•

Whether the act or omission was intentional or voluntary;

•

Whether mitigating or aggravating factors existed;

•

The person’s history or prior violations of the Code;

•

The person’s cooperation, acknowledgment of transgression and demonstrable remorse;

•

The person’s position within the firm (i.e., whether the employee is deemed to be a Covered Person or Investment Person);

•

Whether the person transacted in the security of an issuer in which his/her product area has invested or could invest;

•

Whether the person was aware of any information concerning an actual or contemplated investment in that same issuer for any Client account; and

•

Whether the price at which the personal securities transaction was effected was more advantageous than the price at which the Client transaction in question was effected.

The type of sanctions to be imposed include, but are not limited to, oral or written warnings, trade reversals, disgorgement of profits, monetary fines, suspension or termination of personal


Part V		19

trading privileges and employment suspension or termination. Failure to adhere to the Code provisions and cooperate with Compliance could also affect a person’s performance review, potentially having an impact on compensation.


Part V		20

Part VI - Code Requirements for Ameriprise/CMIA and Threadneedle Associates

Part VI

(Note: This section of the Code is applicable only to Ameriprise/CMIA and Threadneedle associates who have been so notified, and are subject to either the CMIA Investment Adviser Code of Ethics, or the Threadneedle Code of Ethics. Employees of CWAM and other Ameriprise associates who are not subject to the Ameriprise, CMIA or Threadneedle Codes of Ethics should disregard this section.)

Ameriprise/CMIA and Threadneedle associates, who have access to CWAM information (“associates with CWAM access”), are considered Covered Persons under the Columbia Wanger Asset Management (CWAM) Code of Ethics. As these associates are also subject to the Codes of Ethics of Ameriprise, CMIA and Threadneedle, respectively, they shall only be subject to certain requirements of the CWAM Code in order to be in compliance, as identified in this Part VI of the Code. It is understood that the Ameriprise, CMIA and Threadneedle Codes of Ethics have been drafted and applied to satisfy the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Investment Company Act”). The following procedures under the CWAM Code are being applied to Ameriprise/CMIA and Threadneedle associates as a method to prevent and monitor for front-running against CWAM Client Accounts, or the appearance of front-running or any other inherent conflict of interest between fulfilling a fiduciary duty to clients and personal investing.

Ameriprise/CMIA and Threadneedle associates with CWAM access are required to sign an initial certification acknowledging their coverage under certain elements of the CWAM Code, re-certify annually, and pre-clear their personal transactions in Reportable Securities , excluding transactions in the PCRA 401(k) option, through CWAM Compliance. All other requirements of the Code shall be satisfied by their coverage under their respective Codes, however, the sanctions outlined in Part V shall still apply in the event a Code violation occurs. All bold terms within shall have the definition set forth in Appendix B of this Code, and pre-clearance requirements extend to any accounts or investments over which the Covered Person has Beneficial Ownership , as defined in Appendix A. Procedures are outlined below to allow Ameriprise/CMIA and Threadneedle associates to meet their pre-clearance requirements as Covered Persons. By certifying to the CWAM Code of Ethics, Ameriprise/CMIA and Threadneedle associates agree to the procedures that hereby follow.

A.	Pre-clearance of Transactions

The following procedures should be used by Ameriprise/CMIA and Threadneedle associates with CWAM access to pre-clear personal transactions in Reportable Securities (except exempt transactions covered in Part III C of the CWAM Code of Ethics).

Pre-clearance Procedures

Step 1: Request authorization from CWAM Compliance to purchase or sell a Reportable Security, by sending an email to

DG_227W-Compliance_Dept_Members@columbiamanagement.com

Step 2: In the email request, indicate what security you are intending to purchase or sell, and the ticker symbol of the security.

Step 3: Await confirmation for pre-clearance from CWAM Compliance to continue the pre-clearance process.

Step 4: If pre-clearance is received from CWAM Compliance, you must also pre-clear your transaction according to the Ameriprise, CMIA or Threadneedle Codes, as applicable. If pre-clearance is denied you may not place your transaction.

Step 5: Please retain a copy of the pre-clearance confirmation from CWAM Compliance for your records.

B.	Reporting and Certifications

1. Initial Certification

Ameriprise/CMIA and Threadneedle associates with CWAM access must complete an Initial Certification (Form A) and return it to CWAM within 10 days of becoming a Covered Person under the CWAM Code. Associates need not list their personal accounts and securities holdings along with Form A, but CWAM will be able to access this information through Ameriprise/CMIA and Threadneedle Compliance, as needed.

2. Annual Certification

Ameriprise/CMIA and Threadneedle associates with CWAM access must complete an Annual Recertification (Form C) and return it to CWAM within 30 days of year-end. In doing so, associates with CWAM access affirm their understanding of certain elements of the Code and acknowledge and accept their responsibilities. Associates with CWAM access do not need to list their holdings on Form C, but must certify that they have reported their holdings as required by the Ameriprise/CMIA or Threadneedle Codes.

3. Quarterly Reporting

Ameriprise/CMIA and Threadneedle associates with CWAM access are not required to supply CWAM with a holdings or transaction report each quarter, however CWAM may access trade information from Ameriprise/CMIA or Threadneedle Compliance.

C.	Penalties for Non-Compliance

Ameriprise/CMIA and Threadneedle associates with CWAM access who fail to comply with the pre-clearance procedures described in this section of the CWAM Code of Ethics, or fail to supply an annual certification, will be considered to be in violation of the CWAM Code of Ethics. The acts or failures to act in accordance with the CWAM Code of Ethics will be reviewed by the CWAM Code of Ethics Committee, and the associate will be subject to potential sanctions as described in Part V of the Code. These sanctions may or may not be in addition to any imposed by Ameriprise/CMIA or Threadneedle for a Code violation.

Appendix A - Beneficial Ownership

You should carefully read this Appendix A to determine securities that are deemed to be beneficially owned by you for purposes of the Code. The definition of “Beneficial Ownership” for purposes of the Code is very broad and may include securities you would not intuitively consider to be owned by you. You should review this entire Appendix A and if you have any questions as to whether you beneficially own a security for purposes of the Code, contact the Compliance Department

For purposes of this Appendix A, the term “you” includes members of your immediate family sharing the same household with you. Your “immediate family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). The term “you” also includes any immediate family member not living in your household if the family member is economically dependent upon you.

Definitions

Beneficial Ownership . For purposes of the Code, you are deemed to have “Beneficial Ownership” of a security if you have: (i) a Pecuniary Interest in such security and Influence or Control over such security or (ii) Influence or Control over such security and such Influence or Control arises outside of your regular employment duties.

Pecuniary Interest . The term “Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities whether through any contract, arrangement, understanding, relationship or otherwise. This standard looks beyond the record owner of securities to reach the substance of a particular arrangement. You not only have a Pecuniary Interest in securities held by you for your own benefit, but also securities held (regardless of whether or how they are registered) by others for your benefit, such as securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes any security owned by an entity directly or indirectly controlled by you.

Influence or Control . To have “Influence or Control” over a security, you must have an ability to prompt, induce or otherwise effect transactions in the security. Whether you have influence or control over a security is based upon the facts and circumstances of each case; however, the determining factor in each case will be whether you have an ability to prompt, induce or otherwise effect transactions in the security.

Examples of How the Definition of Beneficial Ownership is Applied

Set forth below are some examples of how the definition of Beneficial Ownership is applied in different contexts.

•

Family Holdings. You are deemed to have Beneficial Ownership of securities held by members of your immediate family sharing the same household with you. Your “immediate family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). You are deemed to have Beneficial Ownership of securities held by an immediate family member not living in your household if the family member is economically dependent upon you.

•

Partnership and Corporate Holdings. You are deemed to have Beneficial Ownership of securities held by an entity you directly or indirectly control. If you are a limited partner in a partnership, you will generally not be deemed to have Beneficially Ownership of securities held by such limited partnership, provided that you do not own a controlling voting interest in the partnership. If you own or otherwise control a corporation, limited liability company or other legal entity, you will be deemed to have Beneficial Ownership of such entity’s securities.

•

Trusts. You are deemed to have Beneficial Ownership of securities held by a trust if you control the trust or if you have the ability to prompt, induce or otherwise effect transactions in securities held by the trust. For example, you would be deemed to have Beneficial Ownership of securities held by a trust if you have the power to revoke the trust without the consent of another person, or if you have actual or de facto investment control over the trust. In a typical blind trust, you would not be deemed to have Beneficial Ownership of the securities held by the trust.

•

Estates. You are typically not deemed to have Beneficial Ownership of securities held by executors or administrators in estates in which you are a legatee or beneficiary unless, under the facts and circumstances, you have the ability to prompt, induce or otherwise effect transactions in the securities held by the estate. You are typically deemed to have Beneficial Ownership of securities held by an estate if you act as the executor or administrator of such estate and, under the facts and circumstances, you have the ability to prompt, induce or otherwise effect transactions in the securities held by the estate.

•

Where You Have Given Investment Discretion to Another Party. You are typically not deemed to have Beneficial Ownership of securities managed by someone other than yourself where you have given such party sole investment discretion. For example, you are not deemed to have Beneficial Ownership of securities held in an account at the Private Bank or BAI if the Private Bank or BAI exercises sole investment discretion with respect to such securities.

•

Where You Have Received Investment Discretion from Another Party Outside of Your Employment. You are typically deemed to have Beneficial Ownership of securities held in an account or other vehicle if you manage such account or other vehicle outside of your employment, even if you do not have an economic interest in such securities. For example, you are deemed to have Beneficial Ownership of securities held in a brokerage account if you have a power of attorney with respect to the account. Similarly, you are deemed to have Beneficial Ownership of securities held in an Education Trust if you

have an ability to prompt, induce or otherwise effect transactions in such securities, even if you do not have an economic interest in the asset of the trust.

Appendix B - Definitions

Terms used in this Code that are capitalized and bolded have a special meaning. To understand the Code, you need to understand the definitions of these terms below.

“ Ameriprise Retirement Plan ” means any retirement plan sponsored by Ameriprise for the benefit of its employees.

“Automatic Investment Plan ” means a plan or other program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a pre-determined schedule and allocation. These may include payroll deduction plans, issuer dividend reinvestment programs, 401(k) automatic investment plans, or the annual vesting of units into shares in a Mutual Fund Incentive Program.

“ BAC ” means Bank of America Corporation and its affiliates.

“ Being Considered for Purchase or Sale ” – a security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated or, with respect to the person making the recommendation, when such person decides to make the recommendation.

“ Beneficial Ownership ” has the meaning set forth in Appendix A, and refers to securities not only held by a Covered Person for his or her benefit, but also held by others for his or her benefit in an account over which the Covered Person has Influence or Control.

“ CCO ” means CWAM’s Chief Compliance Officer or his/her designee.

“ Client ” means any entity to which CWAM provides financial services.

“ Client Account ” means any investment management account or fund for which CWAM acts as investment advisor or sub-advisor.

“ Closed-end Fund ” refers to a registered investment company whose shares are publicly traded in a secondary market rather than directly with the fund.

“CMIA” means Columbia Management Investment Advisers, LLC.

“ Company-Directed 401(k) Plan” means a 401(k) plan that offers a limited number of investment options consisting solely of mutual funds in which one directs their investments. A 401(k) plan whereby the participant may direct stock investments is not a Company-Directed 401(k) Plan for purposes of this Code.

“ Covered Person ” is a person to whom this Code applies, including but not limited to CWAM officers, employees, and support partners.

“ Family Holdings ” and “ Family/Household Member ” refer to immediate family, sharing the same household as a Covered Person, or a family member outside of the household who is economically dependent on the Covered Person.

“ Federal Securities Laws ” means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a –mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999)), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 –5314; 5316 – 5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of Treasury.

“ Influence or Control ” has the meaning set forth in Appendix A, and refers to a person’s direct or indirect ability to affect the management of securities.

“ Investment Account ” means an account comprising all or a part of a person’s portfolio, held with a broker-dealer, bank, fund company, insurance company, or other entity capable of administering holdings of securities and funds on behalf of a client.

“ Investment Person ” refers to a Covered Person whose knowledge and influence on Client Accounts as a portfolio manager or research analyst necessitates the imposition of additional obligations and responsibilities under the Code.

“ IPO ” generally refers to a company’s first offer of shares to the public. Specifically, 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.

“ Late Trading ” is the illegal trading of mutual funds wherein an order is placed after the fund is closed for the day and the transaction is priced using the closing price for that day.

“ Limited Offering ” generally refers to an offering of securities that is not offered to the public and includes an offering that is exempt from registration under the Securities Act of 1933 pursuant to Sections 4(2) or 4(6) of, or Regulation D under, the Securities Act of 1933.

“ Market Timing ” is the repeated buying, selling, or exchanging of fund shares by an individual or entity within short periods of time to take advantage of short-term differentials in the net asset values of such funds. This practice can occur in direct purchases and sales of fund shares, or through rapid reallocation of funds held in 401(k) plans or variable annuity or life policies.

“ Reportable Security ” includes corporate securities, Closed-end Funds, options on securities, warrants, rights, exchange traded funds, foreign government debt obligations, and municipal securities, including 529 Plans. Reportable Securities therefore include anything that is considered a “security” under the Investment Advisers Act, but do not include:

1.	Direct obligations of the United States Federal Government.

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

3.	Insurance company general accounts (short-term cash equivalent options of a variable life insurance policy).

4.	Shares of a money market fund or other short-term income or short-term bond funds.

5.	Shares of any open-end mutual fund, including any shares of a Reportable Fund.

6.	Futures and options on futures. However, a proposed trade in a “single stock future” (a security future which involves a contract for sale for future delivery of a single security) is subject to the Code’s pre-clearance requirement.

If you have any question or doubt about whether an investment is a Reportable Security under this Code, ask Compliance.

Appendix C – Other CWAM and Ameriprise Policies

•

CWAM Statement of Operations and Supervisory Procedures Manual

•

CWAM Information Wall Policy

•

CWAM Misuses of Material Nonpublic Information Policy

•

CWAM Portfolio Holdings Disclosure Policy

•

CWAM Gifts and Entertainment Policy

•

CWAM Pay to Play Policy

•

CWAM Public Appearance and Media Interview Policy

•

Social Media Policy - Ameriprise

LOGO

DENVER INVESTMENTS

CODE OF ETHICS

Amended Effective June 1, 2013

CODE OF ETHICS

TABLE OF CONTENTS


Item	Page Number

Overview		1
Definitions		2
Personal Securities Transactions		3
Prohibition Against Insider Trading		7
Gifts and Entertainment		9
Miscellaneous Items		10
Service as a Trustee		10
Service as a Director		10
Creditors Committee		10
Outside Employment		10
Administration		10
Records		11
Reporting Violations and Sanctions		11
Enforcement		11
Further Information		11

Exhibits: Forms		12
Acknowledgement		12
Account Information Detail		13
Certification of Non-Influence and Non-Control over Beneficially Owned Accounts		14
Request for Special Pre-Clearance		15
Corporate Automatic Investment Plans		16
Outside Positions		17

DENVER INVESTMENTS CODE OF ETHICS

Overview

This Code of Ethics (“Code”) has been adopted by Denver Investment Advisors LLC (“Denver Investments”) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”).

This Code establishes rules of conduct for all employees of Denver Investments and is designed to, among other things, govern personal securities trading activities in the accounts of employees. The Code is based upon the principle that Denver Investments and its employees owe a fiduciary duty to Denver Investments’ clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

Pursuant to Section 206 of the Advisers Act, both Denver Investments and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct.

Denver Investments and its employees are subject to the following specific fiduciary obligations when dealing with clients:

•

The duty to have a reasonable, independent basis for the investment advice provided;

•

The duty to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;

•

The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and

•

A duty to be loyal to clients.

In meeting its fiduciary responsibilities to its clients, Denver Investments expects every employee to demonstrate the highest standards of ethical conduct by complying with the provisions and spirit of the Code. Employees are urged to seek the advice of the Chief Compliance Officer (“CCO”) for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Denver Investments.

The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of Denver Investments in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the CCO. The CCO may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised.

Certification

Initial Certification. All Access Persons will be provided with a copy of the Code and must initially certify in writing to Compliance that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all account holdings as required by the Code within 10 calendar days of employment. This certification is indicated on the Acknowledgment form.

Acknowledgement of Amendments . All Access Persons shall receive any amendments to the Code and must certify to Compliance in writing that they have: (i) received a copy of the


Code of Ethics		Page 1 of 18

amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.

Annual Certification. All Access Persons must annually certify in writing to Compliance that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings, transaction reports, and gift reports as required by the Code.

Definitions

For the purposes of this Code, the following definitions shall apply:

•

“Access Person” means all members, officers and employees (including interns) of Denver Investments and any consultants who are considered to have access to information regarding any clients’ portfolio holdings and/or transaction activity.

•

“Account” means accounts of any employee and includes accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest (see definition below), such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion.

•

“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 purposes of Section 16 of such Act and the rules and regulations hereunder.

Thus, for example, you should be aware that the term “Beneficial Ownership” encompasses securities held in an “Account” in which you share a pecuniary interest (that is, the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in a Covered Security). The CCO may, on a case-by-case basis, exempt certain accounts and transactions from any provision of the Code of Ethics (except for initial public offerings, private or limited offerings, or any of the reporting requirements), if, in his view, application of the Code of Ethics is not necessary or appropriate.

•

“Covered Security” means any security as defined in Section 202(a)(18) of the Advisers Act, which generally includes all securities, whether publicly or privately traded, including derivative securities, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open-end registered mutual funds (see “Reportable Securities” below), and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds.

•

“Managed Accounts,” means accounts for members, officers or employees, or their family members, that are managed by Denver Investments or other investment advisers in a discretionary capacity are not covered by the Code of Ethics so long as such person has no direct or indirect influence or control over the account. The employment relationship between the account holder and the individual managing the account, in the absence of other facts indicating control, will not be deemed to give such account holder influence or control over the account.

The provisions of the Code of Ethics shall not apply to “Managed Accounts.” Access Persons relying upon this provision will be required to note on the Account Information Detail form that they do not exercise any direct or indirect influence or control over the account as well as complete a Certification of Non-Influence and Non-Control over Beneficially Owned Accounts form.


Code of Ethics		Page 2 of 18

•

“Reportable Security” means a security that is subject to the reporting obligations of the Code regardless of whether it is exempt from pre-clearance requirements.

The following securities are exempt from some of the trading prohibitions and pre-clearance requirements, but are nevertheless subject to the reporting obligations, of this Code:

•

shares of Affiliated Funds for which Denver Investments is investment Adviser or sub-adviser;

•

the acquisition of securities through a pre-approved automatic investment plan, stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of such securities; and

•

the acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue.

The following securities are subject to the short-term trade rule but not all pre-clearance requirements. Transactions in these securities are nevertheless considered reportable:

•

direct obligations of a foreign government for which a liquid market exists;

•

index securities or any derivative on any index of securities; and

•

Exchange Traded Funds.

Please note that investments in the Westcore Funds through Denver Investments retirement plan are considered reported to Compliance without any action from the employee.

Personal Securities Transactions

General Policy

Denver Investments has adopted the following principles governing personal investment activities by Denver Investments’ Access Persons:

•

The interests of client accounts will at all times be placed first. The Code of Ethics require Access Persons to at all times place the interests of Clients first and to conduct all personal trading consistently with the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest. Accordingly, any Access Person contemplating a personal investment that has not been made or considered for Client accounts for which the Access Person has investment responsibility is reminded to evaluate the appropriateness or inappropriateness of the investment for those accounts.

•

All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.

•

Using knowledge of portfolio transactions made or contemplated for Clients to profit by the market effect of such transactions, including knowledge of possible IPO investments by Affiliated Funds is prohibited.

•

No Access Persons may participate in hedge funds or similar investment groups except as a passive investor.

•

Individuals may not use derivatives to take positions in securities which the Code would prohibit if the positions were taken directly.

•

Access Persons must obtain pre-clearance prior to engaging in any personal transaction in Covered Securities. Pre-cleared transactions not executed on the day of their authorization


Code of Ethics		Page 3 of 18

must be pre-cleared again before execution. Open orders, including stop loss orders, will not be allowed.

•

Investment in Westcore Funds is encouraged by employees, subject to the provision of this Code of Ethics.

•

Persons who violate any prohibition may be required to disgorge any profits realized on such trades to a charitable organization, as the CCO, in his sole discretion, shall determine.

Participation in IPOs and Corporate Actions

Any Access Person subject to this Code is prohibited from purchasing, in an initial public offering, Covered Securities for which no public market in the same or similar securities of that issuer has previously existed. No securities may be purchased in an offering that constitutes a “new issue” as defined in the rules of the FINRA, (formerly NASD). Such securities may be purchased, however, where the individual has an existing right to purchase the security based on his or her status as an investor, policyholder or depositor of the issuer and the Access Person has obtained pre-clearance for the transaction in accordance with this Code. In addition, securities issued in reorganizations are also outside the scope of this prohibition if the transaction involves no investment decision on the part of the employee except in connection with a shareholder vote.

Pre-Clearance Required for Private or Limited Offerings

No Access Person shall acquire Beneficial Ownership of any securities in a limited offering or private placement without the prior written approval of the CCO who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Person’s activities on behalf of a client) and, if approved, will be subject to monitoring for possible future conflicts.

Any Access Person who has obtained approval to purchase a restricted security and who has purchased and continues to maintain the security in reliance upon such approval must disclose the investment to appropriate personnel in any instance in which the Access Person is involved in consideration by a client of an investment in the issuer of the security. In any such instance, the decision of a Client to purchase an investment in the issuer of the security must be reviewed by Compliance personnel, preferably the CCO.

Special Pre-clearance

Special Pre-clearance may be obtained from Compliance personnel for an investment by an Access Person that would otherwise be prohibited by the Code. To obtain special pre-clearance, an Access Person must submit a Request for Special Pre-Clearance form. Compliance, preferably the CCO, may provide specific pre-clearance if it is determined that the particular circumstances of the person’s proposed trade make it unlikely that the trade would disadvantage any Client.

Exempted Trades

Employees will be allowed to make trades which would otherwise be subject to the pre-clearance requirements as follows:

•

A de minimus trade for any security in which the issuer has a market capitalization of equal to or greater than $10 billion.

•

A trade for an Exchange Traded Fund.

Exempted trades will not be subject to the seven day pre-clearance provisions of the Code of Ethics. Exempted trades will still be subject to the sixty day short-term trading rule and initial


Code of Ethics		Page 4 of 18

public offerings, limited private offerings and restricted security pre-clearance. Furthermore, employees should also note that the de minimus rule does not exempt employees from violations of the insider trading rules. Employee trades will be monitored to ensure that a pattern of trading with client accounts is not present.

Short-Term Trading

No Access Person shall sell securities (Covered Securities) and Index/ETF securities of which such person has Beneficial Ownership within sixty (60) calendar days of the securities’ purchase. An exception exists for derivative transactions that have an expiration date less than 60 days at the time of purchase. Any prohibited short-term profits are subject to disgorgement as the CCO shall determine. In addition, the CCO will periodically review Affiliated Funds transactions for short-term trading activity and reserves the right to require an Access Person to disgorge profit, with the profit to be paid to the appropriate Affiliated Fund.

Any Access Person is prohibited from engaging in short sales of securities (Covered Securities) that such person knows are held by or being considered for sale by any Client. Short positions may not be closed out within sixty (60) days of the initial short sale, except for derivative transactions that have an expiration date less than 60 days at the time of purchase.

I nvestments in Affiliate Funds or Sub-advised by Denver Investments

Investment Companies may have greater volatility, therefore, investments in such funds will be monitored for the following:

•

Denver Investments employee trades will be monitored for possible trading in anticipation of IPO’s acquired by the funds and short-term trading within 90 days with proprietary information.

•

Employees that benefit from short-term trading of Affiliated Funds may be required to disgorge inappropriately gained profits or may have their trades cancelled and monies returned to them.

A portfolio manager who wishes to make redemptions from a fund that he/she manages which are greater than $250,000 or 1% of the fund’s net asset value, whichever is less, in any 90 day period must seek and receive the approval of the CCO prior to making such redemptions and document such on an ETS special pre-clearance.

Reporting Procedures

Pre-clearance: An Access Person may, directly or indirectly, acquire or dispose of Beneficial Ownership of a Covered Security and ETF only if: (i) such purchase or sale has been approved by the Employee Trading System (“ ETS”) or a supervisory person designated by Denver Investments; (ii) the approved transaction is completed by the close of business on the same trading day approval is received.

Pre-clearance must be obtained by submitting the request through the ETS. In the case of debt securities, approval must initially be received by a manager in Fixed Income who communicates the approval to Compliance. The CCO monitors all transactions by all Access Persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of front running.

No Access Person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any beneficial interest within seven (7) calendar days after any client trades in that security. Client transactions of 500 shares or less will be excluded from the definition of a security being purchased or sold. If a securities transaction is executed by a client within seven (7) calendar days after an Access Person executed a


Code of Ethics		Page 5 of 18

transaction in the same security, the CCO reserves the right to require the employee to reverse the trade and disgorge any profits.

Advance trade clearance in no way waives or absolves any Access Person of the obligation to abide by the provisions, principles and objectives of this Code.

Certain types of transactions are exempt from pre-clearance but not from reporting requirements such as investments in Affiliate Funds advised or sub-advised by Denver Investments. See page 4 for further information.

Reporting Requirements

Duplicate Account Information and Notification. Access Persons must arrange for their brokers, investment advisers, trustees or custodians to provide, on a timely basis, to Compliance duplicate account statements and confirmation of all transactions in Covered Securities for all accounts in which they have a Beneficial Interest. Access Persons must also notify Compliance of each such account, indicating the name of the brokerage firm, the name under which the account is carried and the date the account was established. An Account Information form should be completed for this purpose. Duplicate account information will be organized and filed by Compliance and exceptions will be reviewed by Compliance to determine that no trades violate the Code of Ethics and that there is no pattern of trading that suggests a potential violation.

Quarterly Acknowledgments and Verifications . Access Persons must, no later than 30 days after the end of a calendar quarter, verify all open accounts and all security transactions for the quarter unless such information has already been provided to the Company by supplying brokerage confirms for all transactions in Covered Securities and Affiliated Funds. Access Persons must verify even if they have no accounts or transactions during the quarter.

Initial and Annual Holdings Reports. Each Access Person must, within 10 calendar days of commencement of services and at least annually thereafter, submit a holdings report which usually consists of investment statements. The report includes all Covered and Reportable Securities: 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. The holdings information must be current as of a date no more than 45 days prior to the reporting date. An Access Person satisfies the annual holdings report for brokerage accounts by arranging for duplicate statements to be sent to the Company.

It is each Access Person’s responsibility to provide the Company with duplicate confirmations and statements if the Company has not received them directly from the brokerage firm. The Compliance Committee may request Access Persons to provide confirmations and/or statements regardless of whether their broker has been instructed to provide such reports. This is to allow Compliance, for example, to check that all applicable confirmations are being received or to supplement the requested confirmations where a broker is difficult to work with or otherwise fails to provide duplicate confirmations on a timely basis. Such reports will be requested if the confirmations do not provide adequate information.

Corporate Automatic Investment Plans. To exempt pre-set Corporate Automatic Investment purchases from the pre-clearance requirements, Access Persons must submit the Corporate Automatic Investment Plans form prior to the establishment of such a plan or upon a change to the pre-set amount or frequency.


Code of Ethics		Page 6 of 18

Prohibited Brokerage Arrangements

No Access Person may place his or her personal securities transactions through a Denver Investments trading desk employee or through an individual broker that does business with Denver Investments without written permission from the CCO. The CCO may, from time to time, grant exceptions from this prohibition when particular circumstances make it unlikely that such trading activity would disadvantage Clients. Employees should submit a Request for Special Pre-clearance form with details of the arrangement for Compliance Committee member approval.

Monitoring and Review of Personal Securities Transactions

The CCO or a designee will monitor and review all reports required under the Code for compliance with Denver Investments’ policies and procedures, not only with the letter but also with the spirit of the Code regarding personal securities transactions and applicable SEC rules and regulations. Access Persons are required to cooperate with such inquiries and any monitoring or review procedures employed by Denver Investments.

Prohibition Against Insider Trading

Introduction

Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose Access Persons and Denver Investments to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, Access Persons and Denver Investments may be sued by investors seeking to recover damages for insider trading violations.

The rules contained in this Code apply to securities trading and information handling by Access Persons of Denver Investments.

The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the CCO immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.

General Policy

No Access Person may trade, either personally or on behalf of others (such as funds and private accounts managed by Denver Investments), while in the possession of material, nonpublic information, nor may any personnel of Denver Investments communicate material, nonpublic information to others in violation of the law.

1.	What is Material Information?

Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the CCO.


Code of Ethics		Page 7 of 18

Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material.

You should also be aware of the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to Denver Investments’ securities recommendations and client securities holdings and transactions.

2.	What is Nonpublic Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

3.	Identifying Inside Information

Before executing any trade for yourself or others, including investment funds or private accounts managed by Denver Investments (“Client Accounts”), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

•

Report the information and proposed trade immediately to the CCO.

•

Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm.

•

Do not communicate the information inside or outside the firm, other than to the CCO.

•

After Compliance personnel, typically the CCO, has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

You should consult with the CCO before taking any action. This degree of caution will protect you, our clients, and the firm.

4.	Contacts with Public Companies

Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an Access Person of Denver Investments or other person subject to this Code becomes aware of material, nonpublic information. To protect yourself, your clients and the firm, you should contact the CCO immediately if you believe that you may have received material, nonpublic information.

5.	Communications with Outside Directors and Trustees of Investment Companies Advised or Sub-Advised by Denver Investments

As a regular business practice, Denver Investments attempts to keep the Trustees and Directors of its investment company clients informed with respect to its investment activities through reports and other information provided to them in connection with board meetings and


Code of Ethics		Page 8 of 18

other events. In addition, personnel are encouraged to respond to inquiries from Trustees and Directors, particularly as they relate to general strategy considerations or economic or market conditions affecting the funds. However, it is Denver Investments’ policy not to communicate specific trading information on trading activity within the last 15 days or securities currently being considered for trading activity to the Trustees/ Directors unless it has been approved by Compliance personnel, preferably the CCO.

6.	Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offer or the target company or anyone acting on behalf of either. Access Persons of Denver Investments and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

7.	Restricted/Watch Lists

Although Denver Investments does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.

Compliance may place certain securities on “restricted status.” Access Persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed. Compliance shall take steps to immediately inform all Access Persons of the securities classified as “restricted.” Compliance may place certain securities on “watch status.” Securities issued by companies about which a limited number of Access Persons possess material, nonpublic information should generally be placed on the watch status.

Gifts and Entertainment

Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. In addition, gifts and entertainment may result in required reporting, especially as it relates to clients subject to ERISA and for employees registered with FINRA through ALPS Distributors Inc. Denver Investments has adopted the policies set forth below to guide Access Persons in this area.

•

Giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest ;

•

Access Persons should not accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving Denver Investments, or that others might reasonably believe would influence those decisions;

•

Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible;

•

Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed.

Reporting Requirements

•

Any Access Person who gives or accepts, directly or indirectly, anything of value to/from any person or entity that does business with or on behalf of Denver Investments, including


Code of Ethics		Page 9 of 18

gifts and gratuities must be reported to Compliance. Typically gifts to one person/entity should not exceed $100 per year, except for promotional items of nominal value ($50 or less).

•

This reporting requirement does not typically apply to bona fide dining or bona fide entertainment if, during such dining or entertainment, you are accompanying the recipient or you are being accompanied by the person or representative of the entity. One exception to this exists for certain individuals who are associated with a Taft-Hartley plan. In these cases all gifts and entertainment to union-appointed trustees of Taft-Hartley funds should be reported to Compliance to ensure LM-10 reporting requirements are met by March 31 each year. Reporting is subject to a $250 deminimus exemption in the aggregate to one recipient during the fiscal year. For widely attended gatherings, the cost of these gatherings does not have to be reported if the cost per attendee is $125 or less.

•

This gift reporting requirement is for the purpose of helping Denver Investments monitor the activities of its employees.

•

Gifts made to charitable organizations on behalf of a client interest must be reported to Compliance for review.

Miscellaneous Items

Service as a Trustee

No Access Person shall serve as a Trustee for any client account without prior authorization by the CCO.

Service as a Director

No Access Person shall serve on the board of directors of any publicly traded company or in an investment related board role to any entity without prior authorization by the CCO based upon a determination that such board service would be consistent with the interest of Denver Investments’ clients.

Creditors Committees

No Access Person may serve on a creditor committee of a publicly traded company without prior authorization of the CCO in cases where it is part of the person’s employment duties. If creditor committee service is authorized, the Access Person serving should adhere to the Insider Trading Policies with respect to information obtained in such a role.

Outside Employment

No member, officer or employee of Denver Investments shall be employed by, or accept compensation from any other person as a result of any business activity, other than a passive investment, outside the scope of his relationship with Denver Investments unless such person has provided prompt notice of such employment to Compliance, and, in the case of securities-related employment or compensation, has received the prior written approval of the CCO. The Outside Positions form should be submitted within 10 calendar days of the commencement of employment and updated in a timely manner when necessary.

Administration

The Code of Ethics recordkeeping shall be maintained online in a company intranet application referred to as the Employee Trading System or “ETS.”


Code of Ethics		Page 10 of 18

Records

Compliance shall maintain and cause to be maintained in a readily accessible place the following records:

•

A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years;

•

A record of any violation of Denver Investments’ Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;

•

A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, a Access Person which shall be retained for five years after the individual ceases to be a Access Person of Denver Investments;

•

A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports;

•

A list of all persons who are, or within the preceding five years have been, Access Persons;

•

A record of any decision and reasons supporting such decision to approve an Access Persons’ acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted.

Reporting Violations and Sanctions

Upon learning of a potential deviation or violation of the Code of Ethics, Compliance shall thereafter take such action as deemed appropriate.

Enforcement

In addition to the penalties described elsewhere in the Code of Ethics, upon discovering a violation of the Code of Ethics, Denver Investments may impose such sanctions as it deems appropriate, including without limitation, a letter of censure or suspension or termination of employment or personal trading privileges of the violator or disgorgement of any profits realized on certain transactions to the appropriate client(s), or alternatively to a charitable organization, as the CCO in his sole discretion shall determine.

Further Information

Access Persons should contact Compliance regarding any inquiries pertaining to the Code or the policies established herein.


Code of Ethics		Page 11 of 18

EXHIBIT A

DENVER INVESTMENTS

CODE OF ETHICS

ACKNOWLEDGEMENT

This form must be completed by all Access Persons annually.

I hereby acknowledge access to Denver Investments Code of Ethics via the intranet. I certify that I have read and understand the Code and recognize that I am subject to its provisions. I also certify that I have complied with the requirements of the Code of Ethics and have reported outside business positions and/or personal securities transactions required to be reported pursuant to the Code. I also acknowledge that I have reviewed the procedure manual, which is accessible via the intranet, and agree to comply with its policies.

I am not aware of any possible violations of the securities laws that I have not already reported.

I also acknowledge that I am not currently involved in any criminal actions, regulatory actions, or civil judicial actions (investment-related activity).

I acknowledge that, if applicable, I have received prior approval from Compliance if I am acting as a Trustee for a client.



Employee Name (please print)


Employee Signature		Date


Code of Ethics		Page 12 of 18

EXHIBIT B

DENVER INVESTMENTS

CODE OF ETHICS

ACCOUNT INFORMATION DETAIL

For all accounts in which you have any beneficial ownership, include the following information:


ACCOUNT NUMBER	ACCOUNT NAME	SECURITIES FIRM & ADDRESS

I have noted accounts over which I do not exercise any direct or indirect influence or control.

I certify that the above information is a complete list of all accounts in which I have a beneficial interest.



Employee Name (please print)


Employee Signature		Date


Code of Ethics		Page 13 of 18

EXHIBIT C

DENVER INVESTMENTS

CODE OF ETHICS

CERTIFICATION OF NON-INFLUENCE AND NON-CONTROL

OVER BENEFICIALLY OWNED ACCOUNTS

I understand that the provisions of the Denver Investments Code of Ethics do not apply to purchases or sales effected in any accounts for which I may be deemed a Beneficial Owner (under Section 16 of the Securities Exchange Act of 1934) if I do not exercise any direct or indirect influence or control over those accounts.

Listed below are my beneficially owned accounts over which I certify that I have no direct or indirect influence or control.


ACCOUNT NUMBER	ACCOUNT NAME	SECURITIES FIRM & ADDRESS



Employee Name (please print)


Employee Signature		Date


Code of Ethics		Page 14 of 18

EXHIBIT D

DENVER INVESTMENTS

CODE OF ETHICS

REQUEST FOR SPECIAL PRE-CLEARANCE

Name of Access Person:

Description of Investment Security:

Date of Request for Pre-clearance:

Please provide the details of the request for a special pre-clearance:


Signature:		Date:
	Access Person

Disposition of Pre-clearance Request

¨ Approved (state reason for approval)

¨ Denied


Code of Ethics		Page 15 of 18

EXHIBIT E

DENVER INVESTMENTS

CODE OF ETHICS

CORPORATE AUTOMATIC INVESTMENT PLANS

This form must be completed by all Access Persons upon commencement of or change to a corporate automatic Investment Plan.

Please Provide the Following Information:

In accordance with the Code of Ethics, all Access Persons must provide the following information. Attach additional pages if necessary.

List all Corporate Automatic Investment Plans beneficially owned for all covered securities owned in such plans for which duplicate account information has not been provided to Denver Investments ( see the Code of Ethics for explanations of the terms Covered Security and Beneficial Ownership ):


SECURITY NAME	TICKER or CUSIP #	PERIODIC INVESTMENT AMOUNT	FREQUENCY

I request approval for the above Corporate Automatic Investment Plan (s).



Employee Name (please print)

		Date:
Employee Signature

Approved by:

		Date:
Compliance Committee Member


Code of Ethics		Page 16 of 18

EXHIBIT F

DENVER INVESTMENTS

CODE OF ETHICS

OUTSIDE POSITIONS

Please Provide the Following Information:

1.	List all positions held (director, officer, other) with for-profit entities other than Denver Investments:


ENTITY NAME		POSITION

2.	List all positions held with not-for-profit entities and whether you have investment recommendation responsibilities:


ENTITY NAME	POSITION	INVESTMENT RECOMMENDATIONS (Y/N)

I certify that the above information is accurate and complete to the best of my knowledge.



Employee Name (please print)

		Date:
Employee Signature


Code of Ethics		Page 17 of 18

Effective Date: March 1, 2013

CODE OF ETHICS

DFA INVESTMENT DIMENSIONS GROUP INC.

THE DFA INVESTMENT TRUST COMPANY

DIMENSIONAL EMERGING MARKETS VALUE FUND*

DIMENSIONAL INVESTMENT GROUP INC.

DIMENSIONAL FUND ADVISORS LP*

DFA SECURITIES LLC*

DIMENSIONAL FUND ADVISORS LTD.

DFA AUSTRALIA LIMITED

DIMENSIONAL FUND ADVISORS CANADA ULC*

DIMENSIONAL SMARTNEST (US) LLC

DIMENSIONAL FUND ADVISORS PTE. LTD.

DIMENSIONAL JAPAN LTD.

Core Principles & Standards of Conduct

All of us at Dimensional are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we should adhere to the spirit as well as the letter of the law. Dimensional’s Code of Ethics (the “Code”) is designed to help ensure that our actions are consistent with these high standards.

The Code has been adopted by Dimensional pursuant to SEC Rules with the objectives of promoting:

•

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

full, fair, accurate, timely and understandable disclosure in reports and documents which Dimensional files with the SEC, FSA, ASIC, MAS and other regulatory agencies and in other public communications made by Dimensional;

•

compliance with applicable governmental laws, rules, and regulations;

•

the prompt internal reporting of violations of this Code to the Chief Compliance Officer (“CCO”); and

•

accountability for adherence to this Code.

In addition, the Code contains a number of rules and procedures relating to personal trading by Dimensional officers, directors, employees and their families. Certain provisions of the Code apply to personal trading by officers and employees who have been designated as Access Persons .

Whether or not a specific provision of the Code addresses a particular situation, employees must conduct themselves in accordance with the general principles contained in the Code and in a manner that is designed to avoid any actual or potential conflicts of interest.

Prior to November 3, 2006, Dimensional Fund Advisors LP was named Dimensional Fund Advisors Inc., prior to February 9, 2009, Dimensional Fund Advisors Canada ULC was named Dimensional Fund Advisors Canada Inc., prior to April 3, 2009, DFA Securities LLC was named DFA Securities Inc, and prior to October 30, 2009 Dimensional Emerging Markets Value Fund was named Dimensional Emerging Markets Value Fund Inc.


		1

Dimensional is committed to fostering a culture of compliance and therefore requires employees to contact the CCO, Designated Officer and/or any other member of the Ethics Committee about any actual or suspected compliance matters. The CCO will receive reports on all violations of the Code of Ethics reported to a Designated Officer and/or member of the Ethics Committee. Employees have the option of reporting compliance matters on a confidential basis to the CCO by utilizing the Confidential Compliance Reporting email address, Compliance@dimensional.com . Retaliation against any employee for reporting compliance related issues is cause for appropriate corrective action up to and including dismissal of the retaliating employee.

If you have questions about any aspect of the Code, or if you have questions regarding application of the Code to a particular situation, contact a member of your local Compliance Group.

Prohibited Transactions And Other Restrictions On Personal Trading

Blackout Periods

A pre-clearance request will be denied if there has been a transaction by a client of Dimensional within the past seven (7) calendar days. The Compliance Group will monitor trading activity for seven (7) calendar days following the pre-clearance approval date for conflicts of interests. The Blackout Period does not apply to any transaction involving a Covered Security if the transaction is in an amount less than $10,000 (USD). Please note that transactions in an amount less than $10,000 must be pre-cleared and reported.

Short Term Trading

Access Persons are prohibited from profiting from any “transaction” in the same or equivalent Covered Security within sixty (60) calendar days of a purchase or sale. For purposes of this restriction, a last-in, first-out (“LIFO”) methodology will be applied.

Prohibition on Initial Public Offerings (“IPOs”) and Short Sales

Employees may not participate in IPOs or effect short sales.

Prohibited Brokerage Relationships

Employees are prohibited from executing personal investment transactions with individuals with whom business is being conducted on behalf of certain institutional clients. As needed, the Compliance Group may request the name of the registered representative (agent/contact) for the account(s), before pre-clearing transactions.

Private Placements

An Access Person (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of the US Mutual Funds or any Advisor) may not purchase securities in a private placement transaction (“Private Placements”) unless approval of the CCO has been obtained. This approval will be based upon a determination that the investment opportunity need not be reserved for clients, that the Access Person is not being offered the investment opportunity due to his or her employment with Dimensional, and other relevant factors on a case-by-case basis.

Because there is often no broker-dealer involved in a private placement, the employee must provide other evidence of the purchase or sale that is satisfactory to the Compliance Group. The documentation must explain the circumstances surrounding the transaction, including the manner in which it was executed, the title


		2

of each security involved, the quantity of each security purchased or sold, the date of the transaction and the price at which the transaction was executed.

Excessive Trading of Dimensional Managed Funds

An employee may not engage in excessive trading of any Dimensional Managed Fund to take advantage of short-term market movements. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.

Insider Trading

All Access Persons should pay particular attention to potential violations of insider trading laws. Insider trading is both unethical and illegal and will be dealt with decisively if it occurs. Employees are expected to familiarize themselves with the Insider Trading Policy adopted by Dimensional.

Exceptions to Code Restrictions

In cases of hardship, the CCO may 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 our clients’ interests or violate any other policy embodied in this Code. Any waiver or exemption will be evidenced in writing and all such exemptions will be reported to the Ethics Committee.

Serving on Boards of Public Companies

If an employee wishes to accept any director (or equivalent) position with a non-Dimensional public company, then the employee is required to receive prior approval from the Boards of Directors of the Dimensional entities for which the employee serves as an employee and/or officer. For example, if an individual is an employee of Dimensional Fund Advisors LP and an officer of the US Mutual Funds, and the employee wishes to serve as a director of a non-Dimensional for-profit entity, the employee would need the prior approval both of the Board of Directors of Dimensional Fund Advisors LP and the US Mutual Funds BEFORE the employee could accept such a position. Disinterested Trustees shall not be required to obtain prior approval to serve on the board of directors of a public company. Any employee’s (or director’s) participation on the board of directors of a public company must be reported to the CCO.

Policies on Personal Securities Transactions

Pre-Clearance Policy and Procedures

All Access Persons (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of the US Mutual Funds or any Employer) must pre-clear their personal securities transactions in Covered Securities prior to execution, except as specifically exempted in subsequent sections of the Code. Clearance for personal securities transactions for publicly traded securities will be in effect until the next day’s close of business from the time of approval. Please note that the policies and procedures contained in the Code also apply to transactions by a spouse, domestic partner, child or any other family member living in the same household as the Access Person.

Transactions in the following Covered Securities in which Access Persons have Beneficial Ownership are covered transactions and therefore must be pre-cleared and reported:


• Stocks		• Voluntary Corporate Actions


		3


• Private Placements		• Warrant and Rights

• Exchange Traded Funds		• Closed-End Funds

• Preferred Stocks		• ADRs and GDRs

• Convertible Securities		• Shares issued by unit investment trusts

• Derivatives (including options, futures, forwards, etc.)		• Limited partnerships and limited liability company interests

• Fixed Income Securities

All personal securities transaction reports and requests for pre-clearance must be processed through the Compliance 11 web-based system located at https://ondemand.compliance11.com . Your local Compliance Department will evaluate and review each pre-clearance transaction request and notification will be provided to employees through the Compliance 11 System, within a timely manner. Reporting, but not pre-clearance, is required for transactions in the following:

•

Dimensional Managed Funds; and

•

Automatic investment plans (including dividend reinvestment plans) in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.

Designated Officers (other than the CCO) are required to receive prior written approval of their personal transactions from Dimensional’s CCO. Dimensional’s CCO is required to receive prior approval of his personal transactions from one of Dimensional’s co-Chief Executive Officers.

Reporting and Certification Requirements

All Access Persons’ personal securities transactions and holdings reports will be reviewed by Compliance. The records and reports created or maintained pursuant to the Code are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or governmental agency.

Initial Holdings Report

Within ten (10) calendar days of the start of employment, each Access Person must list all Covered Accounts and Covered Securities held at the time of hiring. Statement(s) must be current as of a date not more than 45 days prior to the Access Person’s employment start date.

Private Placements and other holdings not commonly held in a brokerage account must be reported.

Within ten (10) calendar days of the start of employment, each Access Person must request that all broker-dealers or banks with which he or she has accounts send duplicate confirmations and statements of their transactions in Covered Securities to the Access Person’s local Compliance Group. If the Access Person requests, the Compliance Group will send a standard letter to the broker-dealer or bank in question, making a request on the employee’s behalf.

It remains the employee’s responsibility, however, to ensure that the duplicate statements and confirmations are provided.

Access Persons who fail to submit the report within ten (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transactions until such report is submitted and may be subject to other sanctions.


		4

New Accounts

All Access Persons must promptly report any new mutual fund and/or brokerage accounts for him/herself, their spouse or any immediate family member who shares the same household. Unless the account has been reported, the Access Person is prohibited from engaging in personal securities transactions in the account.

Quarterly Personal Investment Report

Within thirty (30) days of the end of each calendar quarter, each Access Person must submit a quarterly personal investment report indicating all securities transactions made during the previous quarter that occurred outside of Covered Accounts.

Annual Holdings Report

Within forty-five (45) days of the end of each calendar year, each Access Person must affirm the list of his or her Covered Accounts, Covered Securities and Private Placement(s) as of the end of the calendar year.

If under local market practice, broker-dealers or banks are not willing to deliver duplicate confirmations and/or quarterly statements to the Firm, it is the Access Person’s responsibility to promptly provide duplicate confirmation(s) for each trade and quarterly statement(s).

Certification Requirements

Supervised Persons are required to complete a Code of Ethics Acknowledgement Form, upon commencement of their employment with Dimensional, and annually thereafter, to acknowledge and certify that they have received, reviewed, understand and shall comply with the Code. In addition, all material amendments to, or any new interpretations of the Code, shall be conveyed to Supervised Persons and require their acknowledgement of receipt and understanding of the amendments/ interpretations. In addition, all employees complete an annual compliance questionnaire, designed to identify potential conflicts of interest.

Sanctions

Depending on the severity of the infraction, employees may be subject to certain sanctions for violating the Code of Ethics and related personal trading controls (e.g., failing to pre-clear transactions, reporting accounts, and submitting statements and/or initial, quarterly and annual certification forms). Sanctions may include but are not limited to, verbal or written warnings, letters of reprimand, suspension of personal trading activity, disgorgement and forfeiture of profits, and/or suspension or termination of employment. Repeated immaterial violations will be communicated to the individual’s supervisor, Department Head and the CCO for corrective action. Material violations will be escalated to the Dimensional Ethics Committee and subsequently reported to the Dimensional mutual fund board and other sub-advised boards as required.

Communications with Disinterested Trustees and Outside Directors

As a regular business practice, the US Mutual Funds and the Advisors attempt to keep directors/trustees informed with respect to the US Mutual Funds’ and Dimensional’s investment activities through reports and other information provided to the directors/trustees in connection with board meetings and other events. However, it is the policy of the US Mutual Funds not to routinely communicate specific trading information


		5

and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients).

Disinterested Trustees are not subject to the following reporting requirements except to the extent the Disinterested Trustee knew or, or in the ordinary course of fulfilling his or her duties as a director, should have known that during the 15 days immediately before or after the Disinterested Trustee’s transaction in a Covered Security, a US Mutual Fund purchased or sold the Covered Security, or an Advisor considered purchasing or selling the Covered Security for a US Mutual Fund.


		6

GLOSSARY OF TERMS

“1940 Act” means the Investment Company Act of 1940.

An “ Access Person ” means:

any director/trustee, officer or general partner of a US Mutual Fund or Advisor;

any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities for any registered investment company for which the Distributor acts as the principal underwriter;

employees of the Advisors, Distributor, or US Mutual Funds who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of a Covered Security by the US Mutual Funds, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales;

any natural persons in a control relationship with one or more of the US Mutual Funds or Advisors who obtain information concerning recommendations made to such US Mutual Funds or other advisory clients with regard to the purchase or sale of a Covered Security, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to the US Mutual Funds or advisory clients regarding the purchase or sale of Covered Securities ; and

any Supervised Person who has access to nonpublic information regarding any clients’ purchase or sale of securities, or regarding the portfolio holdings of any US Mutual Fund.

“ Advisors ” shall mean Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional SmartNest (US) LLC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.

“Advisers Act” means the Investment Advisers Act of 1940.

Having “ Beneficial Ownership ” means the Employee has or shares a direct or indirect pecuniary interest in the securities held in the account. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

“ Control” has the same meaning as in Section 2(a)(9) of the 1940 Act.

“Covered Account” includes any new broker, dealer or bank with which the Access Person maintains an account in which any securities are held or could have the ability to hold securities for the direct or indirect benefit of such Access Person and the date the account was established.


		7

A “ Covered Security ” means all securities, except :

direct obligations of the Government of the United States ¹ ;

bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (including repurchase agreements);

shares of money market funds;

shares of registered open-end investment companies ^2;

shares issued by unit investment trusts that are invested exclusively in one or more registered open-end investment companies, none of which are the US Mutual Funds; and

privately-issued shares of the Advisors.

A “ Designated Officer ” means the Chief Compliance Officer or any employee of Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional SmartNest (US) LLC, Dimensional Fund Advisors Pte. Ltd. or Dimensional Japan Ltd. designated by the Chief Compliance Officer.

A “Disinterested Trustee” means a director/trustee of the US Mutual Funds who is not considered to be an “interested person” of the US Mutual Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.

“ Dimensional ” means (i) DFA Investment Dimensions Group Inc., The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. (collectively, the “ US Mutual Funds ”); (ii) Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional SmartNest (US) LLC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.; and (iii) DFA Securities LLC (the “ Distributor ”).

A “ Dimensional Managed Fund ” means any series/portfolio of the US Mutual Funds or any other fund advised by or sub-advised by any of the Advisors. A complete list may be found at https://be.dimensional.com.

The “ Ethics Committee ” means each Ethics Committee appointed by the directors/trustees of each of the Employers. The Ethics Committee consists of the following officers of Dimensional Fund Advisors LP: Co-Chief Executive Officers, General Counsel, Head of Portfolio Management and Trading and the Chief Compliance Officer.

For Access Persons of the U.S. Employers. For Access Persons of the U.K. Employer, Covered Securities shall exclude direct obligations of the Government of the United Kingdom. For Access Persons of the Australian Employer, Covered Securities shall exclude direct obligations of the Commonwealth Government of Australia. For Access Persons of the Canadian Employer, Covered Securities shall exclude direct obligations of the Government of Canada. For Access Persons of the Singapore Employer, Covered Securities shall exclude direct obligations of the Government of Singapore. For Access Persons of the Japan Employer, Covered Securities shall exclude direct obligations of the Government of Japan.

²	For Access Persons of the U.S. and Canadian Employers. For Access Persons of the U.K., Australian, Singapore and Japan Employers, Covered Securities shall exclude unlisted unit trusts registered under the local scheme.


		8

“ Outside Director ” means a director of any Advisor who is not considered to be an “interested person” of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of this Code by virtue of being a director or knowingly having a direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor.

A “ Security Held or to be Acquired ” means any Covered Security which, within the most recent 15 days, is or has been held by the US Mutual Funds or other advisory clients of the Advisors, or is being or has been considered by the US Mutual Funds or the Advisors for purchase by the US Mutual Funds or other advisory clients of the Advisors, and any option to purchase or sell, and any security convertible into or exchangeable for, any such Covered Security.

A “ Supervised Person ” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Advisor, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act. ³

“ SEC Rules ” means Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act.

³	For example, independent solicitors or consultants who do not provide investment advice to clients on behalf of an Advisor are not Supervised Persons.


		9

SECTION E:

DONALD SMITH & CO., INC.

CODE OF ETHICS

Adopted January 1, 2005

Revised March 2011, September 2012, March 2013, November 2013

TABLE OF CONTENTS:


I.		ADOPTION OF NEW CODE OF ETHICS POLICIES & PROCEDURES

II.		STANDARDS OF CONDUCT AND COMPLIANCE WITH LAWS

III.		DEFINITIONS

IV.		EXEMPTED TRANSACTIONS

V.		RESTRICTIONS AND PROCEDURES ON PERSONAL SECURITIES TRANSACTIONS

VI.		COMPLIANCE PROCEDURES ON PERSONAL TRADING

VII.		REPORTING REQUIREMENTS

VIII.		ADMINISTRATION OF THE CODE OF ETHICS

IX.		ADVISER REVIEW AND ENFORCEMENT

X.		RECORDKEEPING

XI.		AMENDMENT TO FORM ADV PART II

XII.		AMENDMENT TO RULE 17j-1

XIII.		CLASSIFICATION OF EMPLOYEES

XIV.		SANCTIONS

I. ADOPTION OF NEW CODE OF ETHICS POLICIES AND PROCEDURES

The Securities and Exchange Commission (SEC) adopted rule 204A-1 under the Investment Advisers Act of 1940, effective August 31, 2004. There are also amendments to rule 204-2 under the Advisers Act to reflect new rule 204A-1 and rule 17j-1 under the Investment Company Act of 1940. Part II of Form ADV is also amended. The compliance date of these new rules and rule amendments is February 1, 2005. The rule and rule amendments are designed to promote compliance with fiduciary standards by advisers and their personnel.

Rule 204A-1 requires registered investment advisers to adopt codes of ethics. The rule requires an adviser’s code of ethics to set forth standards of conduct and require compliance with federal securities laws. Codes of ethics must also address personal trading: they must require advisers’ personnel to report their personal securities holdings and transactions, including those in affiliated mutual funds, and must require personnel to obtain pre-approval of certain investments. The Commission has amended the Advisors Act recordkeeping rule to require advisers to keep copies of their codes of ethics and records relating to the code. The Commission has also amended the client disclosure requirements under Part II of Form ADV to require advisers to describe their codes of ethics to clients.

Rule 17j-1, under the Investment Company Act of 1940, requires each fund and its adviser to have a written code of ethics containing provisions reasonably necessary to prevent misconduct and to use reasonable diligence and institute procedures reasonably necessary to prevent violations of the code.

Additionally, Rule 17j-1 generally proscribes fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies, if affected by affiliated persons of such companies or of their investment advisers or principal underwriters. Rule 17j-1(a) sets forth the following general prohibitions:

It shall be unlawful for any affiliated person of or principal underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for a registered investment company in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired, as defined in the Rule, by such registered investment company to:

employ any device, scheme or artifice to defraud such registered investment company;

make to such registered investment company any untrue statement of material fact or omit to state to such registered investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such registered investment company; or

engage in any manipulative practice with respect to such registered investment company.

Also, each employee has a duty to act in the best interest of the firm. In addition to the various laws and regulations covering our activities, it is clearly in our best interest as a professional investment advisory organization to avoid potential conflicts of interest or even the appearance of such conflict with respect to the conduct of our officers and employees. While it is not possible to anticipate all instances of potential conflict, the standard is clear.

As we are a Registered Investment Adviser, we are subject to rules and regulations promulgated by the SEC. Thus, we are very diligent and thorough when it comes to monitoring our firm and our people. As we are a small boutique firm, the principals have continuous supervision at all levels. Donald G. Smith and Richard L. Greenberg oversee all investments. Ann Hogan is our Chief Compliance Officer.

These written policies and procedures adopted January 1, 2005, and revised March 2011, September 2012, March 2013 and November 2013, are designed to ensure our compliance with these rules. Additionally, these policies and procedures are designed to enable us to act in the best interests of our clients. Donald Smith & Co., Inc. has a fiduciary duty to its clients which requires each employee to act solely for the benefit of our clients.

II. STANDARDS OF CONDUCT AND COMPLIANCE WITH LAWS

This Code of Ethics sets forth a standard of business conduct that we require of all supervised personnel. It sets ideals for ethical conduct premised on fundamental principles of openness, integrity, honesty and trust. It conveys the value we place on ethical conduct.

In light of our professional and legal responsibilities, we believe it is appropriate to restate and periodically distribute the firm’s Code to all supervised employees. Our aim is to be as flexible as possible in our organization and our internal procedures, while simultaneously protecting our organization and our clients from the damage that could arise from a situation involving a real or apparent conflict of interest. As a general principle, it is imperative that those who work on behalf of the Adviser avoid any situation that might compromise, or call into question, their exercise of fully independent

judgment in the interests of clients. If you have any doubt as to the propriety of any activity, you should consult the Chief Compliance Officer.

While it is not possible to specifically define and prescribe rules regarding all possible cases in which conflicts might arise, this Code is designed to set forth our policy regarding employee conduct in those situations in which conflicts are most likely to develop. As you consider the more detailed portions of the Code below, you should keep in mind the following fundamental fiduciary principles that govern personal investment activities:

The interests of our clients must come first. In any decision relating to your personal investments, you must scrupulously avoid serving your own interests ahead of those of our clients;

Personal investments should comport with both the letter and the spirit of this Code, and should avoid any actual or potential conflicts of interest;

Supervised persons should not take inappropriate advantage of their position; and

Supervised persons must comply with applicable federal securities laws. This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield supervised personnel from liability for personal trading or other conduct that violates a fiduciary duty to our clients.

III. DEFINITIONS

“Adviser” means Donald Smith & Co., Inc.

“Access Person” means any of the Adviser’s supervised persons: (i) who has access to non-public information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or (ii) who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public.

“Advisory Person” means (1) any employee of the adviser or of any company in a Control relationship to Donald Smith & Co., Inc., who in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Adviser, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a Control relationship, or deemed by the Review Officer to be in a control relationship, to Donald Smith & Co., Inc. who obtains

information concerning the recommendations made to a client with regard to the purchase or sale of a covered security.

A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

“Beneficial Ownership” shall be interpreted to include any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares a direct or indirect pecuniary interest in the security. As set forth in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, the term “pecuniary interest” in securities shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. An access person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the access person’s household.

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

“Covered security” means a security as defined in Section 2(a) 136) of the Investment Company Act, except that it does not include: (i) Direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements; and (iii) Shares issued by open-end registered investment companies besides Exchange Traded Funds (ETFs) and reportable funds.

“Investment company” means a company registered as such under the Investment Company Act and for which the Adviser is the investment adviser.

“Investment Advisory Client” means any person for whom the Adviser provides discretionary advisory services.

“Personal Securities Transactions” means transactions in Securities (i) for your own account, including IRAs, or (ii) for an account in which you have indirect beneficial ownership, unless you have no direct or indirect influence or control over the account. Accounts involving family (including husband, wife, minor children or other dependent relatives), or accounts in which you have a beneficial interest (such as a trust of which you are an income or principal beneficiary) are included within the meaning of “indirect beneficial interest.”

“Purchase or sale of a security” includes, among other things, the writing of an option to purchase or sell a security, the conversion of a convertible security, and the exercise of a warrant for the purchase of a security.

“Review Officer” means the officer of the Adviser and/or the Distributor designated from time-to-time by Donald Smith & Co., Inc. to receive and review reports of purchases and sales by Access Persons. Currently, Ann Hogan, Chief Compliance Officer, is our designated Review Officer.

“Reportable fund” means: (i) any fund for which the adviser serves as an investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940; or (ii) any fund whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser. For purposes of this section, control has the same meaning as it does in section 2(a)(9) of the Investment Company Act.

“Reportable security” means a security as defined in section 202(a)(18) of the Investment Advisers Act, except that it does not include: (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by open-end funds other than reportable funds; and (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds (besides ETFs), none of which are reportable funds.

“Security held or to be acquired” by the Adviser means any Security which, within the most recent 3 business days, (i) is or has been held by such company or its adviser, or (ii) is being or has been considered by such company or its Adviser for purchase by such company or its adviser.

“Supervised person” is any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser.

IV. EXEMPTED TRANSACTIONS

The following transactions are exempt from the restrictions and procedures on personal securities transactions set forth in Section V.A.1 below:

Purchases or sales affected in any account over which the Access Person has no direct or indirect influence or Control;

Purchases or sales which are non-volitional on the part of the Access Person;

Purchases which are part of an automatic dividend reinvestment plan;

Purchases and sales for which the Review Officer has granted an exemption. The Review Officer may grant exemptions from the personal trading restrictions in this Code upon determining that the transaction for which an exemption is requested would not violate any policy embodied in this Code and that an exemption is appropriate to avoid an injustice to the employee in the particular factual situation presented. Factors to be considered may include: the size and holding period of the employee’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the employee’s requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors.

Any employee wishing an exemption should submit a written request to the Review Officer setting forth the pertinent facts and reasons why the employee believes that the exemption should be granted. Employees are cautioned that exemptions are intended to be exceptions, and repetitive exemptive applications by an employee will not be well received.

V. RESTRICTIONS AND PROCEDURES ON PERSONAL SECURITIES TRANSACTIONS

Prohibited Purchases and Sales - Except as otherwise provided in Section IV hereof:

No Access Person shall purchase or sell, directly or indirectly, any Security which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale:

(a)

is being considered for purchase or sale by the Adviser,

(b)

is a security held or to be acquired by the Advisor or is currently being purchased or sold by the Adviser (list maintained by Chief Compliance Officer),

(c)

is on the “Restricted List” ¹ of issuers about which the Adviser has inside information (list maintained by the Chief Compliance Officer); or

¹	If a security is on the “Restricted List”, all access persons are strictly prohibited from trading in that security for personal accounts or client accounts.

(d)

is on “Blackout Period” list when client securities trades are being placed or recommendations are being made.

No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of the Adviser) any information regarding Securities transactions by the Adviser or consideration by the Adviser of any such Securities transaction.

No Access Person shall place good-until-cancelled orders for their personal securities transactions which involve securities that are also held by the Advisor’s Investment Advisory Clients,

Gifts : No Access Person shall receive any gift or other thing of more than de minimis value ($100) from any person or entity that does business with or on behalf of the Adviser.

Other Conflicts of Interest : Access Persons should also be aware that areas other than personal securities transactions or gifts and sensitive payments may involve conflicts of interest. The following should be regarded as examples of situations involving real or potential conflicts rather than a complete list of situations to avoid.

“Inside Information” - Specific reference is made to Donald Smith & Co., Inc.’s collective policy on the use of “inside information” which applies to Personal Securities Transactions as well as to client transactions.

“Use of Information” - Information acquired in connection with employment by the organization may not be used in any way which might be contrary to or in competition with the interests of investment advisory clients.

“Disclosure of Information” - Information regarding actual or contemplated investment decisions, research priorities or client interests should not be disclosed to persons outside of our organization and in no way can be used for personal gain.

Unless otherwise approved by Chief Compliance Officer, no access persons shall serve as a director of any publicly traded company.

All access persons are expected to adhere to our policies and procedures to prevent the misuse of material nonpublic information. See Section O of our Compliance Manual.

Market timing and “short swing” trading are prohibited.

“Pay-to-Play” is strictly prohibited. All covered persons are required to obtain pre-approval from the Company’s Compliance Department prior to making any Contribution of any value. Contribution is defined as any gift, subscription, loan, advance, or deposit of money or anything of value made for:

The purpose of influencing any election for federal, state or local office;

The payment of debt incurred in connection with any such election; or

Transition or inaugural expenses incurred by the successful candidate for state or local office.

Covered Persons must also receive pre-approval for all Contributions made by any member of their household.

“Social Media” sites are prohibited for all business use. All access persons are expected to adhere to this rule and understand that personal “Social Media” sites are subject to monitoring and review by the Compliance Department.

VI. COMPLIANCE PROCEDURES ON PERSONAL TRADING

Preclearance: All Access Persons are required to “preclear” Personal Securities Transactions in covered securities prior to execution through the Review Officer. This includes bonds, stocks (including closed-end funds), ETFs, reportable funds, convertibles, preferreds, options on securities, warrants, rights, etc. for domestic and foreign Securities whether publicly traded or privately placed, not including the exceptions listed below. In addition, the Review Officer may require non-Access Persons to preclear Personal Securities Transactions as he or she may deem necessary and appropriate for compliance with this Code. Additionally, the Review Officer can withdraw the approval any time, given a rise in conflict of interest as a result of unexpected events taking place regarding the specific security or regarding any client. Only the Review Officer has the authority to approve pre-clearance. The Review Officer’s trades will be pre-cleared by Richard L. Greenberg, former CCO.

The following Personal Securities Transactions shall be excepted from this preclearance requirement; please note, however, that these transactions must be reported even though they do not have to be precleared (see Section VII for reporting requirements) :

purchases or sales of financial futures or options on futures;

purchases or sales of non-convertible debt securities or non-convertible preferred stocks;

purchases which are part of an automatic dividend reinvestment plan or automatic employee stock purchase plan; and

purchases or sales which are non-volitional on the part of the Access Person ( e.g . gifts, or transactions which result from corporate action applicable to all similar Security holders, such as splits, tender offers, mergers, stock dividends, etc.).

Initial Public Offerings : No Access Person may acquire securities in an initial public offering without the prior written approval of the Review Officer.

Private Placements : No Access Person may acquire securities in a private placement without the prior written approval of the Review Officer.

Records of Securities Transactions : All Access Persons are to direct their brokers to supply to the Review Officer, on a timely basis, duplicate copies of confirmations of all Personal Securities Transactions and copies of periodic statements for all Securities accounts.

Post-Trade Monitoring : The Review Officer shall review all Personal Securities Transactions by Access Persons to ensure that no conflict exists with the Adviser’s trades.

VII. REPORTING REQUIREMENTS

Initial Holdings Report. No later than 10 days after becoming an Access Person, whether through outside hiring or internal transfer, every Access Person shall report to the Review Officer 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 had any Beneficial Ownership when the person became an Access Person;

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

The date the report is submitted by the Access Person. This report must be current as of a date not more than 45 days prior to the individual becoming an access person.

Quarterly Transaction Reports. No later than 30 days after the end of each calendar quarter, every Access Person shall report to the Review Officer, the following information ² :

With respect to any transaction during the quarter in any Reportable Security in which the Access Person had 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, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved;

The nature of the transaction (i.e., purchase, sale or 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 transaction was effected; and

The date that the report is submitted by the Access Person.

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 report is submitted by the Access Person.

Annual Holdings Reports and Certifications. Annually, every Access Person shall report and certify the following information (which information must be current as of a date no more than 45 days before the report is submitted):

The title, and as applicable the exchange ticker symbol or cusip number, number of shares and principal amount of each Reportable

²	Access Persons who provide copies of duplicate confirmations and periodic statements pursuant to Section VII hereof need only certify the accuracy of the statements in writing in such report and that no other transactions were executed during the quarter.

Security in which the Access Person had any direct or indirect Beneficial Ownership;

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person;

Certification that he or she has (i) read and understands this Code and recognizes that he or she is subject to the Code and (ii) complied with all requirements of the Code to which he or she is subject and disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code; and

The date that the report is submitted by the Access Person.

Exceptions to Reporting Requirements. An Access Person need not make a report under this Section VII with respect to transactions effected for, and Securities held in, any account over which the person has no direct or indirect influence or control.

The reports required by this section may also contain a statement declaring that the reporting or recording of any transaction shall not be construed as an admission that the Access Person making the report has any direct or indirect Beneficial Ownership in the Security to which the reports relates.

VIII. ADMINISTRATION OF THE CODE OF ETHICS

This Code of Ethics booklet (and any amendments) is provided to each employee to remind them of their obligations under the code. Each employee is required to certify in writing that they have received a copy of, read and understood the code of ethics. We also require annual recertification that each employee has re-read, understands and has complied with the code.

IX. ADVISOR REVIEW AND ENFORCEMENT

Rule 204A-1 requires that advisors maintain and enforce their codes of ethics. Ann Hogan, Chief Compliance Officer, and Richard L. Greenberg, former CCO, have primary responsibility for enforcing our code of ethics. All personal securities reports of all access persons are periodically reviewed for assessments such as whether the access person is following all required internal procedures, assessment of whether the access person is trading for his own account in the same securities as he is trading for clients, assessment of any trading patterns that may indicate any abuse, such as market timing, etc.

X. RECORDKEEPING

Our recordkeeping procedures ensure compliance with the newly adopted rule 204A-1 and the amendments to rule 204-2 under the Investment Advisers Act of 1940.

We maintain copies of our Code of Ethics, records of violations of the code along with the actions taken as a result of the violations, and copies of all employees’ written acknowledgement of receipt of the code.

A list of all access persons is maintained. Holdings reports and transactions reports of these access persons are maintained. All of the above documents will be and are maintained up to a period of five years.

XI. AMENDMENT TO FORM ADV PART II

These Code of Ethics policies and procedures are described via Part II of Form ADV to our current and prospective clients.

A full copy of our Code of Ethics is available to any client upon request.

XII. AMENDMENT TO RULE 17j-1

Our new Code of Ethics complies with the current amendments to Rule 17j-1.

Initial and annual holdings reports must be current as of a date no more than 45 days prior to an individual becoming an access person and are due within 10 days of becoming an access person.

Quarterly transactions reports are due no later than 30 days after close of quarter.

Additionally, quarterly transactions reports need not be submitted with respect to transactions effected pursuant to an automatic investment plan.

XIII. CLASSIFICATION OF EMPLOYEES

Unless otherwise determined, each employee shall be classified as an Access Person for the purposes of this Code. Notwithstanding the foregoing, an employee may seek a determination from the President of the Adviser that the employee is a Non-Access Person because of the limited nature of the employee’s functions or duties. The President will make this determination on a case-by-case basis, and the employee will only be classified as a Non-Access Person if the President determines that the employee does not make, participate in, or obtain information regarding the purchases or sales of securities by the Adviser, and such employee’s functions do not relate to the making of any recommendations with respect to such purchases or sales. Periodically thereafter, but no less frequently than annually, the President shall reevaluate the employee’s Non-Access

Person classification. The Review Officer shall maintain a record of all such determinations, and will communicate any changes in classification directly to the employee.

XIV SANCTIONS

Any and all violations of the Code of Ethics should be reported to the Chief Compliance Officer.

If the Chief Compliance Officer determines that an employee has committed a violation of the Code, the Chief Compliance Officer shall promptly notify the President of the Adviser who shall be responsible for determining whether it is appropriate to impose sanctions or take other actions against the employee. The President shall make such determination in light of all relevant facts and circumstances, including the nature and seriousness of the violation, the extent to which the violation reflects a willful disregard of the employee’s responsibilities under the Code and the employee’s past history of compliance or non-compliance with the Code. Such sanctions or other actions may include, but are not limited to, one or more of the following:

•

requiring the employee to refrain from personal trading for a period;

•

disgorgement of any profits associated with transactions which constitute a violation of the Code, or restitution to an affected client or investment company;

•

requiring the employee to reverse the trade(s) in question and forfeit any profit or absorb any loss derived therefrom;

•

a letter of censure;

•

a monetary fine levied at the employee;

•

suspension of the employment of the employee;

•

termination of the employment of the employee;

•

civil referral to the SEC or other civil regulatory authority, if appropriate under the circumstances; or

•

criminal referral, if appropriate under the circumstances.

The President shall have the sole authority to determine the sanction or other action, if any, to be imposed for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Prior to imposing sanctions or taking other actions against the employee, the President shall provide the employee with an opportunity to present information bearing on these matters.

Failure to comply with any sanctions, including the failure to abide by a directive to reverse a trade or refrain from further trading, may result in the imposition of additional sanctions. Unless, in the opinion of the President, there are extenuating circumstances, a repeat violation of the Code and any violation involving deception, dishonesty or a willful failure to comply, will result in one or more of the most severe sanctions, including the imposition of a monetary fine and/or the suspension or termination of employment.

If the employee committing the violation is the President of the Adviser, the Chief Compliance Officer shall make a determination with respect to sanctions or actions described above in place of the President.

CODE OF ETHICS

Applicable to:

Eaton Vance Corp.

Eaton Vance Management

Boston Management and Research

Eaton Vance Investment Counsel

Eaton Vance Australia Pty. Ltd.

Eaton Vance Management Canada Ltd.

Eaton Vance Advisers (Ireland) Limited

Eaton Vance Management (International) Limited

Eaton Vance Management International (Asia) Pte. Ltd.

Eaton Vance Trust Company

Eaton Vance Distributors, Inc.

(each of the foregoing entities,

an “Eaton Vance Entity”

and collectively “the Eaton Vance Entities”)

and

Eaton Vance Funds


Effective:		September 1, 2000
		(as revised December 1, 2013)

TABLE OF CONTENTS

Table of Contents ¹


Overview

Part I.		Standards of Business Conduct

Part II.		Policy on Personal Securities Transactions

General Provisions

Appendix 1.		Procedures for Policy on Personal Securities Transactions

Appendix 2.		Eaton Vance Funds Policies and Procedures in Prevention of Insider Trading

Appendix 3.		Eaton Vance Policies and Procedures in Prevention of Insider Trading

¹	The policies and procedures attached to this Code of Ethics as Appendices provide additional guidance on certain topics addressed in the Code but are not a part of the Code.

OVERVIEW ²

Applicability

Eaton Vance Personnel. You are subject to this Code of Ethics if you are an employee, officer, director, consultant or intern of any Eaton Vance Entity.

Eaton Vance Funds ³ Managed or Distributed by an Eaton Vance Entity. You are subject to this Code of Ethics if you are an “access person” (as defined in Part II below) of a Fund (as defined in Part II below) for which an Eaton Vance Entity provides day-to-day investment management or acts as principal distributor.

Eaton Vance Funds Managed by Advisers and Sub-Advisers Other Than Eaton Vance Entities. If you are an “access person” (as defined in Part II below) of a Fund (as defined in Part II below) and employed by an adviser or sub-adviser that provides the Fund with day-to-day investment management and that is not an Eaton Vance Entity (“unaffiliated adviser”), you are not subject to this Code provided that:

•

you are subject to a code of ethics adopted by the unaffiliated adviser that the Fund’s Chief Compliance Officer has determined meets all the requirements of and complies with Rule 17j-1 under the Investment Company Act of 1940, as amended (“Rule 17j-1”), and Rule 204A-1 under the Investment Advisers Act of 1940, as amended; and

•

the Fund Board has approved the unaffiliated adviser’s code of ethics pursuant to and in compliance with Rule 17j-1.

Material exceptions to any such unaffiliated adviser’s Code as applied to a Fund access person are required to be reported to the Fund Chief Compliance Officer promptly.

Independent Trustees of Eaton Vance Funds. Independent Fund Trustees (as defined in Part II) are access persons of the Funds. If you are an Independent Fund Trustee, you are subject to the “Overview - Governing Principals” and “General Provisions” sections of the Code and your obligations under the “Policy on Personal Securities Transactions” section of the Code are set forth in Part II, Section D.

Governing Principals

Independent Trustees of Eaton Vance Funds . If you are subject to this Code as an access person of the Fund, you have a duty at all times to place the interests of the Fund first. You are required to conduct all your personal securities transactions consistent with the letter and spirit of this Code and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of your position of trust and responsibility with respect to the Funds. You are expected not only to follow the specific rules, but also the spirit of the Code.

²	Capitalized terms used in this Overview have the meanings assigned to them in Part II of the Code.

³	For the ease of reference, the Board of Trustees or Board of Directors of an Eaton Vance Fund is referred to collectively herein as the Board of Trustees and Trustees and Directors are referred to collectively herein as Trustees.

In that connection, you may not engage in any activities which directly or indirectly:

•

defrauds a Fund;

•

misleads a Fund, including statements that omit material facts;

•

operates or would operate as a fraud or deceit on a Fund;

•

functions as a manipulative practice with respect to a Fund; or

•

functions as a manipulative practice with respect to a security.

Eaton Vance Personnel and Eaton Vance Funds Managed or Distributed by an Eaton Vance Entity. If you are subject to this Code as an employee, officer, director, consultant or intern of any Eaton Vance Entity you have the same duties outlined above with respect to the Fund as well as to the other Clients (as defined in part II below) of the Eaton Vance Entities.

PART I

STANDARDS OF BUSINESS CONDUCT

If you are 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 the federal securities laws;

•

you must comply with the fiduciary obligations outlined below; and

•

you must comply with this Code of Ethics.

You have a duty to promptly report any violation or apparent violation of the Code of Ethics to the Chief Compliance Officer. 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 the Code in good faith is not permitted. Violators of the Code are subject to sanctions.

Fiduciary Obligations

You have a duty to act in utmost good faith with respect to each Client (as defined in Part II below), and to provide full and fair disclosure of all material facts, particularly where the interests of the Company (as defined in Part II below) may be in conflict with those of a Client. The Company 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 your personal trading transactions must be conducted consistent with the rules contained in Part I and Part II of this Code and in such a 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 the Company, or information acquired during 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 interest of the Company or its Clients. If such a conflict or potential conflict arises, you must report it immediately to the Chief Compliance Officer.

In connection with providing investment management services to Clients, this includes prohibiting 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 Part I and Part II of the Code of Ethics 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.

Additional Standards of Business Conduct

If you are an employee, officer, director, consultant or intern of any Eaton Vance entity listed on the cover page of this Code of Ethics, you are also subject to the Eaton Vance Corp. Code of Business Conduct and Ethics. Any violation of the Eaton Vance Corp. Code of Business Conduct and Ethics may also be deemed a violation of this Code of Ethics.

PART II

POLICY ON

PERSONAL SECURITIES TRANSACTIONS

DEFINITIONS

Company refers to each Fund and each of Eaton Vance Corp. ( EVC ), Eaton Vance Management ( EVM ), Boston Management and Research ( BMR ), Eaton Vance Investment Counsel ( EVIC ), Eaton Vance Management (International) Limited ( EVMI ), Eaton Vance Management International (Asia) Pty. Ltd. ( EVMIA ), Eaton Vance Australia Pty. Ltd. ( EV Australia ),, Eaton Vance Management Canada Ltd. ( EVMC ), Eaton Vance Advisers (Ireland) Limited ( EVAI ), Eaton Vance Australia Pty. Ltd. ( EV Australia ), Eaton Vance Management Canada Ltd. ( EVMC ), Eaton Vance Advisers (Ireland) Limited (EVAI) , Eaton Vance Trust Company ( EVTC ) and Eaton Vance Distributors, Inc. ( EVD ).

Fund is each Fund that is an investment company registered under the Investment Company Act of 1940 in the Eaton Vance Fund complex.

Sub-advised Fund is each investment company registered under the Investment Company Act of 1940 for which EVM or BMR acts as the investment sub-adviser.

Client is any person or entity, including a Fund or a Sub-advised Fund, for which EVM, BMR, EVIC, EVMI, EV Australia, EVMC, EVAI or EVTC provides investment advisory services.

Access Person is each of the following:

(1)

a director, trustee, or officer of (i) a Fund to whom this Code is applicable as described in the Overview above, (ii) EVM, (iii) BMR, or (iv) EVIC;

(2)

an employee, consultant, or intern of (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who, in connection with his or her regular functions or duties, makes, participates in, or has access to nonpublic information regarding the purchase or sale of Securities by a Client, or whose functions relate to the making of any recommendations with respect to the purchases or sales (including a portfolio manager, investment counselor, investment analyst ⁴ , member of a trading department, most administrative personnel in EVIC, the equity department, and each income investment department, and certain members of the investment operations department, separately managed account operations department, information technology department and fund administration department) or who, in connection with his or her regular functions has access to nonpublic information regarding such

⁴

As used in this Policy on Personal Securities Transactions, the term “investment analyst” includes any person that performs financial and/or quantitative analysis of securities that results in a recommendation to a portfolio manager or investment counselor regarding an investment in such securities.

recommendations (including certain members of the fund administration department and information technology department);

(3)

an employee, consultant, or intern of (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who, in connection with his or her regular functions or duties, has access to nonpublic information regarding portfolio holdings of a Fund or Sub-advised Fund (including a portfolio manager, investment analyst, member of a trading department, most administrative personnel in the equity investment department and each income investment department, and certain members of the investment operations department, separately managed account operations department, information technology department, brand marketing department, media relations department, and fund administration department);

(4)

a natural person in a control relationship to (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who obtains nonpublic information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client;

(5)

an employee of EVD or EVM who is a registered representative or registered principal; and

(6)

a director, officer or employee of EVD who is not a registered representative or registered principal but who, in the ordinary course of business, makes, participates in, obtains or, in EVD’s judgment, is able to obtain nonpublic information regarding, the purchase or sale of Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Securities.

Investment Professional is each of the following:

(1)

an employee of (i) a Fund to whom this Code is applicable as described in the Overview above, (ii) a Sub-advised Fund or (iii) any of EVC, EVM, BMR or EVIC 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 Fund, Sub-advised Fund or other Client (including a portfolio manager, an investment counselor, and an investment analyst); and

(2)

a natural person who controls (i) a Fund to whom this Code is applicable as described in the Overview above, or (ii) any of EVC, EVM, BMR and who obtains information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client.

Every Investment Professional is also an Access Person.

Reporting Person is each registered representative and registered principal of EVD or EVM.

Independent Fund Trustee is a trustee or director of a Fund who is not an “interested person” of the Fund (as determined under the Investment Company Act of 1940).

Immediate Family of any person includes his or her spouse, [minor] children, and relatives living in his or her principal residence.

Designated Broker is any one of the following broker-dealer firms:

Charles Schwab;

E*Trade;

Fidelity;

Merrill Lynch;

Morgan Stanley Smith Barney;

TD Ameritrade;

UBS; or

Wells Fargo.

Securities means anything that is considered a “security” under the Investment Company Act of 1940, including most kinds of investment instruments, including:

stocks and bonds;

shares of exchange traded funds;

shares of closed-end investment companies, including shares of Eaton Vance closed-end Funds and closed-end eUnits ^TM Funds;

options on securities, on indexes and on currencies;

investments in all kinds of limited partnerships;

investments in non-U.S. unit trusts and non-U.S. mutual funds;

investments in private investment funds, hedge funds, private equity funds, venture capital funds and investment clubs.

The term “Securities” does not include:

direct obligations of the U.S. Government;

bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements; and

shares of open-end investment companies that are registered under the Investment Company Act of 1940 (mutual funds), other than shares of Funds or Sub-advised Funds.

Shares of Funds and Sub-advised Funds that are not money market funds are Securities for the purposes of this Policy.

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. As used in this Policy, 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.

Limited Offering 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 Limited Offering thus includes an offering commonly referred to as a private placement, as well as a non-public offering in limited amounts available only to certain investors. A Limited Offering 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 (that is, are publicly offered/publicly traded Securities).

Large Cap Issuer is an issuer of Securities with an equity market capitalization of more than $3 billion.

Chief Legal Officer, Chief Compliance Officer , Senior Compliance Administrator , Compliance Administrator, Compliance Attorney and Investment Compliance Officer mean the persons identified as such in the Procedures. Questions or comments addressed to the Senior Compliance Administrator may be emailed to codeofethics@eatonvance.com .

Procedures means the Procedures for Policy on Personal Securities Transactions attached to this Code as Appendix 1.

A. Applicability of the Policy

1. Who is Covered . One or more parts of this Policy apply to Company officers, employees, consultants and interns. Certain parts apply only to Access Persons, Independent Fund Trustees, Investment Professionals, or Reporting Persons. The Company will notify you if you are in one of these categories.

This Policy covers not only your personal Securities transactions, but also those of your Immediate Family (your spouse, minor children, and relatives living in your principal residence).

2. What Accounts are Covered . This Policy applies to Securities transactions in all accounts in which you or members of your Immediate Family have a direct or indirect beneficial interest, unless the Compliance Attorney determines that you or they have no direct or indirect influence or control over the account. Normally, an account is covered by this Policy if it is (a) in your name, (b) in the name of a member of your Immediate Family, (c) of a partnership in which you or a member of your Immediate Family are a partner with direct or indirect investment discretion, (d) of a trust of which you or a member of your Immediate Family are a beneficiary and a trustee with direct or indirect investment discretion, and (e) of a closely held corporation in which you or a member of your Immediate Family hold shares and have direct or indirect investment discretion. ⁵

3. When You Must Use a Designated Broker . All Securities accounts of (a) Reporting Persons or Access Persons (other than Access Persons who are Independent

⁵	Please note that any securities accounts managed by EVIC in which an Access Person or the Immediate Family of an Access Person has a direct or indirect beneficial interest are subject to this Policy. Securities transactions in such accounts must be pre-cleared.

Fund Trustees) must be maintained with one or more Designated Brokers, unless the account:

(1)

holds only shares of EVC Securities that are publicly traded and is held with Wells Fargo (formerly A.G. Edwards) or Computershare;

(2)

includes only shares of Funds and Sub-advised Funds and is held with such Fund’s transfer agent;

(3)

the account includes only shares of Funds purchased through the Company’s retirement plans;

(4)

is a retirement account you established through a prior employer, or as part of a DRIP or ESOP investment program; or

(5)

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.

Persons who become Reporting Persons or Access Persons must initiate movement of existing accounts to one or more Designated Brokers within 30 calendar days of the Company notifying them of their status as a Reporting Person or Access Person. ⁶

B. Rules Applicable to All Employees ⁷

If you are a Company officer, employee, consultant or intern, you are subject to the following rules.

1. Pre-clearance: EVC Securities . You must pre-clear all purchases, sales or other transactions involving EVC Securities that are publicly traded with the Treasurer of EVC (or his designee), except that you do not have to pre-clear (1) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (2) bona fide gifts of such EVC Securities that you receive, (3) bona fide gifts of such EVC Securities that you make to nonprofit organizations qualified under Section 501(c)(3) of the Internal Revenue Code, or (4) 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. NOTE: The purchase or sale of publicly traded options on Eaton Vance Securities is prohibited.

⁶	You may maintain an existing account you opened with a broker, dealer or bank that is not a Designated Broker if:

(a)

(1) you were an Access Person prior to October 1, 2008 and (2) the account was established with such broker, dealer or bank prior to October 1, 2008; or

(b)

(1) you became an Access Person on October 1, 2009, (2) immediately prior to becoming an Access Person you were a Reporting Person, and (3) the account was established with such broker, dealer or bank prior to October 1, 2009.

⁷

Reminder: When this Policy refers to “you” or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest. See section A, “Applicability of the Policy,” above. The procedure for obtaining pre-clearance is explained in the Procedures.

There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of earnings information. Normally you will be notified of these blackout periods.

2. Pre-clearance: Eaton Vance Closed-End Funds. You must pre-clear all purchases and sales of shares of closed-end investment companies, including Eaton Vance closed-end Funds. You may obtain a list of all of Eaton Vance closed-end Funds from the Senior Compliance Administrator.

3. Reporting Requirements. You must ensure that the broker-dealer you use sends to the Senior Compliance Administrator copies of confirmations of all purchases and sales of EVC Securities that are publicly traded and of Eaton Vance closed-end Funds that you were required to pre-clear. If you are an Access Person required to file reports of personal Securities transactions, these purchases and sales must be included in your reports.

4. Prohibited Transactions. You are prohibited from purchasing or selling any security, either personally or for any Client, while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 3 to the Code of Ethics, Eaton Vance Policies and Procedures in Prevention of Insider Trading.

5. Transactions in Shares of Funds and Sub-advised Funds. You must comply with all prospectus restrictions and limitations on purchases, sales or exchanges of Fund or Sub-advised Fund shares when you purchase, sell or exchange such shares.

C. Rules Applicable to Access Persons ⁸

If you are an Access Person, you are subject to the following rules, in addition to the “Rules Applicable to All Employees” in section B above, provided that Access Persons who are Independent Fund Trustees are only subject to the Access Person rules in section D of this Part II.

1. Pre-Clearance: All Securities . You must pre-clear all purchases and sales of Securities, except that you do not have to pre-clear:

(1)

unless you are a trader in the equity department ⁹ , a purchase of equity Securities of a Large Cap Issuer (with a market capitalization of more than $3 billion), if the value of such purchase, together with the value all

⁸

Reminder: When this Policy refers to “you” or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest, and over which you or they exercise direct or indirect influence or control. See section A, “Applicability of the Policy,” above and check the definition of “Securities” and of other capitalized terms in the “Definitions” section above.

⁹

Traders in the equity department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000.

of your purchases of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000;

(2)

unless you are a trader in the equity department ¹⁰ , a sale of equity Securities of a Large Cap Issuer, if the value of such sale, together with the value all of your sales of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000;

(3)

a purchase of investment grade, non-convertible debt Securities, if the value of such purchase, together with the value all of your purchases of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $50,000;

(4)

a sale of investment grade, non-convertible debt Securities, if the value of such sale, together with the value all of your sales of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $50,000;

(5)

a purchase (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund including a closed-end eUnits Fund;

(6)

a redemption (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund including a closed-end eUnits Fund;

(7)

a purchase of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such purchase together with the notional value of all such purchases with respect to a given currency in the previous six (6) calendar days would not exceed $50,000;

(8)

a sale of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such sale together with the notional value of all such sales with respect to a given currency in the previous six (6) days would not exceed $50,000;

(9)

a bona fide gift of Securities that you receive or a bona fide gift of Securities that you make to any nonprofit organization qualified under Section 501(c)(3) of the Internal Revenue Code;

(10)

an automatic, non-voluntary transaction, such as a stock dividend, stock split, spin-off, and automatic dividend reinvestment; or

(11)

a transaction pursuant to a mandatory tender offer or bond call that is applicable pro rata to all stockholders or bond holders, respectively.

The exemptions from pre-clearance in clauses (1) through (4) above do not apply to trading in any Security that is placed on a restricted list pursuant to the Eaton Vance Policies and Procedures in Prevention of Insider Trading. Further, the Chief Compliance Officer may suspend your ability to rely on the exemptions from pre-clearance in clauses (1) through (8) if he or she concludes that you have engaged in excessive personal trading or that pre-clearance by you is otherwise warranted.

You are responsible for determining if an issuer is a Large Cap Issuer; you may consult an appropriate Internet website for this purpose, such as Yahoo: Finance.

¹⁰

Remember that you must always pre-clear all purchases and sales of EVC Securities that are publicly traded even if EVC is a Large Cap Issuer. See section B.1, “Pre-Clearance: EVC Securities,” above. Investment Professionals have additional pre-clearance obligations. See section F, “Additional Rules Applicable to Investment Professionals and Certain Other Persons,” below.

You will not receive pre-clearance of a transaction for any Security at a time when the Chief Compliance Officer or Chief Legal Officer believes circumstances warrant prohibiting a transaction in a particular Security. This may include when there is a pending buy or sell order for the same Security for a client. Remember that the term “Security” is broadly defined. For example, an option on a Security is itself a Security, and the purchase, sale and exercise of the option is subject to pre-clearance. A pre-clearance approval normally is valid only during the day on which it is given. Pre-clearance procedures are set forth in the Procedures.

2. Holding Period: Eaton Vance Closed-End Funds . Trustees, directors and officers of closed-end Funds, and certain Access Persons involved in managing such Funds, are prohibited by the federal securities laws from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Senior Compliance Administrator will notify you and assist you in filing these Forms, and you will not receive pre-clearance for any purchase or sale that would violate the six-month restriction. Therefore, if you are in this category, you should expect to hold the shares you purchase for at least six (6) months.

3. Prohibited and Restricted Transactions . The following transactions are either prohibited without prior approval, or are discouraged, as indicated. The procedures for obtaining approval are in the Procedures.

a. Initial Public Offerings . You may not purchase or otherwise acquire any Security in an Initial Public Offering. You may apply to the Chief Compliance Officer and the Investment Compliance Officer for prior written approval to purchase or acquire a Security in an Initial Public Offering, but approval will be granted only in rare cases that involve extraordinary circumstances. Accordingly, the Company discourages such applications. You might 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.

b. Limited Offerings . You may not purchase or otherwise acquire any Security in a Limited Offering, except with the prior approval from the Chief Compliance Officer and the Investment Compliance Officer. (Remember that a Limited Offering, as defined, 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 Limited Offering is appropriate for purchase by a Client, or when your participation in the Limited Offering is suggested by a person who has a business relationship with any Company or expects to establish such a relationship). Examples where approval might 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.

c. Short Sales . You may not sell short any Security, except that you may (i) sell short a Security if you own at least the same amount of the Security you sell short (selling short “against the box”) and (ii) sell short U.S. Treasury futures and stock index futures based on the S&P 500 or other broad based stock indexes. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

d. Naked Options . You may not engage in option transactions with respect to any Security, except that (i) you may purchase a put option or sell a call option on Securities that you own and, (ii) in order to close such a transaction, you may sell a put option or purchase a call option on Securities that you own. You may not engage in the purchase or sale of publicly-traded options on shares of EVC Securities. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

e. Short-term Trading . You are strongly discouraged from engaging in excessive short-term trading of Securities. The purchase and sale, or sale and purchase, of the same or equivalent Securities within sixty (60) calendar days are generally regarded as short-term trading. Such transactions are subject to pre-clearance.

4. Prohibited Transactions:

a. Designated Issuers. If you are an Access Person who:

•

has been designated as a Limited Person under the Non-Public Information and Ethical Wall Policy (the ‘Ethical Wall Policy”) with respect to a Designated Issuer (as defined in the Ethical Wall Policy); or

•

has otherwise been permitted access to the investment portfolio records relating to a Designated Issuer pursuant to clauses (x) and (z) of section 2 of the Ethical Wall Policy,

you may not purchase or sell any Security issued by such Designated Issuer until the ethical wall concerning such Designated Issuer has been lifted in accordance with the Ethical Wall Policy.

b. Equity Department and EVIC . If you are an Access Person in the equity department or EVIC, you may not purchase or sell any Security until the seventh (7 ^th ) calendar day after any (a) Analyst Select Portfolio activity regarding that Security (whether an addition, increased position, deletion, decreased position, or rating change), or (b) addition or deletion of such Security from the Counselors Focus Portfolio, or (c) change in the rating of that Security in the Monitored Stock List (i) from 1, 2 or 3 to 4 or 5, (ii) from 3, 4 or 5 to 1 or 2, or (iii) an invalidation of the investment case, in each case to provide sufficient time for Client transactions in that Security before personal transactions in that Security. In addition, the Chief Compliance Officer may require other Access Persons with access to any of the Analyst Select Portfolio, Counselors Focus Portfolio or Monitored Stock List or other investment department research to adhere to

the restrictions in this paragraph upon written notice to such Access Person by the Chief Compliance Officer.

In addition, Access Persons that are traders in the equity department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000.

c. Investment Operations Department and Separately Managed Account Operations Department . If you are an Access Person in the investment operations department or separately managed account operations department, you may not purchase or sell any Security from the day of any communication or notice (verbal or written) of a pending program trade until the 2 ^nd business day after execution of that pending program trade by all participating separately managed accounts.

5 . Investment Clubs . You may not be a member of an investment club that trades in and owns Securities in which members have an interest. Such an investment club is regarded by this Policy as your personal account, and it is usually impracticable for you to comply with the rules of this Policy, such as pre-clearance of transactions, with respect to that investment club. If you were a member of an investment club and a Company employee on September 1, 2000, you may either (i) resign from the club by January 31, 2001 or promptly upon becoming an Access Person, and until your resignation is effective you may not influence or control the investment decisions of the club, or (ii) you may continue as a member, but only if the club is regarded as your personal account and you (and the club) meet all of the requirements of this Policy with respect to every securities transaction by the club, including pre-clearance, prohibited and restricted transaction, and reporting requirements.

6. Reporting Requirements ¹¹ . You are required to provide the following reports of your Security holdings and transactions to the Senior Compliance Administrator. Please refer to the Procedures for reporting procedures and forms.

a. Initial Report of Holdings. Within ten (10) calendar days after you become an Access Person, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, 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 forty-five (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, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

b. Annual Report of Holdings. After January 1 and before January 31st of each year, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, current within forty-five (45) calendar days before the report is submitted, including the title, type, exchange ticker or CUSIP number (if applicable), number of

¹¹	*Reminder:* Your reports also relate to members of your Immediate Family and the accounts referred to under section A, “Applicability of the Policy,” above. Please review the definition of Securities in the “Definitions” section above.

shares and principal amount of each Security held. Your report must 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, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

c. Quarterly Transaction Report. Within thirty (30) calendar days after the end of each calendar quarter, you must submit to the Senior Compliance Administrator a report of your transactions in Securities during that 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 or through the transaction was effected. If you established an account with a broker, dealer or bank in which any Security was held during that quarter, (i) the broker, dealer or bank must be a Designated Broker and (ii) you must state the name of the broker, dealer or bank and the date you established the account on your report. The report must state the date on which you submit it to the Senior Compliance Administrator.

You do not have to submit a quarterly transaction report if (i) copies of all of your transaction confirmations and account statements are provided to the Senior Compliance Administrator for that quarter (see paragraph 9, “Confirmations of Transactions and Account Statements,” below), or (ii) all of the information required in such report is, on a current basis, already in the records of the Company (as, for example, in the case of transactions in EVC Securities through the EVC employee stock purchase plan or by the exercise of stock options).

7. Confirmations of Transactions and Account Statements . You must ensure that each broker, dealer or bank with which you maintain an account send to the Senior Compliance Administrator, as soon as practicable, copies of all confirmations of your Securities transactions and of all monthly, quarterly and annual account statements. See section A.2., “Applicability of the Policy – What Accounts are Covered,” above.

This requirement does not apply to Securities transactions involving shares of a Fund where EVD acts as your broker.

If you certify to the Compliance Assistance that the Senior Compliance Administrator has received all of your confirmations and account statements by the date your quarterly transaction report is due, and if those confirmations and statements contain all of the information required in your quarterly transaction report, you do not have to submit that report.

D. Rules Applicable to Access Persons Who Are Independent Fund Trustees

If you are an Access Persons who is an Independent Fund Trustee, you are subject to the following rules:

1. Prohibited Transactions. You are prohibited from purchasing or selling any security while you are in the possession of material, non-public information concerning

the Security or its issuer. Please read Appendix 2 to the Code of Ethics, Eaton Vance Funds Policies and Procedures in Prevention of Insider Trading.

2. Reporting . As an Independent Fund Trustee you are generally exempt from the reporting requirements applicable to Access Persons (see section C.6.). However, if you knew or, in the ordinary course of fulfilling your official duties as a trustee, should have known that during the fifteen (15) day period immediately before or after your transaction in a Security, the Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security, you must file a quarterly transaction report with the Fund Chief Compliance Officer within thirty (30) calendar days after the end of such calendar quarter. The report must include 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 or through the transaction was effected. The report also must state the date on which you submit it to the Fund Chief Compliance Officer.

3. Holding Period: Eaton Vance Closed-End Funds . Trustees of closed-end Funds (including closed-end eUnits Funds) are prohibited by the federal securities laws from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Fund Chief Compliance Officer (or his designee) will notify you and assist you in filing these Forms. Therefore, you should expect to hold the shares you purchase for at least six (6) months.

E. Rules Applicable to Reporting Persons ¹²

In addition to the “Rules Applicable to All Employees” and “Rules Applicable to Access Persons” in sections B and C above, if you are a Reporting Person, you are required to submit a written notice to the Senior Compliance Administrator prior to establishing any new Securities account covered by the Policy or placing an order for the purchase or sale of any Security with any broker, dealer or bank. The notice must identify the broker, dealer or bank (which must be a Designated Broker) on such account. Please refer to the Procedures for reporting procedures and forms.

¹²	*Reminder:* Your reports also relate to members of your Immediate Family and the accounts referred to under section A, “Applicability of the Policy,” above. Please review the definition of Securities in the “Definitions” section above.

F. Additional Rules Applicable to Investment Professionals and Certain Other Persons ¹³

If you are an Investment Professional, or a member of a portfolio management team in the case of section F.2 below, you may be subject to the following rules, in addition to the “Rules Applicable to Access Persons” in section C above. Before engaging in any personal Securities transactions, please review those rules, which include pre-clearance and reporting requirements, as well as restricted transactions.

The following rules relate to the requirement that transactions for Clients whose portfolios you manage, or for whom you make recommendations, take precedence over your personal Securities transactions, and therefore Clients must be given the opportunity to trade before you do so for yourself. In addition, it is imperative to avoid conflicts, or the appearance of conflicts, with Clients’ interests. While the following Securities transactions are subject to pre-clearance procedures, you are responsible for avoiding all prohibited transactions described below, and you may not rely upon the pre-clearance procedures to prevent you from violating these rules.

1. Prohibited Transactions: All Investment Professionals . You may not cause or recommend a Client to take action for your personal benefit. Thus, for example, you may not trade in or recommend a security for a Client in order to support or enhance the price of a security in your personal account, or “front run” a Client.

2. Prohibited Transactions: Portfolio Managers, Members of Portfolio Management Teams and Investment Counselors . For each of the prohibited transactions listed below in this section F.2, you are deemed to “manage” and/or be part of the “portfolio management team” for each Client account for which (i) you are a named portfolio manager or investment counselor or (ii) you have regular access to nonpublic information regarding the actual purchase or sale of Securities for the account prior to the placement of an order to purchase or sell such Securities with the relevant trading personnel for execution. You are deemed to have such regular access to nonpublic information regarding the actual purchase or sale of Securities for a Client account if you have the authority to: (x) complete trade tickets (or other documentation) required in order to place an order to purchase or sell Securities for the account with the relevant trading personnel for execution; (y) place such an order for the account with the relevant trading personnel for execution; or (z) review such trade tickets (or other documentation) prior to submission to the relevant trading personnel for execution, in each case whether in hard copy or by electronic means. ¹⁴

¹³

Reminder: When this Policy refers to “you” or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest. See section A, “Applicability of the Policy,” above and check the definition of “Securities” and of other capitalized terms in the “Definitions” section above.

¹⁴

The prohibited transactions in this section E.2 are not intended to apply to (1) persons with access to nonpublic information regarding only potential purchases or sales of Securities in Client accounts, such as in connection with additions, deletions or rating changes of securities through the Analyst Select Portfolio, Counselors Focus Portfolio of Monitored Stock List (see section C.5 for the prohibitions that relate to such persons and such situations) or (2) persons in Eaton Vance Investment Counsel who have the type of authority identified in clause (x), (y) or (z) of this section E.2 solely to facilitate client service in the event of the absence from the office of the primary investment counselor(s) or other Eaton Vance Investment Counsel employee with primary responsibility for the account.

a. Personal Trades in Same Direction as Client . If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not purchase any Security for your personal account until one (1) calendar day after you have purchased that Security for any Client account that you manage. You may not sell any Security for your personal account until one (1) calendar day after you have sold that Security for any Client account that you manage.

b. Personal Trades in Opposite Direction as Client: Seven-Day Blackout. If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not sell any Security for your personal account until the eighth (8 ^th ) calendar day after you have purchased that Security for any Client account that you manage. You may not purchase any Security for your personal account until the eighth (8 ^th ) calendar day after you have sold that Security for any Client account that you manage.

c. Trading Before a Client.

(i) If you are a portfolio manager or an investment counselor, before you place an order to purchase a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have purchased that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, there may be no impact on your prior purchase, or you may be required to sell that Security before it is purchased for the Client, or you may have to pay to the Client’s account the difference between your and the Client’s purchase price for the Security, if your price was lower.

(ii) If you are a portfolio manager or an investment counselor, before you place an order to sell a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have sold that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, you may or may not be required to pay to the Client’s account the difference between your and the Client’s sales price for the Security, if your price was higher.

(iii) As a member of a portfolio management team, if you enter into a Security transaction for your personal account of a type described in section F.2.c(i) or (ii) you must disclose such transactions to the Investment Compliance Officer (to the extent you have actual knowledge of the transaction for the Client account). Depending upon the circumstances, you may or may not be subject to the relevant requirements described in such sections.

d. General Prohibition. Because your responsibility is to put your Client’s interests ahead of your own, if you are a portfolio manager, an investment counselor or a member of a portfolio management team you may not delay taking appropriate action for a Client account that you manage in order to avoid potential adverse consequences in your personal account.

3. Prohibited Transactions: Investment Analysts . If you are an investment analyst, before you purchase or sell a Security, Clients must be afforded the opportunity to act upon your recommendations regarding such Security. You may not purchase or sell any Security for which you have coverage responsibility unless either (i) you have first broadly communicated throughout the relevant investment group your research conclusion regarding that Security (through an Analyst Select Portfolio recommendation or Security rating, including the Monitored Stock List Security rating) and afforded suitable Clients sufficient time to act upon your recommendation (as set forth in 3(a) and 3(b) below), or (ii) you have first determined, with the prior concurrence of the Investment Compliance Officer, that investment in that Security is not suitable for any Client. If your research conclusions are not communicated through an Analyst Select Portfolio recommendation or Security rating, before you purchase or sell a Security for which you have coverage responsibility, you must first obtain the approval of the Investment Compliance Officer.

a. Personal Trades Consistent with New or Changed Recommendations or Ratings . If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the third (3 ^rd ) business day after you have broadly communicated a new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, and then only if your transaction is consistent with your recommendation or rating.

b. Personal Trades Inconsistent with New or Changed Recommendations or Ratings . If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the tenth (10 ^th ) business day after you have broadly communicated your new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, if your transaction is inconsistent with your recommendation or rating. You must pre-clear any such transaction and disclose to the Investment Compliance Officer the reasons you desire to make a trade inconsistent with your recommendation or rating.

c. Trading before Communicating a Recommendation or Rating. If you are an investment analyst who is in the process of making a new or changed recommendation or rating for a Security for which you have coverage responsibility, but you have not yet broadly communicated your research conclusions and recommendations or ratings for such Security to the Investment Professionals in the relevant department, you are prohibited from trading in that Security.

4. Required Disclosures: Investment Analysts . If you are an investment analyst, before you make a recommendation that a Security be purchased, sold or held by a Client, you must disclose to the Investment Compliance Officer and to any Investment Professionals to whom you make the recommendation any direct or indirect beneficial interest you may have in that Security.

GENERAL PROVISIONS

1. Maintenance of List of Access Persons and Investment Professionals: Notification . The Senior Compliance Administrator shall maintain a list of all Access Persons and Investment Professionals, shall notify each of his or her status, and shall ensure that each has received a copy of the Code of Ethics.

2. Review of Securities Reports . The Chief Compliance Officer shall ensure that all Initial and Annual Reports of Securities Holdings and Quarterly Transaction Reports, together with all Securities Transaction Confirmations and Account Statements received by the Senior Compliance Administrator, will be reviewed in accordance with the attached Procedures.

3. Certifications by Employees . Each employee of a Company must certify at the time of hire and annually thereafter (within the timeframes established from time to time by the legal department) that he or she has read and understood the Code of Ethics and has complied and will comply with its provisions. In addition upon any revision to a Company’s Code of Ethics, each employee of that Company must certify that he or she has read the Code, as revised, and understands and will comply with its provisions.

4. Fund Board Approval . The Board of Trustees of each Fund, including a majority of the Independent Fund Trustees, has approved this Code of Ethics and must approve any material change hereto within six months after such change is adopted.

5. Annual Report to Fund Board . At least annually (i) each of EVM, BMR and EVD shall submit to the Board of Trustees of each Fund and (ii) EVM shall submit to each Sub-advised Fund for consideration a written report that (a) describes any issues arising under the Code of Ethics or the Procedures since the last report the Board, including information about material violations of the Code of Ethics or the Procedures and the sanctions imposed in response to material violations, and (b) certifies that each such Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

6. Recordkeeping Requirements . On behalf of each Company, EVC 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 representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

(1)

copies of the Code of Ethics currently in effect and in effect at any time within the past five (5) fiscal years;

(2)

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 (5) years after the end of the fiscal year in which the violation occurred;

(3)

copies of each report referred to in sections C or D.2 of the Policy on Personal Securities Transactions (“Policy”), Part II above, to be maintained for at least five (5) years after the end of the fiscal year in which the report is made or information provided (notwithstanding the foregoing, any confirmation relating to a Securities transaction subsequently reported in a monthly, quarterly or annual account statement may be disposed of following the receipt of such account statement);

(4)

a record of any approval to acquire a Security in an Initial Public Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;

(5)

a record of any approval to acquire a Security in a Limited Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;

(6)

a record of all persons, currently or within the past five (5) fiscal years, who are or were required to make reports referred to in section D.2 of the Policy and who are or were responsible for reviewing such reports;

(7)

copies of each certification referred to in paragraph 3 of these General Provisions made by a person who currently is, or in the past five (5) years was, subject to this Code of Ethics, to be maintained for at least five (5) years after the fiscal year in which the certification made; and

(8)

a copy of each Annual Report to a Fund Board referred to in paragraph 5 of these General Provisions, to be maintained for at least five (5) years after the end of the fiscal year in which it was made.

7. Confidentiality . All reports and other documents and information supplied by any employee of a Company or Access Person in accordance with the requirements of this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and in the Procedures, by senior management of EVC, by representatives of the SEC, or otherwise as required by law, regulation, or court order.

8. Interpretations . If you have any questions regarding the meaning or interpretation of the provisions of this Code of Ethics, please consult with the Compliance Attorney.

9. Violations and Sanctions . Any employee of a Company who violates any provision of this Code of Ethics shall be subject to sanction, including but not limited to censure, a 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 recommended by the Compliance Officer in consultation with the Chief Compliance Officer and approved by the Chief Legal Officer or Management Committee of EVC. In the event the Chief Compliance Officer violates any provisions of this Code of Ethics, the Chief Legal Officer shall recommend the sanction to be imposed for approval by the Management Committee of EVC.

If the Chief Compliance Officer believes that any Fund trustee who is not an employee of a Company has violated any provision of the Policy, he or she shall so advise the trustees of the Fund, providing full particulars. The Fund trustees, in consultation with counsel to the Fund and/or counsel to the Independent Fund Trustees, shall determine whether a material violation has occurred and may impose such sanctions as they deem appropriate.

In adopting and approving this Code of Ethics, the Company and the Fund Boards of Trustees do not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 17j-1 under the Investment Company Act or Rule 204A-1 of the Investment Advisers Act.

APPENDIX H

CODE OF ETHICS AND CONDUCT

Revised February 2014

INTRODUCTION

Holland Capital Management LLC (“Holland Capital”) has adopted this Code of Ethics (“Code”) in accordance with rule 204A-1 of the Investment Advisers Act of 1940, and the rules thereunder (“Advisers Act”). Holland Capital also acts as a sub-adviser to certain registered investment companies and is required by Rule 17j-1 under the Investment Company Act of 1940, and the rules thereunder (“Investment Company Act”), to adopt a written code of ethics containing provisions reasonably necessary to prevent any conduct prohibited by the anti-fraud provisions of Rule 17j-1. Accordingly, Holland Capital has developed this Code to promote the highest levels of ethical conduct among our officers and Employees. Among the purposes of the Code are to (1) educate Employees regarding Holland Capital’s expectations and the laws governing their conduct; (2) remind Employees that they are in a position of trust and must act with complete propriety at all times; (3) protect the reputation of Holland Capital; (4) guard against violation of the securities laws; (5) protect clients by deterring misconduct; and (6) establish procedures for Employees to follow so that Holland Capital can assess whether Employees are complying with its ethical principles.

Whenever the term “client” is used in this Code, please also remember that it includes registered investment company clients.

GENERAL PRINCIPLES

Holland Capital has a fiduciary relationship with its clients. Accordingly, it owes these clients the utmost duty of loyalty, good faith, and fair dealing. Employees are obligated to uphold these important duties. These are the principles upheld with respect to Employees’ conduct when acting on behalf of Holland Capital or in any capacity that affects the interests of the firm’s advisory clients:

The duty at all times to place the interests of clients first;

The requirement that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of positions of trust and responsibility;

The fundamental standard that Employees should not take inappropriate advantage of their positions;

The fiduciary principle that information concerning the identity of security holdings and financial circumstances of clients is confidential;

The principle that Holland Capital and its Employees will exercise independent, unbiased judgment in the investment decision-making process; and

The importance of acting with honesty, integrity and professionalism in all aspects of the business.

These general principles govern all conduct, whether or not the conduct also is covered by more specific provisions below. We expect all Employees to abide by this Code both in word and in spirit. Failure to comply with this Code is a serious matter that may result in disciplinary action up to and including termination of employment.

If you have any questions or need clarification regarding what the Code does and does not permit, please do not hesitate to contact the Chief Compliance Officer (“CCO”).

I.	SCOPE OF THE CODE

The Code addresses the personal trading and securities-related conduct for Employees and is an integral part of Holland Capital’s compliance program.

Persons Covered by the Code: Any Employee that is subject to the Adviser’s supervision and control is subject to the Code. Certain portions of the Code also apply to “Family Members”: spouses, minor children and relatives by blood or marriage living in the same household of the Employee, or any person 18 years or older to whom the Employee is not married or related, who has lived in the same residence for more than one year and intends to do so indefinitely, and with whom the Employee has an exclusive, committed relationship. From time to time, the CCO may designate additional persons subject to the Code such as independent contractors or consultants.

Securities Covered by the Code: The term, “Covered Security” as used in this Code means any stock, bond, future, investment contract or any other instrument that is considered a “security” under the Advisers Act and the Investment Company Act. The term “Covered Security” is very broad and includes items such as (1) options on securities, indexes and currencies; (2) all kinds of limited partnerships; (3) foreign unit trusts and foreign mutual funds; (4) Exchange-traded Funds (“ETFs”) and (5) private investment funds, hedge funds, and investment clubs.

The term “Covered Security” does NOT include (1) direct obligations of the U.S. government; (2) bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; (3) shares issued by money market funds; and (4) shares of open-end mutual funds.

The Code governs any “Covered Security” in which an Employee has any direct or indirect beneficial interest, including interests in a trust, partnership or retirement plan. For purposes of this Code, Employees are presumed to have a “beneficial interest” in securities or accounts held by a spouse, minor children, and family members sharing a household (including adult child, stepchild, grandchild, parent, stepparent, grandparent, sibling, or in-laws).

Employees with spouses who are employed in the securities industry must immediately notify the CCO, who will discuss the policies and procedures concerning trades by those spouses.

Funds Covered by the Code: The term “Covered Fund” means an investment company registered under the Investment Company Act for which Holland Capital serves as a sub-adviser.

II.	STANDARD OF BUSINESS CONDUCT

Employees are required to comply with certain standards of business conduct in accordance with Holland Capital’s fiduciary obligations to its clients.

A. Compliance With Laws and Regulations. Employees must comply with all applicable federal securities laws and are not permitted, in connection with the purchase or sale (directly or indirectly) of a security held or to be acquired by a client:

To defraud the client in any manner;

To mislead the client, including by making a statement that omits material facts;

To engage in any act, practice or course of conduct which operates or would operate as fraud or deceit upon the client;

To engage in any manipulative practice with respect to the client; or

To engage in any manipulative practice with respect to securities, including price manipulation.

B. Conflicts of Interest. As a fiduciary, Holland Capital has an affirmative duty of loyalty, honesty and good faith to act in the best interests of its clients. There are many types of potential conflicts of interests. All Employees should strive to avoid conflicts of interest and any situation that may have the appearance of a conflict or impropriety.

Conflicts Among Client Interests. Employees are prohibited from inappropriate favoritism of one client over another that would constitute a breach of fiduciary duty.

Competing with Client Trades. Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally (directly or indirectly) as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions also are addressed more specifically below.

Disclosure of Personal Interest. Investment personnel (those who make investment decisions for clients, provide information or advice to portfolio managers or who help execute and implement portfolio management decisions), are prohibited from recommending, implementing, or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the CCO. If the CCO deems the disclosed interest to not present a material conflict, she will approve and sign off on any decision-making process regarding the securities of that issuer. This provision applies in addition to Holland Capital’s quarterly and annual personal securities reporting requirements.

Referrals/Brokerage. Employees are required to act in the best interests of clients regarding execution and other costs paid by clients for brokerage services. They must strictly adhere to Holland Capital’s policies and procedures regarding brokerage (including best execution, soft dollars and directed brokerage). For more information, see Holland Capital’s Policies and Procedures Concerning Brokerage Practices and Policies and Procedures Relating to Soft Dollars and Directed Brokerage .

Vendors and Suppliers. Employees must disclose to the CCO any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of Holland Capital. If there is such an interest, the CCO in her sole discretion may prohibit negotiating or making decisions regarding Holland Capital’s business with those companies.

No Transactions with Clients. Employees are not permitted to knowingly sell to, or purchase from, a client any security or other property, except that securities issued by a publicly-traded client may be purchased or sold, subject to the personal trading procedures described below in section D.

C. Insider Trading. Employees are prohibited from any trading, either personally or on behalf of others, while in possession of material, non-public information and are prohibited from communicating material non-public information to others in violation of the law. Additionally, all Employees who come into contact with material non-public information are subject to Holland Capital’s prohibitions on insider trading and any potential sanctions. See Holland Capital’s Policies

and Procedures Concerning the Misuse of Material Non-Public Information. Penalties for violating Holland Capital’s insider trading policies and procedures may include civil injunctions, permanent bars from employment in the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences.

D. Personal Securities Transactions. Employees and Family Members are required to strictly adhere to these policies and procedures regarding personal securities transactions.

Pre-Clearance Requirement. Prior written approval from the CCO before purchasing, selling or transferring any Covered Security. See Part III. A.1 for more detail and certain exemptions.

Pre-Clearance of Limited or Private Offerings. Prior written approval by the CCO is required before acquiring securities in a limited offering (e.g., private placements). The CCO shall consider among other factors in approving such an investment, whether the investment opportunity should be reserved for clients, and whether the opportunity is being offered by virtue of a position with Holland Capital.

Initial Public Offering – Prohibition. Acquiring any securities in an initial public offering is prohibited. Any exceptions to this general prohibition are subject to prior clearance and appropriate documentation by the CCO.

Short Sales . Selling a security short that is owned in any client account is prohibited.

Blackout Periods. Buying or selling a security that was purchased or sold by or for any client within three (3) business days preceding the personal purchase or sale (“blackout period”) is prohibited. Executing a securities transaction on a day during which any client has a pending “buy” or “sell” order in the same (or a related) security is prohibited until that order is either executed (subjecting them to the blackout period) or withdrawn. The CCO has the discretion to approve certain de minimis transactions (less than $10,000 in an issuer with a market capitalization of $5 billion or greater) if they occur during the blackout period.

Short-Term Trading. Restriction from short-term trading in any Covered Security or Covered Fund. For purposes of this Code, short-term trading is defined as selling within 30 days of purchase or purchasing within 30 days of sale. Any profits realized on prohibited short-term trades may be required to be disgorged. This restriction may be waived by the CCO at her discretion.

E. Gifts, Entertainment, Sponsorships and Charitable Contributions. Conflicts of interest, both actual and apparent, may occur when Employees accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence decision-making or suggest obligations to a particular person or firm. Similarly, Employees should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden. Gifts and entertainment will be reported quarterly. These policies also apply to Family Members.

Gifts. Employees must pre-clear with the CCO all gifts over $250 per person per event, given to or received from a client, prospective client, or any person or entity that does or seeks to do business with Holland Capital. Gifts do not include ordinary and usual business entertainment, but they may include donations, sponsorships or tickets to sporting events.

Cash. Employees may not give or accept cash gifts or cash equivalents (e.g., gift certificates) to or from a client, prospective client, or any entity that does business with or on behalf of Holland Capital.

Business Entertainment. Employees may not provide or accept extravagant or excessive

entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Holland Capital. Extravagant or excessive entertainment is entertainment that has a value greater than $250 per person per event or may be viewed as so frequent (more than two events per year per vendor) or of such high value as to raise a question of propriety. Ordinary and usual entertainment may include an occasional meal, ticket to a sporting event or theater, or comparable entertainment, and the person providing the business entertainment must accompany the recipient to any such function.

State and local ethics laws, regulations or rules may limit or prevent gift or entertainment activities with various state or local governmental entities, agencies and employees. Employees should consult the CCO in these situations. Any business entertainment involving government clients must be pre-approved by the CCO.

Company Sponsorships and Company Charitable Contributions must be approved in advance by the CCO.

ERISA Clients . Business entertainment, gifts, gratuities, favors, expense reimbursements and personal services to current and former trustees, employees, agents and representatives of ERISA-covered benefit plan clients must not exceed $250 per person per year. Gifts, gratuities, favors, expense reimbursements and personal services include, but are not limited to meals, golf outings, golf equipment, alcohol, lodging apartment use, personal investment services, use of jets, airline tickets, excursions, vacations, event tickets and all other forms of entertainment.

F. Political Contributions. Employees are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities. All political contributions will be reported quarterly. If there is a question regarding the definition of a political contribution, charitable contribution, sponsorship or donation, please consult the CCO. Please see Appendix R, Policies and Procedures Regarding Political Contributions.

G. Confidentiality. Information concerning the identity of security holdings and financial circumstances of clients is confidential.

Firm Duties . Holland Capital must keep all information about clients (including former clients) in strict confidence, including the clients’ identity, the client’s financial circumstances, the client’s security holdings and advice furnished to the client by the firm.

Employee Duties. Employees are prohibited from disclosing to persons outside Holland Capital any material non-public information about any client, the securities investments made by the firm on behalf of a client, information about contemplated securities transactions, or information regarding the firm’s trading strategies, except as required to effect securities transactions on behalf of a client.

H. Service on a Board of Directors. Employees are generally prohibited from serving on the board of directors of a publicly traded company, given the high potential for conflicts of interest and insider trading issues. This policy may be waived in writing by the CCO and shall be granted only based on the best interests of Holland Capital and its clients.

I. Other Outside Activities. Employees must disclose to the CCO any personal interests that may present a conflict of interest or harm the reputation of Holland Capital. Additionally, Employees must obtain prior written approval by the CCO for other outside activities that may create a conflict of interest, including outside business or investment activities (such as directorships, consulting engagements, outside business affiliations, or public/charitable

positions) and acting as an executor or trustee or accepting a power of attorney (other than with respect to a family member).

J. Marketing and Promotional Activities. Any oral or written statement made by an Employee, including those made to clients, prospective clients, their representatives, or the media, must be professional, accurate, balanced and not misleading in any way. See Holland Capital’s Policy and Procedures Concerning Disclosures and Other Communications ( Appendix I )

III. COMPLIANCE PROCEDURES

A. Personal Securities Transaction Procedures and Reporting.

1. Pre-Clearance Procedures. Employees are prohibited from engaging in any transaction in a Covered Security unless written approval, in advance of the transaction, is obtained from the CCO. Approval is valid only on the day it is granted. Pre-clearance is not required for the following types of transactions:

a. Purchases or sales over which an Employee has no direct or indirect influence or control;

b. Purchases or sales pursuant to an automatic investment plan (including a dividend reinvestment plan);

c. Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired;

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

e. Open end investment company shares including Covered Funds;

f. Unit investment trusts.

2. Reporting Requirements.

a. Quarterly Account Establishment Reporting. Employees and their Family Members must disclose to the CCO any account opened during the quarter containing securities held for their direct or indirect benefit. If there are no accounts to report, a report must still be submitted stating such.

b. Holdings Reporting. Employees and their Family Members are required to submit to the CCO information regarding all holdings in Covered Securities and Covered Funds; such information must include (a) the title and type of security; (b) the number of shares; (c) the date purchased; (d) the principal amount of each reportable security in which the Employee has any direct or indirect beneficial ownership; and (d) the name of any broker, dealer or bank utilized to effect such transactions. If there are no holdings to report on either an Initial Holdings Report or any Annual Holdings Report, nor transactions to report on any Quarterly Transaction Report, the appropriate report must still be submitted stating such.

i. New Employees and their Family Members should submit an Initial Holdings Report within 10 days of employment with Holland Capital. Information should be current as of a date not more than 45 days prior to the date the person becomes an Employee.

ii. Quarterly Transaction Reports. Employees and their Family Members are required to report to the CCO all transactions in Covered Securities and Covered Funds no later than 30 days after the end of each calendar quarter. Certain types of transactions, listed in subsection d below, are not required to be included in these reports.

iii. Annual Holdings Reports. Employees and their Family Members are required to report to the CCO all transactions in Covered Securities and Covered Funds no later than 45 days after the end of each calendar year. Information should be current as of December 31 of the calendar year for which the information is reported.

c. Confidentiality of Reports. Holland Capital will keep confidential all transactions and holdings reports, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from government authorities.

d. Reporting Exemptions. The following reporting exemptions apply:

i. Any report with respect to securities held in accounts over which Employees and Family Members have no direct or indirect influence or control; and

ii. Any transaction report with respect to transactions effected pursuant to an automatic investment plan (including dividend reinvestment plans).

3. Duplicate Brokerage Confirmations and Statements. Employees and their Family Members will direct brokers to provide to the CCO, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all Employee and Family Member securities accounts.

4. Monitoring of Personal Securities Transactions. The CCO is responsible for periodically reviewing personal securities transactions and holdings. Monica Walker is responsible for reviewing and monitoring the personal securities transactions of the CCO; Foreside is responsible for assigning a senior member of their compliance team to take on the responsibilities of the CCO in the CCO’s absence.

B. Gift and Entertainment Procedures and Reporting

1. Employees must disclose quarterly to the CCO all gifts over $250 per person per event given to or received from a client, prospective client, or any person that seeks to do business with Holland Capital.

2. Employees must disclose quarterly to the CCO all business entertainment over $250 per person per event given to or received from a client, prospective client or any person that seeks to do business with Holland Capital.

3. ERISA Clients: Employees must disclose quarterly to the CCO all gifts and business entertainment given to or received from ERISA clients.

C. Affirmations

It is the CCO’s responsibility to ensure that the following affirmations are made:

1. Initial Affirmation. Employees are required to affirm that they have: (a) received a copy of the Code; (b) read and understood all provisions of the Code; and (c) agreed to comply with the terms of the Code.

2. Acknowledgement of Amendments. Holland Capital will provide Employees with any amendments to the Code and they must affirm that they have received, read, and understood the amendments to the Code.

3. Annual Affirmation. Employees are required to affirm on an annual basis that they have read, understood, and complied with the Code.

IV.	RECORDKEEPING

Holland Capital maintains the following records related to the Code in a readily accessible place:

A copy of each Code that has been in effect at any time during the past five years;

A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

A record of compliance certifications or affirmations for each person who is currently, or within the past five years was, an Employee;

Holdings and transaction reporting made pursuant to the Code, including any brokerage confirmation and account statements referred to on such reports;

A list of the names of persons who are currently, or within the past five years were Employees;

A list of persons who are currently, or within the past five years were, investment personnel;

A record of any decision and supporting reasons for approving the acquisition of securities by Employees in a limited offering;

A record of any decision and supporting reasons for granting an Employee a waiver to from or exception to the Code.

V.	FORM ADV DISCLOSURE

The CCO shall be responsible for providing an updated copy of the Code to any client or prospective client upon request. The CCO shall also ensure that Holland Capital’s Form ADV includes an updated description of the Code. Please see Form ADV Procedures in Holland Capital’s Compliance Manual.

VI.	ADMINISTRATION AND ENFORCEMENT OF THE CODE

A. Training and Education. The CCO shall be responsible for training and educating Employees regarding the Code. Such training shall be mandatory for all Employees and shall occur as determined necessary by the CCO.

B. Annual Review. The CCO shall review the adequacy of the Code and the effectiveness of its implementation as the CCO deems appropriate and at least annually.

C. Report to the Adviser’s Board. The CCO shall make an annual report to the Board regarding her annual review of the Code. Such report shall include a full discussion of any material violations of the Code.

D. Reporting Violations. Employees shall report any violations or suspected violations of this Code promptly as described in the Adviser’s Compliance Breaches Policy ( Appendix S ). Code of Ethics violations are reported to the Adviser’s Board and to the Board of any registered investment company to which the Adviser serves as subadvisor.

E. Further Information Regarding the Code. Employees should contact the CCO to obtain any additional information about compliance and ethics issues.

Invesco Advisers, Inc.

CODE OF ETHICS

January 1, 2014


*Code of Ethics*		1

TABLE OF CONTENTS


Section	Item	Page

I.	Introduction		3

II.	Statement of Fiduciary Principles		3

III.	Compliance with Laws, Rules and Regulations; Reporting of Violations		4

IV.	Limits on Personal Investing		4
	A. Personal Investing		4
	1 Pre-clearance of Personal Securities Transactions		4
	• Blackout Period		5
	• Investment Personnel		5
	• De Minimis Exemptions		6
	2 Prohibition of Short-Term Trading Profits		6
	3 Initial Public Offerings		7
	4 Prohibition of Short Sales by Investment Personnel		7
	5 Restricted List Securities		7
	6 Other Criteria Considered in Pre-clearance		7
	7 Brokerage Accounts		7
	8 Reporting Requirements		8
	a. Initial Holdings Reports		8
	b. Quarterly Transactions Reports		8
	c. Annual Holdings Reports		9
	d. Discretionary Managed Accounts		9
	e. Certification of Compliance		10
	9 Private Securities Transactions		10
	10 Limited Investment Opportunity		10
	11 Excessive Short-Term Trading in Funds		10

	B. Invesco Ltd. Securities		10
	C. Limitations on Other Personal Activities		11
	1 Outside Business Activities		11
	2 Gifts and Entertainment Policy		11
	• Entertainment		11
	• Gifts		11
	3 U.S. Department of Labor Reporting		12
	D. Parallel Investing Permitted		12

V.	Reporting of Potential Compliance Issues		12

VI.	Administration of the Code		13

VII.	Sanctions		13

VIII.	Exceptions to the Code		13

IX.	Definitions		13

X.	Invesco Ltd. Policies and Procedures		16

X1.	Code of Ethics Contacts		16


*Code of Ethics*		2

Invesco Advisers, Inc.

CODE OF ETHICS

(Originally adopted February 29, 2008; Amended effective January 1, 2014)

I. Introduction

Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.

This Code of Ethics (“the Code”) applies to Invesco Advisers, Inc., Invesco Advisers, Inc’s. affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.), all Invesco Affiliated Mutual Funds, and all Covered Persons. Covered Persons include:

•

any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.;

•

all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.; and

•

any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be deemed to be Covered Persons by Compliance.

Invesco has created a separate Code of Ethics for Trustees of the funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco, must report their securities holdings, transactions, and accounts as required in section 8 of this Code by providing duplicate statements for all Covered Accounts.

II. Statement of Fiduciary Principles

The following fiduciary principles govern Covered Persons.

•

the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and

•

all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual’s position of trust and responsibility.


*Code of Ethics*		3

•

This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.

III. Compliance with Laws, Rules and Regulations; Reporting of Violations

All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.’s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section V of this Code under “Reporting of Potential Compliance Issues.”

IV. Limits on Personal Investing

A. Personal Investing

1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance using the automated review system all personal security transactions involving Covered Securities for which they have a Beneficial Interest. A Covered Person may be considered to have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.

Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.

Covered Securities include, but are not limited to, all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities. Although Affiliated Mutual Funds are considered Covered Securities, those that are held by Employees at the Affiliated Mutual Funds’ transfer agent or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the Personal Choice Retirement Account (PCRA)) do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process. All closed-end funds and ETFs, Invesco branded or otherwise, are Covered Securities.


*Code of Ethics*		4

All transactions in Invesco Ltd. securities, including the Invesco Ltd. stock fund held in the Invesco 401(k) and Money Purchase plan, must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employer’s company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.

Affiliated Mutual Funds that are held in external brokerage accounts or in the PCRA must be pre-cleared through the automated review system.

Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities (Please refer to the “Definitions” section of this Code for more information on the term, Covered Security.)

If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.

Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.

Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:

Blackout Period . Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.

•

Non-Investment Personnel.

•

may not buy or sell a Covered Security within two trading days before or after a Client trades in that security.

•

may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.

•

Investment Personnel .

•

may not buy or sell a Covered Security within three trading days before or after a Client trades in that security.

•

may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.


*Code of Ethics*		5

De Minimis Exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person’s proposed personal securities transaction:

•

Equity de minimis exemptions .

•

If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index.

•

If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day.

•

Fixed income de minimis exemption . If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period.

The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.

Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:

•

A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent.

•

Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations.

2. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit


*Code of Ethics*		6

from the trade will be disgorged to a charity of Invesco Advisers, Inc.’s choice and a letter of education may be issued to the Covered Person.

3. Initial Public Offerings . Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Person’s business unit.

4. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.

5. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.

6. Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.

7. Brokerage Accounts .

a. Covered Persons may only maintain brokerage accounts with:

•

full service broker-dealers,

•

discount broker-dealers. discount broker-dealer accounts are accounts in which all trading is completed online. These accounts must be held with firms that provide electronic feeds of confirmations directly to Compliance,

•

Invesco Advisers, Inc’s. -affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.)

b. Brokerage account requirements for Affiliated Mutual Funds. Covered Persons may own shares of Affiliated Mutual Funds that are held at a broker-dealer that is not affiliated with Invesco Advisers, Inc. only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.’s Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to Compliance on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated Mutual Funds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.

c. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of his or her


*Code of Ethics*		7

brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code.

d. Firms that provide electronic feeds to Invesco’s Compliance Department:

Please refer to the following link in the Invesco’s intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc.:

http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf

8. Reporting Requirements .

a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):

•

A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Interest. A Covered Person may have a Beneficial Interest in securities held by members of their immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.

•

The security identifier (CUSIP, symbol, etc.);

•

The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and

•

The date that the report is submitted by the Covered Person

b. Quarterly Transactions Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:

•

The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;

•

The nature of the transaction (buy, sell, etc.);

•

The security identifier (CUSIP, symbol, etc.);

•

The price of the Covered Security at which the transaction was executed;

•

The name of the broker-dealer or bank executing the transaction; and

•

The date that the report is submitted to Compliance.


*Code of Ethics*		8

All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k), Invesco Money Purchase Plan (MPP), or accounts held directly with Invesco in the quarterly transaction report.

Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:

•

The date the account was established;

•

The name of the broker-dealer or bank; and

•

The date that the report is submitted to Compliance.

Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.

c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:

•

The security name and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest;

•

The security identifier for each Covered Security (CUSIP, symbol, etc.);

•

The name of the broker-dealer or bank with or through which the security is held; and

•

The date that the report is submitted by the Covered Person to Compliance.

d. Discretionary Managed Accounts. In order to establish a discretionary managed account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written


*Code of Ethics*		9

evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.

e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by Invesco Advisers, Inc. and the relevant fund boards. All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.

9. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer of the Investment Personnel’s business unit when they are involved in a Client’s subsequent consideration of an investment in the same issuer. The business unit’s decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.

10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a Limited Investment Opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance.

11. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.

B. Invesco Ltd. Securities

1. No Employee may effect short sales of Invesco Ltd. securities.

2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltd’s securities, on an exchange or any other organized market.

3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to “black-out” periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.


*Code of Ethics*		10

4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IV.A.8 of this Code.

C. Limitations on Other Personal Activities

1. Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.’s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.

2. Gift and Entertainment Policy . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.

Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.

An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.

•

Entertainment . Employees must report Entertainment to Compliance within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with a Business Partner of Invesco Advisers, Inc. in attendance.

Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance.

Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.

Gifts . Employees are prohibited from accepting or giving the following: single Gifts valued in excess of $100 in any calendar year; or Gifts from one person or firm valued in excess of $100 in the aggregate during a calendar year period.


*Code of Ethics*		11

Reporting Requirements for Gifts and Entertainment:

•

Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event.

•

Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employee’s business unit. An Employee should contact their manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner.

3. U.S. Department of Labor Reporting: Under current U.S. Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as “union officials”). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.’s Employees to a union or union official is considered a payment reportable to the DOL.

Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.’s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.’s policy to require that ALL gifts or entertainment furnished by an Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Department’s expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.

Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.

If you have any question whether a payment to a union or union official is reportable, please contact Compliance. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.

D. Parallel Investing Permitted

Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.

V. Reporting of Potential Compliance Issues


*Code of Ethics*		12

Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco Advisers, Inc.’s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.

In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Hotline, 1-855-234-9780 which is available to employees of multiple operating units of Invesco Ltd. Employees may also report their concerns by visiting the Invesco Compliance Reporting Hotline website at: www.invesco.ethicspoint.com To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Compliance Reporting Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.

VI. Administration of the Code of Ethics

Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.

No less frequently than annually, Invesco Advisers, Inc. will furnish to the funds’ board a written report that:

•

describes significant issues arising under the Code since the last report to the funds’ board, including information about material violations of the Code and sanctions imposed in response to material violations; and

•

certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code.

VII. Sanctions

Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.

Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.

VIII. Exceptions to the Code

Invesco Advisers, Inc.’s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.

IX. Definitions


*Code of Ethics*		13

•

“Affiliated Mutual Funds” generally includes all mutual funds advised or sub-advised by Invesco Advisers, Inc.

•

“Automatic Investment Plan” means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans.

•

“Beneficial Interest” has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (“the ’34 Act”). To have a beneficial interest, Covered Persons must have a “direct or indirect pecuniary interest,” which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.

•

“Client” means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds.

•

“Control” has the same meaning as under Section 2(a)(9) of the Investment Company Act.

•

“Covered Person” means and includes:

•

all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.

•

any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be so deemed to be Covered Persons by Compliance.

•

“Covered Security” means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following (Please note: exchange traded funds (ETFs) are considered Covered Securities):


*Code of Ethics*		14

•

Direct obligations of the Government of the United States or its agencies;

•

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

•

Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.;

•

Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc.; and

•

Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.’s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd.

•

“Employee” means and includes:

•

Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.

•

All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.

•

Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance.

•

“Gifts”, “Entertainment” and “Business Partner” have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy.

•

“Independent Trustee” means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act.

•

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the ’34 Act.


*Code of Ethics*		15

•

“Invesco Advisers, Inc.’s -affiliated Broker-dealer” means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors.

•

“Investment Personnel” means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1.

•

“Non-Investment Personnel” means any Employee that does not meet the definition of Investment Personnel as listed above.

•

“Private Securities Transaction” means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.

•

“Restricted List Securities” means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit).

•

“Trustee” means any member of the Board of Trustees for an open-end or closed-end mutual fund advised or sub-advised by Invesco Advisers, Inc.

X. Invesco Ltd. Policies and Procedures

All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Policy Concerning Political Contributions and Charitable Donations, and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.

XI. Code Of Ethics Contacts

•

Telephone Hotline: 1-877-331-CODE [2633]

•

E-Mail: CodeofEthics(North America)@invesco.com


*Code of Ethics*		16

Policy

Code of Ethics for JPMAM

Effective Date: 02/01/2005 | Last Revision Date: 09/27/2013

Last Review Date: 09/27/2013

For distribution only to clients


TABLE OF CONTENTS
	1.	Summary		3
	2.	Changes from Previous Version		3
	3.	Scope		4
	4.	Policy Statements		4
	5.	Reporting Requirements		4
		5.1.	Holdings Reports	4
		5.2.	Transaction Reports	5
		5.3.	Consolidated Report	6
		5.4.	Exceptions from Transaction Reporting Requirements	6
	6.	Pre-approval of Certain Investments		6
	7.	Personal Trading Policies and Procedures		6
		7.1.	Designated Broker Requirement	6
		7.2.	Blackout Provisions	6
		7.3.	Minimum Investment Holding Period and Market Timing Prohibition	7
		7.4.	Trade Reversals and Disciplinary Action	7
	8.	Books and Records to be maintained by Investment Advisers		7
	9.	Privacy		8
	10.	Conflicts of Interest		8
		10.1.	Trading in Securities of Clients	8
		10.2.	Trading in Securities of Suppliers	8
		10.3.	Pre-clearance Procedures for Value-Added Investors	8
		10.4.	Gifts	9
		10.5.	Entertainment	9
		10.6.	Political Contributions and Activities	9
		10.7.	Charitable Contributions	9
		10.8.	Outside Business Activities	9
	11.	Training		10
	12.	Escalation Guidelines		10
		12.1.	Violation prior to Material Violation	10
		12.2.	Material Violations	10
	13.	Defined Terms		11

LOGO

1.	Summary

Standards

This Code of Ethics for JPMAM (the “Code”) has been adopted by the registered investment advisers of JPMAM in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”). Rule 204A-1 requires, at a minimum, that an adviser’s code of ethics set forth standards of conduct, require compliance with federal securities laws and address personal trading by advisory personnel.

While all J.P. Morgan Chase & Co. (“JPMC”) staff, including JPMAM Supervised Persons as defined below, are subject to the personal trading policies under the JPMC Code of Conduct, the JPMAM Code establishes more stringent standards reflecting the fiduciary obligations of JPMAM and its Supervised Persons. Where matters are addressed by both the JPMC Code of Conduct and this Code, Supervised Persons of JPMAM must observe and comply with the stricter standards set forth in this Code.

JPMAM hereby designates the staff of its Compliance Department to act as designees for the respective chief compliance officers of the JPMAM registered investment advisers (“CCO”) in administering this Code. Anyone with questions regarding the Code or its application should contact the Compliance Department.

2.	Changes from Previous Version

From April 04, 2013

•

Minimum Investment Holding Period and Market Timing Prohibition

•

Clarified that the minimum holding period and market timing prohibition applies to Reportable Securities and Reportable Funds

•

Trading in Securities of Clients (10.1)

•

Clarified that the definition of confidential information includes material non public information.

•

Political Contributions and Activities (10.6)

•

Removed the reference to “JPMAM Gift, Entertainment and Political Contributions Database” and replaced with the PATROL application.

•

Charitable Contribution (10.7)

•

Changed the name of the Corporate Philanthropy policy to “Global Philanthropy Policy” as changed by the Line of Business.

•

Escalation Guidelines (12)

•

Removed all references to each of the advisors and replaced with “JPMAM”.

•

Updated this section to reflect that the Escalation Guidelines is used to notify Group Heads, Managers and/or Human Resources of appropriate action that needs to be taken.

•

Defined Terms (13)

•

Added definition of “Proprietary” and “Reportable Fund” to the list of defined terms.

•

Updated the definition of “Reportable Security” to mirror the definition in Rule 204A-1.

LOGO

Scope

Business Conduct

It is the duty of all Supervised Persons to place the interests of JPMAM clients before their own personal interests at all times and avoid any actual or potential conflict of interest. Given the access that Supervised Persons may have to proprietary and client information, JPMAM and its Supervised Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading. Supervised Persons must also comply with applicable federal securities laws and report any violations of the Code promptly to the Compliance Department, which shall report any such violation promptly to the CCO.

Access Persons, as defined below, must report, and JPMAM must review, their personal securities transactions and holdings periodically (see section 5). Reporting Requirements and the Personal Trading Policy for Investment Management Americas Staff (for internal use only), as defined below, for details regarding reporting procedures.

Compliance with the Code, and other applicable policies and procedures, is a condition of employment. The rules, procedures, reporting and recordkeeping requirements contained in the Code are designed to prevent employees from violating the provisions of the Code. Failure by a Supervised Person to comply with the Code may adversely impact JPMAM and may constitute a violation of federal securities laws.

The Compliance Department shall distribute to each Supervised Person a copy of the Code and any amendments, receipt of which shall be acknowledged in writing by the Supervised Person. Written acknowledgements shall be maintained by the Compliance Department in accordance with Escalation Guidelines in section 12. Books and Records to be maintained by Investment Advisers. The form of acknowledgment shall be determined by the Compliance Department.

At least annually, each CCO must review the adequacy of the Code and the policies and the procedures herein referenced.

4.	Policy Statements

•

Summary

•

Reporting Requirements

•

Pre-approval of Certain Investments

•

Personal Trading Policies and Procedures

•

Books and Records to be maintained by Investment Advisers

•

Privacy

•

Conflicts of Interest

•

Training

•

Escalation Guidelines

5.	Reporting Requirements

5.1.

Holdings Reports

Access Persons must submit to the Compliance Department a report, in the form designated by the Compliance Department, of the Access Person’s current securities holdings that meets the following requirements:

Content of Holdings Reports

Each holdings report must contain, at a minimum:

LOGO

Account Details

The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are

held for the Access Person’s direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.).

Account Statements

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.

Submission Date

The date the Access Person submits the report.

Timing of Holdings Reports

Access Persons must each submit a holdings report:

Initial Report

No later than 10 days after the person becomes an Access Person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

Annual Report

At least once each 12-month period thereafter on January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted

5.2.

Transaction Reports

Access Persons must submit to the Compliance Department quarterly securities transactions reports, in the form designated by the Compliance Department, that meet the following requirements:

Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership :

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.

Timing of Transaction Reports

LOGO

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

5.3.

Consolidated Report

At the discretion of the Compliance Department, the form of annual holdings report may be combined with the form of the concurrent quarterly transaction report, provided that such consolidated holdings and transaction report meets, at a minimum, the timing requirements of both such reports if submitted separately.

5.4.

Exceptions from Transaction Reporting Requirements

An Access Person need not submit:

Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

A transaction report with respect to transactions effected pursuant to an automatic investment plan;

A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Compliance Department holds in its records so long as the Compliance Department receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter;

Any report with respect to transactions in reportable funds.

6.	Pre-approval of Certain Investments

Supervised Persons must obtain approval from the Compliance Department before they directly or indirectly acquire beneficial ownership in any reportable security, including initial public offerings and limited offerings. The Personal Trading Policy shall set forth the Compliance pre-clearance procedures as well as any exceptions to the pre-clearance requirement.

7.	Personal Trading Policies and Procedures

In furtherance of the standards for personal trading set forth herein, JPMAM shall maintain a Personal Trading Policy with respect to the trading restrictions and corrective actions discussed under this section, and such other restrictions as may be deemed necessary or appropriate by JPMAM.

7.1.

Designated Broker Requirement

Any Associated Account, except as otherwise indicated in the Personal Trading Policy, must be maintained with a Designated Broker, as provided under the JPMC Code of Conduct and the Personal Trading Policy.

7.2.

Blackout Provisions

The personal trading and investment activities of Supervised Persons are subject to particular scrutiny because of the fiduciary nature of the business. Specifically, JPMAM must avoid even the appearance that its Supervised Persons conduct personal transactions in a manner that conflicts with the firm’s investment activities on behalf of clients. Towards this end, Supervised Persons may be restricted from conducting personal investment transactions during certain periods (“Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions. Additionally, the Compliance Department may restrict the personal trading activity of any Supervised Person if such activity has the appearance of

LOGO

violating the intent of the blackout provision or is deemed to present a possible conflict of interest.

The Blackout Periods set forth in the Personal Trading Policy may reflect varying levels of restriction appropriate for different categories of Supervised Persons based upon their level of access to non-public client or proprietary information.

7.3.

Minimum Investment Holding Period and Market Timing Prohibition

Supervised Persons are subject to a minimum holding period, as set forth under the Personal Trading Policy, for all transactions in Reportable Securities and Reportable Funds.

Supervised Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security or Reportable Fund. Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

Please see the Personal Trading Policy for further details on transactions covered or exempted from the minimum investment holding period.

7.4.

Trade Reversals and Disciplinary Action

Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm’s fiduciary responsibility or a violation of the Code or the Personal Trading Policy. Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of black out period requirements under the Personal Trading Policy.

Disciplinary actions resulting from a violation of the Code will be administered in accordance with related JPMAM policies governing disciplinary action and escalation. All violations and disciplinary actions will be reported promptly by the Compliance Department to the JPMAM CCO. Violations will be reported at least quarterly to the firm’s executive committee and, where applicable, to the directors or trustees of an affected Fund.

Violations by Supervised Persons of any laws that relate to JPMAM’s operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal and, if applicable, termination of registration.

8.	Books and Records to be maintained by Investment Advisers

A copy of this Code and any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that has been in effect during the past five years;

A record of any violation of the Code, and any action taken as a result of that violation;

A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;

A record of each report made by an Access Persons required under the Reporting Requirements ;

A record of the names of persons who are currently, or within the past five years were, Access Persons;

A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Supervised Persons under section 6. Pre-approval of Certain Investments , for at least five years after the end of the fiscal year in which the approval is granted; and

LOGO

Any other such record as may be required under the Code or the Personal Trading Policy.

9.	Privacy

Supervised Persons have a special responsibility to protect the confidentiality of information related to customers. This responsibility may be imposed by law, may arise out of agreements with customers, or may be based on policies or practices adopted by the firm. Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers. Various business units and geographic areas within JPMC have internal policies regarding customer privacy.

The foregoing notwithstanding, JPMAM and its Supervised Persons must comply with all provisions under the Bank Secrecy Act, the USA Patriot Act and all other applicable federal securities laws , as well as applicable anti-money laundering and know your client policies, procedures and training requirements of JPMAM and JPMC.

10.	Conflicts of Interest

With regards to each of the following restrictions, more detailed guidelines may be found under the applicable JPMAM policy and/or the JPMC Code of Conduct.

10.1.

Trading in Securities of Clients

Supervised Persons should not invest in any securities of a client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMAM if such investment could be perceived as based on confidential information, including material non-public information.

10.2.

Trading in Securities of Suppliers

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMAM may not invest in the securities of such supplier. If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:

Disclose this fact to your department head and the Compliance Department; and

Obtain prior approval from the Compliance Department before selling such securities.

10.3.

Pre-clearance Procedures for Value-Added Investors

Prior to any telephone calls, video, and in-person meetings between a Portfolio Manager and a Value-Added Investor who is meeting to discuss his/her personal investment (or prospective investment) in the JPMAM Private Investment Fund managed by the Portfolio Manager, the manager must obtain preclearance from Compliance. The following information must be provided to Compliance prior to the meeting:

Date and place of meeting;

Name of Value-added Investor, their employer, and job title;

Name of private fund the Value-Added Investor is invested in (or may invest in);

Names of all J.P. Morgan employees in attendance and job titles;

Purpose of the meeting.

Compliance will respond within 24 hours via email and will ensure that appropriate controls are instituted.

LOGO

10.4.

Gifts

A conflict of interest occurs when the personal interests of Supervised Persons interfere or could potentially interfere with their responsibilities to the firm and its clients. Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the Supervised Person . Guidelines that are more specific are set forth under the JPMC Code of Conduct and the JPM Investment Management Americas Gift and Entertainment Policy. Supervised Persons are required to log all entertainment subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of the Policy are subject to the Escalation Guidelines.

10.5.

Entertainment

No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of JPMAM. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present, and only to the extent that such entertainment is permissible under the JPMC Code of Conduct and the JPM Investment Management Americas Gift and Entertainment Policy. Supervised Persons are required to log all entertainment subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of the Policy are subject to the Escalation Guidelines.

10.6.

Political Contributions and Activities

JPMorgan Chase has a strict policy that no political contributions made on behalf of JPMorgan Chase are allowed unless pre-approved . Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, Supervised Persons are prohibited from considering JPMAM’s current or anticipated business relationships as a factor in making political or charitable donations. Additional requirements, restrictions, and other disclosures regarding all political activities are described under the JPMC Code of Conduct and the Political Contributions and Activities Policy for Investment Management Americas. Supervised Persons are required to pre-clear all political contributions subject to the policy into the PATROL application and any violations of the Policy are subject to the Escalation Guidelines. Contributions to the JPMorgan PACs are excluded from pre-clearance and reporting requirements.

10.7.

Charitable Contributions

Charitable contributions made on behalf of the Firm must adhere to the JPMC Global Philanthropy policy.

10.8.

Outside Business Activities

A Supervised Person’s outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to the firm or its clients. Supervised Person s must be alert to potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises. Supervised Persons may not, directly or indirectly:

Accept a business opportunity from someone doing business or seeking to do business with JPMAM that is made available to the Supervised Person because of the individual’s position with the firm.

Take for oneself a business opportunity belonging to the firm.

LOGO

Engage in a business opportunity that competes with any of the firm’s businesses.

Guidelines that are more specific are set forth under the conflicts of interest policy of JPMAM and under the JPMC Code of Conduct. Procedures for pre-clearance of these activities by Compliance and the JPMC Office of the Secretary are available in the JPMC Procedures for Pre-clearance of Outside Activities referenced in the JPMC Code of Conduct. Supervised Persons must seek a new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job or association with JPMAM or in your role with respect to that activity or organization. You are required to be continually alert to any real or apparent conflicts of interest with respect to investment management activities and promptly disclose any such conflicts to Compliance and the Office of the Secretary. You must also notify the Office of the Secretary when any approved outside activity terminates.

Regardless of whether an activity is specifically addressed under JPMAM policies or the JPMC Code of Conduct, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.

11.	Training

All employees of the firm are required to take several mandatory training courses given each year by Compliance (e.g., AML, Privacy, and Code of Conduct). Failure to attend and/or complete required Compliance training courses will be subject to the Escalation Guidelines.

12.	Escalation Guidelines

Compliance maintains the Escalation Guidelines, which is applicable to employees of JPMAM. Please note, the Escalation Guidelines document is an internal Compliance document and is used to notify Group Heads, Managers and/or Human Resources (HR) of appropriate action that needs to be taken.

12.1.

Violation prior to Material Violation

While the Group Head is notified of all violations, he/she is required to have a meeting with the employee when the employees’ next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and Group Head, and returned to Compliance for record keeping.

12.2.

Material Violations

All material violations require the Group Head and HR to have a meeting with the employee and to document the meeting specifics in the employee’s personnel file. Once again, the employee will be required to acknowledge in writing the material nature of the violation and that he/she will be compliant going forward. The written acknowledgement, signed by the employee, Group Head and HR, will be returned to Compliance for record keeping.

There will be a mandated suspension of trading privileges for six months for all material violations of the Personal Trading Policy or Access Persons reporting requirement. Compliance and the Group Head may allow transactions for hardship reasons, but require documentation for pre-clearance.

A list of all individuals who have received material violations will be circulated to the appropriate Group Head and Senior Management on a periodic basis and may be a factor in the employee’s annual compensation.

LOGO

13.	Defined Terms


Access Persons	Include any partner, officer, director (or other person occupying a similar status or performing similar functions) of JPMAM, as well as any other Supervised Person who:

	1)	Has access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any registered fund advised or sub-advised by JPMAM; or

	2)	Is involved in making securities recommendations to clients, including Funds, or who has access to such recommendations that are non-public.

Associated Account	Is an account in the name of or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.

Automatic Investment Plan	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.

Beneficial ownership	Is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department. Please note: Any report required under section 5. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

Client	Is any entity (e.g. person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.

Federal Securities Laws	Are the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission (“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 Department of the Treasury.

Fund	Is an investment company registered under the 1940 Act.

Initial public offering	Is 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.

JPMAM	Is the abbreviation for JPMorgan Asset Management, a marketing name for the Investment Management subsidiaries of JPMorgan Chase & Co. Within the context of this document, JPMAM refers to the U.S. registered investment advisers of JPMorgan Asset Management identified on the cover of this Code.

Limited offering	Is 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 Rules 504, 505 or 506 there under.

Personal Trading Policy	Is the Personal Trading Policy for Investment Management Americas Staff and/or the Personal Investment Policy for JPMAM Employees in EMEA, Asia and Japan, as

LOGO


	applicable, and the procedures there under.

Proprietary	Within the context of the Policy is: (1) any research conducted by IM or its affiliates (2) any non-public information pertaining to IM or its affiliates (3) all JPM managed and sub-advised mutual funds

Reportable Fund	Is any JPMorgan Proprietary Fund, including sub-advised funds

Reportable Security	Is a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including 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, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Excluded from this definition are:

	1)	Direct obligations of the Government of the United States;

	2)	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; and

	4)	Shares issued by open-end funds other than reportable funds

Supervised Persons	1)	Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMAM;

	2)	All employees of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMAM, sometimes referred to as “dual hatted” employees;

	3)	Certain consultants as well as any other persons who provide advice on behalf of JPMAM and are subject to JPMAM’s supervision and control; and

	4)	All Access Persons

Value–Added Investor	Is an executive level officer (i.e., president, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Partner) or director of a company, who, due to the nature of his/her position, may obtain material, non-public information.

LOGO

JENNISON ASSOCIATES LLC

CODE OF ETHICS,

POLICY ON INSIDER TRADING

AND

PERSONAL TRADING POLICY

As Amended October 31, 2013

Table of Contents


S ECTION I: C ODE OF E THICS

1. S TANDARDS OF P ROFESSIONAL C ONDUCT P OLICY S TATEMENT			1
2. C ONFIDENTIAL I NFORMATION			3
A. P ERSONAL U SE			3
B. R ELEASE OF C LIENT I NFORMATION			3

3. C ONFLICTS OF I NTEREST			4
A-G. H OW TO AVOID POTENTIAL CONFLICTS OF INTEREST			4

4. O THER BUSINESS A CTIVITIES			5
A. I SSUES REGARDING THE RETENTION OF SUPPLIERS			5
B. G IFTS			5
C. I MPROPER PAYMENTS			6
D. B OOKS , R ECORDS AND A CCOUNTS			6
E. L AWS AND REGULATIONS			6
F. O UTSIDE ACTIVITIES & POLITICAL AFFILIATIONS			6

5. C OMPLIANCE W ITH T HE C ODE & C ONSEQUENCES I F V IOLATION O CCURS			7
6. D ISCLOSURE R EQUIREMENTS			8

S ECTION II: I NSIDER T RADING

1. J ENNISON A SSOCIATES ’ P OLICY S TATEMENT A GAINST I NSIDER T RADING			9
2. E XPLANATION OF RELEVANT TERMS AND CONCEPTS			10
A. W HO IS AN INSIDER			10
B. W HAT IS MATERIAL INFORMATION			10
C. W HAT IS NON - PUBLIC I NFORMATION			11
D. M ISAPPROPRIATION T HEORY			11
E. W HO IS A CONTROLLING PERSON			11
F. H OW IS NON - PUBLIC INFORMATION MONITORED			11
3. P ENALTIES FOR INSIDER TRADING VIOLATIONS			12
A-G T YPES OF PENALTIES			12

S ECTION III: I MPLEMENTATION P ROCEDURES & P OLICY

1. I DENTIFYING INSIDE I NFORMATION			13
A. IS THE INFORMATION MATERIAL			13
B. I S THE INFORMATION NON - PUBLIC			13
2. R ESTRICTING A CCESS TO MATERIAL NON - PUBLIC INFORMATION			14
3. A LLOCATION OF BROKERAGE			14
4. R ESOLVING ISSUES CONCERNING INSIDER TRADING			14

S ECTION IV: J ENNISON A SSOCIATES P ERSONAL T RADING P OLICY


1. G ENERAL POLICY AND PROCEDURES			16
2. P ERSONAL TRANSACTION REPORTING REQUIREMENTS			17
A. J ENNISON EMPLOYEES			18
1. I NITIAL HOLDING REPORTS			18
2. Q UARTERLY REPORTS			18
3. A NNUAL H OLDINGS R EPORTS			20
B. O THER PERSONS DEFINED BY J ENNISON AS ACCESS PERSONS			20
3. P RE - CLEARANCE PROCEDURES			21
4. P ERSONAL TRADING POLICY			21
A. B LACKOUT P ERIODS			22
B. S HORT - TERM TRADING			23
C-K O THER R ULES			24
L. D ESIGNATION P ERSONS : R EQUIREMENTS FOR TRANSACTIONS IN SECURITIES ISSUED BY P RUDENTIAL			26
M. J ENNISON EMPLOYEE PARTICIPATION IN SEPARATELY MANAGED ACCOUNTS ( SMA )			26
N. E XCEPTIONS TO THE PERSONAL TRADING POLICY			26
5. M ONITORING /A DMINISTRATION			27
6. P ENALTIES FOR VIOLATIONS OF J ENNISON ’ S PERSONAL TRADING POLICIES			28
7. T YPE OF VIOLATION			28
A. P ENALTIES FOR FAILURE TO SECURE PRE - APPROVAL			28
1. F AILURE TO PRE - CLEAR PURCHASE			28
2. FAILURE TO PRE - CLEAR SALES THAT RESULT IN LONG - TERM CAPITAL GAINS			28
3. FAILURE TO PRE - CLEAR SALES THAT RESULT IN SHORT - TERM CAPITAL GAINS			29
4. A DDITIONAL CASH PENALTIES			29
B. F AILURE TO COMPLY WITH REPORTING REQUIREMENTS			29
C. P ENALTY FOR VIOLATION OF SHORT - TERM TRADING			30
D. O THER POLICY INFRINGEMENTS DEALT WITH ON A CASE - BY - CASE BASIS			30
E. D ISGORGED PROFITS			30
8. M ISCELLANEOUS			31
A. P OLICIES AND PROCEDURES REVISIONS			31
B. C OMPLIANCE			31
9. E XHIBITS			32
A. C OMPLIANCE AND REPORTING OF P ERSONAL TRANSACTIONS MATRIX			32
B. B ROAD - BASED I NDICES AND C OMMODITIES			34
C. O THER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS			35
D. C OVERED FUNDS			36

iii

S ECTION I

CODE OF ETHICS

FOR

JENNISON ASSOCIATES LLC

This Code of Ethics (“Code”), as well as Section II, III and IV that follow, sets forth rules, regulations and standards of professional conduct for the employees of Jennison Associates LLC (hereinafter referred to as “Jennison or the Company”). Jennison expects that all employees will adhere to this code without exception.

The Code incorporates aspects of ethics policies of Prudential Financial Inc. (“Prudential”), as well as additional policies specific to Jennison Associates LLC. Although not part of this Code, all Jennison employees are also subject to Prudential’s “Making the Right Choices” and “Statement of Policy Restricting Communication and the Use of Issuer-Related Information by Prudential Investment Associates’ (“Information Barrier Policy”) policies and procedures. These policies can also be found by clicking on Jennison’s Compliance intranet website ( http://buzz/jennonline/DesktopDefault.aspx ).

1. STANDARDS OF PROFESSIONAL CONDUCT POLICY STATEMENT

It is Jennison’s policy that its employees must adhere to the highest ethical standards when discharging their investment advisory duties to our clients or in conducting general business activity on behalf of Jennison in every possible capacity, such as investment management, administrative, dealings with vendors, confidentiality of information, financial matters of every kind, etc. Jennison, operating in its capacity as a federally registered investment adviser, has a fiduciary responsibility to render professional, continuous, and unbiased investment advice to its clients. Furthermore, ERISA and the federal securities laws define an investment advisor as a fiduciary who owes their clients a duty of undivided loyalty, who shall not engage in any activity in conflict with the interests of the client. As a fiduciary, our personal and corporate ethics must be above reproach. Actions, which expose any of us or the organization to even the appearance of an impropriety, must not occur. Fiduciaries owe their clients a duty of honesty, good faith, and fair dealing when discharging their investment management responsibilities. It is a fundamental principle of this firm to ensure that the interests of our clients come before those of Jennison or any of its employees. Therefore, as an employee of Jennison, we expect you to uphold these standards of professional conduct by not taking inappropriate advantage of your position, such as using information obtained as a Jennison employee to benefit yourself or anyone else in any way. It is particularly important to adhere to these standards when engaging in personal securities transactions and maintaining the confidentiality of information concerning the identity of security holdings and the financial circumstances of our clients. Any investment advice provided must be

unbiased, independent and confidential. It is extremely important to not violate the trust that Jennison and its clients have placed in its employees.

The prescribed guidelines and principles, as set forth in the policies that follow, are designed to reasonably assure that these high ethical standards long maintained by Jennison continue to be applied and to protect Jennison’s clients by deterring misconduct by its employees. The rules prohibit certain activities and personal financial interests as well as require disclosure of personal investments and related business activities of all supervised persons, includes directors, officers and employees, and others who provide advice to and are subject to the supervision and control of Jennison. The procedures that follow will assist in reasonably ensuring that our clients are protected from employee misconduct and that our employees do not violate federal securities laws. All employees of Jennison are expected to follow these procedures so as to ensure that these ethical standards, as set forth herein, are maintained and followed without exception. These guidelines and procedures are intended to maintain the excellent name of our firm, which is a direct reflection of the conduct of each of us in everything we do.

Jennison’s continued success depends on each one of us meeting our obligation to perform in an ethical manner and to use good judgment at all times. All employees have an obligation and a responsibility to conduct business in a manner that maintains the trust and respect of fellow Jennison employees, our customers, shareholders, business colleagues, and the general public. You are required to bring any knowledge of possible or actual unethical conduct to the attention of management. Confidentiality will be protected insofar as possible, with the assurance that there will be no adverse consequences as a result of reporting any unethical or questionable behavior. If you have any knowledge of or suspect anyone is about to engage in unethical business activity that either violates any of the rules set forth herein, or simply appears improper, please provide such information to either the Chief Compliance Officer or senior management through the Jennison Financial Reporting Concern Mailbox located on the Risk Management webpage. Emails sent in this manner anonymously. The default setting is set to display your email address, so if you prefer the email to be anonymous, please be sure to check the appropriate box. If you choose not to report your concerns anonymously, you should be aware that Jennison has strict policies prohibiting retaliation against employees who report ethical concerns.

Jennison employees should use this Code, as well as the accompanying policies and procedures that follow, as an educational guide that will be complemented by Jennison’s training protocol.

Each Jennison employee has the responsibility to be fully aware of and strictly adhere to the Code of Ethics and the accompanying policies that support the Code. It should be noted that because ethics is not a science, there may be gray areas that are not covered by laws or regulations. Jennison and its employees will nevertheless be held accountable to such standards. Individuals are expected to seek assistance for help in making the right decision.

If you have any questions as to your obligation as a Jennison employee under either the Code or any of the policies that follow, please contact the Compliance Department.

2. CONFIDENTIAL INFORMATION

Employees may become privy to confidential information (information not generally available to the public) concerning the affairs and business transactions of Jennison, companies researched by us for investment, our present and prospective clients, client portfolio transactions (executed, pending or contemplated) and holdings, suppliers, officers and other staff members. Confidential information also includes trade secrets and other proprietary information of the Company such as business or product plans, systems, methods, software, manuals and client lists. Safeguarding confidential information is essential to the conduct of our business. Caution and discretion are required in the use of such information and in sharing it only with those who have a legitimate need to know (including other employees of Jennison and clients).

A) PERSONAL USE :

Confidential information obtained or developed as a result of employment with the Company is not to be used or disclosed for the purpose of furthering any private interest or as a means of making any personal gain. Unauthorized or disclosure of such information (other than as described above) could result in civil or criminal penalties against the Company or the individual responsible for disclosing such information.

Further guidelines pertaining to confidential information are contained in the “Policy Statement on Insider Trading” (Set forth in Section II dedicated specifically to Insider Trading).

B) RELEASE OF CLIENT INFORMATION :

All requests for information concerning a client (other than routine inquiries), including requests pursuant to the legal process (such as subpoenas or court orders) must be promptly referred to the Chief Compliance Officer, or Legal Department. No information may be released, nor should the client involved be contacted, until so directed by either the Chief Compliance Officer, or Legal Department.

In order to preserve the rights of our clients and to limit the firm’s liability concerning the release of client proprietary information, care must be taken to:

•

Limit use and discussion of information obtained on the job to normal business activities.

•

Request and use only information that is related to our business needs.

•

Restrict access to records to those with proper authorization and legitimate business needs.

•

Include only pertinent and accurate data in files, which are used as a basis for taking action or making decisions.

3. CONFLICTS OF INTEREST

You should avoid actual or apparent conflicts of interest – that is, any personal interest inside or outside the Company, which could be placed ahead of your obligations to our clients, Jennison Associates or Prudential. Conflicts may exist even when no wrong is done. The opportunity to act improperly may be enough to create the appearance of a conflict.

We recognize and respect an employee’s right of privacy concerning personal affairs, but we must require a full and timely disclosure of any situation, which could result in a conflict of interest, or even the appearance of a conflict. The Company, not by the employee involved, will determine the appropriate action to be taken to address the situation.

To reinforce our commitment to the avoidance of potential conflicts of interest, the following rules have been adopted, that prohibit you from engaging in certain activities without the pre-approval from the Ethics Advisory Group:

A) YOU MAY NOT , without first having secured prior approval, serve as a director, officer, employee, partner or trustee – nor hold any other position of substantial interest – in any outside business enterprise. You do not need prior approval, however, if the following three conditions are met: one, the enterprise is a family firm owned principally by other members of your family; two, the family business is not doing business with Jennison or Prudential and is not a securities or investment related business; and three, the services required will not interfere with your duties or your independence of judgment. Significant involvement by employees in outside business activity is generally unacceptable. In addition to securing prior approval for outside business activities, you will be required to disclose all relationships with outside enterprises annually.

Jennison’s policy on participation in outside business activities deals only with positions in business enterprises. It does not affect Jennison’s practice of permitting employees to be associated with governmental, educational, charitable, religious or other civic organizations. These activities may be entered into without prior consent, but must still be disclosed on an annual basis.

NOTE: Jennison employees that are Registered Representatives of Prudential Investment Management Services, LLC (“PIMS”) must also comply with the policies and procedures set forth in the PIMS Compliance Manual. All registered representatives of PIMS must secure prior approval before engaging in any outside business activities as outlined in Jennison’s Written Supervisory Procedure on Outside Business Activities which is available via Jennison’s Compliance intranet website.

B) YOU MAY NOT act on behalf of Jennison in connection with any transaction in which you have a personal interest.

C) YOU MAY NOT , without prior approval, have a substantial interest in any outside business which, to your knowledge, is involved currently in a business transaction with Jennison or Prudential, or is engaged in businesses similar to any business engaged in by Jennison. A substantial interest includes any investment in the outside business involving an

amount greater than 10 percent of your gross assets, or involving a direct or indirect ownership interest greater than 2 percent of the outstanding equity interests. You do not need approval to invest in open-ended registered investment companies such as investments in mutual funds and similar enterprises that are publicly owned.

D) YOU MAY NOT , without prior approval, engage in any transaction involving the purchase of products and/or services from Jennison, except on the same terms and conditions as they are offered to the public. Plans offering services to employees approved by the Board of Directors are exempt from this rule.

E) YOU MAY NOT , without prior approval, borrow an amount greater than 10% of your gross assets, on an unsecured basis from any bank, financial institution, or other business that, to your knowledge, currently does business with Jennison or with which Jennison has an outstanding investment relationship.

F) YOU MAY NOT favor one client account over another client account or otherwise disadvantage any client in any dealings whatsoever to benefit either yourself, Jennison or another third-party client account.

G) YOU MAY NOT , as result of your status as a Jennison employee, take advantage of any opportunity that your learn about or otherwise personally benefit from information you have obtained as an employee that would not have been available to you if you were not a Jennison employee.

4. OTHER BUSINESS ACTIVITIES

A) ISSUES REGARDING THE RETENTION OF SUPPLIERS : The choice of our suppliers must be based on quality, reliability, price, service, and technical advantages.

B) GIFTS : Jennison employees and their immediate families should not solicit, accept, retain or provide any gifts or entertainment which might influence decisions you or the recipient must make in business transactions involving Jennison or which others might reasonably believe could influence those decisions. Even a nominal gift should not be accepted if, to a reasonable observer, it might appear that the gift would influence your business decisions.

Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Examples of such gifts are those received as normal business entertainment ( i.e. , meals or golf games); non-cash gifts of nominal value (such as received at Holiday time); gifts received because of kinship, marriage or social relationships entirely beyond and apart from an organization in which membership or an official position is held as approved by the Company. Entertainment, which satisfies these requirements and conforms to generally accepted business practices, also is permissible. Please reference Jennison Associates’ Gifts and Entertainment Policy and Procedures located on Compliance web page of Jennison Online for a more detailed explanation of Jennison’s policy towards gifts and entertainment.

C) IMPROPER PAYMENTS – KICKBACKS : In the conduct of the Company’s business, no bribes, kickbacks, or similar remuneration or consideration of any kind are to be given or offered to any individual or organization or to any intermediaries such as agents, attorneys or other consultants.

D) BOOKS, RECORDS AND ACCOUNTS : The integrity of the accounting records of the Company is essential. All receipts and expenditures, including personal expense statements must be supported by documents that accurately and properly describe such expenses. Staff members responsible for approving expenditures or for keeping books, records and accounts for the Company are required to approve and record all expenditures and other entries based upon proper supporting documents so that the accounting records of the Company are maintained in reasonable detail, reflecting accurately and fairly all transactions of the Company including the disposition of its assets and liabilities. The falsification of any book, record or account of the Company, the submission of any false personal expense statement, claim for reimbursement of a non-business personal expense, or false claim for an employee benefit plan payment are prohibited. Disciplinary action will be taken against employees who violate these rules, which may result in dismissal.

E) LAWS AND REGULATIONS : The activities of the Company must always be in full compliance with applicable laws and regulations. It is the Company’s policy to be in strict compliance with all laws and regulations applied to our business. We recognize, however, that some laws and regulations may be ambiguous and difficult to interpret. Good faith efforts to follow the spirit and intent of all laws are expected. To ensure compliance, the Company intends to educate its employees on laws related to Jennison’s activities, which may include periodically issuing bulletins, manuals and memoranda. Staff members are expected to read all such materials and be familiar with their content. For example, it would constitute a violation of the law if Jennison or any of its employees either engaged in or schemed to engage in: i) any manipulative act with a client; or ii) any manipulative practice including a security, such as touting a security to anyone or the press and executing an order in the opposite direction of such recommendation.

This policy is not intended to discourage or prohibit appropriate communications between employees of Jennison and other market participants and trading counterparties. Please consult with the Chief Compliance Officer or Chief Legal Officer if you have questions about the appropriateness of any communications.

Other scenarios and the policies that address other potential violations of the law and conflicts of interest are addressed more fully in Jennison’s compliance program and the policies adopted to complement that program which reside on the Jennison Online intranet at (http://buzz/JennOnline/DesktopDefault.aspx)

F) OUTSIDE ACTIVITIES & POLITICAL AFFILIATIONS : Jennison Associates does not contribute financial or other support to political parties or candidates for public office except where lawfully permitted and approved in advance in accordance with procedures adopted by Jennison’s Board of Directors. Employees may, of course, make political contributions, but only on their own behalf; the Company for such contributions will not reimburse them. However, employees may not make use of company resources and facilities in

furtherance of such activities , e.g., mail room service, facsimile, photocopying, phone equipment and conference rooms.

Legislation generally prohibits the Company or anyone acting on its behalf from making an expenditure or contribution of cash or anything else of monetary value which directly or indirectly is in connection with an election to political office; as, for example, granting loans at preferential rates or providing non-financial support to a political candidate or party by donating office facilities. Otherwise, individual participation in political and civic activities conducted outside of normal business hours is encouraged, including the making of personal contributions to political candidates or activities.

Employees are free to seek and hold an elective or appointive public office, provided you do not do so as a representative of the Company and provided that you notify Compliance prior to engaging in the activity. However, you must conduct campaign activities and perform the duties of the office in a manner that does not interfere with your responsibilities to the firm.

5. COMPLIANCE WITH THE CODE & CONSEQUENCES IF VIOLATION OCCURS

Each year all employees will be required to complete a form certifying that they have read this policy, understand their responsibilities, and are in compliance with the requirements set forth in this statement.

This process should remind us of the Company’s concern with ethical issues and its desire to avoid conflicts of interest or their appearance. It should also prompt us to examine our personal circumstances in light of the Company’s philosophy and policies regarding ethics.

Jennison employees will be required to complete a form verifying that they have complied with all company procedures and filed disclosures of significant personal holdings and corporate affiliations.

Please note that both the Investment Advisers Act of 1940, as amended, and ERISA both prohibit investment advisers (and its employees) from doing indirectly that which they cannot do directly. Accordingly, any Jennison employee who seeks to circumvent the requirements of this Code of Ethics and any of the policies that follow, or otherwise devise a scheme where such activity would result in a violation of these policies indirectly will be deemed to be a violation of the applicable policy and will be subject to the full impact of any disciplinary action taken by Jennison as if such policies were violated directly.

It should be further noted that, and consistent with all other Jennison policies and procedures, failure to uphold the standards and principles as set forth herein, or to comply with any other aspect of these policies and procedures will be addressed by Legal and Compliance. Jennison reserves the right to administer whatever disciplinary action it deems necessary based on the facts, circumstances and severity of the violation or conflict. Disciplinary action can include termination of employment.

6. DISCLOSURE REQUIREMENTS

The principles set forth in this Code of Ethics and the policies and procedures that follow will be included in Jennison’s Form ADV, which shall be distributed or offered to Jennison’s clients annually, in accordance with Rule 204-3 of the Investment Advisers Act of 1940.

S ECTION II

INSIDER TRADING

The Investment Advisors Act of 1940 requires that all investment advisors establish, maintain and enforce policies and supervisory procedures designed to prevent the misuse of material, non-public information by such investment advisor, and any associated person sometimes referred to as “insider trading.”

This section of the Code sets forth Jennison Associates’ policy statement on insider trading. It explains some of the terms and concepts associated with insider trading, as well as the civil and criminal penalties for insider trading violations. In addition, it sets forth the necessary procedures required to implement Jennison Associates’ Insider Trading Policy Statement.

Please note that this policy applies to all Jennison Associates’ employees

1. JENNISON ASSOCIATES’ POLICY STATEMENT AGAINST INSIDER TRADING

Personal Securities transactions should not conflict, or appear to conflict, with the interest of the firm’s clients when contemplating a transaction for your personal account, or an account in which you may have a direct or indirect personal or family interest, we must be certain that such transaction is not in conflict with the interests of our clients. Specific rules in this area are difficult, and in the final analysis. Although it is not possible to anticipate all potential conflicts of interest, we have tried to set a standard that protects the firm’s clients, yet is also practical for our employees. The Company recognizes the desirability of giving its corporate personnel reasonable freedom with respect to their investment activities, on behalf of themselves, their families, and in some cases, non-client accounts (i.e., charitable or educational organizations on whose boards of directors corporate personnel serve). However, personal investment activity may conflict with the interests of the Company’s clients. In order to avoid such conflicts – or even the appearance of conflicts – the Company has adopted the following policy:

Jennison Associates LLC forbids any director, officer or employee from trading, either personally or on behalf of clients or others, on material, non-public information or communicating material, non-public information to others in violation of the law, such as tipping or recommending that others trade on such information. Said conduct is deemed to be “insider trading.” Such policy applies to every director, officer and employee and extends to activities within and outside their duties at Jennison Associates.

Every director, officer, and employee is required to read and retain this policy statement. Questions regarding Jennison Associates’ Insider Trading policy and procedures should be referred to the Compliance or Legal Departments.

2. EXPLANATION OF RELEVANT TERMS AND CONCEPTS

Although insider trading is illegal, Congress has not defined “insider,” “material” or “non-public information.” Instead, the courts have developed definitions of these terms. Set forth below is very general descriptions of these terms. However, it is usually not easily determined whether information is “material” or “non-public” and, therefore, whenever you have any questions as to whether information is material or non-public, consult with the Compliance or Legal Departments. Do not make this decision yourself.

A) WHO IS AN INSIDER?

The concept of an “insider” is broad. It includes officers, directors and employees of a company. A person may be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. Examples of temporary insiders are the company’s attorneys, accountants, consultants and bank lending officers, employees of such organizations, persons who acquire a 10% beneficial interest in the issuer, other persons who are privy to material non-public information about the company. Jennison Associates and its employees may become “temporary insiders” of a company in which we invest, in which we advise, or for which we perform any other service. An outside individual may be considered an insider, according to the Supreme Court, if the company expects the outsider to keep the disclosed non-public information confidential or if the relationship suggests such a duty of confidentiality.

B) WHAT IS MATERIAL INFORMATION?

Trading on inside information is not a basis for liability unless the information is material. Material Information is defined as:

•

Information, for which there is a substantial likelihood, that a reasonable investor would consider important in making his or her investment decisions, or

•

Information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Information that directors, officers and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, a significant increase or decline in orders, significant new products or discoveries, significant merger or acquisition proposals or agreements, major litigation and liquidity problems, for clients and extraordinary management developments.

In addition, knowledge about Jennison Associates’ client holdings and transactions (including transactions that are pending or under consideration) as well as Jennison trading information and patterns may be deemed material.

C) WHAT IS NON-PUBLIC INFORMATION?

Information is “non-public” until it has been effectively communicated to the market place, including clients’ holdings, recommendations and transactions. One must be able to point to some fact to show that the all information and not just part of the information is generally available to the public. For example, information found in a report filed with the SEC, holdings disclosed in a publicly available website regarding the top 10 portfolio holdings of a mutual fund, appearing in Dow Jones, Reuters Economics Services , The Wall Street Journal or other publications of general circulation would be considered public.

D) MISAPPROPRIATION THEORY

Under the “misappropriation” theory, liability is established when trading occurs on material non-public information that is stolen or misappropriated from any other person. In U.S. v. Carpenter , a columnist defrauded The Wall Street Journal by stealing non-public information from the Journal and using it for trading in the securities markets. Note that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

E) WHO IS A CONTROLLING PERSON?

“Controlling persons” include not only employers, but also any person with power to influence or control the direction of the management, policies or activities of another person. Controlling persons may include not only the company, but also its directors and officers.

F) HOW IS NON-PUBLIC INFORMATION MONITORED?

When an employee is in possession of non-public information, a determination is made as to whether such information is material. If the non-public information is material, as determined by Jennison Compliance/Legal, the issuer is placed on a Restricted List (“RL”). Once a security is on the RL all personal and company trading activity is restricted. All securities that are placed on the RL are added to Jennison’s internal trading restriction systems, which restrict company trading activity. Personal trading activity in such RL issuers is also restricted through the personal trading pre-clearance process.

In addition, Prudential distributes a separate list of securities for (Enterprise Restricted List) which Prudential and its affiliates, including Jennison, are restricted from engaging in trading activity, in accordance with various securities laws. In applying this policy and monitoring securities trading Jennison makes no distinction between securities on the Restricted List and those that appear on the Enterprise Restricted List.

3. PENALTIES FOR INSIDER TRADING VIOLATIONS

Penalties for trading on or communicating material non-public information are more severe than ever. The individuals involved in such unlawful conduct may be subject to both civil and criminal penalties. A controlling person may be subject to civil or criminal penalties for failing to establish, maintain and enforce Jennison Associates’ Policy Statement against Insider Trading and/or if such failure permitted or substantially contributed to an insider trading violation.

Individuals 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:

A) CIVIL INJUNCTIONS

B) TREBLE DAMAGES

C) DISGORGEMENT OF PROFITS

D) JAIL SENTENCES –Maximum jail sentences for criminal securities law violations up to 10 years.

E) CIVIL FINES – Persons who committed the violation may pay up to three times the profit gained or loss avoided, whether or not the person actually benefited.

F) CRIMINAL FINES – The employer or other “controlling persons” may be subject to substantial monetary fines.

G) Violators will be barred from the securities industry.

S ECTION III

IMPLEMENTATION PROCEDURES & POLICY

The following procedures have been established to assist the officers, directors and employees of Jennison Associates in preventing and detecting insider trading. Every officer, director and employee must follow these procedures or risk serious sanctions, including but not limited to possible suspension or dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures you should contact the Compliance or Legal Departments.

1. IDENTIFYING INSIDE INFORMATION

Before trading for yourself or others, including client accounts managed by Jennison Associates, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

A) IS THE INFORMATION MATERIAL?

•

Would an investor consider this information important in making his or her investment decisions?

•

Would this information substantially affect the market price of the securities if generally disclosed?

B) IS THE INFORMATION NON-PUBLIC?

•

To whom has this information been provided?

•

Has the information been effectively communicated to the marketplace by being published in Reuters , The Wall Street Journal , SEC filings, websites or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and non-public (“MNPI”), or if you have questions as to whether the information is material and non-public, you should take the following steps:

A) Report the matter immediately to the Compliance or Legal Departments.

B) Do not purchase or sell the securities on behalf of yourself or others, including client accounts managed by Jennison Associates.

C) Do not communicate the information inside or outside Jennison Associates, other than to a senior staff member of either Compliance or Legal Departments.

D) After the issue has been reviewed by Compliance/Legal, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

2. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION

Information that you, Legal or Compliance identify as MNPI may not be communicated to anyone, including persons within and outside of Jennison Associates LLC, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing MNPI should be locked; given to Legal or Compliance (should not be reproduced or otherwise photocopied); access to computer files containing non-public information should be restricted, until such information becomes public.

Jennison employees have no obligation to the clients of Jennison Associates to trade or recommend trading on their behalf on the basis of MNPI (inside) in their possession. Jennison’s fiduciary responsibility to its clients requires that the firm and its employees regard the limitations imposed by Federal securities laws.

3. ALLOCATION OF BROKERAGE

To supplement its own research and analysis, to corroborate data compiled by its staff, and to consider the views and information of others in arriving at its investment decisions, Jennison Associates, consistent with its efforts to secure best price and execution, allocates brokerage business to those broker-dealers in a position to provide such services.

It is the firm’s policy not to allocate brokerage in consideration of the attempted furnishing of inside information or MNPI. Employees, in recommending the allocation of brokerage to broker-dealers, should not give consideration to the provision of any MNPI. The policy of Jennison Associates as set forth in this statement should be brought to the attention of such broker-dealer.

4. RESOLVING ISSUES CONCERNING INSIDER TRADING

If doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures and standards, or as to the propriety of any action, it must be discussed with either the Compliance or Legal Departments before trading or communicating the information to anyone.

This Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be distributed to all Jennison Associates personnel. Each quarter you will be required to certify in writing that you have received, read and understand and will comply with all the provisions of this policy. In addition, newly hired employees must also attest to the policy. Periodically or upon request, a representative from the

Compliance or Legal Departments will meet with such personnel to review this statement of policy, including any developments in the law and to answer any questions of interpretation or application of this policy.

From time to time this statement of policy will be revised in light of developments in the law, questions of interpretation and application, and practical experience with the procedures contemplated by the statement. Any amendments to the above referred to policy and procedures will be highlighted and distributed to ensure that all employees are informed of any such changes and receive the most current policy, set forth in these policies and procedures.

S ECTION IV

JENNISON ASSOCIATES PERSONAL TRADING POLICY

1. GENERAL POLICY AND PROCEDURES

The management of Jennison Associates is fully aware of and in no way wishes to deter the security investments of its individual employees. The securities markets, whether equity, fixed income, international or domestic; offer individuals alternative methods of enhancing their personal investments.

Due to the nature of our business and our fiduciary responsibility to our client funds, we must protect the firm and its employees from the possibilities of both conflicts of interest and illegal insider trading in regard to their personal security transactions. It is the duty of Jennison and its employees to place the interests of clients first and to avoid all actual or potential conflicts of interest. It is important to consider all sections to this combined policy to fully understand how best to avoid potential conflicts of interests and how best to serve our clients so that the interests of Jennison and its employees do not conflict with those of its clients when discharging its fiduciary duty to provide fair, equitable and unbiased investment advice to such clients.

Jennison employees are prohibited from short term trading or market timing mutual funds and variable annuities managed by Jennison other than those that permit such trading, as well as Prudential affiliated funds and variable annuities, and must comply with any trading restrictions established by Jennison to prevent market timing of these funds.

We have adopted the following policies and procedures on employee personal trading to reasonably ensure against actual or potential conflicts of interest that could lead to violations of federal securities law, such as short term trading or market timing of affiliated mutual funds, or as previously described in the preceding sections of the attached policies. To prevent the rapid trading of certain mutual funds and variable annuities, Jennison employees may not engage in a sale transaction within 60 days of the last purchase with respect to the mutual funds and variable annuities listed on the attached Exhibit D (“Covered Funds”). Jennison employees are also required to arrange the reporting of Covered Funds transactions under this policy identified in Exhibit D. This policy does not apply to money market mutual funds. These policies and procedures are in addition to those set forth in the Code of Ethics and the Policy Statement Against Insider Trading. However, the standards of professional conduct as described in such policies must be considered when a Jennison employee purchases and sells securities on behalf of either their own or any other account for which the employee is considered to be the beneficial owner, other than those accounts over which the Jennison employee does not exercise investment discretion – as more fully described in this personal trading policy.

All Jennison employees are required to comply with such policies and procedures in order to avoid the penalties set forth herein.

2. PERSONAL TRANSACTION REPORTING REQUIREMENTS

Jennison employees are required to provide Jennison with reports concerning their securities holdings and transactions, as described below. These include Jennison’s policies and procedures, including Code of Ethics, names of Jennison’s access personnel including those employees no longer employed by Jennison, their holdings and transaction reports, acknowledgements, pre-approvals, violations and the disposition thereof, exceptions to any policy, every transaction in securities in which any of its personnel has any direct or indirect beneficial ownership, except transactions effected in any account over which neither the investment adviser nor any advisory representative of the investment adviser has any direct or indirect influence or control and transactions in securities which are direct obligations of the United States, high-quality short-term instruments and unaffiliated mutual funds and variable annuities. For purposes of this policy, mutual funds and annuities that are exempt from this recordkeeping requirement are money market funds and funds that are either not managed by Jennison or affiliated with Prudential. This requirement applies to all securities accounts in which an employee has a beneficial interest, including the following:

•

Personal accounts of an employee,

•

Accounts in which your spouse has a beneficial interest,

•

Accounts in which your minor children or any dependent family member has a beneficial interest,

•

Joint or tenant-in-common accounts in which the employee is a participant,

•

Accounts of any individual to whose financial support the employee materially contributes, ¹

•

Accounts for which the employee acts as trustee, executor or custodian, and

•

Accounts over which the employee exercises control or has any investment discretion.

These accounts are referred to as “Covered Accounts” within this policy.

However, the above requirements do not apply if the investment decisions for the above mentioned account(s) are made by an independent investment manager in a fully discretionary account (“Discretionary Account”). In order to take advantage of this exemption, a fully executed copy of such discretionary account agreement(s) must be provided to Compliance for review and approval. Jennison recognizes that some of its employees may, due to their living arrangements, be uncertain as to their obligations under this Personal Trading Policy. If an employee has any question or doubt as to whether an account is subject to this policy, he or she must consult with the Compliance or Legal Departments as to their status and obligations with respect to the account in question. Please refer to Jennison’s Record Management Policy located on the Jennison Online compliance website for a complete list of records and retention periods.

In addition, Jennison, as a sub-adviser to investment companies registered under the Investment Company Act of 1940 ( e.g., mutual funds), is required by Rule 17j-1 under the Investment Company Act to review and keep records of personal investment activities of “access persons” of these funds, unless the access person does not have direct or indirect influence or control of the accounts. An “access person” is defined as any director, officer, general partner or Advisory Person of a Fund or Fund’s Investment Adviser. “Advisory Person” is defined as any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information

¹	For example, this would include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support.

regarding the purchase or sale of investments by a Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales. Jennison’s “access persons” and “advisory persons” include Jennison’s employees and any other persons that Jennison may designate.

A) JENNISON EMPLOYEES

All Jennison employees are Access Persons and are subject to the following reporting requirements. Access Persons are required to report all transactions, as set forth on Exhibit A, including activity in Prudential affiliated and Jennison managed mutual funds, as well as affiliated variable annuities or Covered Funds. A list of these funds and variable annuities is attached hereto as Exhibit D. This requirement applies to all accounts in which Jennison employees have a direct or indirect beneficial interest, as previously described. All Access Persons are required to provide the Compliance Department with the following:

1) INITIAL HOLDINGS REPORTS :

Within 10 days of commencement of becoming an access person , an initial holdings report detailing all personal investments (including private placements, and index futures contracts and options thereon, but excluding automatic investment plans approved by Compliance, all direct obligation government, such as US Treasury securities, mutual funds and variable annuities that are not Covered Funds and short-term high quality debt instruments) must be submitted to Compliance. The report should contain the following information, and must be current, not more than 45 days prior to becoming an “access person”:

a. The title, number of shares and principal amount of each investment in which the Access Person had any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

c. The date that the report is submitted by the Access Person.

2) QUARTERLY REPORTS:

a. Transaction Reporting :

Within 30 days after the end of a calendar quarter, with respect to any transaction, including activity in Covered Funds, during the quarter in investments in which the Access Person had any direct or indirect beneficial ownership:

i) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each investment involved;

ii) The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

iii) The price of the investment 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 that the report is submitted by the Access Person.

b. Personal Securities Account Reporting :

Within 30 days after the end of a calendar quarter, with respect to any account established by the Access Person (including Discretionary Accounts) in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

i) The name of the broker, dealer or bank with whom the Access Person established the account;

ii) The date the account was established; and

iii) The date that the report is submitted by the Access Person.

To facilitate compliance with this reporting requirement, Jennison Associates requires that a duplicate copy of all trade confirmations and brokerage statements be supplied directly to Jennison Associates’ Compliance Department and to Prudential’s Corporate Compliance Department, other than transactions in a Discretionary Account. Access Persons are required to notify the Compliance Department of any Covered Fund including accounts of all household members, held directly with the fund. The Compliance Department must also be notified prior to the creation of any new personal investment accounts so that we may request that duplicate statements and confirmations of all trading activity (including mutual funds) be sent to the Compliance Department. Although Discretionary Accounts are exempt from the reporting requirements described above, this notification provision is applicable only to the opening of any new Discretionary Account(s).

3) ANNUAL HOLDINGS REPORTS :

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

a. The title, number of shares and principal amount of each investment, including investments set forth Covered Funds, in which the Access Person had any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintains an account (includes any Discretionary Account(s)) in which any securities are held for the direct or indirect benefit of the Access Person; and

c. The date that the report is submitted by the Access Person.

4) A copy of all discretionary investment advisory contracts or agreements between the officer, director or employee and his investment advisors.

Please note that Access Persons may hold and trade Covered Funds listed through Authorized Broker/Dealers, Prudential Mutual Fund Services, the Prudential Employee Savings Plan (“PESP”), and the Jennison Savings Plan. As indicated above, purchases and sales within a 60 day period are prohibited with respect to Covered Funds, other than money market funds. It should also be noted that transacting in the same Covered Funds in opposite directions on the same day and at the same NAV will not be considered market timing for purposes of this policy, as such activity would not result in a gain to the employee.

In addition, Access Persons may maintain accounts with respect to certain Covered Funds directly with the fund company, provided that duplicate confirms and statements are provided to the Compliance Department.

B) OTHER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS

Other Persons Defined by Jennison as Access Persons, pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended, include individuals who in connection with his or her regular functions or duties may obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary to reasonably ensure that the interests of our clients are not in any way compromised. These policies and procedures are specified on Exhibit C.

3. PRE-CLEARANCE PROCEDURES

All employees of Jennison Associates may need to obtain pre-approval from Jennison’s Compliance Department prior to effecting transactions in any securities ( except for those securities described in Exhibit A) in “Covered Accounts” (as defined in Section IV, paragraph 2). Employees are not required to obtain pre-approval for exchange traded funds (ETFs) that replicate the performance of the broad based indices or commodities listed on Exhibit B. This includes those ETFs that correspond to the daily performance or inverse performance of the broad based indices or commodities listed on Exhibit B. Determination as to whether or not a particular transaction requires pre-approval should be made by consulting the “Compliance and Reporting of Personal Transactions Matrix” found on Exhibit A.

The Compliance Department will make its decision of whether to pre-approve the proposed trade on the basis of the personal trading restrictions set forth below. Notification of approval or denial to trade is promptly provided except in the case of private placement requests which require further review. Please note that the approval granted will be valid only for that day in which the approval has been obtained; provided, however, that approved orders for securities traded in certain foreign markets may be executed within 2 business days from the date pre-clearance is granted. In other words, if a trade was not effected on the day for which approval was originally sought, a new pre-clearance request must be re-entered on each subsequent day in which trading may occur. Or, if the security for which approval has been granted is traded on foreign markets, approval is valid for an additional day ( i.e. , the day for which approval was granted and the day following the day for which approval was granted).

Only transactions where the investment decisions for the account are made by an independent investment manager in a fully Discretionary Account (including managed accounts) will be exempt from the pre-clearance procedures, except for those transactions that are directed by an employee in a Jennison managed account. Copies of the agreement of such discretionary accounts must be submitted to the Compliance Department for review and records retention.

Notice of your intended securities activities must be submitted for approval prior to effecting any transaction for which prior approval is required. Key information, but not limited to, the ticker, the nature of the transaction (purchase or sale) and the estimated value of the trade, must be entered on your pre-clearance request. If proper procedures are not complied with, action will be taken against the employee. The violators may be asked to reverse the transaction and/or transfer the security or profits gained over to the accounts of Jennison Associates. In addition, penalties for personal trading violations shall be determined in accordance with the penalties schedule set forth in Section 5, “Penalties for Violating Jennison Associates’ Personal Trading Policies.” Each situation and its relevance will be given due weight.

4. PERSONAL TRADING POLICY

The following rules, regulations and restrictions apply to the personal security transactions of all employees. These rules will govern whether clearance for a proposed transaction will be granted. These rules also apply to the sale of securities once the purchase of a security has been pre-approved and completed.

No director, officer or employee of the Company may effect for “Covered Accounts” as defined in Section IV paragraph 2, any transaction in a security, or recommend any such transaction in a security, of which, to his/her knowledge, the Company has either effected or is contemplating effecting the same for any of its clients, if such transaction would in any way conflict with, or be detrimental to, the interests of such client, or if such transaction was effected with prior knowledge of material, non-public information, or any other potential conflict of interest as described in the sections preceding this personal trading policy.

Except in particular cases in which Jennison’s Compliance Department has determined in advance that proposed transactions would not conflict with the foregoing policy, the following rules shall govern all transactions (and recommendations) by all Jennison employees for their Covered Accounts. The provisions of the following paragraphs do not necessarily imply that Jennison’s Compliance Department will conclude that the transactions or recommendations to which they relate are in violation of the foregoing policy, but rather are designed to indicate the transactions for which prior approval should be obtained to ensure that no actual, potential or perceived conflict occurs.

A) BLACKOUT PERIODS

1) Company personnel may not purchase any security recommended, or proposed to be recommended to any client for purchase, nor any security purchased or proposed to be purchased for any client may be purchased by any corporate personnel if such purchase will interfere in any way with the orderly purchase of such security by any client.

2) Company personnel may not sell any security recommended, or proposed to be recommended to any client for sale, nor any security sold, or proposed to be sold, for any client may be sold by any corporate personnel if such sale will interfere in any way with the orderly sale of such security by any client.

3) Company personnel may not sell any security after such security has been recommended to any client for purchase or after being purchased for any client Company personnel may not purchase a security after being recommended to any client for sale or after being sold for any client, if the sale or purchase is effected with a view to making a profit on the anticipated market action of the security resulting from such recommendation, purchase or sale.

4) In order to prevent even the appearance of a violation of this rule or a conflict of interest with a client account, you should refrain from trading in the seven (7) calendar days before and after Jennison trades in that security. This restriction does not apply to certain Jennison trading activity. Examples include:

(1) trading activity that occurs in Jennison Managed Account (“JMA”) when either implementing a pre-existing model for new accounts or in situations where JMA trading activity is generated due to cash flow instructions from the managed account sponsor.

(2) program trades, whereby the portfolio manager will instruct the trading desk to take a “slice” of the portfolio. Program trades are a tool used by the portfolio manager to spend or raise cash and at the same time generally maintain the current portfolio’s security weightings.

(3) trades that are determined quantitatively.

Securities in a program trade and those that are determined quantitatively will be exempt from the 7 day blackout period, subject to the following conditions:

•

Employee trades require pre-clearance.

•

Employee attests to not having knowledge of trading in that particular security.

•

Security must have a market capitalization equal to or greater than $1 billion.

•

For trades in securities with a market capitalization of at least $1 billion but less than $5 billion, an employee’s investment will be capped at $10,000 over a rolling seven (7) calendar day period.

•

For trades in security with a market capitalization greater than $5 billion, an employee’s investment will be capped at $50,000 over a rolling seven (7) calendar day period.

If an employee trades during a blackout period, reversal of the trade and disgorgement may be required. For example, if a non-investment professional employee’s trade is pre-approved and executed and subsequently, within seven days of the transaction, the Firm trades on behalf of Jennison’s clients, the Jennison Compliance Department will review the personal trade in light of firm trading activity and make a recommendation as to whether additional action should be taken.

In those circumstances where an investment professional (portfolio manager, research analyst and trader) personally trades within seven days of firm trading, the Chief Compliance Officer, Chief Legal Officer and Senior Management will determine on a case-by-case basis the appropriate action. Regardless of the actual impact to clients, the perceived conflict of interest and appearance may determine that the employee be required to reverse the trade and disgorge to the firm any difference due to an incremental price advantage over the client’s transaction.

B) SHORT-TERM TRADING

All employees of Jennison Associates are prohibited from profiting in Covered Accounts from the purchase and sale, or the sale and purchase of the same or equivalent securities within 60 calendar days. All employees are prohibited from executing a purchase and sale of the Covered Funds that appear on Exhibit D during any 60-day period. Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities or the purchase and sale of the Covered Funds within the 60 day restriction period, shall be disgorged to the firm.

In addition, the last in, first out (“LIFO”) method will be used in determining if any exceptions have occurred in the same or equivalent securities or any Covered Fund. Profits realized on such transactions must be disgorged. Certain limited exceptions to this holding period are available and must be approved by the Chief Compliance Officer or her designee prior to execution. Exceptions to this policy include, but are not limited to, hardships and extended disability. Automatic investment and withdrawal programs and automatic rebalancing are permitted transactions under the policy.

The prohibition on short-term trading shall not apply to trading of ETFs that replicate the performance of a broad based index, index options and index futures contracts and options on index futures contracts on broad based indices. However, trades related to non-broad based index transactions remains subject to the pre-clearance procedures and other applicable procedures. A list of broad-based indices and commodities exempt from pre-clearance is provided on Exhibit B.

C) Jennison employees may not purchase any security if the purchase would deprive any of Jennison’s clients of an investment opportunity, after taking into account (in determining whether such purchase would constitute an investment opportunity) the client’s investments and investment objectives and whether the opportunity is being offered to corporate personnel by virtue of his or her position at Jennison.

D) Jennison employees may not purchase new issues of either common stock, fixed income securities or convertible securities in Covered Accounts except in accordance with item E below. This prohibition does not apply to new issues of shares of open-end investment companies. All Jennison employees shall also obtain approval of the Compliance Department and Chief Investment Officer before initiating any purchase of securities on a ‘ private placement ’ basis. Such approval will take into account, among other factors, whether the investment opportunity should be reserved for Jennison’s clients and whether the opportunity is being offered to the employee by virtue of his or her position at Jennison.

E) Subject to the pre-clearance and reporting procedures, Jennison employees may purchase securities on the date of issuance, provided that such securities are acquired in the secondary market. Upon requesting approval of such transactions, employees must acknowledge that he or she is aware that such request for approval may not be submitted until after the security has been issued to the public and is trading at prevailing market prices in the secondary market.

F) Subject to the pre-clearance and reporting procedures, Jennison employees may effect purchases upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights so acquired. In the event that approval to exercise such rights is denied, subject to pre-clearance and reporting procedures, corporate personnel may obtain permission to sell such rights on the last day that such rights may be traded.

G) Transactions in index futures contracts and index options effected on a broad-based index or commodity listed on Exhibit B do not require pre-clearance but are subject to the reporting requirements. This includes those index future contracts and index options that correspond to the daily performance or inverse performance of the broad based indices or commodities listed on Exhibit B.

H) ^* No employee of Jennison Associates may short sell or purchase put options or write call options on securities that represent a long position in any portfolios managed by Jennison on behalf of its clients. Conversely, no employee may sell put options, or purchase either the underlying security or call options that represent a short position which was derived from a fundamental, bottom up research decision in a Jennison client portfolio. Employees may

take long positions and the economically equivalent transactions where the short sales in client accounts are in quantitatively managed strategies, subject to the following conditions:

•

Employee trades require pre-clearance.

•

Employee attests to not having knowledge of trading in that particular security.

•

Security must have a market capitalization equal to or greater than $1 billion.

•

For trades in securities with a market capitalization greater than $5 billion, an employee’s investment will be capped at $50,000 over a rolling seven (7) calendar day period.

*	These restrictions do not apply if the underlying security of the option does not require pre-approval under this policy.

Any profits realized from such transactions shall be disgorged to the Firm. All options and short sales are subject to the pre-clearance rules.

All employees are prohibited from selling short including “short sales against the box” and from participating in any options or futures transactions on any securities issued by Prudential, except in connection with bona fide hedging strategies (e.g., covered call options and protected put options). However, employees are prohibited from buying or selling options to hedge their financial interest in employee stock options granted to them by Prudential.

I) No employee of Jennison Associates may participate in investment clubs.

J) While participation in employee stock purchase plans and employee stock option plans need not be pre-approved, copies of the terms of the plans should be provided to the Compliance Department as soon as possible. Jennison employees must obtain pre-approval for any discretionary disposition of securities or discretionary exercise of options acquired pursuant to participation in an employee stock purchase or employee stock option plan, except for the exercise of Prudential options and/or the purchase or sale of Prudential common stock (this exception does not apply to Designated Employees). All such transactions, however, must be reported. Nondiscretionary dispositions of securities or exercise are not subject to pre-approval. Additionally, Jennison employees should report holdings of such securities and options on an annual basis.

K) Subject to pre-clearance, long-term investing through direct stock purchase plans is permitted. The terms of the plan, the initial investment, and any notice of intent to purchase through automatic debit must be provided to and approved by the Jennison Compliance Department. Any changes to the original terms of approval, e.g., increasing, decreasing in the plan, as well as any sales or discretionary purchase of securities in the plan must be submitted for pre-clearance. Termination of participation in such a plan must be reported to Compliance.

Provided that the automatic monthly purchases have been approved by the Jennison Compliance Department, each automatic monthly purchase need not be submitted for pre-approval. “Profits realized” for purposes of applying the ban on short-term trading will be determined by matching the proposed discretionary purchase or sale transaction against the most recent discretionary purchase or sale, as applicable, not the most recent automatic purchase or sale (if applicable). Additionally, holdings should be disclosed annually.

L) DESIGNATED PERSONS: REQUIREMENTS FOR TRANSACTIONS IN SECURITIES ISSUED BY PRUDENTIAL

A Designated Person is an employee who, during the normal course of his or her job has routine access to material, nonpublic information about Prudential, including information about one or more business units or corporate level information that may be material about Prudential. Employees that have been classified as Designated Persons have been informed of their status.

Designated Persons are permitted to exercise their Prudential options and trade in Prudential common stock (symbol: “PRU”) only during certain “open trading windows”. Trading windows will be closed for periods surrounding the preparation and release of Prudential financial results. Approximately 24 hours after Prudential releases its quarterly earnings to the public, the trading window generally opens and will remain open until approximately three weeks before the end of the quarter. Designated Persons will be notified by the Compliance Department announcing the opening and closing of each trading window.

Designated Persons are required to obtain pre-clearance approval from Prudential in order to trade in Prudential common stock, exercise their Prudential options or engage in any transactions under the Prudential Stock Purchase Plan (PSPP) during the “open trading window” period. To request pre-clearance approval, Designated Persons are required to complete a pre-clearance form for Prudential. These forms can be obtained from the Compliance Department. The Compliance Department will notify the Designated Person if their request has been approved or denied. All other pre-clearance rules and restrictions apply.

M) JENNISON EMPLOYEE PARTICIPATION IN SEPARATELY MANAGED ACCOUNTS (SMA)

All eligible employees must adhere to the following conditions in order to open an account in a SMA program; commonly referred to wrap programs:

•

All employees may open a SMA in any managed account program, including those that offer Jennison-managed strategies.

•

All transactions in any SMA account for which a Jennison employee has discretion (e.g. tax selling) will be subject to the pre-clearance and applicable blackout period requirement of this policy.

N) EXCEPTIONS TO THE PERSONAL TRADING POLICY

Notwithstanding the foregoing restrictions , exceptions to certain provisions ( e.g ., blackout period, pre-clearance procedures, and short-term trading ) of the Personal Trading Policy may be granted on a case-by-case basis by Jennison when no abuse is involved and the facts of the situation strongly support an exception to the rule.

Investments in the following instruments are not bound to the rules and restrictions as set forth above and may be made without the approval of the Jennison Compliance Department: direct government obligations (Bills, Bonds and Notes), money markets, commercial paper, repurchase orders, reverse repurchase orders, bankers acceptance, bank certificates of deposit, municipal bonds, ETFs on a broad based index or commodity noted in Exhibit B, currency or investment product where the underlying asset is a currency unit, and other high quality short-term debt instrument ² . Although not subject to pre-clearance, Covered Funds listed on Exhibit D, are subject to reporting and a ban on short term trading, i.e . buying and selling within 60 days.

5. MONITORING/ADMINISTRATION

The Jennison Associates’ Compliance Department will maintain and enforce this policy and the Chief Compliance Officer (“CCO”), or her designee(s), will be directly responsible for reasonably assuring for monitoring compliance with the policy. If such authority is delegated to another compliance professional, a means of reporting deficiencies to the CCO, with respect to any one of the policies as set forth in this combined document, must be established to ensure the CCO is aware of all violations.

Requests for exceptions to the policy will be provided to the Jennison CCO or her designee and from time to time shared with the Prudential Personal Securities Trading Department and Jennison Compliance Committees. While Jennison has primary responsibility to administer its own Personal Trading Policy, Prudential will assist Jennison by monitoring activity in Prudential mutual funds and variable annuities, as well as Jennison funds in Jennison Savings and Pension Plans, and identifying violations to the ban on short term trading, as described in this policy.

As part of monitoring compliance with these policies, Compliance will employ various monitoring techniques, that may consist of but not limited to, reviewing personal securities transactions to determine whether the security was pre-cleared, compare personal securities requests against a firm-wide (includes affiliates of Prudential) or Jennison specific restricted list(s), receiving exception reporting to monitor Jennison 7 day black out period, as described above.

In addition, as indicated above, short term or market timing trading in any Covered Fund identified in Exhibit D, represents a significant conflict of interest for Jennison and Prudential. Market timing any of these investment vehicles may suggest the use of inside information – namely, knowledge of portfolio holdings or contemplated transactions – acquired or developed by an employee for personal gain. The use of such information constitutes a violation of the law that can lead to severe disciplinary action against Jennison and its senior officers. Therefore,

²	“High Quality Short-Term Debt Instrument” 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 Agency ( e.g . Moody’s and S&P).

trading activity in certain Covered Funds will be subject to a heightened level of scrutiny. Jennison employees who engage in short term trading of such funds can be subject to severe disciplinary action, leading up to and including possible termination.

6. PENALTIES FOR VIOLATIONS OF JENNISON ASSOCIATES’ PERSONAL TRADING POLICIES

Violations of Jennison’s Personal Trading Policy and Procedures, while in most cases may be inadvertent, must not occur. It is important that every employee abide by the policies established by the Board of Directors. Penalties will be assessed in accordance with the schedules set forth below. These, however, are minimum penalties. THE FIRM RESERVES THE RIGHT TO TAKE ANY OTHER APPROPRIATE ACTION, INCLUDING BUT NOT LIMITED TO SUSPENSION OR TERMINATION OF EMPLOYMENT.

All violations and penalties imposed will be reported to Jennison’s Compliance Committee.

7. TYPE OF VIOLATION

A) PENALTIES FOR FAILURE TO SECURE PRE-APPROVAL

The minimum penalties for failure to pre-clear personal securities transactions include possible reversal of the trade, possible disgorgement of profits, possible suspension, and possible reduction in discretionary bonus as well as the imposition of additional cash penalties to the extent permissible by applicable state law .

1) FAILURE TO PRE-CLEAR PURCHASE

Depending on the circumstances of the violation, the individual may be asked to reverse the trade ( i.e. , the securities must be sold). Any profits realized from the subsequent sale must be turned over to the firm. Please note: The sale or reversal of such trade must be submitted for pre-approval .

2) FAILURE TO PRE-CLEAR SALES THAT RESULT IN LONG-TERM CAPITAL GAINS

Depending on the circumstances of the violation, the firm may require that profits realized from the sale of securities that are defined as “long-term capital gains” by Internal Revenue Code (the “IRC”) section 1222 and the rules there under, as amended, to be turned over to the firm, subject to the following maximum amounts:


JALLC Position		Disgorgement Penalty*
Senior Vice Presidents, Managing Directors and above		Realized long-term capital gain, up to $10,000.00
Vice Presidents, Assistant Vice		Realized long-term capital gain, up to


JALLC Position		Disgorgement Penalty*
Presidents and Principals		$5,000.00
All other JALLC Personnel		25% of the realized long-term gain, irrespective of taxes, up to $3,000.00

*	Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

3) FAILURE TO PRE-CLEAR SALES THAT RESULT IN SHORT-TERM CAPITAL GAINS

Depending on the nature of the violation, the firm may require that all profits realized from sales that result in profits that are defined as “short-term capital gains” by IRC section 1222 and the rules there under, as amended, be disgorged irrespective of taxes. Please note, however, any profits that result from violating the ban on short-term trading are addressed in section 6.C), “Penalty for Violation of Short-Term Trading .”

4) ADDITIONAL CASH PENALTIES


	VP’s, Managing Directors and Above*	Other JALLC Personnel including Principals*
First Offense	None/Warning	None/Warning
Second Offense	$1,000	$200
Third Offense	$2,000	$300
Fourth Offense	$3,000	$400
Fifth Offense	$4,000 & Automatic Notification of the Board of Directors	$500 & Automatic Notification of the Board of Directors

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

Penalties shall be assessed over a rolling three year period. For example, if over a three year period (year 1 through year 3), a person had four violations, two in year 1, and one in each of the following years, the last violation in year 3 would be considered a fourth offense. However, if in the subsequent year (year 4), the person only had one violation of the policy, this violation would be penalized at the third offense level because over the subsequent three year period (from year 2 through year 4), there were only three violations. Thus, if a person had no violations over a three year period, a subsequent offense would be considered a first offense, notwithstanding the fact that the person may have violated the policy prior to the three year period.

*	Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

B) FAILURE TO COMPLY WITH REPORTING REQUIREMENTS

Such violations occur if Jennison does not receive a broker confirmation within ten (10) business days following the end of the quarter in which a transaction occurs or if Jennison does not routinely receive brokerage statements. Evidence of written notices to brokers of Jennison’s requirement and assistance in resolving problems will be taken into consideration in determining the appropriateness of penalties.


	VP’s, Managing Directors and Above *	Other JALLC Personnel including Principals*
First Offense	None/Warning	None/Warning
Second Offense	$200	$50
Third Offense	$500	$100
Fourth Offense	$600	$200
Fifth Offense	$700 & Automatic Notification of the Board	$300 & Automatic Notification of the Board

*	Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

C) PENALTY FOR VIOLATION OF SHORT-TERM TRADING

Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities or the purchase and sale of any Covered Fund that appears on Exhibit D within 60 calendar days, shall be disgorged to the firm. The last in, first out (“LIFO”) method will be used in determining if any exceptions have occurred in the same or equivalent securities or any Covered Fund. Profits realized on such transactions must be disgorged.

D) OTHER POLICY INFRINGEMENTS WILL BE DEALT WITH ON A CASE-BY-CASE BASIS

Penalties will be commensurate with the severity of the violation.

Serious violations would include:

• Failure to abide by the determination of the Jennison Compliance Department.

• Failure to submit pre-approval for securities in which Jennison actively trades.

E) DISGORGED PROFITS

Profits disgorged to the firm shall be donated to a charitable organization selected by the firm in the name of the firm. Such funds may be donated to such organization at such time as the firm determines.

8. MISCELLANEOUS

A) POLICIES AND PROCEDURES REVISIONS

These policies and procedures (Code of Ethics, Policy on Insider Trading and Personal Trading Policy and Procedures) may be changed, amended or revised as frequently as necessary in order to accommodate any changes in operations or by operation of law. Any such change, amendment or revision may be made only by Jennison Compliance in consultation with the business groups or areas impacted by these procedures and consistent with applicable law. Such changes will be promptly distributed to all impacted personnel and entities.

B) COMPLIANCE

The Jennison Chief Compliance Officer shall be responsible for the administration of this Policy. Jennison Compliance continuously monitors for compliance with these policies and procedures, as set forth herein, through its daily pre-clearance process and other means of monitoring, as described above in section 5, Monitoring/Administration. This data that is reviewed and our other means of monitoring ensure that employees are in compliance with the requirements of these policies and procedures. All material obtained during this review, including any analysis performed, reconciliations, violations (and the disposition thereof), exceptions granted is signed by compliance and retained in accordance with section 2, Personal Transaction Reporting Requirements, above.

In addition, this Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be reviewed annually for adequacy and effectiveness. Any required revisions will be made consistent with section A above.

EXHIBIT A

COMPLIANCE AND REPORTING OF PERSONAL TRANSACTIONS MATRIX


Investment Category/Method	Sub-Category	Required Pre- Approval (Y/N)	Reportable (Y/N)	If reportable, minimum reporting frequency
BONDS	Treasury Bills, Notes, Bonds	N	N	N/A
	Commercial Paper	N	N	N/A
	Other High Quality Short-Term Debt Instrument ³	N	N	N/A
	Agency	N	Y	Quarterly
	Tax Free Auction Rate Securities	N	Y	Quarterly
	Non tax free Auction Rate Securities	Y	Y	Quarterly
	Corporates	Y	Y	Quarterly
	MBS	Y	Y	Quarterly
	ABS	Y	Y	Quarterly
	CMO’s	Y	Y	Quarterly
	Municipals	N	Y	Quarterly
	Convertibles	Y	Y	Quarterly
	Public Offering	Y	Y	Quarterly

STOCKS	Common	Y	Y	Quarterly
	Preferred	Y	Y	Quarterly
	Rights	Y	Y	Quarterly
	Warrants	Y	Y	Quarterly
	Initial, Secondary and Follow On Public Offerings	Y	Y	Quarterly
	Automatic Dividend Reinvestments	N	N	N/A
	Optional Dividend Reinvestments	Y	Y	Quarterly
	Direct Stock Purchase Plans with automatic investments	Y	Y	Quarterly
	Employee Stock Purchase/Option Plan	Y*	Y	*

OPEN-END MUTUAL FUNDS AND ANNUITIES	Affiliated Investments – see Exhibit D.	N	Y	Quarterly

	Non-Affiliated Funds, not managed by Jennison.	N	N	N/A

CLOSED END FUNDS, UNIT INVESTMENT TRUSTS and ETF	All Affiliated & Non-Affiliated Funds	N	Y	Quarterly
	Exchange Traded Funds (ETF) ⁴	Y	Y	Quarterly
	Holders	Y	Y	Quarterly

DERIVATIVES	Any exchange traded, NASDAQ, or OTC option or futures contract, including, but not limited to:
	Financial Futures	**	Y	Quarterly
	Commodity Futures	N	Y	Quarterly
	Options on Futures	**	Y	Quarterly
	Options on Securities	**	Y	Quarterly

³	“High Quality Short-Term Debt Instrument” 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 Agency (Moody’s and S&P).

Pre-approval of the sales of securities or exercising of options acquired through employee stock purchase or employee stock option plans are required, except for the exercise of Prudential options (this exception does not apply to certain Designated Employees). Holdings are required to be reported annually; transactions subject to pre-approval are required to be reported quarterly. Pre-approval is not required to participate in such plans, unless you are a Designated Employee.

⁴	These securities which are effected on a broad based index or commodity as indicated on Exhibit B do not require pre-clearance.


Investment Category/Method	Sub-Category	Required Pre- Approval (Y/N)	Reportable (Y/N)	If reportable, minimum reporting frequency
	Non-Broad Based Index Options	Y	Y	Quarterly
DERIVATIVES (cont.)	Non Broad Based Index Futures Contracts and Options on Non-Broad Based Index Futures Contracts	Y	Y	Quarterly
	Broad Based Index Options ⁴	N	Y	Quarterly
	Broad Based Index Futures Contracts and Options on Broad Based Index Futures Contracts ⁴	N	Y	Quarterly
	Structured Notes	Y	Y	Quarterly

CURRENCY	Foreign Currency	N	N	N/A
	Any exchange traded currency trusts	N	Y	N/A

	Currency Options	N	Y	N/A
	Currency Futures	N	Y	N/A
	Currency Forwards	N	Y	N/A
	Currency ETFs	N	Y	N/A
LIMITED PARTNERSHIPS, PRIVATE PLACEMENTS, & PRIVATE INVESTMENTS		Y	Y	Quarterly

VOLUNTARY TENDER OFFERS		Y	Y	Quarterly

MANAGED ACCOUNT PROGARMS	Employee Directed Portfolio Transactions	Y	Y	Quarterly

**	Pre-approval of a personal derivative securities transaction is required if the underlying security requires pre-approval.

EXHIBIT B

BROAD-BASED INDICES AND COMMODITIES

1.	BROAD-BASED INDICES

Barclays Capital U.S. Aggregate Index

CBOE Mini-NDX (1 tenth value of NDX Index)

CBOE Dow Jones Industrial Volatility Index

CBOE Volatility Index

CBOE Nasdaq Volatility Index

EUROSTOXX 50

FTSE All-World ex US Index

iBoxx $ Liquid Investment Grade Index

iShares Lehman TIPS

MSCI U.S. Broad Based Market Index

MSCI EAFE

MSCI Emerging Markets

NASDAQ- 100

Russell 3000 Growth

Russell 3000 Value

Russell 3000

Russell 1000

Russell 1000 Growth

Russell 1000 Value

Russell Midcap Growth

Russell Midcap

Russell Midcap Value

Russell 2000

Russell 2000 Value

Russell 2000 Growth

S&P 500 Index

S&P Small Cap 600

S&P Midcap 400

Treasury Indices – any index comprised of Treasury securities

2.	COMMODITIES

Gold Bullion ⁵

⁵	ETFs that track the price of Gold Bullion, including but not limited to GLD, (SPDR Gold Shares) are exempt from the Policy because Jennison does not trade Gold Bullion as a commodity; or ETFs that track the price of Gold Bullion on behalf of firm clients.

EXHIBIT C

OTHER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS

The following groups of persons have been defined by Jennison as Access Persons because these are individuals who, in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on this Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary as specified on this Exhibit.

Jennison Directors and Officers who are Prudential Employees

Jennison recognizes that a Jennison director or officer who is employed by Prudential (“Prudential Director or Officer”) may be subject to the Prudential Personal Securities Trading Policy (“Prudential’s Policy”), a copy of which and any amendments thereto shall have been made available to Jennison’s Compliance Department. A Prudential Director or Officer does not need to obtain pre-clearance from Jennison’s Compliance Department; provided that the Prudential Director or Officer does not otherwise have access to current Jennison trading activity.

For purposes of the recordkeeping requirements of this Policy, Prudential Directors and Officers are required to comply with Prudential’s Policy. Prudential will provide an annual representation to the Jennison Compliance Department, with respect to employees subject to the Prudential Policy, that the employee has complied with the recordkeeping and other procedures of Prudential’s Policy during the most recent calendar year. If there have been any violations of Prudential’s Policy by such employee, Prudential will submit a detailed report of such violations and what remedial action, if any was taken. If an employee is not subject to the Prudential Policy, Prudential will provide a certification that the employee is not subject to the Prudential Policy.

Outside Consultants and Independent Contractors

Outside Consultants and Independent Contractors who work on-site at Jennison and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments in portfolios managed by Jennison will be subject to such policies and procedures as determined by Jennison.

EXHIBIT D

JENNISON AND PRUDENTIAL MANAGED MUTUAL FUNDS and VARIABLE ANNUITIES (Also known as Covered Funds)

A. Jennison Third Party Managed Funds

MUTUAL FUNDS

Harbor Funds – Harbor Capital Appreciation Fund

John Hancock Funds II – Capital Appreciation Fund

Northern Funds - Multi-Manager Large Cap Fund

Principal Funds, Inc. – Diversified Real Asset Fund

SEI Institutional Investments Trust - Long Duration Fund

SEI Institutional Investments Trust – Core Fixed Income Fund

SEI Institutional Managed Trust – Core Fixed Income Fund

SEI Institutional Managed Trust – U.S. Fixed Income Fund

HC Capital Trust – The Growth Equity Portfolio

HC Capital Trust – The Institutional Growth Equity Portfolio

Transamerica Funds – Transamerica Jennison Growth

Transamerica Partners Portfolios – Transamerica Partners Large Growth Portfolio

Vanguard Morgan Growth Fund

Vanguard Fenway Funds – Vanguard Growth Equity Fund

Franklin K2 Alternative Strategies Fund

FUND OPTIONS AVAILABLE IN VARIABLE ANNUITY & INSURANCE PRODUCTS

Transamerica Series Trust – Transamerica Jennison Growth VP

John Hancock Trust – Capital Appreciation Trust

Metropolitan Series Fund, Inc. – Jennison Growth Portfolio

Ohio National Fund, Inc. – Capital Appreciation Portfolio

Pacific Select Fund – Health Sciences Portfolio

Columbia Funds Variable Series Trust II – Variable Portfolio - Jennison Mid Cap Growth Fund

B. Prudential Proprietary Mutual Funds and Annuities

MUTUAL FUNDS

All funds in the Advanced Series Trust Fund Family

All funds in the Prudential Jennison Fund Family

All funds in The Prudential Series Fund Family

Prudential’s Gibraltar Fund, Inc.

VARIABLE ANNUITIES

The Prudential Variable Contract Account - 2

The Prudential Variable Contract Account - 10

This Exhibit D may change from time to time and may not always be up-to-date. If you are not sure whether or not you either hold or anticipate purchasing a mutual fund that is either managed by Jennison and Prudential, or is a variable annuity, please contact Compliance.

Last update October 31, 2013.

Section 14

CODE OF ETHICS

In accordance with Rule 204A-1 of the Investment Advisors Act of 1940, The London Company (“TLC”) requires that all employees follow a standard of business conduct, as set out in this Code of Ethics (the “Code”). The Code is distributed to all new employees as part of the new hire process, and on an annual basis thereafter. Each employee must acknowledge the receipt of the Code by signing and returning the Annual Employee Certification form. By signing this form, employees acknowledge not only the receipt of the Code, but also that he or she has read, understands and agrees to comply with all provisions of the Code.

TLC places a high value on ethical conduct based on the fundamental principles of openness, integrity, honesty and trust. All employees are challenged to act not only by the terms of the law, but with sound moral standards. As an investment manager, we owe a fiduciary duty to our clients and therefore must place their interests ahead of our own. All employees must avoid any conduct which could create a potential conflict of interest, and must ensure that their personal securities transactions do not interfere with the clients’ portfolio transactions and that they do not take inappropriate advantage of their positions. By following these principles, our actions will easily fall within a high standard of business conduct. We are committed to maintaining these standards and, as such, have adopted strict policies to ensure that everyone adheres to them.

I.	SECURITIES LAWS

TLC requires that all employees comply with all applicable securities laws. Ignorance of the law does not preclude one from adhering to it. Should any employee violate current law, they will be subject to immediate termination.

II.

INSIDER TRADING

No TLC employee may trade - either personally or on behalf of others - while in possession of material non-public information. Employees may not communicate material non-public information to others.

III.

CLIENT PRIORITY

Our first duty is to our clients. All employees are expected to protect client information, securities transactions and holdings. Employees must remember that all investment opportunities are offered first to clients.

IV.

MATERIAL NON-PUBLIC INFORMATION

Overview

Many types of information may be considered material, including but not limited to the advance knowledge of: dividend or earnings announcements, asset write-downs or write-offs, additions to reserves for bad debts or contingent liabilities, expansion or curtailment of company or major division operations, merger or joint venture announcements, new product/service announcements, discovery or research developments, investigations and indictments, pending labor disputes, debt service or

liquidity problems, bankruptcy or insolvency problems, tender offers and stock repurchase plans, and recapitalization plans. Information provided by a company could be material because of its expected effect on a particular class of securities, all of a company’s securities, the securities of another company, or the securities of several companies. The prohibition against misusing Material Non-public Information applies to all types of financial instruments including, but not limited to: stocks, bonds, warrants, options, futures, forwards, swaps, commercial paper and government-issued securities. Material information need not relate to a company’s business. For example, information about the contents of an upcoming newspaper article may affect the price of a security and therefore would be considered material. Employees should consult with the CCO if there is any question as to whether non-public information is material.

Distribution of Non-Public Information

Once information has been effectively distributed to the investing public, it is no longer non-public. However, the distribution of Material Non-Public Information must occur through commonly recognized channels for the classification to change. In addition, there must be adequate time for the public to receive and digest the information. Non-public information does not change to public information solely by selective dissemination. Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving Material Non-Public Information. Employees should consult with the CCO if there is any question as to whether material information is non-public.

Penalties for Trading on Material Non-Public Information

Severe penalties exist for firms and individuals that engage in Insider Trading, including civil injunctions, disgorgement of profits and jail sentences. Fines for Insider Trading may be levied against individuals and companies in amounts up to three times the profit gains or loss avoided. London Company will not protect employees found guilty of insider trading.

Procedures for Recipients of Material Non-Public Information

If an employee has questions as to whether they are in possession of Material Non-Public Information, they should inform the CCO as soon as possible. The CCO will conduct research to determine if the information is likely to be considered material, and whether the information has been publicly disseminated.

Given the severe penalties imposed on individuals and firms engaging in Insider Trading, employees must:

report the potential receipt of Material Non-Public Information to the CCO immediately upon discovery

cease trading the securities of any company about which they may possess Material Non-Public Information

avoid discussions regarding any potential Material Non-Public Information with colleagues, except as specifically required by their position

avoid conducting research, trading, or other investment activities regarding a security for which they may have Material Non-Public Information until the CCO dictates an appropriate course of action.

If the CCO determines that the information is material and non-public, the CCO will prepare a written memorandum describing the information, its source, and the date that the information was received. TLC will not place any trades in securities for which it has Material Non-Public Information. Depending on the relevant facts and circumstances, the CCO may also take some or all of the following steps:

review TLC’s Insider Trading policies and procedures with the affected individual(s)

ask the affected individual(s) to execute written agreements that they will not disclose the potentially Material Non-Public Information to others, including colleagues

ask the affected individual(s) to sign certifications periodically state that they have not improperly shared the information

review TLC’s Insider Trading policies and procedures with all employees

conduct key word searches of all employees’ emails for the information in question

Trading in affected securities may resume, and other responses may be adjusted or eliminated, when the CCO determines that the information has become public and/or immaterial. At such time, the CCO will amend the memorandum noted above to indicate the date that trading was allowed to resume and the reason for the resumption.

Selective Disclosure

Non-public information about TLC’s investment strategies, trading, and client holdings may not be shared with third parties except as is necessary to implement investment decisions and conduct other legitimate business. Employees must never disclose proposed or pending trades or other sensitive information to any third party without the prior approval of the CCO. Federal Securities Laws may prohibit the dissemination of such information, and doing so may be considered a violation of the fiduciary duty that TLC owes to its Clients.

Rumors

Creating or passing false rumors with the intent to manipulate securities prices or markets may violate the antifraud provisions of Federal Securities Laws. Such conduct is contradictory to TLC’s Code of Ethics, as well as the Company’s expectations regarding

appropriate behavior of its employees. Employees are prohibited from knowingly circulating false information, rumors or sensational information that might reasonably be expected to affect market conditions for one or more securities, sectors, or markets, or improperly influencing any person or entity.

V.	EMPLOYEES

Definition

Employees with privileged information about client transactions and holdings are considered Access Persons. As such, they are subject to additional reporting requirements over employees with no access to the same information. An employee has access to nonpublic information regarding clients’ purchase or sale of securities and is either involved in making securities recommendations to clients or has access to such recommendations. This includes those who have access to nonpublic information regarding the portfolio holdings of an affiliated mutual fund. Given that London Company’s primary business is providing investment advice, all employees are considered to be access persons.

List of Employees

The Chief Compliance Officer (“CCO”) maintains a list of employees, which is updated periodically. Any employee that became an employee during the reporting quarter will be required to submit reports as itemized in the Code.

VI.

PERSONAL SECURITIES TRANSACTION REPORTING PROCEDURES

Request for Personal Trading Information

On a quarterly basis, the CCO or designee will send a request to all employees to provide a list of personal trades from the previous quarter (Quarterly Employee Certification). The list shall include all reportable securities, as described below, for all personal accounts and accounts of family members living in the same household. The completed form is to be returned within 30 days after the end of each prior calendar quarter. The employee will certify, by providing their signature on the form, that all transactions are included on the quarterly transaction report.

Brokerage account statements or trade confirmations are required and may be accomplished by having TLC set up for duplicate statements at the custodian. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, employees may submit a transactions report containing the missing information as a supplement to the statement or confirmation.

Reportable Securities

A “reportable security” is any security as defined in Advisers Act Section 202(a)(18) and Company Act Section 2(a)(36) except as defined below:

securities purchased through automatic investment plans

securities held in accounts where the employee has no direct or indirect control

securities that present little opportunity for improper trading, such as

open-end mutual funds not sub-advised by London Company. Funds sub-advised by London Company require pre-clearance

closed-end exchange-traded funds (ETF)

direct obligations of the U.S. government

money market funds and money market instruments (such as bankers’ acceptance, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments)

unit investment trusts invested exclusively in open-end mutual funds

Review

The CCO or designee will review and retain records of employee trades. The Principal will review the CCO’s personal trades. The CCO or designee will use employee reports to:

assess whether the employee followed any required internal procedures

analyze trading patterns that indicate abuse, including market timing

assess whether the employee is trading the same securities in his own account, as are being traded for clients, and if so, whether the clients are receiving terms at least as favorable as the employee

investigate any substantial disparities between the quality of investment performance the employee achieves for his own account versus the performance of clients

investigate any substantial disparities between the percentage of trades that are profitable when the employee trades for his own account versus the profitability for the clients

Violations

If the CCO finds any violations of our employee trading policies, the following actions will be taken:

First Violation: Employee will be notified of the violation and reminded of the personal trading policy. The employee will be required to sign, date and return a copy of the memo as proof of notification.

Second Violation: A letter will be sent to the employee, highlighting the personal trading policy and stating that the 3 ^rd offense could result in termination. The employee will be required to sign, date and return a copy of the memo as proof of notification.

Third Violation: The employee may be terminated, as approved by the Principal.

VII.

REQUEST FOR EMPLOYEE HOLDINGS

The CCO or designee will request that all employees provide all personal holdings as of year-end. The list must include all reportable securities (described below) for all personal accounts and accounts of family members living in the same household. This report is due within 45 days after the end of the calendar year.

Brokerage statements containing all required information may be substituted for the Holdings Report Form, if submitted timely manner. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a holdings report containing the missing information as a supplement to the statement or confirmation.

New employees must provide initial holdings within the first 10 days of employment. Non-employees must provide their current holdings within 10 days of becoming an employee.

•

Holdings must reflect those as of a date not more than 45 days before the report is submitted.

•

The employee will certify that all of their personal and immediate family holdings are included by their signature on the annual or initial holdings report.

•

The CCO or designee will review and retain records of the annual holding reports.

VIII.

PERSONAL TRADING POLICY AND PROCEDURES

Personal Trading Policy

An employee may not purchase or sell a reportable security for any personal or household account unless he or she receives pre-clearance from the CCO or their designee. Such requests will be reviewed on a case-by-case basis. Additionally, investing in IPOs or Private Placements is prohibited, except as provided below. The CCO may permit an employee to make a personal transaction in a Reportable Security provided that the employee:

is a newly hired employee with legacy assets

owns reportable securities purchased prior to the effective date of this policy

inherits assets from an unrelated account

has a situation in which the transaction would not have an adverse impact on clients

If an employee opts to sign an Investment Advisory Agreement with the firm, then their account is no longer considered a personal account, but rather a discretionary client account. The account will then be traded as part of the rotation schedule. No deviations from the standard trading for the product can be made in the account. Such accounts will be reviewed by the CCO monthly to ensure that all trading activity and performance is in line with non-employee client accounts.

Pre-clearance

Personal trades in reportable securities may not be placed until researched by the Portfolio Manager and authorized by the CCO or their designee (reference appendix vi. ). The pre-clearance is valid only for the day for which it is approved and the security may only be transacted at the end of the client trade rotation for that day. If the employee wishes to trade on different day, an updated authorization must be obtained.

IX.

SHORT-SWING TRADING AND MARKET TIMING

Employees may not profit from the purchase and sale or sale and purchase of a security within a 30 calendar day period, unless the transaction was authorized by the CCO.

GIFTS

No employee shall accept a gift or other thing with a value of more than $100 from any person or entity that does business with, or on behalf of, TLC, without CCO approval. In addition, an employee who receives an unsolicited gift or a gift with an unclear status under this section shall promptly notify the CCO and only accept the gift upon written approval of the CCO. In addition, no employee shall give a gift or other thing with a value of more than $100 to any person or entity that does business with, or on behalf of, TLC. Employees are permitted to give charitable donations in an amount greater than $100, but are prohibited from doing so with the intent of influencing such charities to become clients.

XI.

POLITICAL CONTRIBUTIONS

Overview

While covered persons are encouraged to participate and vote in all federal, state and local elections, no political contribution of corporate funds to any political candidate or party (or other organization that might use the contribution for a political candidate or party) or use of corporate property, services or other assets may be made. These prohibitions cover not only direct contributions but also indirect assistance or support of candidates or political parties through the purchase of tickets to special dinners or other fund raising events, or the furnishing of any other goods, services or equipment to political parties or committees.

Policy for Employees

You are permitted to pursue legitimate political activities and to make political contributions to the extent permitted under U.S. law. However, you are prohibited

from making contributions to U.S. state or local officials or candidates for state or local office if those contributions are intended to influence the award or retention of municipal finance business or any other business.

You may not circumvent these rules, and the guidelines below, by having your spouse or other member of your household make a contribution on your behalf.

Background

SEC Rule 206(4)-5 governs political contributions made by investment advisory firms registered under the Investment Advisers Act, as well as their associated persons. The rule provides for a two-year “ time-out ” period for an investment adviser or a “covered associate” of the adviser following contributions made to an official of a government entity who is in a position to influence the award of the government entity’s business. As such, the adviser is prohibited from receiving compensation for providing advisory services to that government entity for two-year period thereafter (“time-out” period).

A “contribution” is defined as any gift, subscription, loan, advance or deposit of money or anything of value made for the purpose of influencing any election for federal, state or local office; the payment of debt incurred in connection with any such election, and; transition or inaugural expenses incurred by a successful candidate for state or local office.

For the purpose of TLC’s policy regarding political contributions, a “covered person” of an investment adviser is defined as any:

•

General partner, managing member, executive officer or other individual with a similar status or function;

•

Employee who solicits a government entity for the investment adviser (and any person who supervises, directly or indirectly, such an employee);

•

Political Action Committee (“PAC”) controlled by the investment adviser or by any of its covered associates. A PAC is a private group organized to elect political candidates or to advance the outcome of a political issue or legislation.

Exceptions to the “time-out” provision

A covered associate of an adviser that is a natural person, is permitted to contribute (i) up to $350 to an official per election (with primary and general elections counting separately) if the covered associate was entitled to vote for the official at the time of the contribution, and; (ii) up to $150 to an official per election (with primary and general elections counting separately), if the covered associate was not entitled to vote for the official at the time of the contribution.

Recordkeeping Requirement

The records of contributions and payments must be kept in chronological order, identifying each contributor and recipient, the amounts and dates of each contribution or payment, and whether the contribution or payment was subject

to the exemption for certain returned contributions pursuant to the Rule. These records must be maintained for six (6) years with the most recent two (2) years in an easily accessible location

A list of the names, titles and business and residential addresses of all covered associates

A list of all government entities to which The London Company provides or has provided investment advisory services, or which are, or were, investors in any covered investment pool to which TLC provides or has provided investment advisory services, as applicable, in the past five years (but not prior to September 13, 2010)

All direct or indirect contributions made by TLC or any covered associates to an official of a government entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a political action committee

The name and business address of each regulated person to whom TLC provides or agrees to provide, directly or indirectly, payment to solicit a government entity for investment advisory services, on its behalf.

Responsibility

The CCO has the responsibility for implementing and monitoring our policies and insuring consistency with regulatory requirements. The CCO has the responsibility for reviewing and approving any political contributions. The CCO is also responsible for maintaining, as part of the TLC’s books and records, with a record of reviews and approvals in accordance with applicable recordkeeping requirements.

Procedure

All employees are required to pre-clear each and every political contribution and solicitation activity on behalf of a U.S. federal, state, local or U.S. territorial political candidate, official, party committee, organization or ballot measure committee using the Political Contribution Pre-clearance Request form.

Employees will not be reimbursed for political contributions. Violations of this policy can impair TLC’s ability to do business in certain jurisdictions.

XII.

Outside Business Activities

Employees are prohibited from engaging in outside business activities without the prior written approval of the CCO. Approval will be granted on a case-by-case basis, subject to careful consideration of potential conflicts of interest, disclosure obligations, and any other relevant regulatory issues (reference A ppendix ix ).

XIII.

Borrowing From and Loans to Clients

Neither the Firm nor its employees shall borrow money or securities from, or lend money or securities to clients. Firm supervisory officers and employees shall monitor this as part of their day-to-day responsibilities.

XI.

Reporting Violations

•

All violations of the Code of Ethics must be reported immediately to the CCO upon discovery.

•

Employees are expected to self-report if they have committed a violation.

•

To help prevent retaliation, violations may be reported anonymously. Should retaliation occur against a reporting employee, the person retaliating will be considered in further violation of the Code and appropriate measures will be taken.

XIV.

Document Maintenance and Review

Copies of the Code, records of violations and actions taken, copies of receipt of the Code by employees, names of employees, holdings and transactions of employees and documentation of decisions approving trades such as Pre-Clearance forms will be maintained by the CCO.

•

All records will be maintained for 5 years in an easily accessible location, including those of employees who are no longer considered employees or those individuals who have left the firm or been terminated. The most recent 2 years will be held on site.

•

All records will be held in hard copy format until such time as it becomes burdensome or technology permits electronic maintenance.

•

The CCO will review and amend the Code as needed.

XV.

DISCLOSURE

A summary description of the Code is included in ADV Part 2, along with instructions on how to request a full copy. A full copy of the Code will be provided (or a summary of changes will be provided) annually to clients within 120 days after calendar year end and furnished 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:

October 16, 2013

- 1 -

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	6
4.	SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING	7
4.1.	Preclearance	7
4.2.	Good Until Canceled and Limit Orders	9
4.3.	Short Term Trading Profits	9
4.4.	Restrictions on Round Trip Transactions in Loomis Advised Funds	9
4.5.	Derivatives	10
4.6.	Short Sales	10
4.7.	Competing with Client Trades	10
4.8.	Large Cap/De Minimis Exemption	11
4.9.	Investment Person Seven-Day Blackout Rule	11
4.10.	Research Analyst Three-Day Blackout Before a Recommendation	13
4.11.	Access Person Seven-Day Blackout After Recommendation Change	13
4.12.	Initial Public Offerings	13
4.13.	Private Placement Transactions	13
4.14.	Exemptions Granted by the Chief Compliance Officer	14
5.	PROHIBITED OR RESTRICTED ACTIVITIES	14
5.1.	Public Company Board Service and Other Affiliations	14
5.2.	Participation in Investment Clubs and Private Pooled Vehicles	15
6.	REPORTING REQUIREMENTS	15
6.1.	Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code	15
6.2.	Brokerage Confirmations and Brokerage Account Statements	16
6.3.	Quarterly Transaction Reporting and Account Disclosure	16
6.4.	Annual Reporting	17
6.5.	Review of Reports by Chief Compliance Officer	18
6.6.	Internal Reporting of Violations to the Chief Compliance Officer	18
7.	SANCTIONS	18
8.	RECORDKEEPING REQUIREMENTS	19
9.	MISCELLANEOUS	20
9.1.	Confidentiality	20
9.2.	Disclosure of Client Trading Knowledge	20
9.3.	Notice to Access Persons, Investment Persons and Research Analysts as to Status	20
9.4.	Notice to Personal Trading Compliance of Engagement of Independent Contractors	20
9.5.	Questions and Educational Materials	20

- 2 -

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 Loomis Sayles’ 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 “1940 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

- 3 -

reports or statements concerning trading activity, or by opening an account with a non- Select Broker .

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 . Please do not guess at the answer.

Personal Trading Compliance , the Chief Compliance Officer and the 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 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 any open-ended or closed-end funds 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 that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds 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

- 4 -


		restrictions. Additionally, Exhibit One distinguishes between those funds that are subject to reporting *only* under the Code (all Reportable Funds) and those that are subject to *both* reporting 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) (“ Exempt ETFs ”), including options on such underlying ETFs, and the underlying index of the ETF, are exempt from certain provisions of the Code. 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.

Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from preclearance.

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 4.13 and 5.2.

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;

- 5 -

•

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 .”



Explanatory Note:		All accounts 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 to this Code 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)

•

The existence and/or exercise of a power of attorney over an account

Please see Exhibit Four to this Code 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

- 6 -

to maintain such accounts at one of the following firms: Bank of America/Merrill Lynch, Charles Schwab, E*TRADE, Fidelity Investments, Morgan Stanley Smith Barney, TD Ameritrade, Scottrade, UBS, 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.

Accounts in which the Access Person only has either Investment Control or Beneficial Ownership ; certain retirement accounts with an Access Person’s prior employer; and/or the retirement accounts of an Access Person’s spouse; may be maintained with a firm other than the Select Brokers with the approval of Personal Trading Compliance or the Chief Compliance Officer . 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 foreign residence are not required to maintain their personal accounts with a Select Broker . However, such Access Persons who have personal accounts that hold or can hold Covered Securities , including Reportable Funds in which they have direct or indirect Investment Control and/or Beneficial Ownership , are responsible for ensuring that Personal Trading Compliance receives duplicate confirms and statements in a timely fashion. All of the remaining requirements and restrictions of the Code apply to Access Persons with a foreign residence.



Explanatory Note:		While certain accounts may be granted an exemption from certain provisions of the Code, inclusive of the Select Broker requirement (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, etc.), such accounts 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). 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.

Preclearance

Each Access Person must pre-clear through the PTA Preclearance 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

- 7 -

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 preclearance requirement include, but are not limited to: Open-ended mutual funds including Reportable Funds , 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:		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 preclearance as detailed under Sections 4.12, 4.13 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 ), including options on such underlying ETFs, and the underlying index of the ETF, are exempt from the preclearance and trading restrictions set forth in Sections 4.1, 4.3, 4.6, 4.7, 4.9, 4.10 and 4.11 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 preclearance 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 preclearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance extends the preclearance 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 “preclearance” will lapse and the Access Person may not trade without again seeking and obtaining preclearance of the intended trade.

For Access Persons with a U.S. residence, preclearance 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 foreign residence will be given separate preclearance guidelines instructing them on the availability of PTA and Personal Trading Compliance support hours.

If after preclearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained preclearance 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 preclearance must consider the preclearance 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 transactions.

- 8 -

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 preclearance 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 preclearance 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 Fidelity brokerage account 1234 today, that Access Person would not be allowed to buy shares of ABC in Charles Schwab IRA account 4567 at a profit (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

- 9 -

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 preclear 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 do not require preclearance. 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.

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 preclearance will be denied if:

- 10 -

•

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 Covered Security is on the Loomis Sayles “Restricted List” or “Concentration List” (or such other trading restriction list as Loomis Sayles, may from time to time establish).

For those transactions pre-cleared through the PTA System, such system will have the information necessary to deny preclearance if any of these situations apply. Therefore, 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 preclearance you received is null and void. For Covered Securities requiring manual preclearance (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 preclearance 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 preclearance 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 preclearance 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

- 11 -



		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 effect 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 any 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 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 effect trades in their personal account if they have prior knowledge of any Loomis Sayles client trade activity that could potentially cause harm to clients or by which the Access Person could potentially benefit. The personal trade activity of all *Access Persons* is monitored by *Personal Trading Compliance* for potential conflicts with client account trading activity.

- 12 -

4.10.

Research Analyst Three-Day Blackout Before a Recommendation

During the three (3) business day period before a Research Analyst issues a Recommendation on a Covered Security , that Research Analyst may not purchase or sell Covered Securities of that same issuer.


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 a *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. 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. In such cases, an exception to the Research Analyst 3-Day Blackout Rule will be granted upon approval by the *Chief Compliance Officer* .

4.11.

Access Person Seven-Day Blackout After Recommendation Change

During the seven (7) calendar day period after a Recommendation is issued for a Covered Security , no Access Person may purchase or sell Covered Securities of that same issuer . A request to pre-clear a transaction in a Covered Security will be denied if there has been a Recommendation published for the issuer of such Covered Security during the past seven (7) calendar days.


Explanatory Note:		The date of issuance for a given recommendation is deemed to be day zero. 7 full days must pass before an *Access Person* can trade in a *Covered Security* of that same issuer. In addition, a bond recommendation change will restrict an employee’s interest in purchasing the equity securities of the same issuer, and vice versa.

4.12.

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 .

4.13.

Private Placement Transactions

No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction 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. Private Placement

- 13 -

investments include hedge funds. A Private Placement investment approval can be obtained by completing an automated Private Placement Preclearance 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 an approved Private Placement , must receive preclearance 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 preclearance request for subsequent trade activity in a Private Placement, Access Persons must complete the automated Private Placement Preclearance 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.

4.14.

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, preclearance 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, inside information and other compliance and business issues, the firm 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.

- 14 -

An Outside Business Activity approval can be obtained by completing an automated Outside Business Activity Approval 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.



Explanatory Note:		Loomis Sayles treats all of its employees as *Access Persons* . Therefore, you

- 15 -



		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. 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.

Upon becoming an Access Person, each Access Person will receive a copy of the Code. 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 Code and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of the Code.

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 the account has been granted an exemption to the Code’s Select Broker requirements 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 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 and statements promptly. 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 met their 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 Persons responsibility to accurately review and certify their quarterly transaction and annual holdings reports and to notify *Personal Trading Compliance* if there are any discrepancies.

6.3.

Quarterly Transaction Reporting and Account Disclosure

Utilizing the PTA System, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds ) made during each

- 16 -

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 subject to annual reporting only. 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 effected. 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 opened or closed during the 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

- 17 -

Trading Policies and Procedures, and policies and procedures on political contributions found in 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.

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 immediately, 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 and 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 and 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.

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.

- 18 -

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 preclearance 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 receipt of the Code;

•

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* .

- 19 -

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 Covered Securities transactions on behalf of the client of Loomis Sayles.

9.3.

Notice to Access Persons, Investment Persons and Research Analysts as to 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 Supervisor 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 person engaging 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 consultant, temporary employee, intern or independent contractor, if at all.

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, about your legal and ethical responsibilities or about 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 a

- 20 -

Code of Ethics and Fiduciary Duty tutorial designed to educate Access Persons on their responsibilities under the Code.

- 21 -

GLOSSARY OF TERMS

The boldface terms used throughout this policy have the following meanings:

“ 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:

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;

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

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.

“ 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).

“ Beneficial Ownership ” is defined in Section 3.2 of the Code.

“ 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

- 1 -

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 .

“ Exempt ETF ” is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two.

“ 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.

“ 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.

“ 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.

“ 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.

10.

“ 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 .

11.

“ 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 preclearance

- 2 -

or quarterly reporting requirements under the Code.

12.

“ 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 .

13.

“ 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.

14.

“ Recommendation ” means any initial rating or change therein, in the case of an equity Covered Security, or any initial rating or status, or change therein in the case of a fixed income Covered Security in either case issued by a Research Analyst .

15.

“ Reportable Fund ” is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One .

16.

“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 .

17.

“ 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 .

18.

“ Covered Security ” is defined in Section 3.1 of the Code.

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, i.e. making changes to existing positions or asset allocations within the Loomis Sayles retirement plans, sending a check or wire to the Transfer Agent of a Reportable Fund , and buying or selling shares of a Reportable Fund in a brokerage account or direct account held with the applicable fund’s Transfer Agent. Volitional transactions are subject to the preclearance and reporting requirements under the Code.

- 3 -

LOGO

MFS Investment Management Code of Ethics


Owner(s): Chief Compliance Officer Conflicts Officer		Effective Date : November 22, 2013 Last Review Date : November 7, 2013

		Replaces Policy Version Dated: March 27, 2012
Contact Persons: codeofethics@mfs.com Liz Hurley, Compliance Manager ext. 55836 Jenn Lentz, Compliance Consultant ext. 56588 Katerina Kritikos, Assistant Compliance Consultant ext. 55837 Oversight Committee: Ethics Oversight Committee Applicability: All employees of MFS and its subsidiaries

At the direction of the MFS Code of Ethics Oversight Committee (the “Committee”), the above listed personnel and the MFS Investment Management Compliance Department in general, are responsible for implementing, monitoring, amending and interpreting this Code of Ethics.

Page | 1


Table of Contents

Overview and Scope			4

Statement of General Fiduciary Principles			5

Definitions			6

Procedural Requirements of the Code Applicable to MFS Employees			9

Use of Required Brokers			10

Reportable Funds Transactions and Holdings			10

Disclosure of Employee Related Accounts and Holdings			11

Transactions Reporting Requirements			11

Discretionary Authorization			12

Excessive Trading			12

Use of MFS Proprietary Information			12

Futures and Related Options on Covered Securities			13

Initial Public Offering			13

Investment Clubs and Investment Contests			13

Trading Provisions, Restrictions and Prohibitions			13

Preclearance			13

Private Placements			15

Initial Public Offerings			15

Restricted Securities			16

Short-Term Trading			16

Selling Short			16

Service as a Director			16

Trading Requirements Applicable to Research Analysts, Research Associates and Portfolio Managers			17

Administration and Enforcement of the Code of Ethics			18

Beneficial Ownership and Control			Exhibit A

Reporting Obligations			Exhibit B

Specific Country Requirements			Exhibit C

Access Categorization of MFS Business Units			Exhibit D

Page | 2

The following related policies and information can be viewed on DIVA or on @mfs under Employee Resources>Company Policies. Policies are also available on the Compliance Department’s intranet site (unless otherwise noted).

MFS Inside Information Policy

MFS Inside Information Procedures

MFS Code of Business Conduct

The Code of Ethics for Personal Trading and Conduct for Non-Management Directors

The Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds

MFS Policy of Handling Complaints

MFS-SLF Ethical Wall Policy

Current list of MFS’ direct and indirect subsidiaries (located on the Legal Department intranet site)

Current list of funds for which MFS acts as adviser, sub-adviser or principal underwriter (“Reportable Funds”)

Information Security Policy

Antitrust Policy

Anticorruption Policy

Political Contributions and Activity Policy

Social Media Policy

Note: The related policies and information are subject to change from time to time.

Page | 3

Overview and Scope

The MFS Investment Management Code of Ethics (the “Code”) applies to Massachusetts Financial Services Company as well as all of its direct and indirect subsidiaries (collectively, the “MFS Companies”), and is designed to comply with applicable U.S. federal securities laws. The MFS Compliance Department, under the direction of MFS’ Chief Compliance Officer and the Code of Ethics Oversight Committee (the “Committee”), administers the Code.

The provisions of the Code apply to MFS “Employees” wherever located and other persons as designated by the Committee, as detailed on page 6 in Part II of the Definitions section of the Code. In certain non-U.S. countries, local laws or customs may impose requirements in addition to those imposed by the Code. MFS Employees residing in a country identified in Exhibit C are subject to the applicable requirements set forth in Exhibit C, as updated from time to time. The Code complements MFS’ Code of Business Conduct. As an Employee of MFS, you must follow MFS’ Code of Business Conduct, and any other firm-wide or department-specific policies and procedures.

This Code does not apply to directors of MFS who are not also MFS Employees (“MFS Non-Management Directors”) or Trustees of MFS’ sponsored SEC registered funds who are not also Employees of MFS (“Fund Non-Management Trustees”). MFS Non-Management Directors and Fund Non-Management Trustees are subject to the Code of Ethics for Personal Trading and Conduct for Non-Management Directors and the Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds, respectively. MFS Employees must be familiar with the Role Limitations and Information Barrier Procedures of these separate codes of ethics. In addition, MFS Employees must understand and comply with the MFS-SLF Ethical Wall Policy.

The Code is structured as follows:

•

Section I identifies the general purpose of the Code.

•

Section II defines Employee classifications, Employee Related Accounts, Covered Securities and other defined terms used in the Code.

•

Section III details the procedural requirements of the Code which are applicable to MFS Employees.

•

Section IV identifies the trading provisions and restrictions of the Code which are applicable to Access Persons and Investment Personnel (as defined in Section II).

•

Section V details specific trading prohibitions applicable to Research Analysts, Research Associates and Portfolio Managers.

•

Section VI outlines the administration of the Code, including the imposition and administration of sanctions.

•

Exhibit A provides additional guidance and examples of beneficial ownership and control.

•

Exhibit B details the specific reporting obligations for Employees.

Page | 4

I.	Statement of General Fiduciary Principles

The MFS Investment Advisers and its subsidiaries owe a fiduciary duty to their advisory clients. MFS Heritage Trust Company (“MHTC”) officers providing investment advice to the Collective Investment Trusts (“CITs”) owe a fiduciary obligation to the CITs. All MFS Employees have an obligation to conduct themselves in accordance with the following principles:

•

You have a fiduciary duty at all times to avoid placing your personal interests ahead of the interests of MFS’ Clients;

•

You have a duty to attempt to avoid actual and potential conflicts of interest between personal activities and MFS’ Clients’ activities; and

•

You must not take advantage of your position at MFS to misappropriate investment opportunities from MFS’ Clients.

As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest(s) with MFS’ Clients or abuse of your position of trust and responsibility.

MFS considers personal trading to be a privilege, not a right . When making personal investment decisions, you must exercise extreme care to ensure that the prohibitions of this Code are not violated. You should conduct your personal investing in such a manner that will eliminate the possibility that your time and attention are devoted to your personal investments at the expense of time and attention that should be devoted to your duties at MFS.

In connection with general conduct and personal trading activities, employees (as defined on page 6 in Section II of the Code) must refrain from any acts with respect to MFS’ Clients, which would be in conflict with MFS’ Clients or cause a violation of applicable securities laws, such as:

•

Employing any device, scheme or artifice to defraud;

•

Making any untrue statement of a material fact to an MFS Client, or omitting to state a material fact to a client necessary in order to make the statement not misleading;

•

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit; or

•

Engaging in any manipulative practice.

It is not possible for the Code to address every situation involving MFS Employees’ personal trading. The Committee is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases with the view of placing MFS’ Clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of the Code will not automatically

Page | 5

insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any MFS Client.

II.

Definitions

The definitions are designed to help you understand the application of the Code to MFS Employees, and in particular, your situation. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. Please contact the Compliance Department if you have any questions. Please refer back to these definitions as you read the Code.

Categories of Personnel.

Investment Personnel means and includes:

Employees in the Equity and Fixed Income Departments, including portfolio managers, research analysts, research associates, traders, support staff, etc; and

Other persons designated as Investment Personnel by MFS’ Chief Compliance Officer (“CCO”), MFS’ Conflicts Officer (“Conflicts Officer”) or their designee(s), or the Committee.

Portfolio Managers are Employees who are primarily responsible for the day-to-day management of a portfolio or discrete portion of any portfolio. Research Analysts (defined below) are deemed to be Portfolio Managers with respect to any portfolio or discrete portion of any portfolio managed collectively by a committee of Research Analysts (e.g . , MFS Research Fund).

Research Analysts are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any portfolio or discrete portion of any portfolio.

Research Associates are Employees that support Research Analysts and Portfolio Managers by analyzing and presenting information.

Access Persons are those Employees, who, (i) in the ordinary course of their regular duties, make, participate in or obtain information regarding the purchase or sale of securities by any MFS Client; (ii) have access to nonpublic information regarding any MFS Client’s purchase or sale of securities; (iii) have access to nonpublic information regarding the portfolio holdings of any MFS Client; (iv) have involvement in making securities recommendations to any MFS Client or have access to such recommendations that are nonpublic; or (v) have otherwise been designated as Access Persons by the CCO, the Conflicts Officer or their designee(s), or the Committee. All Investment Personnel (including Portfolio Managers and Research Analysts) are also Access Persons.

Page | 6

Please see Exhibit D for the Access Person designations of MFS’ Employees.

Non-Access Persons are MFS Employees who are not categorized as Access Persons or Investment Personnel.

MFS Employees, or Employee, is all officers, directors (excluding non-management directors) and employees of the MFS Companies, and such other persons as designated by the Committee.

FINRA Affiliated Person is an Employee who is also associated with a FINRA-member firm, or licensed by FINRA.

Covered Person means a person subject to the provisions of this Code. This includes MFS Employees and their related persons, such as spouses and minor children, as well as other persons designated by the CCO or Conflicts Officer, or their designee(s), or the Committee (who, as the case may be, shall be treated as MFS Employees, Access Persons, Non-Access Persons, Portfolio Managers or Research Analysts, as designated by the CCO or Conflicts Officer, or their designees(s), or the Committee). Such persons may include fund officers, consultants, contractors and employees of Sun Life Financial Inc. providing services to MFS.

Accounts are all brokerage accounts (excluding 529 Plans) and Reportable Fund accounts.

Employee Related Account of any person covered under this Code includes but is not limited to:

The Employee’s own Accounts and Accounts “beneficially owned” by the Employee as described below;

The Employee’s spouse/domestic partner’s Accounts and the Accounts of minor children and other relatives living in the Employee’s household;

Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in the Employee’s household have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and

Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner or other relatives living in the Employee’s household exercises investment discretion or direct or indirect influence or control. For purposes of this definition “direct or indirect influence or control” includes the ability of the Employee to amend or terminate the applicable investment management agreement.

See Exhibit A for a more detailed discussion of beneficial ownership and control. For additional guidance in determining beneficial ownership and control, contact the Compliance Department.

Page | 7

Any person subject to this Code is responsible for compliance with these rules with respect to any Employee Related Account, as applicable.

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. This includes a dividend reinvestment plan and payroll and MFS contributions to the MFS retirement plans.

CCO means MFS’ Chief Compliance Officer.

Committee means the Code of Ethics Oversight Committee.

Conflicts Officer means MFS’ Conflicts Officer.

Covered Securities are generally all securities. See Exhibit E for application of the Code to the various security types and for a list of securities which are not Covered Securities.

IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or (if necessary) a foreign financial regulatory authority.

MFS Client includes any advisory client of the MFS Investment Advisers .

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. Examples of private placements include investments in private companies, hedge fund offerings, “crowd funding” / “crowd” source capital and other similar investments. If you are unsure whether the securities are issued in a private placement, you must consult with the Compliance Department).

Portfolio means any fund or account or any discrete portion of a fund or account of a MFS Client.

Investment Related Proprietary Information is information in which MFS has invested its own resources or soft dollars to acquire or develop and/or taken reasonable measures to keep confidential. It does not include information that is generally known or is readily ascertainable. Examples of Proprietary Information include, but are not limited to, internally developed research, research acquired with soft dollars, portfolio transactions and portfolio holdings.

Reportable Fund means any fund for which a MFS Company acts as investment adviser, sub-adviser or principal underwriter. Such funds include MFS’ retail funds, MFS Variable Insurance Trust, MFS Variable Insurance Trust II, MFS Institutional Trust, and funds for which MFS serves as sub-adviser, as well as MFS offshore funds (e.g., MFS Meridian Funds). See the PTA home page or compliance intranet site for a link to the list of Reportable Funds.

Page | 8

MFS Investment Advisers means MFS Investment Management, MFS Institutional Advisors, Inc., MFS Investment Management Canada Ltd., MFS International Ltd., MFS International (U.K.) Limited, MFS International Singapore Pte Ltd. and MFS Investment Management K.K.

III.

Procedural Requirements of the Code Applicable to MFS Employees (Non-Access Persons, Access Persons and Investment Personnel)

Compliance with Applicable Federal Securities Laws:

The MFS Companies are subject to extensive regulation. As an MFS Employee, you must comply not only with all applicable federal securities laws but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable federal securities laws. MFS Employees residing outside the U.S. must also comply with local securities laws (see Exhibit C for specific country requirements). In addition, MFS Employees must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of MFS Clients, whether or not covered by the provisions of this policy.

Reporting Violations:

MFS Employees are required to report any violation, whether their own or another individual’s, of the Code, Inside Information Policy and related procedures, Code of Business Conduct, MFS’ Business Gift and Entertainment Policy, Information Security Policy, Political Contributions and Activities Policy, Social Media Policy, Anticorruption Policy and Antitrust Policy and any amendments thereto (collectively, the “Conduct Policies”). Reports of violations other than your own may be made anonymously and confidentially to the MFS Corporate Ombudsman, as provided for in the MFS Policy of Handling Complaints. Alternatively, you may contact the CCO or the Conflicts Officer or their designee(s).

Certification of Receipt and Compliance:

Initial Certification (New Employee).

Within 10 calendar days of commencement of employment, each new MFS Employee must certify that they have read and understand the provisions of the Conduct Policies. This certification must be completed using the Code of Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using paper forms.

Quarterly Certification of Compliance.

On a quarterly basis, Employees will be expected to certify that they: (i) have been directed to electronic copies of the then current Conduct Policies; (ii) have read and understand the Conduct Policies and recognize that they

Page | 9

are subject to their requirements; and (iii) have complied with all applicable requirements of the Conduct Policies. This certification shall apply to all Employee Related Accounts, and must be completed using the Code of Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

Use of Required Brokers:

Employees located in the U.S. are required to maintain Employee Related Accounts at, and execute all transactions in Covered Securities through, one or more broker-dealers as determined by the Committee. (A list of required brokers is located on https://mfs.ptaconnect.com ). New Employees should initiate a transfer of Employee Related Accounts to one or more of the required brokers within 45 days of their hire date. Upon opening such an Account, Employees are required to disclose the Account to the Compliance Department. MFS Employees must also agree to allow the broker-dealer to provide the Compliance Department with electronic reports of Employee Related Accounts and transactions executed therein and to allow the Compliance Department to access all Account information. In addition, if the Compliance Department detects an Employee Related Account that was not reported by the Employee, the Compliance Department will request all statements since the Employee’s hire date.

Employees located in the U.S. are required to receive approval from the Committee to maintain an Employee Related Account with broker-dealers other than those on the required brokers list. Permission to open or maintain an Employee Related Account with a broker-dealer other than those on the list of approved brokers will not be granted or may be revoked if, among other things, transactions are not reported as described below in Transactions Reporting Requirements, Section III G. The Committee may grant or withhold approval to Employees to open or maintain an Employee Related Account with broker-dealers other than those on the required brokers list in its sole discretion. Employees should not have any expectation that the Committee will grant approval to open or maintain an Employee Related Account with any broker-dealer other than one on the required brokers list.

Reportable Funds Transactions and Holdings:

Employees are required to purchase and maintain investments in Reportable Funds sponsored by MFS through MFS, or another entity designated by MFS for Reportable Funds not available for sale in the U.S. Transactions and holdings in sub-advised Reportable Funds or Reportable Funds not available for sale in the U.S. must be reported as described in Sections III-F and III-G below. (See the PTA homepage and the compliance intranet site for a list of products sub-advised by MFS.)

Page | 10

In addition, MFS Employees are subject to the same policies against excessive trading that apply for all shareholders in Reportable Funds. These policies, which are described in the Reportable Funds’ prospectuses, are subject to change.

Disclosure of Employee Related Accounts and Holdings (for details on the specific reporting obligations, see Exhibit B):

Initial Report.

Each new Employee must disclose to the Compliance Department all Employee Related Accounts and all holdings in Covered Securities whether or not held in an Employee Related Account within 10 calendar days of their hire. This includes Covered Securities held directly with the transfer agent or in a dividend reinvestment plan. This report must be made using the Code of Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. Also, any Employee Related Accounts newly associated with an Employee, through marriage or any other life event, must be disclosed promptly but no later than prior to completion of the next Quarterly Certification..

Annual Update.

On an annual basis, Employees will be required to make an annual update of their Employee Related Accounts and all holdings in Covered Securities, whether or not held in an Employee Related Account. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to holdings in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

Transactions Reporting Requirements:

Each Employee must either report and/or verify all transactions in Covered Securities. Reports must show any purchases or sales for all Covered Securities whether or not executed in an Employee Related Account. Reports must show any purchases or sales for all Covered Securities. Employees must submit a quarterly report within 30 days of calendar quarter end even if they had no transactions in Covered Securities within the quarter. Reports must be submitted using the Code of Ethics system at https://mfs.ptaconnect.com . The Committee may, at its discretion, determine that this reporting requirement may

Page | 11

be fulfilled instead using a paper form. For purposes of this report, transactions in Covered Securities that are affected in Automatic Investment Plans need not be reported. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to transactions in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

Employees on Leave:

Active Employees who are on leave from MFS are still MFS Employees and as such are subject to the Code as well as to MFS’ other Conduct Policies. Active Employees on leave must continue to report holdings and transactions while on leave consistent with the requirements of Section III. Active Employees on leave will be required to preclear trades if such employees are Access Persons or Investment Personnel and to certify to their compliance for the period of their leave, including verification of transactions and holdings reports, upon their return to work. Inactive Employees who are no longer Access Persons under the Code will not be subject to the Code for the duration of such period of inactivity.

Discretionary Authorization:

Generally, Employees are prohibited from exercising discretion over Accounts in which they have no beneficial interest. Under limited circumstances, and only with prior written approval from the Compliance Department, an Employee may be permitted to exercise such discretion. In addition, Employees must receive prior written approval from the Compliance Department before: (i) assuming power of attorney related to financial or investment matters for any person or entity; or (ii) accepting a position on an investment committee for any entity. Further, Employees must notify the Compliance Department upon becoming an executor or trustee of an estate.

Excessive Trading:

Excessive or inappropriate trading that interferes with job performance or compromises the duty that MFS owes to MFS Clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Compliance Department and reported to senior management for review. A pattern of excessive trading may lead to disciplinary action under the Code.

Use of MFS’ Investment Related Proprietary Information:

MFS’ investment recommendations and other Investment Related Proprietary Information are for the exclusive use of MFS Clients. For purposes of this paragraph, MFS Clients include clients of PPM Sponsors and exclude PPM

Page | 12

Sponsors themselves. Employees should not use MFS’ Investment Related Proprietary Information for personal benefit or to benefit others. For the avoidance of doubt, this means that you should not recommend securities to non clients based on MFS Investment Related Proprietary Information.

Any pattern of personal trading or emails suggesting use of MFS’ Investment Related Proprietary Information will be investigated by the Compliance Department. Any misuse or distribution in contravention of MFS policies of MFS’ investment recommendations is prohibited. Personal trading conducted in a manner consistent with the pre-clearance rules and other provisions of the Code is presumed not to be in violation of this section. This presumption, however, is rebuttable if trading patterns and/or other activities indicate otherwise.

Futures, Options and Other Derivatives on Covered Securities and Exchange Traded Funds (“ETFs”) and Exchange Traded Notes (“ETNs”):

Employees are prohibited from using derivatives on Covered Securities or ETFs and ETNs to evade the restrictions of this Code. Employees may not use derivatives with respect to a Covered Security or make an investment in an ETF/ETN in order to gain exposure to a Covered Security if the Code would prohibit taking the same position directly in the Covered Security. For example, if a pre-clearance request to buy a security is denied, trading an ETF that has 10% exposure to the same underlying security would be considered a violation of the Code.

Initial Public Offerings:

Employees are generally prohibited from purchasing equity securities in an IPO. Contact the Compliance Department to determine eligibility.

Investment Clubs and Investment Contests:

MFS generally prohibits Employees from direct or indirect participation in investment clubs and investment contests. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes or winnings as a result of participation in such activities. Employees should understand that this prohibition applies with equal force to an investment contest in which contest winners do not win a prize with any monetary value.

IV.

Trading Provisions, Restrictions and Prohibitions Applicable to All Access Persons and Investment Personnel (collectively, “Access Persons” unless otherwise noted)

Pre-clearance:

Access Persons must pre-clear before effecting a personal transaction in any Covered Security, except for Reportable Funds. Note: All closed-end funds, including closed-end funds managed by MFS, must be pre-cleared.

Page | 13

Generally, a pre-clearance request will not be approved if it would appear that the trade could have a material influence on the market for that security or would take advantage of, or hinder, trading by any MFS Client within a reasonable number of days. Additionally, any pre-clearance request may be evaluated to determine compliance with other provisions of the Code relevant to the trade or as market or other conditions warrant.

To avoid inadvertent violations, good-till-cancelled orders are not permitted.

Pre-clearance requests will generally be limited to US trading hours with the exception of international employees where pre-clearance is permitted during a specific time-frame as determined by the Committee.

•

Information regarding current pre-clearance hours is available on the Code of Ethics system at https://mfs.ptaconnect.com .

Except as otherwise determined by the Committee, pre-clearance approval is good for the same business day authorization is granted (with the exception of employees located in Japan, Hong Kong, Singapore and Australia who have an additional day to execute a trade).

•

In order to pre-clear, an Access Person must enter his/her trade request into the Code of Ethics system ( https://mfs.ptaconnect.com ) on the day they intend to trade.

By seeking pre-clearance, Access Persons will be deemed to be advising the Compliance Department that they (i) do not possess any material, nonpublic information relating to the security or the issuer of the security; (ii) are not using knowledge of any proposed trade or investment program relating to any MFS Client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the Compliance Department. Pre-clearance may be denied for any reason. An Access Person is not entitled to receive any explanation if their pre-clearance request is denied.

Pre-clearance is not required for the below list of transactions. Please see Exhibit E for whether these transactions need to be reported:

•

Purchases or sales that are not voluntary, which include but are not limited to: tender offers, transactions executed by a broker to cover a negative cash balance in an account, broker disposition of fractional shares, and debt maturities. Transactions executed as a result of a margin call or forced cover of a short position do not fall under this exception and must be pre-cleared;

•

Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance;

•

Transactions in securities not covered by this Code, or other security types for which pre-clearance is not required (see Exhibit E); and

Page | 14

•

Subject to prior approval from the Committee, trades in an account where investment discretion is maintained by or delegated to an independent third party.

Private Placements:

Access Persons must obtain prior approval from the Compliance Department before participating in a Private Placement including a Private Placement of a pooled vehicle managed by MFS. The Compliance Department will consult with the Committee and other appropriate parties in evaluating the request. To request prior approval, Access Persons must provide the Compliance Department with a completed Private Placement Approval Request (see Exhibit F). Access Persons are prohibited from participating in “Private Investments in Public Equity Securities” transactions (commonly referred to as “PIPES” offerings).

If the request is approved, the Access Person must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see Section III. F. and Section III. G.).

If the Access Person is also a Portfolio Manager and has a material role in the subsequent consideration of securities of the issuer (or one that is affiliated) by any MFS Client portfolio after being permitted to make a Private Placement, the following steps must be taken:

The Portfolio Manager must disclose the Private Placement interest to a member of MFS’ Investment Management Committee.

An independent review by the Compliance Department in conjunction with other appropriate parties must be obtained for any subsequent decision to buy any securities of the issuer (or one that is affiliated) for the Portfolio Manager’s assigned client portfolio(s) before buying for the portfolio(s). The review must be performed by the Compliance Department in consultation with other appropriate parties.

Initial Public Offerings and Secondary Offerings:

Access Persons are generally prohibited from purchasing securities in either an IPO or a secondary offering. Under limited circumstances and only with prior approval from the Compliance Department, in consultation with the Committee and/or other appropriate parties, certain Access Persons may purchase equity securities in an IPO or a secondary offering, provided the Compliance Department and/or other appropriate parties determines such purchase does not create a reasonable prospect of a conflict of interest with any Portfolio. To request permission to purchase equity securities in an IPO or a secondary equity offering, the Access Person must provide the Compliance Department with a completed request form (see Exhibit G). To request permission to purchase new issues of fixed income securities, the Access Person must pre-

Page | 15

clear the security using the Code of Ethics system at

https://mfs.ptaconnect.com .

Restricted Securities:

Access Persons may not trade for their Employee Related Accounts securities of any issuer that may be on any complex-wide restriction list maintained by the Compliance Department.

Short-Term Trading:

All Access Persons are prohibited from profiting by entering into opening and subsequent closing transactions involving the same or equivalent Covered Security within 60 calendar days. ¹ Profits from such trades must be disgorged (surrendered) in a manner acceptable to MFS. Any disgorgement amount shall be calculated by the Compliance Department, the calculation of which shall be binding. This provision does not apply to:

•

Transactions in Covered Securities that are exempt from the pre-clearance requirements described above (see Exhibit E);

•

Transactions in Covered Securities executed in an Employee Related Account where investment discretion is maintained by or delegated to an independent third party, and the Committee has exempted the Account from preclearance requirements in Section IV. A.; or

•

Transactions effected through an Automatic Investment Plan.

Selling Short:

Access Persons must not sell securities short. This prohibition includes option transactions designed to achieve the same result, such as writing naked calls or buying puts without a corresponding long position.

Service as a Director:

Access Persons must obtain prior approval from the Compliance Department to serve on a board of directors or trustees of a publicly traded company or a privately held company that is reasonably likely to become publicly traded within one year from the date the Access Person joined the board (for purposes of the Code, a registered investment company that issues redeemable securities registered under the Securities Act of 1933 constitutes a publicly traded company even though no secondary market transactions may occur). In the event an Access Person learns that a privately held company for which the Access Person serves as a director or trustee plans to make a public offering, the Access Person must promptly notify the Compliance Department. Access

Opening transactions may include but are not limited to: buying securities long, selling securities short, buying a call to open, selling a call to open, buying a put to open and selling a put to open. Note: certain of these transactions are prohibited outright under Section IV-F of the Code. Please contact the Compliance Department with any questions with respect to the application of this prohibition.

Page | 16

Persons serving as directors or trustees of publicly traded companies may be isolated from other MFS Employees through “information barriers” or other appropriate procedures.

Access Persons who would like to serve on a board of directors or trustees of a non-profit organization or a privately held company that is not reasonably likely to become publicly traded within one year from the date the Access Person joined the board should refer to the Code of Business Conduct prior to participating in the outside activity.

V.	Trading Requirements Applicable to Research Analysts, Research Associates and Portfolio Managers

Portfolio Managers Trading in Reportable Funds:

No Portfolio Manager shall buy and sell (or sell and buy) shares within 14 calendar days for his or her Employee Related Accounts of any Reportable Fund with respect to which he or she serves as a Portfolio Manager. This provision does not apply to transactions effected through an Automatic Investment Plan.

Portfolio Managers Trading Individual Securities:

Portfolio Managers are prohibited from trading a security for their Employee Related Accounts (a) for seven calendar days after a transaction in the same or equivalent security in a Portfolio for which he or she serves as Portfolio Manager and (b) for seven calendar days before a transaction in the same or similar security in a Portfolio for which he or she serves as Portfolio Manager if the Portfolio Manager had reason to believe that such Portfolio was reasonably likely to trade the same or similar security within seven calendar days after a transaction in the Portfolio Manager’s Employee Related Accounts. If a Portfolio Manager receives pre-clearance authorization to trade a security in his or her Employee Related Account, and subsequently determines that it is appropriate to trade the same or equivalent security in a Portfolio for which the Employee serves as Portfolio Manager, the Portfolio Manager must contact the Compliance Department prior to executing any trades for his or her Employee Related Account and/or Portfolio.

Affirmative Duty to Recommend Suitable Securities:

Research Analysts have an affirmative duty to make unbiased and timely recommendations to MFS Clients. Research Analysts and Research Associates are prohibited from trading a security they researched on behalf of MFS, or are assigned to research, in an Employee Related Account if he or she has not communicated information material to an investment decision about that security to MFS Clients in a research note. In addition, Research Analysts are prohibited from refraining to make timely recommendations of securities in order

Page | 17

to avoid actual or potential conflicts of interest with transactions in those securities in Employee Related Accounts. For purposes of this and similar provisions herein, including information in a research note or a revised research note constitutes communication to an MFS client.

VI.

Administration and Enforcement of the Code of Ethics

Applicability of the Code of Ethics’ Provisions:

The Committee, or its designee(s), has the discretion to determine that the provisions of the Code do not apply to a specific transaction or activity. The Committee will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any Employee who would like such consideration must submit a request in writing to the Compliance Department.

Review of Reports:

The Compliance Department will regularly review and monitor the reports filed by Covered Persons. Employees and their supervisors may or may not be notified of the Compliance Department’s review.

Violations and Sanctions:

Any potential violation of the provisions of the Code or related policies will be investigated by the Compliance Department, or, if necessary, the Committee. If a determination is made that a violation has occurred, a sanction may be imposed. Sanctions may include, but are not limited to, one or more of the following: a warning letter, fine, profit surrender, personal trading ban, termination of employment or referral to civil or criminal authorities. Material violations will be reported promptly to the Board of Trustees of the Reportable Funds or relevant committee(s) of the Board.

Appeal of Sanction(s):

Employees deemed to have violated the Code may appeal the determination by providing the Compliance Department with a written explanation within 30 days of being informed of the outcome. If appropriate, the Compliance Department will review the matter with the Committee. The Employee will be advised whether the sanction(s) will be imposed, modified or withdrawn. Such decisions on appeals are binding. The Employee may elect to be represented by counsel of his or her own choosing and expense.

Amendments and Committee Procedures:

The Committee will adopt procedures that will include periodic review of this Code and all appendices and exhibits to the Code. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to

Page | 18

reflect updated business practices. The Committee shall submit any such amendments to MFS’ Policy Committee for approval and the MFS Internal Compliance Controls Committee for ratification. In addition, the Committee shall submit any material amendments to this Code to the Board of Trustees of the Reportable Funds, or its designee(s), for approval no later than 6 months after adoption of the material change.

Page | 19

Exhibit A

Beneficial Ownership and Control

The MFS Investment Management Code of Ethics (the “Code”) states that the Code’s provisions apply to accounts beneficially owned by the Employee, as well as accounts under direct or indirect influence or control of the Employee. Essentially, a person is considered to be a beneficial owner of accounts or securities when the person has or shares direct or indirect pecuniary interest in the accounts or securities. 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, but is not limited to:

•

Accounts and securities held by immediate family members sharing the same household; and

•

Securities held in trust (certain exceptions may apply at the discretion of the Committee).

In addition, the Code may apply to accounts under the direct or indirect influence or control of the Employee even when the Employee is not considered a beneficial owner.

Practical Application

•

If an adult child is living with his or her parents: If the child is living in the parents’ house, but does not financially support the parent, the parents’ accounts and securities are not beneficially owned by the child. If the child works for MFS and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code. If, however, one or both parents work for MFS, and the child is supported by the parent(s), the child’s accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child’s accounts and securities.

•

Co-habitation (domestic partnership): Accounts where the employee is a joint owner, or listed as a beneficiary, are subject to the Code. If the Employee contributes to the maintenance of the household and the financial support of the partner, the partner’s accounts and securities are beneficially owned by the employee and are therefore subject to the Code.

•

Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another’s accounts and securities.

•

UGMA/UTMA accounts: If the Employee, or the Employee’s spouse, is the custodian for a minor child, the account is beneficially owned by the Employee. If someone other than the Employee, or the Employee’s spouse, is the custodian for the Employee’s minor child, the account is not beneficially owned by the Employee. If the Employee, or the Employee’s spouse, is the beneficiary of the account and is age of majority (i.e., 18 years or older in Massachusetts) then the account is beneficially owned by the Employee/Spouse.

A-1

Exhibit A

•

Transfer on Death accounts (“TOD accounts”): TOD accounts where the Employee becomes the registrant upon death of the account owner are not beneficially owned by the Employee until the transfer occurs (this particular account registration is not common).

•

Trusts:

•

If the Employee is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity (see the Code of Business Conduct) and generally will be subject to case-by-case review for Code applicability.

•

If the Employee is a beneficiary and does not share investment control with a trustee, the Employee is not a beneficial owner until the trust is distributed.

•

If an Employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Employee.

•

If the Employee is a trustee and a beneficiary, the trust is beneficially owned by the Employee.

•

If the Employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Employee.

•

If the Employee is a settler of a revocable trust, the trust is beneficially owned by the Employee.

•

If the Employee’s spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code.

•

College age children: If an Employee has a child in college and still claims the child as a dependent for tax purposes, the Employee is a beneficial owner of the child’s accounts and securities.

•

Powers of attorney: If an Employee has been granted power of attorney over an account, the Employee is not the beneficial owner of the account until such time as the power of attorney is triggered to permit the employee to trade or make other investment decisions.

•

Outside Business Activities (See Code of Business Conduct):

•

If the Employee serves in a role that requires that he/she exercise investment discretion with respect to Covered Securities, then the related Account is considered to be under the control or influence of the Employee.

•

If the Employee serves in a role that requires/allows that he/she delegate investment discretion to an independent third party, then the activity will be subject to a case by case review for Code applicability.

A-2

Exhibit B

Reporting Obligations

A. Initial and Annual Holdings Reports

Employees must file initial and annual holdings reports (“Holdings Reports”) as follows.

1. Content of Holdings Reports

•

The title, number of shares and principal amount of each Covered Security;

•

The name of any broker or dealer with whom the Employee maintained an account in which ANY securities were held for the direct or indirect benefit of the Employee; and

•

The date the Employee submits the report.

2. Timing of Holdings Reports

•

Initial Report - No later than 10 days after the person becomes an Employee. The information must be current as of a date no more than 45 days prior to the date the person becomes an Employee.

•

Annual Report – Annually, and the information must be current as of a date no more than 45 days before the report is submitted.

3. Exceptions from Holdings Report Requirements

No holdings report is necessary:

•

For holdings in securities that are not Covered Securities; or

•

With respect to securities held in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.

B. Quarterly Transaction Reports

Employees must file a quarterly transactions report (“Transactions Report”) with respect to:

(i) any transaction during the calendar quarter in a Covered Security in which the Employee had any direct or indirect beneficial ownership; and

(ii) any account established by the Employee during the quarter in which ANY securities were held during the quarter for the direct or indirect benefit of the Employee.

B-1

Exhibit B

Brokerage statements may satisfy the Transactions Report obligation provided that they contain all the information required in the Transactions Report and are submitted within the requisite time period as set forth below.

1. Content of Transactions Report

a. For Transactions in Covered Securities

•

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

•

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

•

The price of the Covered 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 report was submitted by the Employee.

b. For Newly Established Accounts Holding ANY Securities

•

The name of the broker, dealer or bank with whom the Employee established the account;

•

The date the account was established; and

•

The date the report was submitted by the Employee.

2. Timing of Transactions Report

No later than 30 days after the end of the calendar quarter.

3. Exceptions from Transactions Report Requirements

No Transactions Report is necessary:

•

For transactions in securities that are not Covered Securities;

•

With respect to transactions effected pursuant to an Automatic Investment Plan; or

•

With respect to transactions in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.

B-2

Exhibit C

Specific Country Requirements

(For MFS Employees Located in Offices Outside of the U.S.)

United Kingdom

The UK Financial Conduct Authority rules on personal account dealing are contained in Chapter 11 of the FCA Handbook’s Conduct of Business Sourcebook (“COBS”). Further details of the compliance requirements in relation to COBS are in the MFS International (UK) Limited (“MIL UK”) Compliance Manual.

As an investment management organization, MIL UK has an obligation to implement and maintain a meaningful policy governing the investment transactions of its employees (including directors and officers). In accordance with COBS 11.7.1R, this policy is intended to minimize conflicts of interest, and the appearance of conflicts of interest, between the employees and clients of MIL UK, as well as to effect compliance with the provisions of part (V) of the Criminal Justice Act 1993, which relates to insider dealing, and part (VIII) of the Financial Services and markets Act 2000, which relates to market abuse and the FCA’s Code of Market Conduct. This policy is incorporated by reference into the MIL UK Compliance Manual, which should be read in conjunction with this Code.

Under COBS, MIL UK must take reasonable steps to ensure that any investment activities conducted by employees do not conflict with MIL UK’s duties to its customers. In ensuring this is and continues to be the case, MIL UK must ensure it has in place processes and procedures which enable it to identify and record any employee transactions and permission to continue with any transaction is only given where the requirements of COBS are met.

In addition, in respect of UK-based employees, spread betting on securities is prohibited.

For specific guidance, please contact the MIL UK Compliance Officer.

Japan

MFS Investment Management K.K., MFS’ subsidiary in Japan (“MIMkk”), and its employees, are under the supervision of the Japanese FSA and Kantoh Local Financial Bureau as an investment manager registered in Japan. MIMkk and its employees are regulated by the following laws/guidelines.

•

Financial Instruments and Exchange Law, Chapter VI – Regulations for Transactions, etc. of Securities.

•

Guideline for Prohibition of Insider Trading by Japan Securities Investment Advisers Association (“JSIAA”).

•

Guideline for Monitoring Personal Trading by Investment Trust (Toshin) Association (“ITA”).

In addition, MIMkk employees are prohibited from holding Covered Securities for a period less than six months.

C-1

Exhibit C

This policy is incorporated by reference into the MIMkk Compliance Manual, which should be read in conjunction with this Code.

For specific guidance, please contact Tatsuya Shimizu, MIMkk’s Compliance Officer.

C-2

Exhibit D

Access Categorization of MFS Departments

Employees assigned to the following business units, departments or roles have been designated as “Access Persons”:

•

Management Group

•

Equity

•

Fixed Income

•

Compliance

•

Fund Treasury

•

Information Technology

•

Global Investment Support

•

Internal Audit

•

Legal

•

Finance

•

MFD

•

MFSI

•

ARG

•

IGS

•

MIL

•

Employees who are members of the Management Committee, the Operations Committee or the Senior Leadership Team

•

Employees who have access to the Investment Research System, the equity trading system or the fixed income trading system

•

Employees who have access to any system containing information related to current portfolio holdings

Employees assigned to the following business units, departments or roles have been designated as “Non-Access”:

•

Human Resources

•

Service Center

•

Corporate Services and Property Management

D-1

Exhibit E

Security Types and Pre-Clearance and Reporting Requirements

(This list is not all inclusive and may be updated from time to time. Contact the Compliance Department for additional guidance.)


Security Type	Pre-clearance Required?	Transactions and Holdings Reporting Required?
Mutual Funds
Open-end investment companies which are not Reportable Funds	No	No
Non-MFS 529 Plans	No	No
Reportable Funds (excluding MFS money market funds)	No	Yes
Closed-end funds (including MFS closed-end funds)	Yes	Yes
Unit investment trusts which are exclusively invested in one or more open-end funds, none of which are Reportable Funds	No	No
Exchange Traded Funds (ETFs) and Exchange Traded Notes (ETNs) including options and structured notes on ETFs and ETNs	No	Yes
Equities
Equity securities (including REITS)	Yes	Yes
Options, futures and structured notes on equity securities	Yes	Yes
Fixed Income
Corporate bond securities	Yes	Yes
Municipal bond securities	Yes	Yes
High yield bond securities	Yes	Yes
Options, futures and structured notes on fixed income securities	Yes	Yes
U.S. Treasury Securities and other obligations backed by the good faith and	No	No

E-1

Exhibit E


credit of the U.S. government
Debt obligations that are NOT backed by the good faith and credit of the U.S. government (such as Fannie Mae bonds)	Yes	Yes
Foreign government issued securities	No	Yes
Variable rate demand obligations and municipal floaters	No	No
Money market instruments, including commercial paper, bankers’ acceptances, certificates of deposit and repurchase agreements, auction-rate preferred and short-term fixed income securities with a maturity of less than one year	No	No
Other
Private placements (including real estate limited partnerships or cooperatives) ²	Yes	Yes
Foreign currency including options and futures on foreign currency ³ , ⁴	No	No
Commodities and options and futures on commodities	No	Yes
Options, futures and structured notes based on a security index	No	Yes
Private MFS stock and private shares of Sun Life of Canada (U.S.) Financial Services Holdings, Inc ⁵	No	No
Sun Life Financial Inc	Yes	Yes

²	Note that while transactions in these securities are not required to be pre-cleared using the Code of Ethics Online system, you must obtain prior approval from the Compliance Department before participating in a private placement. See Section IV. B. of the Code.

³	Please remember to report all accounts. On a case by case basis, Compliance may require transaction and holding reporting.

⁴	To comply with U.S. Commodity Futures Trading Commission Rule 4.23(b)(1) and (2)(ii), MFS principals (for purposes of commodity pool operator registration) must report transactions and holdings.

⁵

The common stock of Massachusetts Financial Services Company (which is not a publicly-traded company) and the common stock of Sun Life of Canada (U.S.) Financial Services Holdings, Inc. (which is also not a publicly-traded company) are considered to be Covered Securities under this Code. Employees need not pre-clear or report such stock on transactions or holdings reports pursuant to SEC No-Action Letter, Investment Company Institute, November 27, 2000.

E-2

Exhibit F

Private Placement Approval Request ⁶

Please Print

Employee Name:

Employee Position:

Name of Company:

Dollar amount of private placement:

Dollar amount of your intended investment:

Does this company have publicly traded securities? ¨ Yes ¨ No

How were you offered the opportunity to invest in this private placement?

What is the nature of your relationship with the individual or entity?

Was the opportunity because of your position with MFS?

Would it appear to a regulator or other parties that you are being offered the opportunity to participate in an exclusive, very limited offering as a way to curry favor with you or your colleagues at MFS?

Are you inclined to invest in the private placement on behalf of the funds/accounts you manage?

¨ Yes ¨ No

Would any other MFS funds/accounts want to invest in this private placement?

¨ Yes ¨ No

Date you require an answer:

Attachments: ¨ business summary ¨ prospectus ¨ offering memorandum

⁶	Access Persons are prohibited from participating in “Private Investments in Public Equity Securities” transactions (commonly referred to as “PIPES” offerings).

F-1

Exhibit G

Initial Public Offering Approval Request

Please Print.

Employee Name: Employee Position:

MFS Phone Extension:

Name of Company:

Aggregate Dollar amount of IPO: Dollar amount of your intended investment:

Maximum number of shares you intend to purchase?

Is your spouse an employee of the company?

¨ Yes ¨ No

Is your spouse being offered the opportunity to participate in the IPO solely as a result of his or her employment by the company?

¨ Yes ¨ No If no, please explain. ¨ Not Applicable

Does the ability to participate in the IPO constitute a material portion of your spouse’s compensation for being employed by the company?

¨ Yes ¨ No ¨ Not Applicable

Could it appear to the SEC or other parties that you (or your spouse) are being offered the opportunity to participate in the IPO because of your position at MFS or as a way to curry favor with MFS?

¨ Yes ¨ No If yes, please explain:

Are the IPO shares being offered to your spouse as part of a separate pool of shares allocable solely to company employees?

¨ Yes ¨ No ¨ Not Applicable

Are such shares part of a so-called “friends and family” or directed share allocation?

¨ Yes ¨ No

If your spouse chooses not to participate in the IPO, will the shares that your spouse chooses not to purchase be re-allocated to the general public or to other company insiders?

¨ General Public ¨ Other Company Insiders ¨ Not Applicable

If you are a portfolio manager, are the funds/accounts you manage likely to participate in the IPO?

¨ Yes ¨ No

If you are a portfolio manager, are you aware of other funds/account that would be likely to participate in the IPO?

¨ Yes ¨ No

Are there any other relevant facts or issues that MFS should be aware of when considering your request?

¨ Yes ¨ No If yes, please explain:

G-1

Exhibit G

Date you require an answer: , . (Note: because IPO approval requests often require additional information and conversations with the company and the underwriters, MFS needs at least three full business days to consider such requests.)

Name and address of IPO lead underwriter, and contact person (if available):

Attachments: ¨ offering memorandum ¨ underwriters’ agreement ¨ other materials describing eligibility to participate in IPO.

Compliance Use Only

¨ Approved ¨ Denied



Signature				Date

Equity Or Fixed Income Signature				Date

G-2

MONDRIAN INVESTMENT

PARTNERS

CODE OF ETHICS

Effective: January 2012

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

CONTENTS


		page

	Introduction	3

Section I	Summary of Restrictions and Requirements	4

Section II	Mondrian Investment Partners Employee Code of Ethics	8

Section III	Exemptions	22

Section IV	Insider Trading Policies and Procedures	24

Section V	Rumours Policy	32


Date		Version
September 27, 2004		Initial Code of Ethics

February 01, 2005		First Amendments to Code of Ethics

September 01, 2005		Second Amendment to Code of Ethics

January 01, 2007		Third Amendment to Code of Ethics

January 31, 2012		Fourth Amendment to Code of Ethics

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

INTRODUCTION

This Code of Ethics “Code” covers all employees of Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.), Inc. (collectively “Mondrian”). The Code includes standards of business conduct that are expected of Mondrian employees, and that reflect Mondrian’s fiduciary duties. The Code requires compliance with applicable UK regulations and U.S. federal securities laws, and incorporates procedures to implement such compliance. The responsibility for maintenance and enforcement of the Code lies substantially with the Chief Compliance Officer. Any violations of the Code must be reported promptly to the Chief Compliance Officer.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

Section I

Summary of

Restrictions and Requirements

Tables

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

SECTION I

CODE OF ETHICS SUMMARY TABLE



		ACTIVITY	INVESTMENT PROFESSIONALS*	ACCESS PERSONS*
A.	Blackout Periods

	1.	Generally trading is prohibited until the third trading day following the execution of a Mondrian trade in that same Security. (see Section III for certain exemptions)	X	X

	2.	Trading by the named Portfolio Manager of a U.S. Registered Investment Company (“RIC”) is prohibited for seven calendar days before or after the execution of a trade in that same Security for that RIC.	X

B.	Preclearance

	1.	All transactions in Securities, including IPO’s, must be precleared (see Section III for certain exemptions). Preclearance requests should be submitted using the automated personal account dealing system PTA Connect. Staff will be notified of approved or denied transactions via email. Preclearance is generally only valid for twenty-four hours. Pre-clearance requests for IPO’s should be made to Compliance Team by e-mail (they are not handled through the PTA pre-clearance process).	X	X

C.	Transactions

	1.	No more than twenty (20) Security transactions are permitted per calendar month. This limit is applicable in aggregate to all Security transactions in which the covered person has a beneficial interest.	X	X

D.	Initial Public Offering

	1.	Purchasing any initial public offering without PRIOR written consent from the Compliance Team is prohibited.	X	X

E.	Private Placement

	1.	Purchasing any private placement without PRIOR written consent from the Compliance Team is prohibited.	X	X

	2.	You must notify the Compliance Team if you hold a private placement of which the issuer is subject to investment consideration by Mondrian.	X

F.	Ban on Short-Term Trading Profits

	1.	All positions must be held for a period of 60 days, in aggregate, before they can be closed at a profit. Any short term trading profits are subject to disgorgement procedures (see Section III for certain exemptions).	X	X

G.	Gifts & Entertainment; Charitable and Political Giving; Placement Agents; Bribery

	1.	Prior to accepting gifts or an offer of entertainment valued in excess of £10 ($15), where practical, you must obtain approval from the Chief Compliance Officer. Where this is not practical the receipt of a gift or offer of entertainment must be reported to the Chief Compliance Officer forthwith.	X	X

	2.	All gifts and entertainment provided , regardless of value must be disclosed. Prior to providing gifts or entertainment in excess of £200 ($300) you must obtain approval from the Chief Compliance Officer (where practical).	X	X

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

SECTION I



		ACTIVITY	INVESTMENT PROFESSIONALS*	ACCESS PERSONS*
G.	Gifts & Entertainment; Charitable and Political Giving; Placement Agents; Bribery (continued)

	3.	Staff are prohibited from using their personal charitable giving to influence decision makers in a way that could reasonably be seen to benefit Mondrian directly or indirectly.	X	X

	4	Unless approved in advance by the Chief Compliance Officer, staff are prohibited from making any contribution to any political campaign or political organisation, in the United States.	X	X

	5.	Unless approved in advance by the Chief Compliance Officer, staff are prohibited from making any payment to any placement agent.	X	X

	6.	Staff are prohibited from offering or paying a bribe, requesting a bribe, or bribing a foreign public official.	X	X

H.	Service as a Director

	1.	You must receive PRIOR written approval from the Compliance Team before you may serve on the board of directors, board of trustees or similar governing or oversight body of any company (public or private), charity, endowment, foundation or similar organisation.	X	X

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

SECTION I

REPORTING REQUIREMENTS TABLE


		REPORTING REQUIREMENTS	INVESTMENT PROFESSIONALS*	ACCESS PERSONS*
A.	Disclosure of all Personal Holdings

	1.	All personal holdings must be loaded onto PTA Connect within 10 days of employment and reported annually thereafter. A member of the Compliance team will initiate the process by creating an account on the system and providing training. Reminders for submission of annual holdings reports will be sent to all staff.	X	X

B.	Records of Securities Transactions

	1.	Employees must direct their broker(s) to forward confirmations of personal transactions and monthly account statements to the Compliance Team.	X	X

	2.	Employees are required to complete a Personal Securities Transaction declaration within 10 days of each quarter end using PTA Connect. Reminders for submission of these declarations will be sent to all staff.	X	X

C.	Periodic Certification of Compliance with Code of Ethics

	1.	Employees must certify that they have read and understand the Code of Ethics and have complied with all requirements of the Code. The certification will be completed on PTA Connect. The frequency of these certifications will be determined by the Compliance Team.	X	X

D.	Quarterly Gifts, Entertainment, Charitable and Political Giving; Placement Agents and Bribery Certification

	1.	Employees must certify that: • they have reported all relevant gifts, entertainment and hospitality • they have not used personal charitable giving to influence a decision in a way that could reasonably be seen to benefit Mondrian, directly or indirectly • they have not made any contribution to any political campaign or political organisation in the United States • they have not made any payment to any placement agent • they have not offered or paid a bribe (in any jurisdiction), requested or received a bribe (in any jurisdiction), or bribed a foreign public official.	X	X

E.	Violations

	1.	Employees must report any violations of the Code promptly to the Chief Compliance Officer.	X	X

*	Applies not only to the employee but, but also to members of the same household. Refer to the full Code for complete details.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

Section II

Code of

Ethics

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

A. CREDO

It is the duty of all Mondrian employees, officers and directors to conduct themselves with integrity, and at all times to place the interests of clients first. In the interest of this credo, all personal securities transactions will be conducted consistent with the Code of Ethics and 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. The fundamental standard of this Code is that personnel should not take any inappropriate advantage of their positions.

Mondrian is authorised and regulated by the Financial Services Authority in the UK and the Securities and Exchange Commission in the US. Both regulators set standards of ethical conduct which this Code is designed to adhere to. Furthermore, Rule 17j-1 under the US Investment Company Act of 1940 and Rule 204A-1 of the US Investment Advisers Act of 1940 (the “Rules”) make it unlawful for certain persons, including any employee, officer or director of an investment adviser, in connection with the purchase or sale by such person of a security held or to be acquired by a client account:

(1)

To employ any device, scheme or artifice to defraud;

(2)

To make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;

(3)

To engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or

(4)

To engage in any manipulative practice.

The Rules also require investment adviser firms to adopt a written code of ethics containing provisions reasonably necessary to prevent certain persons from engaging in acts in violation of the above standard. Investment adviser firms should also use reasonable diligence and institute procedures reasonably necessary to prevent violations of that code. Employees must report any violations of the Code promptly to the Chief Compliance Officer.

This Code of Ethics is being adopted by Mondrian in compliance with the requirements of the Rules and to effect the purpose of the Credo set forth above.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

B. DEFINITIONS:

“Access Person”

means any Mondrian employee who has access to non-public information regarding clients’ securities transactions or who has access to non-public information regarding a client’s portfolio holdings. This definition includes all staff who are not Investment Professionals e.g. client services and administrative staff. Those persons deemed to be Access Persons will be notified of this designation.

“Beneficial ownership”

shall be as defined in Section 16 of the US Securities Exchange Act of 1934 and the rules and regulations thereunder. Generally speaking, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a Security, is a “beneficial owner” of the Security. For example, a person is normally regarded as the beneficial owner of Securities held by members of his or her immediate family sharing the same household. Additionally, ownership of a Derivative constitutes beneficial ownership of the underlying Security itself.

“Broker”

means any entity with which an employee can establish a trading arrangement to facilitate the execution of a Security transaction including banks, dealers, internet trading facilities and spread betting service providers.

“Chief Compliance Officer”

means the person named as Chief Compliance Officer of Mondrian Investment Partners Limited.

“Control”

shall mean investment discretion in whole or in part of an account regardless of beneficial ownership, such as an account for which a person has power of attorney or authority to effect transactions.

“De minimis transaction”

shall mean a transaction in an investment that is too small from a Conflict of Interest perspective to materially impact Mondrian Clients. A de minimis transaction is one where the trade has a nominal value of less than £1000/$1500 (NB: this does not cover derivative exposure)

“Derivative”

shall include futures, options, contracts for differences, spread betting or any other device that provides exposure to profits or losses from any financial instrument or index (NB: this is intended to cover a wide range of financial exposures e.g. it includes interest rates and currencies).

“Entertainment”

Attendance at an event (widely defined) given to/by a Mondrian staff member (whether or not including spouse or other guest) by/to a business related contact (whether or not including spouse or other guest) where the host would attend the event with the guest(s). Examples might include:

•

Meals or other forms of food & drink provided by a business contact (see definition of Meals below)

•

After a conference the host may invite a Mondrian staff member to attend a sports even or show

•

Mondrian client services staff entertain a group of client representatives and their spouses to an evening meal and the theatre

“Exchange Traded Fund (“ETF”)”

means a security that tracks an index, a commodity or a basket of assets like an index fund, but trades like a stock on an exchange. ETF’s are considered to be a Security for the purposes of this Code.

“G7”

The G7 is a group of seven industrialised nations. The group includes Canada, France, Germany, Italy, Japan, United Kingdom, and United States of America.

“ Gift”

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

An item of value given to/by a Mondrian staff member (whether or not including spouse or other guest) by/to a business related contact (whether or not including spouse or other guest). Examples might include:

•

A company that Mondrian is researching gives a product sample to an Investment Professional for their personal use which they keep

•

A broker gives a Trader a case of wine at Christmas

•

A Mondrian Client Services Officer gives a client Trustee or a consultant tickets to a sporting event

“High Quality Short-Term Debt Instruments”

shall mean 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 an internationally recognised statistical rating organisation.

“Investment Professional”

means any employee who, in connection with his/her regular functions or duties, makes or participates in, the making of investment decisions affecting a client. Investment Professional includes portfolio managers, research analysts and anyone that assists them directly in the execution of their duties e.g. implementation staff and assistant portfolio managers. Secretarial support staff working within the investment teams are not included in this definition.

“Managed Accounts”

means an account that is professionally managed by a third party. Managed Accounts require pre-approval through the Compliance Team prior to starting up the account. The Compliance Team will consider the facts and circumstances of the account, including the functions and duties of the employees, when approving or denying such accounts. Trading in Managed Accounts is exempt from preclearance requirements. However, all trades still require reporting and duplicate statements and confirmations must be sent to the Compliance Team. Preclearance is only exempt for trades initiated by the third party. All trades initiated by the employee require preclearance.

“Meals”

means:

•

evening restaurant meals offered by brokers and other service providers

•

Invitations of hospitality at the homes of brokers and other service providers

“Mondrian”

means Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.), Inc.

“Physical Commodity”

means the actual commodity that is delivered to a futures contract buyer when the expiration of the commodity contract occurs. Metals such as copper, gold, and silver and agricultural products such as cattle, wheat, and soybeans are examples of physical commodities.

“PTA Connect”

means the web-based system used by Mondrian to manage the approval, reporting and record keeping processes associated with personal account trading and Gifts and Entertainment.

“Security”

(Important Note : If you are uncertain as to whether a holding or position falls within the definition of a Security you should assume it is included unless advised otherwise by the Compliance Team .)

shall have the meaning as set forth in Section 2(a)(36) of the US Investment Company Act of 1940 which provides a very broad ranging definition of a security. In addition, the purchase, sale or exercise of a Derivative shall constitute the purchase or sale of the underlying Security or exposure.

The following instruments are excluded :

•

securities issued or guaranteed by Supranationals and their agencies:

•

securities issued by a G7 government, and in the case of the government of the United States or any of its federal agencies, bankers’ acceptances, bank certificates of deposit, commercial paper, High Quality Short-term Debt Instruments including repurchase agreements

•

securities issued by governmental agencies or government guaranteed entities of a G7 country

•

unit investment trusts (“UIT”) (but see below)

•

shares of open-end registered investment companies (but see below)

•

municipal fund securities

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

•

US 529 Plans

To help clarify the above exclusions the following instruments are not excluded (and therefore are subject to the restrictions of this Code)

•

mutual funds and unit investment trusts of which Mondrian is the adviser and/or sub-adviser, see Appendix A for a list of these Funds

•

UK registered Investment Trusts

•

Exchange Traded Funds (“ETF”)

•

UIT exchange traded funds

“Security being “considered for purchase or sale” or “being purchased or sold””

means when a recommendation to purchase or sell the Security has been made and communicated to the Trading Desk and with respect to the person making the recommendation, when such person seriously considers making, or when such person knows or should know that another person is seriously considering making, such a recommendation.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

C. PROHIBITED ACTIVITIES

I.	The following restrictions apply to all Access Persons and Investment Professionals.

(a)

No Access Person or Investment Professional shall engage in any act, practice or course of conduct, which would violate the provisions of the Rules set forth above.

(b)

No Access Person or Investment Professional shall purchase or sell, directly or indirectly, any Security which to his/her knowledge is being actively considered for purchase or sale by Mondrian; except that this prohibition shall not apply to:

(1)

purchases or sales that are non-volitional on the part of either the person or the account;

(2)

purchases which are part of an automatic dividend reinvestment plan;

(3)

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

(4)

other purchases and sales specifically approved by the Chief Executive Officer, with the advice of the General Counsel and/or the Chief Compliance Officer, and deemed appropriate because of unusual or unforeseen circumstances. A list of any securities excepted will be maintained by the Compliance Team; and

(5)

purchases or sales made by a third party in a Managed Account, provided that such purchases or sales do not reflect a pattern of conflict.

(c)

No Access Person or Investment Professional may execute a buy or sell order for an account in which he or she has beneficial ownership or control until the third trading day following the execution of a Mondrian buy or sell order in that same Security.

(d)

Despite any fault or impropriety, any Access Person or Investment Professional who executes a buy or sell for an account in which he/she has beneficial ownership or control either (i) before the third trading day following the execution of a Mondrian order in the same Security, or (ii) when there are pending orders for a Mondrian transaction as reflected on the open order blotter, shall forfeit any profits made (in the event of purchases) or loss avoided (in the event of sales), whether realised or unrealised, in the period from the date of the personal transaction to the end of the proscribed trading period. Payment of the amount forfeited shall be made by cheque or in cash to a charity of Mondrian’s choice and the payment will be overseen by the Compliance Team.

(e)

Except for Managed Accounts meeting the provisions of Section I(b)(5) above, each Access Person’s and each Investment Professional’s personal transactions or transactions for an account in which he/she has beneficial ownership or control must be precleared using the PTA Connect system. The request for preclearance must be submitted prior to entering any orders for personal transactions. Preclearance is generally only valid for 24 hours after the request is authorised and if the order is not executed within the 24 hour period, the preclearance request must be resubmitted. In certain circumstances, where the timing of the trade execution is outside of the control of the Access Person or Investment Professional, the Compliance Team may allow an extension to this period. Regardless of preclearance, all transactions remain subject to the provisions of (b), (c) and (d) above.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

(f)

Short term trading in Securities resulting in a profit is prohibited. All opening positions must be held for a period of 60 days, in the aggregate, before they can be closed at a profit (see Section III for certain exemptions). Any short term trading profits are subject to the disgorgement procedures outlined above and at the maximum level of profit obtained. The closing of positions at a loss within 60 days is not prohibited.

(g)

Access Persons and Investment Professionals are prohibited from purchasing any initial public offering without the PRIOR written consent of the Compliance Team. A separate approval form will need to be completed.

(h)

No Access Person or Investment Professional shall purchase any private placement without express PRIOR written consent by the Compliance Team. All private placement holdings are subject to disclosure to the Compliance Team.

(i)

No Access Person or Investment Professional shall operate a brokerage or other trading account(s) with an individual or combined net loss in any Derivative position of more than £25,000 ($40,000). Brokerage or other trading accounts with an individual or combined net loss of more that £20,000 ($30,000) should be reported to the Compliance Team immediately. In relation to positions covered by assets held separately (i.e. not in the brokerage account which has a net loss position), the Chief Compliance Officer may permit an exemption from this requirement.

(j)

No Access Person or Investment Professional shall participate in online discussions related to Securities (e.g. internet discussion boards or chat rooms) by posting or encouraging others to post. This prohibition includes all Securities whether or not held by Mondrian clients. Access Persons and Investment Professionals are not prohibited from passively reading such online discussions.

(k)

Access Persons and Investment Professionals require PRIOR written approval from the Compliance Team before they may serve on the board of directors, board of trustees or similar governing or oversight body of any company (public or private), charity, endowment, foundation or similar organisation.

II.

In addition to the requirements noted in Section I, the following additional restrictions apply to all Investment Professionals.

(a)

Investment Professionals that hold a private placement must receive permission from the Compliance Team prior to any participation by such person in Mondrian’s consideration of an investment in the same issuer.

(b)

No named Portfolio Manager of a U.S. Registered Investment Company (“RIC”) may execute a buy or sell order for an account for which he/she has beneficial ownership within seven calendar days before or after that RIC account, trades in that Security.

(c)

Despite any fault or impropriety, any Investment Professional who executes a personal transaction within seven calendar days before or after a RIC account, for which they are a named Portfolio Manager, trades in that Security, shall forfeit any profits made (in the event of purchases) or loss avoided (in the event of sales), whether realised or unrealised, in the period from the date of the personal transaction to the end of the prescribed trading period. Payment of the amount forfeited shall be made by cheque or in cash to a charity of Mondrian’s choice and the payment will be overseen by the Compliance Team.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

D.	GIFTS & ENTERTAINMENT; CHARITIABLE AND POLITICAL GIVING; PLACEMENT AGENTS; BRIBERY

I.	The following restrictions apply to all Access Persons and Investment Professionals.

(a)

Gift and Entertainment Receipt :

(i)

Staff should not retain Gifts or accept offers of Entertainment valued at over £10 ($15) without obtaining the PRIOR consent of the Chief Compliance Officer.

(ii)

Where it is not practical to obtain consent (e.g. a client presents a portfolio manager with a Gift during a meeting) it must be reported to the Chief Compliance Officer as soon as possible after receipt. The Chief Compliance Officer will determine whether or not the recipient can retain the Gift. Items of material value must be surrendered to the Chief Compliance Officer and they will be included in a Christmas Charity raffle.

(iii)

Invitations to attend events (e.g. a broker Christmas party or a sports event) cannot be accepted without obtaining the PRIOR consent of the Chief Compliance Officer. Any applications for approval must be in writing and include a justification for attending the event and a valuation of the Entertainment event provided by the person offering the invite (please use the form on the Compliance & Risk page of the intranet)

(iv)

Please see additional guidance in Section H below and the guidance notes in the Compliance & Risk page of the intranet for further details.

(b)

Gift and Entertainment Giving :

(i)

All Gifts and Entertainment to clients, consultants or other business related contacts must be reported (regardless of whether the staff member seeks reimbursement from Mondrian) using the relevant expense reimbursement forms/system.

(ii)

Staff may not give Gifts or Entertainment valued in excess of £200 ($300) to clients, consultants or other business related contacts without the prior consent of the Chief Compliance Officer or Chief Executive Officer (where practical).

(iii)

Mondrian may from time to time impose limits on the value of gifts or entertainment that individuals can give and that Mondrian staff, in total, can give to a particular party over a set period of time. These will be separately notified to staff as and when necessary.

(c)

Charitable Giving.

Staff are prohibited from using their personal charitable giving to influence decision makers in a way that could reasonably be seen to benefit Mondrian directly or indirectly (e.g. a Client Services Officer making a large donation to a charity supported by a consultant who may be influential in Mondrian’s appointment or retention by a client would not be permitted). Note that the restrictions with respect to political giving supersede the restrictions with respect to charitable giving (e.g. a nominal gift to a charity at the suggestion of a person running for state political office in the United States would not be

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

permitted). This prohibition also applies to staff member’s spouse or life partner and immediate family members.

(d)

Political Giving

Staff are prohibited from using their personal political giving to influence decision makers in a way that could reasonably be seen to benefit Mondrian directly or indirectly (e.g. a Client Services Officer making a political contribution to a candidate for state elected office who may be influential in Mondrian’s appointment or retention by a client would not be permitted). Laws have been implemented at the US federal, state and local level, which are not always consistent and a violation can result in termination of Mondrian by the client. For example, some jurisdictions have restrictions on the amount that a business may contribute and still be eligible to be a vendor to that jurisdiction. Since donations from staff members can be attributable to Mondrian’s limit, it is important that there be transparency in personal political giving. In addition, a contribution to the campaign of a person that holds state level office but is running for federal level office may violate a state prohibition on contributions.

Specifically, unless approved in advance by the Chief Compliance Officer, staff are prohibited from making any contribution to any political campaign or political organisation, in the United States, except as set out below. This prohibition also applies to staff member’s spouse or life partner and immediate family members. Contributions include both directly or indirectly, including for example cash, volunteering, in-kind contribution, soliciting, providing a loan, serving as an intermediary, aggregating contributions or contributing to a political action committee. Covered political campaigns include for example, governor, controller, treasurer and trustee of a pension fund.

If approved in advance by the Chief Compliance Officer, staff members are generally permitted to make contributions to a political campaign for an elected office that the staff member may vote for and with respect to United States national or federal level political activities (i.e. House of Representatives, Senate, President, Democratic National Committee and Republican National Committee)

Information regarding personal political giving will be kept confidential by Mondrian and only revealed when required by applicable law, rule or policy.

(e)

Placement Agents and Pay-to-Play

Unless approved in advance by the Chief Compliance Officer, staff are prohibited from, or causing Mondrian to, directly or indirectly, engage hire, retain, pay, engage or otherwise compensate any third party to act as a placement agent, solicitor, finder, marketer, consultant or broker or other intermediary for the purpose, explicitly or implicitly, of selling or facilitating the sale of any Mondrian service (such as investment advisory services) or security (such as an interest in a Mondrian limited partnership). This prohibition also applies to staff member’s spouse or life partner and immediate family members.

(f)

UK Bribery Act

The UK Bribery Act 2010 defines four criminal offences for which penalties include imprisonment and fines:

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

(i).

offering or paying a bribe;

(ii).

requesting or receiving a bribe;

(iii).

bribing a foreign public official;

(iv).

a corporate offence of failing to prevent bribery being undertaken on the corporation’s behalf.

Any suspicions of bribery being undertaken or received should always be reported immediately to the Chief Compliance Officer. Any failure to comply with this requirement may constitute a serious disciplinary offence and could result in dismissal.

For clarification, Mondrian prohibits all forms of bribery, regardless of whether of a “foreign public official” or any other individual or organisation.

E.	PERSONAL CONFLICTS OF INTEREST

The following restrictions apply to all Access Persons and Investment Professionals.

Staff members are required to disclose to the Chief Compliance Officer if, to their knowledge, they or their family members (including spouse or life partner and immediate family members) currently or previously have been associated with any client, prospective client, vendor, prospective vendor, trading partner, governmental agency, regulator or other party which may create the appearance of a conflict of interest. Examples where disclosure would be required include:

•

Staff member’s spouse holds elective office

•

Staff member’s brother is a lobbyist

•

Staff member’s adult child is a broker

•

Staff member’s sister is employed by a client

•

Staff member was previously employed by a governmental body

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

F.	REQUIRED REPORTS

I.	The following reports are required to be made by all Access Persons and Investment Professionals.

(a)

Disclose brokerage or other trading relationships at employment and at the time of opening any new account. All brokerage accounts should be set-up on PTA Connect by the staff member.

(b)

Direct their brokers to supply to the Compliance Team, on a timely basis, duplicate copies of all confirmations and statements for all brokerage or other trading accounts and Managed Accounts. (In the U.K., all contract notes and periodic statements). In the case of a brokerage relationship where a margin account is available (NB: this includes a spread betting account), the broker must supply the Compliance Team with a monthly statement.

(c)

Each quarter, no later than the tenth day after the end of the calendar quarter, complete a Personal Security Transaction declaration using PTA Connect.

(d)

All personal holdings must be loaded onto PTA Connect no later than 10 days following commencement of employment. A member of the Compliance team will provide instructions on system usage.

(e)

Provide Annual Holdings reports containing information regarding all personal Securities holdings. This report must be current as of a date no more than 30 days before the report is submitted. The report should be submitted using PTA Connect.

(f)

Quarterly Gift and Entertainment, Charitable, Political and Other Giving; Placement Agent and Bribery certifications must be submitted by the end of the month following each calendar quarter end. Certifications are to be submitted using PTA Connect.

(g)

Immediately notify the Compliance Team upon obtaining a 1% interest in a company which Mondrian holds for clients.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

G.	ADMINISTRATIVE PROCEDURES

I.	The following administrative procedures shall apply.

(a)

The Compliance Team will identify all Access Persons and Investment Professionals and will notify them of this classification and their obligations under this Code. The Compliance Team will also maintain procedures regarding the review of all reports required to be made under the Rules.

(b)

The Compliance Team shall keep records of Access Persons’ and Investment Professionals’ holdings and transaction reports, the names of all Access Persons and Investment Professionals for the past five years, and records of decisions approving Access Persons’ and Investment Professionals’ acquisitions of IPO’s and private placements. The Compliance Team shall maintain copies of the Code of Ethics, records of Code violations and action taken as a result of Code violations, and copies of employees’ acknowledgements of receipt of the Code. Such records shall be kept by the Compliance Team for five years in an easily accessible place and for the first two years in Mondrian’s office premises.

(c)

The Compliance Team shall perform periodic reviews of notifications and reports required to be made under the Rules, as part of its annual Compliance Monitoring Programme.

(d)

The Compliance Team shall report to the Chief Compliance Officer any apparent violations of the prohibitions or reporting requirements contained in this Code of Ethics. The Chief Compliance Officer will review the reports made and determine whether or not the Code of Ethics has been violated and shall determine what sanctions, if any, should be imposed in addition to any that may already have been imposed. Breaches of this Code of Ethics are considered to be a serious matter and can lead to disciplinary action, up to and including, dismissal.

(e)

Failure to pre-clear a Gift or Entertainment event may result in the recipient being required to refund the provider the full value of the Gift or Entertainment. This is very likely if the Gift or Entertainment would not have been approved if preclearance had been sought.

(f)

On a quarterly basis, a summary report of material violations of the Code and the sanctions imposed will be made to the Compliance Committee (a committee of the Board of Directors of Mondrian Investment Partners Limited). In reviewing this report, the Compliance Committee will consider whether the appropriate sanctions were imposed. When the Compliance Team finds that a transaction otherwise reportable above could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of the Rules, it may, in its discretion, lodge a written memorandum of such finding in lieu of reporting the transaction.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

H.	GENERAL GUIDANCE

I.	The following general guidance shall apply.

(a)

The value of Gifts and Entertainment should be determined using the following guidelines:

•

The full value of any entertainment package should be disclosed i.e. if an event includes food and beverages, they must be taken into account. Often the package will be provided by a corporate hospitality provider and there will be a total cost price available from the provider.

•

Where the value of a Gift or Entertainment is not easily determined, the provider of the Gift or Entertainment will be asked to confirm the cost in writing.

•

If no independent value is available, a best estimate which errs on the high side should be given. The market value of a gift should be taken into account in making that determination.

•

The value of any gift received by or given to a spouse or other guest must also be reported (for example if a broker provides an entertainment package and the Mondrian staff members brings their spouse, the value provided to the spouse must also be reported).

(b)

Stop loss arrangements may be put in place to limit exposure to loss in fast moving markets provided that:

•

details of the stop loss limit are noted in the comments section of the PTA Connect preclearance request

•

the stop loss limit is not adjusted during the life of the derivative position without a new preclearance being sought and approved

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

Appendix A – List of Mutual Funds subject to the Code of Ethics

(as at January 2012 – an up to date version of this list is maintained on the Compliance

and Risk page of the Mondrian Intranet.)

•

BBH International Equity Fund

•

Columbia Multi-Advisor International Value Fund

•

Delaware Pooled Trust – The Emerging Markets Portfolio

•

Delaware Pooled Trust – The Global Fixed Income Portfolio

•

Delaware Pooled Trust – The International Equity Portfolio

•

Delaware Pooled Trust – The Labor Select International Equity Portfolio

•

Guidestone Funds Trust – The International Equity Fund

•

Laudus International MarketMasters Fund

•

Laudus Mondrian – Family of Funds

•

Lincoln Variable Insurance Products Trust – Global Income Fund

•

Lincoln Variable Insurance Products Trust – International Fund

•

Mondrian Investment Group - Range of Limited Partnerships

•

Old Westbury Funds, Inc – Old Westbury Global Small and Mid Cap Fund

•

Optimum Fund Trust - Optimum International Fund

•

PACE Select Advisors Trust – PACE International Emerging Markets Equity Investments

•

PACE Select Advisors Trust – PACE International Equity Investments

•

RiverSource Variable Portfolio - Mondrian International Small Cap Fund

•

Russell Investment Company – International Fund

•

Russell Investments Canada – Overseas Equity Fund

•

Russell Investments Canada – Sovereign Overseas Equity Pool

•

Threadneedle (Lux) – Focused Emerging Markets Equity

•

TIFF Investment Program, Inc - TIFF Multi-Asset Fund

•

Vantagepoint International Fund

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

Section III

Exemption List

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

A. EXEMPTIONS TO CODE RULES

The following requirements of this Code do not apply to investments in the Exempted Securities described in B below:

1. Trade Preclearance

2. The three day blackout period rule

3. The 60-day minimum hold rule

B. EXEMPTED SECURITIES

The following instruments are defined as Exempted Securities when used to track or provide exposure to the investments and exposures listed in C below:

•

Derivatives as defined in Section II B. “Derivative” shall include futures, options, contracts for differences, spread betting or any other device that provides exposure to profits or losses from any financial instrument or index (NB: this is intended to cover a wide range of financial exposures e.g. it includes interest rates and currencies).

C. EXEMPTED INVESTMENTS AND EXPOSURES

The following forms of investment and obtaining exposure to underlying assets are exempted from the requirements of the Code listed in A above:

1. Exempted Securities which track or provide exposure to the following indices:

•

MSCI EAFE

•

MSCI Emerging Markets

•

Dow Jones Industrial Average

•

S&P 500 Index

•

S&P 100 Index

•

NASDAQ 100 Index

•

Russell 2000 Index

•

EUROTOP 100 Index

•

Financial Times Stock Exchange (FT-SE) 100 Index

2. Exempted Security positions that pair any of the following currencies:

•

Sterling

•

US Dollar

•

Euro

•

Japanese Yen

3. Exempted Security positions on interest rates.

4. Exempted Security positions which track indices or provide exposure to bonds issued by G7 governments.

5. Exempted Securities which track a physical commodity index or provide exposure to physical commodities e.g. foods, grains, metals & oil

D. DE MINIMIS TRANSACTION EXEMPTION

De minimis transaction (as defined in section II) in any security can be exempted from the Code requirements listed in A above where specifically agreed in advance with the Chief Compliance Officer.

Please remember that:

•

All other requirements of the Code of Ethics may still apply including the need to report transactions in these instruments and the maximum loss restriction.

•

Staff are responsible for ensuring that their PTA Connect accounts reflect all holdings in Securities covered by this Code i.e. you need to update your account to show transactions in the exempted securities

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

Section IV

Insider Trading

Policies and Procedures

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

INSIDER TRADING POLICIES AND PROCEDURES

A. Introduction

Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.), Inc. (collectively “Mondrian”) and you, as a Mondrian employee, are regulated by certain laws governing insider trading. To protect both you and Mondrian from legal liability, Mondrian has prepared this Policy Statement on Insider Trading and Securities Fraud, which establishes specific standards that will facilitate your compliance with applicable legal requirements. The Policy Statement describes limitations, restrictions and procedures for transactions in securities and other instruments by Mondrian employees for themselves or for accounts over which they may have discretion or influence.

All employees are expected to be familiar with and to abide by this Policy Statement. From time to time, you may be asked to certify that you understand and have complied with this Policy Statement. Supervisory officers should periodically reinforce the importance of this Policy Statement to employees under their supervision and point out provisions of particular relevance.

There may be limited circumstances that warrant a waiver to certain rules of this Policy Statement. Requests for any such waivers must be fully documented and approved in advance by the Chief Executive Officer with the advice of the General Counsel and Chief Compliance Officer. All waivers and violations of this Policy Statement must be reported promptly to the Insider Trading Committee.

If you have any questions about the Policy Statement, ask your supervisor or consult with the Compliance Team. If you suspect that there has been a violation of this Policy Statement, you should contact the Compliance Team. All such communications will be handled in a confidential manner.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

B. Definitions

Terms used in this Policy Statement are defined as follows:

Material Information:

Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, sell, or hold securities. Obviously, information that would affect the market price of a security would be material. A few examples of information that might be considered material:

•

dividend increases or decreases;

•

extraordinary borrowings or liquidity problems;

•

a proposal or agreement for merger, acquisition, or divestiture;

•

pending discoveries or developments such as new products or patents;

•

a proposal to redeem securities;

•

developments regarding a company’s senior management;

•

information about major contracts or orders.

The above list is not intended to be exhaustive. All relevant circumstances must be considered in making a determination. If in doubt, you should treat the information as material and consult with Legal or Compliance.

Non-public information:

Information about a company is non-public if it is not generally available to the investing public. Information received under circumstances indicating that it is not yet in general circulation and may be attributable, directly or indirectly, to the company or its insiders may be deemed non-public information. Information appearing in widely accessible sources - such as newspapers and the Dow Jones News Wire - becomes public relatively soon after publication but you should not assume that the information is immediately in the public domain; information appearing in less accessible sources - such as regulatory filings or analysts’ reports - may take 48 hours or more before it is deemed public. If you have any doubt about whether information meets the legal requirements for being public, consult with Legal or Compliance before taking any action.

Securities Fraud:

Securities fraud can occur in various ways and generally includes any act or practice which employs material non-public information to defraud another. For instance, engaging in personal transactions in securities with knowledge that they are being purchased or sold by a Mondrian Fund or managed separate account where an advantage might be gained as a result of these transactions is prohibited. This type of information is both confidential and proprietary and its use for personal gain through personal securities transactions is a violation of U.K. and U.S. federal securities laws.

Insider:

The concept of “insider” is broad. It includes officers, directors and employees of the company, which issued the securities in question. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and, in that capacity, is given access to information which is intended 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 organisations. In addition, Mondrian may become a temporary insider of a company it advises or for which it performs other services. The U.S. Supreme Court has held that a company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

Insider Trading:

Although not specifically defined in the federal securities laws, the term insider trading is generally used to refer to the use of material non-public information to trade in securities (in certain instances, whether or not one is an “insider”) or the communication of material non-public information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

a.	Trading by an insider while in possession of material non-public information, or

b.	Trading by a non-insider while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated, or

c.	Communicating material non-public inside information to others for personal profit or for the profit of another person.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

C. POLICY STATEMENT AND PENALTIES

Policy Statement

No officer, director or employee of Mondrian shall trade securities, either personally or on behalf of others, including client accounts managed by Mondrian, while in the possession of material non-public information directly or indirectly acquired:

•

from sources within the corporation whose securities are involved;

•

in violation of law or breach of duty to such corporation; or

•

otherwise in connection with any scheme, practice or device to commit a fraud involving the purchase or sale of securities.

In addition, no officer, director, or employee of Mondrian shall communicate such material non-public information to others.

This Policy Statement applies to every officer, director and employee and extends to activities within and outside their duties at Mondrian.

Every officer, director and employee must read and retain this Policy Statement. Any questions regarding this Policy Statement or the procedures described herein should be referred to Legal or Compliance.

This Policy Statement is designed to prevent the misuse of material non-public information in violation of the UK laws, FSA rules, US federal securities laws and the rules and regulations thereunder, including so-called “insider trading” and other unlawful and fraudulent practices. This Policy Statement is in addition to the policies under Mondrian’s Code of Ethics.

Penalties for Insider Trading and Securities Fraud

Penalties for violating the relevant UK and US federal securities laws and the rules and regulations thereunder by trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and for 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 may include:

•

civil injunction

•

significant damages

•

disgorgement of profit made or loss avoided

•

jail sentences

•

unlimited fines for the person who committed the violation whether or not the person actually benefited, and

•

unlimited fines for the employer or other controlling person.

Any violation of this Policy Statement can be expected to result in serious sanctions by Mondrian including dismissal of the person involved. In addition, all violations of criminal laws applicable to Mondrian are reported to the appropriate authorities for possible prosecution.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

D. PROCEDURES

The following procedures have been established to aid the officers, directors and employees of Mondrian in avoiding insider trading, and to aid Mondrian in preventing, detecting and imposing sanctions with respect to insider trading. Every officer, director and employee of Mondrian must follow these procedures or risk serious sanctions, including dismissal by Mondrian and the imposition of substantial personal liability and criminal penalties.

1.	Identifying Prohibited Transactions

Before trading for yourself or others, including investment companies or private accounts managed or advised by Mondrian, in the securities of a company about which you may have what may be confidential or potential inside information, ask yourself the following questions:

Is the information “inside” information? Has the information been acquired, directly or indirectly (i) from sources within the corporation whose securities are involved or (ii) in violation of the law or the breach of any duty to such corporation?

Even if the information is not “inside” information, is it confidential and would its use in the transaction be a violation of trust, a breach of a duty owed to a third party, or operate as a fraud?

Is the information material? Is this information that an investor would consider important in making his or her investment decision? Is this information that would materially effect the market price of the securities if generally disclosed?

Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Financial Times, The Wall Street Journal or other publications of general circulation?

If after consideration of the above, you are not certain about whether the information is “inside” information, is material, and/or is non-public, or if you have questions as to whether the proposed transaction may involve the use of material non-public information (whether or not “insider” information) in a fashion which may operate as a fraud, unfairly disadvantage another or otherwise violate the securities laws, you should take the following steps:

Bring the matter immediately to the attention of the Chief Compliance Officer and do not communicate the information to anyone else inside or outside Mondrian other than the Chief Compliance Officer (or, in his absence, his alternate).

Do not purchase or sell the securities on behalf of yourself or others, including client accounts managed by Mondrian.

The Chief Compliance Officer will promptly advise you as to what, if anything, you need to do. If deemed necessary, the Chief Compliance Officer may refer the matter to the Insider Trading Committee. After the Insider Trading Committee has reviewed the issue, you may be given further instructions. The members of the Committee are as follows:

Chief Compliance Officer

Chief Operating Officer

Chief Investment Officer (or equivalent head of the relevant product area)

Investment Director (independent of the relevant product area)

General Counsel

Committee decisions require approval by at least three of the above officers with at least one member from Legal/Compliance and one senior member from the Investment team.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

2.	Restricting Access to Material Non-Public Information

Material, non-public information in your possession that you identify as “inside” or confidential information may not be communicated to anyone, including persons within Mondrian except the Chief Compliance Officer as described above and except that confidential information as to proposed transactions in the portfolios of the funds or advised accounts and proprietary research information properly acquired by Mondrian, its officers, directors and employees, may be communicated within Mondrian as required for the proper conduct of its business. In addition, care should be taken so that such information is secure. For example, files containing material non-public “inside” or confidential information should be sealed and access to computer files containing such information should be restricted.

3.	Resolving Issues Concerning Insider Trading

If, after consideration of the items set forth above, doubt remains as to whether information is “inside” information, confidential, material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

4.	Restricted List

In order to facilitate compliance with this Policy Statement, Mondrian maintains a Restricted List. The Restricted List identifies companies whose securities have tight restrictions on their trading and recommendation to others by Mondrian employees. This list is also used to monitor trading by Mondrian employees when Mondrian is in possession of certain information.

The Restricted List contains the names of companies whose securities are restricted from trading by ALL Mondrian accounts and/or employees. These securities cannot be purchased, sold, or recommended by any employee and are usually on the list for a specified time period.

Although the reasons for including a company on the Restricted List may vary, a company with publicly traded securities should be considered for inclusion in situations that present a conflict of interest (real or perceived) or where certain personnel are expected to have non-public information about a company. Examples of situations when a company should be put on the Restricted List are:

•

A company is permanently on the Restricted List when an Investment Professional is a member of the company’s board.

•

Companies about which Mondrian possesses material non-public inside information.

The Compliance Team is responsible for maintaining the Restricted List

Employees should notify the Chief Compliance Officer of all companies that should be added to the list. If you are not sure about whether a situation warrants a company being put on the list, please consult with the Chief Compliance Officer.

The Compliance Team will check preclearance requests for issuers on the Restricted List.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

E. SUPERVISORY PROCEDURES, PREVENTION AND DETECTION

Supervisory Procedures

The role of Legal and Compliance is critical to the implementation and maintenance of Mondrian’s policies and procedures against insider and other fraudulent trading practices. Supervisory Procedures can be divided into two classifications – prevention and detection.

Prevention of Improper Trading

Prevention of improper trading in securities requires that Mondrian establish, maintain and enforce appropriate policies, and that all personnel be aware of and understand these policies, the seriousness with which they are viewed and enforced and the potential sanctions for their violation.

To that end, the Chief Compliance Officer, or where necessary, the Insider Trading Committee, will:

familiarise officers, directors and employees with Mondrian’s policies and procedures.

answer questions regarding Mondrian’s policy and procedures described in this Policy Statement.

resolve issues as to whether information received “inside” or in confidence is material and/or non-public.

review on a regular basis and update as necessary Mondrian’s policy and procedures.

when it has been determined that an officer, director or employee of Mondrian has material non-public “inside” or confidential information,

(1)

implement measures to prevent dissemination or misuse of such information, and

(2)

if necessary, restrict officers, directors and employees from trading the securities.

Detection of Improper Trading

To prevent the misuse in violation of the relevant UK and US federal securities laws and the rules and regulations thereunder, of material non-public information by Mondrian or persons associated with Mondrian, the Compliance Team reviews and compares the securities transactions of advised accounts (both fund and separate accounts) with transactions of employees to detect instances where an employee may have taken advantage of confidential information relating to current or proposed transactions by the funds and accounts, for the employee’s own personal gain.

It should be noted that it is not a violation of Mondrian’s policy or a breach of an employee’s fiduciary duty to Mondrian to purchase or sell securities for the employee’s own account while in possession of proprietary research information properly acquired by Mondrian, its officers, directors or employees, provided that the purchase or sale does not otherwise violate Mondrian’s Policy Statement on Insider Trading and Securities Fraud or any other part of Mondrian’s Code of Ethics.

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

Section V

Rumours Policy

M ONDRIAN I NVESTMENT P ARTNERS C ODE OF E THICS

FALSE OR MISLEADING RUMOURS POLICY

Background

The FSA, SEC and other market regulators require investment advisors to have adequate controls to prevent the intentional creation or spreading of false information intended to affect securities prices.

Mondrian’s False or Misleading Rumours Policy

A false or misleading rumour means any information that an employee knows or has reasonable grounds for believing is false or misleading. A false or misleading rumour would also be defined as information that would improperly influence the price of a security whether by affecting the entire market, an industry sector or a particular issuer.

No officer or employee of Mondrian shall originate or, except as permitted below, circulate in any manner a false or misleading rumour about a security or its issuer for the purpose of influencing the market price of the security. Where a legitimate business reason exists for discussing such a rumour (for example where a client is seeking an explanation for an erratic share price movement which could be explained by such a rumour), care should be taken to ensure that such a rumour is communicated in a manner that:

¨	sources the origin of the information (where possible);

¨	gives it no additional credibility or embellishment;

¨	makes clear that the information is a rumour; and

¨	makes clear that the information has not been verified.

Staff are required to report promptly to the Chief Compliance Officer when they believe a false or misleading rumour might have been circulated in the company.

As it may not always be clear if information received is a rumour or if it is false or misleading, staff are encouraged to consult with the Chief Compliance officer where there are doubts so that a determination can be made as to the best course of action.

Exceptions to Mondrian’s False or Misleading Rumours Policy

The following communications are permitted under Mondrian’s False or Misleading Rumours Policy to discuss the veracity of the rumour:

¨	discussions of false or misleading rumours among investment personnel and others within the firm who have a business need to know of such rumours;

¨	a discussion of information that is widely circulated in the public media, with the caveat that the source of the information and its unsubstantiated nature must be disclosed.

Compliance with Mondrian’s False or Misleading Rumours Policy

Compliance with Mondrian’s False or Misleading Rumours Policy is required by all staff. The policy is available to all staff on the Mondrian Intranet and Mondrian provides awareness training to staff on a periodic basis.

CODE OF ETHICS AND PERSONAL TRADING GUIDELINES

MORGAN STANLEY INVESTMENT MANAGEMENT ¹

Effective: September 16, 2013

¹	Ex-Merchant Banking and Real Estate Investing

Table of Contents ²


I.	INTRODUCTION		3
	A.	General	3
	B.	Standards of Business Conduct	3
	C.	Overview of Code Requirements	4
	D.	Definitions	4
	E.	Grounds for Disqualification from Employment	8
	F.	Other Policies and Procedures	9

II.	PRE-CLEARANCE REQUIREMENTS		9
	A.	Employee Securities Accounts	9
	B.	Personal Trading	12
	C.	Other Pre-Clearance Requirements	16

III.	REPORTING REQUIREMENTS		16
	A.	Initial Holdings and Brokerage Account(s) Reports and Certification	16
	B.	Quarterly Transactions Report	17
	C.	Annual Holdings Report and Certification of Compliance	17

IV.	OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS		18
	A.	Approval to Engage in an Outside Activity	18
	B.	Approval to Invest in a Private Placement	19
	C.	Approval Process	19
	D.	Client Investment into Private Placement	19

V.	POLITICAL CONTRIBUTIONS		19

VI.	GIFTS AND ENTERTAINMENT		20

VII.	CONSULTANTS AND TEMPORARY EMPLOYEES		20

VIII.	REVIEW, INTERPRETATIONS AND EXCEPTIONS		20

IX.	ENFORCEMENT AND SANCTIONS		21

²	Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008, August 19, 2010, September 17, 2010, February 15, 2011, March 1, 2011, September 28, 2011 and June 29, 2012.

I.	INTRODUCTION ³

General

The Morgan Stanley Investment Management (“MSIM”) Code of Ethics (the “Code”) is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and outside activities as an MSIM employee. It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, when amendments are made, and annually.

Standards of Business Conduct

MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. This Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM employee as they relate to your personal securities transactions.

•

Fiduciary Duties.

As an MSIM employee, you owe a fiduciary duty to MSIM’s Clients. This means that in every decision relating to personal investments, you must recognize the needs and interests of Clients and place those ahead of any personal interest or interest of the Firm.

•

Personal Securities Transactions and Relationship to MSIM’s Clients.

MSIM generally prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.

If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance immediately.

³	This Code is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act) and Rule 17j-1 under the Investment Company Act of 1940 (Company Act). Please note that there is a separate Code of Ethics for the Morgan Stanley mutual fund families.

Overview of Code Requirements

Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:


Activity		Code Requirements
Employee Securities Account(s)		Pre-clearance, Reporting
Personal Trading		Pre-clearance, Holding Period, Reporting
Participating in an Outside Activity		Pre-clearance, Reporting
Investing in a Private Placement		Pre-clearance, Reporting
Political Contributions		Pre-clearance, Reporting
Gifts and Entertainment		Reporting

You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.

Definitions

These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. They are an integral part of the Code and a proper understanding of them is essential. Please refer back to these Definitions as you read the Code.

•

“Access Persons” as defined in the Morgan Stanley Code of Conduct for purposes of transacting in Morgan Stanley stock includes:

•

all Morgan Stanley Management Committee and Operating Committee members

•

all other Managing Directors

•

if your business unit or department has a title structure that does not include Managing Director, the person(s) with the highest available title in that unit

•

individuals notified by Compliance that, due to their job responsibilities, they are considered to be Access Persons.

•

“Client” means and includes shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.

•

“Compliance” means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai).

•

“Consultant” means a non-employee of MSIM who falls under the definition of a Covered Person.

•

“Covered Persons” ⁴ means and includes:

•

All MSIM employees;

•

All directors, officers and partners of MSIM;

•

Any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic (such as certain consultants, leased workers or temporary employees).

•

Any personnel with responsibilities related to MSIM or who support MSIM as a business and have frequent interaction with Covered Persons or Investment Personnel as determined by Compliance (e.g., IT, Internal Audit, Legal, Compliance, Portfolio Services, Corporate Services and Human Resources).

The definition of “Covered Person” may vary by location. Please contact Compliance if you have any question as to your status as a Covered Person.

•

Any other persons falling within such definition under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance from time to time.

•

“Covered Securities” includes generally all equity or debt securities, including derivatives of securities (such as options, warrants and ADRs), futures, commodities, securities indices, exchange-traded funds, open-end mutual funds for which MSIM acts as adviser or sub-adviser, closed-end funds, corporate and municipal bonds, spot foreign exchange transactions (“spot fx”) and similar instruments, but does not include “Exempt Securities,” as defined below. Please refer to Schedule A for application of the Code to various security types.

⁴	The term “Access Person” is consistent with the definition of “Access Person” in the Morgan Stanley Code of Conduct.

•

“Employees” means MSIM employees. For purposes of this Code, all Employees are considered Covered Persons.

•

“Employee Securities Account” is any account in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, as defined below. This includes:

•

accounts owned by you;

•

accounts of your spouse or domestic partner;

•

accounts of your children or other relatives of you or your spouse or domestic partner who reside in the same household as you and to whom you contribute substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you);

•

accounts where you obtain benefits substantially equivalent to ownership of securities;

•

accounts that you or the persons described above could be expected to influence or control, such as:

•

joint accounts;

•

family accounts;

•

retirement accounts;

•

corporate accounts;

•

trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;

•

arrangements similar to trust accounts that benefit you directly;

•

accounts for which you act as custodian; and

•

partnership accounts.

•

“Exempt Securities” are securities that are not subject to the pre-clearance, holding and reporting requirements of the Code, such as:

•

Bankers’ acceptances, bank certificates of deposit and commercial paper;

•

Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the

two highest categories by a nationally recognized statistical rating organization);

•

Direct obligations of the U.S. Government ⁵ ;

•

Shares held in money market funds;

•

Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and

•

Open-end mutual funds for which MSIM does not act as adviser or sub-adviser.

Please refer to Schedule A for application of the Code to various security types.

•

“Firm” means Morgan Stanley, MSIM’s parent company.

•

“Investment Personnel” means and includes:

•

Employees in the Global Equity, Global Fixed Income and Alternative Investment Partners Groups, including portfolio managers, traders, research analysts, support staff, etc., and any other Covered Person who obtains or has access to information concerning investment recommendations made to any Client; and

•

Any persons designated as Investment Personnel by Compliance.

•

“IPO” means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.

•

“Morgan Stanley Broker” means a broker-dealer affiliated with Morgan Stanley.

•

“Morgan Stanley Investment Management” or “MSIM” means the companies and businesses comprising Morgan Stanley’s Investment Management Division. See Schedule B .

•

“Mutual Funds” includes all open-end mutual funds and similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan, but does not include shares of open-end money market mutual funds (unless otherwise directed by Compliance).

•

“Outside Activity” means any organized or business activity conducted outside of MSIM. This includes, but is not limited to, participation on a

⁵	Includes securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds, and U.S. Treasuries, and equivalent securities issued by non-U.S. governments.

board of a charitable organization, part-time employment or formation of a limited partnership.

•

“Portfolio Managers” are Employees who are primarily responsible for the day-to-day management of a Client portfolio.

•

“Private Placement” means a securities 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, please consult with Compliance.

•

“Proprietary or Sub-advised Mutual Fund” means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.

•

“Research Analysts” are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any Client portfolio.

Grounds for Disqualification from Employment

Pursuant to the terms of Section 9 of the Advisers Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee:

•

within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

•

is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging

in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

You are obligated to report any conviction or injunction described here to Compliance immediately.

Other Policies and Procedures

In addition to this Code, you are also subject to the Morgan Stanley Investment Management Compliance Manual and the Morgan Stanley Code of Conduct .

Please contact Compliance for additional policies applicable in your region.

II.

PRE-CLEARANCE REQUIREMENTS

Employee Securities Accounts

Generally, you must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker. Situations in non-U.S. offices may vary. New Employees must transfer, at their expense, their Employee Securities Account(s) to a Morgan Stanley Broker as soon as practical (generally within 30 days of becoming a Covered Person). Failure to do so will be considered a significant violation of this Code .

•

Process for Opening a Morgan Stanley Brokerage Account.

When opening an account with a Morgan Stanley Broker, you must notify the Broker that you are an MSIM Employee and that all Employee Securities Accounts opened by you must be coded as an employee or employee-related account. You are responsible for reporting your Morgan Stanley Brokerage account number to Compliance during the Quarterly Transactions Reporting process. Prior approval from Compliance is not required. The process in non-U.S. offices may vary.

•

Non-Morgan Stanley Accounts by Special Permission only.

Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and will be granted only with the prior written approval of Compliance. If your request is approved, you will be required to ensure that duplicate confirmations and statements are sent to Compliance. Situations in non-U.S. offices may vary.

If you maintain an outside account without appropriate approval, you must immediately disclose this to Compliance.

•

Individual Savings Accounts (“ISAs” for employees of MSIM Ltd.)

MSIM Ltd. employees are permitted to establish ISAs with outside managers but details may require pre-clearance. The degree of reporting that will be required will depend on the type of ISA held. Fully discretionary managed ISAs (i.e. an independent manager makes the investment decisions) may be established and maintained without the prior approval of Compliance, provided that you exercise no influence or control on stock selection or other investment decisions. Once an ISA is established, details must be disclosed via the Firm’s Outside Business Interests system (“OBI”). Non-discretionary ISAs (including single company ISAs) where an employee makes investment decisions may only be established and maintained if pre-clearance from Compliance is sought, duplicate statements are supplied to Compliance and the Code of Ethics quarterly and annual reporting requirements are met.

•

Mutual Fund Accounts

You may open an account for the exclusive purchase of open-end Mutual Funds, including Proprietary Mutual Funds (i.e. an account directly with a fund transfer agent) without prior approval from Compliance. If the account is opened for the purchase of Sub-Advised Mutual Funds, duplicate confirmations of all transactions and account statements must be sent to Compliance.

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See the MSIM Private Limited Employee Trading Policy .

•

Discretionary Managed Accounts.

You may open a fully discretionary managed account (“Discretionary Managed Account”) at Morgan Stanley if the account meets the standards set forth below. In certain circumstances and with the prior written approval of Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.

In order to establish a Discretionary Managed Account, you must grant to the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest,

the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.

To open a Morgan Stanley Discretionary Managed Account, you must submit the appropriate Discretionary Managed Account form, along with the required documentation (i.e. the advisory agreement or contract with the manager) to Compliance. See Schedule C . If it is managed by a non-Morgan Stanley manager, please submit the request in the OBI system and arrange for duplicate copies of trade confirmations and statements to be sent to Compliance.

•

Issuer Purchase Plans.

You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or “DRIP,” by submitting the DRIP form to your local Compliance group and by pre-clearing the initial purchase and any sales of shares. See Schedule C . You must also report holdings annually to Compliance.

•

Other Morgan Stanley Accounts:

Employee Stock Purchase Plan (ESPP) (no new contributions effective June 1, 2009)

Employee Stock Ownership Plan (ESOP)

Employee Incentive Compensation Plan (EICP)

Morgan Stanley Compensation Incentive Program (MSCIP)

Morgan Stanley 401(k) (401(k) Plan).

You do not have to pre-clear participation in the ESOP, EICP MSCIP or 401(k) Plan with Compliance. However, you must disclose participation in any of these plans (quarterly, upon initial participation, and on annual certifications).

NOTE: PARTICIPATION IN A NON-MORGAN STANLEY 401(k) PLAN OR SIMILAR ACCOUNT THAT PERMITS YOU TO TRADE COVERED SECURITIES MUST BE PRE-APPROVED BY COMPLIANCE.

•

Investment Clubs

You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.

•

529 Plans

You do not have to pre-clear participation in a 529 Plan with Compliance.

Personal Trading

You are required to obtain pre-clearance of personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds. Exempt Securities do not require pre-clearance. Please see the Securities Transaction Matrix attached as Schedule A for additional information about when pre-clearance is or may not be required.

•

Initiating a Transaction.

Pre-clearance must be obtained by entering the trade request into the Trade Pre-Clearance System by typing “TPC” into your internet browser. For regions without access to TPC, please contact Compliance. See Schedule C . Once Compliance has performed the necessary checks, Compliance will notify you promptly regarding your request.

•

Pre-Clearance Valid for One Day Only.

If your request is approved, such approval is valid only for the day it is granted. Any transaction not completed on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. ⁶

•

Holding Requirement and Repurchase Limitations

Proprietary or Sub-advised Mutual Funds

You may not redeem or exchange Proprietary Mutual Funds (i.e., Morgan Stanley funds) until at least 30 calendar days from the purchase trade date.

Sub-advised Mutual Funds are not subject to a holding period but do carry a reporting requirement, as detailed below.

All other Covered Securities

You may not sell a Covered Security until you have held it for at least 30 days.

If you sell a Covered Security, you may not repurchase the same security for at least 30 days.

⁶	In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

MSIMJ Employees . In case of selling equity and equity-linked notes, Covered Persons at MSIMJ must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in MS stock.

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See the MSIM Private Limited Employee Trading Policy .

•

Restrictions and Requirements for Portfolio Managers and Investment Personnel .

Blackout Period . No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a Portfolio Manager for a period of seven calendar days before or seven calendar days after the Portfolio Manager purchases or sells the security on behalf of a Client. A Portfolio Manager may request an exception from the blackout period if the Covered Security was traded for an index fund or index portfolio.

In addition, Investment Personnel who have knowledge of a Portfolio Manager’s trading activity are subject to the same blackout period.

Investment Personnel must also obtain an additional signature from their manager or his/her designee prior to pre-clearance.

•

Employees Designated to be “Above the Wall”

Employees in the MSIM Legal and Compliance Division and the MSIM Global Risk & Analysis Division are designated to be above the wall and are subject to additional pre-clearance checks with the Control Group. Other employees may also be subject to the above-the-wall checks as deemed necessary by Compliance.

•

Transactions in Morgan Stanley (MS) Stock

You may only transact in MS stock during designated window periods. (Please consult MS Today for the window period prior to trading. Note that Access Persons have a shorter window period than other employees). This includes the gifting of MS Stock. If you are transacting in MS stock through a brokerage account, you are no longer required to pre-clear the transaction through Compliance . Similarly, you do not have to pre-clear transactions in MS stock sold out of your EICP, ESOP, ESPP or 401(k) Plan. All other holding and reporting requirements for Covered Securities still apply.

For MSIMJ employees, as noted above, a six-month holding period applies.

•

Additional Restrictions for “Access Persons.”

Morgan Stanley imposes additional restrictions on selling MS stock for Access Persons, as defined above.

Firm policy requires Access Persons, among other things, to hold a position in MS stock for a minimum of six months in their employee and employee-related accounts. If you are an Access Person, please consult the Window Period Announcement on the Firm intranet before transacting in MS stock.

As always, employees may never buy or sell MS stock if in possession of material, non-public information regarding Morgan Stanley.

•

Trading Derivatives

You may not trade forward contracts, including currency forwards, physical commodities and related derivatives, over-the-counter warrants or swaps. In addition, you may not trade futures under this Code.

The following is a list of permitted options trading:

Call Options .

Listed Call Options . You may purchase a listed call option only if the call option has a period to expiration of at least 30 days from the date of purchase and you hold the call option for at least 30 days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 days.

Covered Calls . You may also sell (or “write”) a call option only if you have held the underlying security (in the corresponding quantity) for at least 30 days.

Put Options .

Listed Put Options . You may purchase a listed put option only if the put option has a period to expiration of at least 30 days from the date of purchase and you hold the put option for at least 30 days prior to sale. If you purchase a put option on a security you already own, you may only exercise the put once you have held the underlying security for 30 days.

Selling Puts . You may not sell (“write”) a put.

Please note that you must obtain pre-clearance to exercise an option as well as to purchase or sell an option.

•

Other Restrictions

Primary and Secondary Public Offerings . Consistent with the Code of Conduct, you and your Employee Securities Account(s) are prohibited from purchasing any equity security in an initial public offering. In addition, unless otherwise notified, you may not purchase an equity security that is part of a primary or secondary offering that the Firm is underwriting or selling until the distribution has been completed. Accordingly, you must consult Compliance prior to purchasing an equity security in a primary or secondary public offering to determine whether any restrictions apply.

Please note that this restriction applies to your immediate family as well, regardless of whether the accounts used to purchase these securities are considered Employee Securities Accounts.

Purchases of new issue debt are permitted, provided such purchases are pre-cleared and meet other relevant requirements of the Code.

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See the MSIM Private Limited Employee Trading Policy .

Open Client Orders . Personal trade requests will be denied if there is an open order for any Client in the same security or related security. Exemptions are granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.

Short Sales . You may not engage in short selling of Covered Securities.

Restricted List . You may not transact in Covered Securities that appear on the Firmwide Restricted List. Compliance will check the Restricted List as part of its pre-clearance process.

•

Other Criteria Considered in Pre-Clearance

In spite of adhering to the requirements specified throughout this Section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.

•

Reversal and Disgorgement

Any transaction that is prohibited by this Section may be required to be reversed and any profits (or any differential between the sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period) will be subject to disgorgement at the discretion of Compliance. Please see the Code Section regarding Enforcement and Sanctions below.

Other Pre-Clearance Requirements

Please note that the following activities also require pre-clearance under the Code:

•

Outside Activities

•

Investments in Private Placements

•

Political Contributions

Please refer to the Sections below for more details on the additional Code requirements regarding these activities.

III.

REPORTING REQUIREMENTS

Initial Holdings and Brokerage Account(s) Reports and Certification

When you begin employment with MSIM or you otherwise become a Covered Person, you must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to Compliance no later than 10 days after you become a Covered Person. The information must not be more than 45 days old from the day you became a Covered Person and must include:

•

the title and type, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security;

•

the name of any broker-dealer, bank or financial institution where you hold an Employee Securities Account;

•

any Outside Activities; and

•

the date you submitted the Initial Holdings Report.

•

Certification

All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also certify that

you have read, understand and agree to abide by the terms of the Code. See Schedule C .

Quarterly Transactions Report

You must submit a Quarterly Transaction Report to Compliance no later than 30 calendar days after the end of each calendar quarter or in accordance with regulatory requirements applicable to your region. The report must contain the following information about each transaction involving a Covered 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 any Covered Security;

•

the nature of the transaction (i.e. purchase, sale or 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 submitted the Quarterly Report.

•

Exceptions

You do not have to submit a Quarterly Transactions Report if it would duplicate information in broker trade confirmations or account statements Compliance already receives or may access, such as Morgan Stanley brokerage accounts, direct accounts for the purchase of Proprietary Mutual Funds and employee-benefit related accounts (i.e. Morgan Stanley 401(k), ESPP, ESOP, MSCIP and EICP). For non-Morgan Stanley confirmations and account statements, Compliance must receive this information no later than 30 days after the end of the applicable calendar quarter.

A reminder to complete the Quarterly Transaction Report will be provided to you by Compliance at the end of each calendar quarter. See Schedule C .

Annual Holdings Report and Certification of Compliance

Annually, you must report holdings and transactions in Covered Securities by completing the Annual Holdings Report and Certification of Compliance, which includes the following information:

•

a listing of your current Morgan Stanley brokerage account(s);

•

a listing of all securities beneficially owned by you in these account(s);

•

all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Placements and Outside Activities; and

•

all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k)s and any securities held in certificate form).

The information must not be more than 45 days old on the day you submit the information to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code.

The link to the Annual Holdings Report and Certification of Compliance will be provided to you by Compliance. See Schedule C .

IV.

OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS

Approval to Engage in an Outside Activity

You may not engage in any Outside Activity, regardless of whether or not you receive compensation , without prior approval from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity.

Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation). Generally, you will not be approved for any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not competitive with those of the Firm.

A request to serve on the board of any company, especially the board of a public company, will be granted in very limited instances only. If you receive an approval, your directorship will be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.

Approval to Invest in a Private Placement

You may not invest in a Private Placement of any kind without prior approval from Compliance. Private Placements include investments in privately held corporations, limited partnerships, tax shelter programs and hedge funds (including those sponsored by Morgan Stanley or its affiliates).

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See the MSIM Private Limited Employee Trading Policy .

Approval Process

You must request pre-clearance of Outside Activities and Private Placements online through the Outside Business Interest system by typing “OBI” into your intranet browser.

Client Investment into Private Placement

If you have a personal position in an issuer through a Private Placement, you must contact Compliance immediately if you are involved in considering any subsequent investment decision on behalf of a Client regarding any security of that issuer or its affiliate. In these instances, the relevant Chief Investment Officer will make an independent determination of the final investment decision and document the same, with a copy to Compliance.

V.	POLITICAL CONTRIBUTIONS

Morgan Stanley places certain restrictions and obligations on its employees in connection with their political contributions and solicitation activities. Morgan Stanley’s Policy on U.S. Political Contributions and Activities (the “Policy”) is designed to permit Employees, Morgan Stanley and the Morgan Stanley Political Action Committee to pursue legitimate political activities and to make political contributions to the extent permitted under applicable regulations. The Policy prohibits any political contributions, whether in cash or in kind, to state or local officials or candidates in the United States that are intended or may appear to influence the awarding of business to Morgan Stanley or the retention of that business.

You are required to obtain pre-clearance from Compliance prior to making any political contribution to or participating in any political solicitation activity on behalf of a U.S. federal, state or local political candidate, official, party or organization by completing a Political Contributions Pre-Clearance Form. See Schedule C .

Restricted Persons, as defined in the Policy, and certain executive officers are required to report to Compliance, on a quarterly basis, all state and local political contributions.

Compliance will distribute disclosure forms to the relevant individuals each quarter. The information included on these forms will be used by Morgan Stanley to ensure compliance with the Policy and with any applicable rules, regulations and requirements. In addition, as required by applicable rules, Morgan Stanley will disclose to the appropriate regulators on a quarterly basis any reported political contributions by Restricted Persons.

Violations of this Policy can have serious implications on Morgan Stanley’s ability to do business in certain jurisdictions. Contact Compliance if you have any questions.

VI.

GIFTS AND ENTERTAINMENT

Morgan Stanley’s Code of Conduct sets forth specific conditions under which employees and their family members may accept or give gifts or entertainment. In general, employees and their families may not accept or give gifts or special favors (other than an occasional non-cash gift of nominal value) from or to any person or organization with which Morgan Stanley has a current or potential business relationship. Please contact Compliance for your region’s Gifts and Entertainment policy.

VII.

CONSULTANTS AND TEMPORARY EMPLOYEES

Consultants and other temporary employees who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM (i.e. any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic) must adhere to the following Code provisions:

•

Reporting on an initial, quarterly and annual basis;

•

Duplicate confirmations and statements sent to Compliance for transactions in any Covered Security;

•

Restriction from participating in any IPOs;

•

Pre-clearance of any Outside Activities and Private Placements.

Those consultants or temporary employees that are hired for positions lasting more than one year are required to transfer brokerage accounts to Morgan Stanley.

VIII. REVIEW, INTERPRETATIONS AND EXCEPTIONS

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code

policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Compliance will grant exceptions only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.

IX.

ENFORCEMENT AND SANCTIONS

Violations of this Code may be reported to the Chief Compliance Officer and on a quarterly basis to senior management and the applicable funds’ board of directors. MSIM may issue letters of warning/education or impose sanctions as appropriate, including notifying the Covered Person’s manager, issuing a reprimand (orally or in writing), monetary fine, demotion, suspension or termination of employment. The following is a schedule of sanctions that may be imposed for failure to abide by the requirements of the Code. Violations are considered on a cumulative basis.

These sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions, including imposition of more severe sanctions, if deemed warranted by the facts and circumstances of each situation. Senior management at MSIM, including the Chief Compliance Officer, is authorized to determine the choice of actions to be taken in specific cases.

Sanctions may vary based on regulatory concerns in your jurisdiction.


TRADING VIOLATIONS	SANCTION

Front running (trading ahead of a Client)	Each case to be considered on its merits. Possible termination and reporting to regulatory authorities.

Insider trading (trading on material non-public information)	Each case to be considered on its merits. Possible termination and reporting to regulatory authorities.

Failing to obtain authorization for a trade, including non-proprietary private placements* or trading on day after pre-clearance is granted for a personal securities transaction	1 ^st Offense	Letter of Warning; possible reversal of trade with any profits donated to charity

Trading within 30 day holding period (6 months for MSIMJ and all Managing Directors globally) or trading MS stock outside designated window periods Trading in seven day blackout period or purchasing an IPO	2 ^nd Offense	Non-Investment Personnel except Managing Directors : Violation Letter; possible reversal of trade with any profits donated to charity plus a fine of $200 USD Investment Personnel and all Managing Directors : Violation Letter; possible reversal of trade with any profits donated to charity plus a discretionary fine of $1,000

* See the Disclosure / Acknowledgement Violations section for sanctions related to failure to disclose private placements related to Morgan Stanley and cash investments)	3 ^rd Offense	Violation Letter; possible reversal of trade with any profits donated to charity plus a fine equal to the greater of $1,000 USD or 5% of the net trade amount donated to charity and a 3-month trading ban.


DISCLOSURE/ACKNOWLEDGEMENT VIOLATIONS	SANCTION

Failing to complete documentation or meet reporting requirements (i.e. Annual Certification or Code of Ethics acknowledgement; provision of statements and confirms) in a timely manner Failing to disclose an Outside Business Activity or a private placement including Morgan Stanley funds, transactions in privately held corporations, limited partnerships, tax shelters and similar privately offered deals including hedge funds Failing to get outside brokerage account approved	1 ^st Offense	Letter of Warning; account moved to MS broker immediately
	2 ^nd Offense	Violation Letter; account moved to MS broker immediately; plus a $200 fine
	3 ^rd Offense	Violation Letter; account moved to MS broker immediately; plus a $300 fine

SCHEDULE A

SECURITIES TRANSACTION MATRIX


TYPE OF SECURITY	Pre-Clearance Required	Reporting Required	Holding Required
Covered Securities
Pooled Investment Vehicles :
Closed-End Funds	Yes	Yes	Yes
Open-End Mutual Funds advised by MSIM	No	Yes	Yes
Open-End Mutual Funds sub-advised by MSIM	No	Yes	No
Unit Investment Trusts	No	Yes	No
Exchange Traded Funds (ETFs)	Yes	Yes	Yes

Equities :
MS Stock ⁷	No	Yes	Yes
Common Stocks	Yes	Yes	Yes
Listed depository receipts e.g. ADRs, ADSs, GDRs	Yes	Yes	Yes
DRIPs ⁸	Yes	Yes	Yes
Stock Splits	No	Yes	Yes
Rights	Yes	Yes	Yes
Stock Dividend	No	Yes	Yes
Warrants (Exercised)	Yes	Yes	Yes
Preferred Stock	Yes	Yes	Yes
Initial Public Offerings (equity IPOs)		PROHIBITED
Hedge Funds	Yes	Yes	No

Derivatives
MS (stock options)	Yes	Yes	Yes
Common Stock Options	Yes	Yes	Yes
Spot FX	No	Yes	Yes
Forward Contracts (including currency forwards)		PROHIBITED
Commodities		PROHIBITED
OTC warrants or swaps		PROHIBITED
Futures		PROHIBITED

⁷	Employees may only transact in MS stock during designated window periods.

⁸	Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.


Fixed Income Instruments :
Fannie Mae	Yes	Yes	Yes
Freddie Mac	Yes	Yes	Yes
Corporate Bonds	Yes	Yes	Yes
Convertible Bonds (converted)	Yes	Yes	Yes
Municipal Bonds	Yes	Yes	Yes
New Issues (fixed income)	Yes	Yes	Yes

Private Placements (e.g. limited partnerships)	Yes	Yes	N/A
Outside Activities	Yes	Yes	N/A
Investment Clubs		PROHIBITED

Exempt Securities
Mutual Funds (open-end) not advised or sub-advised by MSIM	No	No	No
US Treasury ⁹	No	No	No
CDs	No	No	No
Money Markets	No	No	No
GNMA	No	No	No
Commercial Paper	No	No	No
Bankers’ Acceptances	No	No	No
Investment Grade Short-Term Debt Instruments ¹⁰	No	No	No

⁹	For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction (i.e. international government debt).

¹⁰	For these purposes, repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated as investment grade by a nationally recognized statistical rating organization.

SCHEDULE B

MSIM AFFILIATES

Registered Investment Advisers

Morgan Stanley Investment Management Inc.

Morgan Stanley AIP GP LP

Private Investment Partners, Inc.

Morgan Stanley Investment Management Limited (MSIM Ltd.)

Morgan Stanley Investment Management Company (Singapore)

Morgan Stanley Investment Management (Japan) Co., Ltd. (MSIMJ)

Investment Advisers that are not Registered

Morgan Stanley Investment Management Private Limited* (MSIM Private Limited)

Morgan Stanley Investment Management Proprietary (Pty) Limited (Australia)*

Broker-Dealer

Morgan Stanley Distribution Inc.

Transfer Agent

Morgan Stanley Services Company Inc.

SCHEDULE C

CODE OF ETHICS FORMS

Procedures and forms in non-U.S. offices may vary

Account Opening Forms

Morgan Stanley Discretionary Managed Account

Non-Morgan Stanley Discretionary Managed Account ( OBI )

Dividend Reinvestment Plan (DRIPs)

•

As per the Code of Ethics, you must pre-clear the initial purchase in a DRIP Plan ( TPC )

Transaction Pre-Clearance

Trade Pre-Clearance System ( TPC )

Personal Securities Transaction Form for non-US regions (Please contact your local Compliance group)

Outside Business Interest System (Outside Activities and Private Placements) ( OBI )

Political Contributions ( PCT )

Reporting Forms

Initial Holdings Report

Quarterly Transactions Report ( QTR Form )

Annual Holdings Report and Certification of Compliance (Please contact your local Compliance group)

Code of Ethics Certifications

Initial Certification (Please contact your local Compliance group)

Certification of Amended Code (Please contact your local Compliance group)

Annual Certification (Please contact your local Compliance group)

Code of Business Conduct

and

Code of Ethics

ALLIANZ GLOBAL INVESTORS U.S. HOLDINGS

and subsidiaries

ALLIANZ ASSET MANAGEMENT OF AMERICA

Effective: April 1, 2013

TABLE OF CONTENTS


I.	LETTER FROM THE CEO OF AGI U.S. HOLDINGS AND COO OF AAMA LP	4

II.	GENERAL POLICY STATEMENT

	A. Compliance	5

	B. Certifications	5

III.	CODE OF BUSINESS CONDUCT

	A. Fiduciary Duty of our Investment Advisers	6

	B. General Obligations of all Covered Persons	6

	C. Insider Trading Policies and Procedures	7

	D. Anti-Corruption	14

	E. Gifts and Business Entertainment Policy	14

	F. Charitable Contributions	17

	G. Political Contributions	18

	H. Outside Business Activities	18

	I. Service as Director of any Unaffiliated Organization	19

	J. Privacy	19

	K. Policy for Reporting Suspicious Activities and Concerns	19

IV.	CODE OF ETHICS

	A. Personal Securities Transactions Policy	21

I. LETTER FROM THE CEO OF AGI U.S. HOLDINGS AND COO OF AAMA LP

Dear Colleague,

Every one of us has the power to influence the way our firms are viewed by all our stakeholders, simply through the actions we take and decisions we make every day. Our firms are committed to conducting business with honesty and integrity in accordance with high ethical standards and with respect for each other and those with whom we do business. Our Code of Business Conduct and Code of Ethics (together, the “Code”) outlines the basic rules, standards and behaviors necessary to achieve those objectives. It is an important responsibility and we’re honored to share it with you.

The Code is applicable to all Covered Persons. At its core, it aims to promote honest and ethical conduct, full and accurate disclosure, and compliance with all applicable laws, rules and regulations. It provides guidance on how to deal with ethical conflicts of interest that may arise and the mechanism for reporting and dealing with breaches of the Code.

The public trust is our most valuable asset. It is earned every day through adherence to the principles of integrity and fair dealing, and every one of us plays an essential role in maintaining the fairness, health and integrity of our markets. Commitment to the Code, and living our core values of Respect, Integrity, Passion and Excellence, will help ensure the highest ethical fiduciary standards endure at our firms.

While the Code does not explicitly discuss every ethical issue we may encounter, it does provide the underlying principles that should be used to guide our daily decisions and behaviors. When in doubt or if you need guidance in a specific business situation or application of the Code, please contact the Code of Ethics Office.

Thank you for your unwavering commitment to our Code and for living our values every day.


Brian Gaffney		John Maney
Chief Executive Officer		Chief Operating Officer
Allianz Global Investors U.S. Holdings LLC		Allianz Asset Management of America L.P.

II. GENERAL POLICY STATEMENT

The Code has been adopted by Allianz Asset Management of America L.P. (“AAMA LP”), Allianz Asset Management of America LLC (“AAMA LLC”), Allianz Global Investors U.S. Holdings LLC (“AGI U.S. Holdings”), Allianz Global Investors U.S. LLC (“AGI U.S.”), Allianz Global Investors Distributors LLC (“AGID”), Allianz Global Investors Fund Management LLC (“AGIFM”), NFJ Investment Group LLC (“NFJ”), and Pallas Investment Partners, L.P. ¹ (“Pallas”) (each, a “Company”) and is applicable to all partners, officers, directors, and employees of the Company, interns and Temporary Employees (i.e., temp, consultant or contractor) (collectively, “Covered Persons”). The Code is based on the principle that in addition to the fiduciary obligations of the Company, you owe a fiduciary duty to the shareholders of the registered investment companies (the “Funds”), other clients for which the Company serves as an adviser or sub-adviser (the “Advisory Clients”), and customers of our broker-dealer (“Customers” and together with Funds and Advisory Clients, “Clients”). Accordingly, you must avoid activities, interests and relationships that could interfere or appear to interfere with making decisions in the best interests of Clients.

A. COMPLIANCE

Compliance with the Code is considered a basic condition of employment with the Company. We take this Code and your obligations under it very seriously. A failure to comply with the Code may constitute grounds for remedial actions, which may include, but are not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against your personal interests. Violations of this Code may also constitute violations of law, which could result in criminal or civil penalties for you and/or the Company.

In addition, the Federal Securities Laws ² require companies and individual supervisors to reasonably supervise Covered Persons with a view toward preventing violations of law and violations of a company’s Code. As a result, all Covered Persons who have supervisory responsibility should endeavor to ensure that those individuals that they supervise, including Temporary Employees, are familiar with and remain in compliance with its requirements.

Further, Covered Persons must refrain from any intentional act or omission, which is illegal under applicable laws or regulations, and which may result in an actual or potential loss of Company assets or revenue or harm of reputation.

B. CERTIFICATIONS

Covered Persons are required to certify their receipt and understanding of and compliance with the Code within ten days of becoming a Covered Person. On an annual basis, all Covered Persons are required to re-certify their understanding of and compliance with the Code. You will be provided with timely notification of these certification requirements and directions on how to complete them by the Code of

¹	Although Pallas is an unaffiliated registered investment adviser, it shares common employees, facilities and systems with AGI U.S.

Including without limitation, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Investment Company Act of 1940, as amended (“1940 Act”), the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, the Dodd-Frank Act of 2010, any rules adopted by the Securities and Exchange Commission (“SEC”) and other regulatory bodies under these statutes, the U.S.A. Patriot Act and Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury.

Ethics Office. Other reporting and certification requirements are set forth in the Gifts and Business Entertainment Policy, Political Contributions Policy, and Personal Securities Transactions Policy.

III. CODE OF BUSINESS CONDUCT

A. FIDUCIARY DUTY OF OUR INVESTMENT ADVISERS

Our investment advisers owe a fiduciary duty to the Clients for which they serve as an adviser or sub-adviser. Covered Persons of our investment advisers must avoid activities, interests, and relationships that could interfere or appear to interfere with our advisers’ fiduciary duties. Accordingly, at all times, Covered Persons must place the interests of Clients first and scrupulously avoid serving their own personal interests ahead of the interests of Clients. Covered Persons may not cause a Client to take action, or not to take action, for their personal benefit rather than for the benefit of the Client. For example, you would violate the Code if you caused a Client to purchase a Security ³ you owned for the purpose of increasing the price of that Security. If you are an Investment Person ³ of the Company, you would also violate this Code if you made a personal investment in a Security that might be an appropriate investment for a Client without first considering the Security as an investment for the Client. Investment opportunities of limited availability that are suitable for Clients also must be considered for purchase for such Clients before an Investment Person may personally trade in them. Such opportunities include, but are not limited to, investments in initial public offerings and private placements.

B. GENERAL OBLIGATIONS OF ALL COVERED PERSONS

At all times, Covered Persons must:

Conduct personal securities transactions in full compliance with the Code including the Insider Trading Policy and Personal Securities Transactions Policy . The Company encourages you and your family to develop personal investment programs. However, you must not take any action in connection with your personal investments that could cause even the appearance of unfairness or impropriety.

Avoid taking inappropriate advantage of your position. The receipt of investment opportunities, gifts or gratuities from persons seeking business with the Company directly or on behalf of a Client of the Company could call into question the independence of your business judgment. In addition, information concerning the identity of security holdings and financial circumstances of a Client is confidential. You may not use personal or account information of any Client of the Company except as permitted by the Company’s Privacy policies (See section III. J on Privacy).

Comply with applicable Federal Securities Laws and regulations. You are not permitted to: (i) defraud a Client in any manner; (ii) mislead a Client, including making a statement that omits material facts; (iii) engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a Client; (iv) engage in any manipulative practice with respect to a Client; (v) engage in any manipulative practices with respect to securities, including price manipulation; or (vi) otherwise violate applicable Federal Securities Laws and regulations. AGID Covered Persons and/or AGID Registered Representatives ³ must also comply with applicable NASD/FINRA and MSRB rules

³	As defined in the Personal Securities Transactions Policy.

and AGIFM and AGI U.S. Covered Persons must also comply with applicable Commodity Futures Trading Commission (“CFTC”) regulations. In the event that you are unsure of any such laws or regulations, consult your Legal Department.

A potential violation of the Code may result in remedial actions, which may include but are not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against your personal interests.

C. INSIDER TRADING POLICIES AND PROCEDURES

S ECTION I. P OLICY S TATEMENT ON I NSIDER T RADING

The Company forbids any of its partners, officers, directors, and employees, including interns and Temporary Employees (i.e., temp, consultant or contractor) (collectively, “Covered Persons”) from trading, either personally or on behalf of others (such as, the Clients), on the basis of material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.”

The law related to prohibitions on insider trading is based on the broad anti-fraud provisions of the Securities Act and the Exchange Act which were enacted after the United States market crash of 1929. The Exchange Act addressed insider trading directly through Section 16(b) and indirectly through Section 10(b). ⁴

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(1)

trading by an insider, while aware of material, non-public information;

(2)

trading by a non-insider, while aware of material, non-public information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or

(3)

communicating material, non-public information to others in breach of a duty of trust or confidence.

Any questions regarding this policy statement and the related procedures set forth herein should be referred to your Company’s Chief Compliance Officer or Chief Legal Officer, or to the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel.

Please note that Covered Persons are subject to other Company policies that prohibit or restrict the disclosure or use of material, non-public information regarding Clients and their investments, regardless of whether the disclosure or use gives rise to insider trading. For instance, the selective

⁴

Section 16(b) prohibits short-swing profits by corporate insiders in their own corporation’s stock, except in very limited circumstances. It applies only to directors or officers of the corporation and those holding greater than 10% of the stock and is designed to prevent insider trading by those most likely to be privy to important corporate information. Section 10(b) makes it unlawful for any person to use or employ in the connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, any manipulative or deceptive device or in contravention of such rules and regulations as the SEC may prescribe.

disclosure of portfolio holdings or related information regarding Clients to third parties is generally prohibited except in limited circumstances in accordance with applicable Company or Fund policies. In addition, the Affiliated Closed-End Funds ⁵ have adopted policies under Regulation FD which govern and severely restrict circumstances under which a Covered Person acting on behalf of the Affiliated Closed-End Funds (i.e., an “insider”) may selectively disclose material non-public information regarding the funds to certain categories of third parties (e.g., broker-dealers, analysts, investment advisers, funds and shareholders). If you have any questions, you should consult with the individuals noted in the prior paragraph before disclosing or using material, non-public information regarding Clients and their investments under any circumstances.

1.	T O W HOM D OES T HE I NSIDER T RADING P OLICY A PPLY ?

This policy applies to Covered Persons and extends to activities within and outside their duties at the Company. This policy also applies to any transactions in any securities by family members, trusts or corporations controlled by such persons.

In particular, this policy applies to securities transactions by (but not limited to):

•

the Covered Person’s spouse;

•

the Covered Person’s minor children;

•

any other relatives living in the Covered Person’s household;

•

a trust in which the Covered Person has a beneficial interest, unless such person has no direct or indirect control over the trust;

•

a trust for which the Covered Person is a trustee;

•

a revocable trust for which the Covered Person is a settlor;

•

a corporation of which the Covered Person is an officer, director or 10% or greater stockholder; or

•

a partnership of which the Covered Person is a partner (including most investment clubs) unless the Covered Person has no direct or indirect control over the partnership.

2.	W HAT IS M ATERIAL I NFORMATION ?

Trading on inside information is not a basis for liability unless the information is deemed to be material. “Material Information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Although there is no precise, generally accepted definition of materiality, information is likely to be material if it relates to significant changes affecting such matters as:

•

dividend or earnings expectations;

•

write-downs or write-offs of assets;

•

additions to reserves for bad debts or contingent liabilities;

•

expansion or curtailment of company or major division operations;

⁵	Closed-end funds that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party closed-end funds sub-advised by PIMCO).

•

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

•

new products or services;

•

exploratory, discovery or research developments;

•

criminal indictments, civil litigation or government investigations;

•

disputes with major suppliers or customers or significant changes in the relationships with such parties;

•

labor disputes including strikes or lockouts;

•

substantial changes in accounting methods;

•

major litigation developments;

•

major personnel changes;

•

debt service or liquidity problems;

•

bankruptcy or insolvency;

•

extraordinary management developments;

•

public offerings or private sales of debt or equity securities;

•

calls, redemptions or purchases of a company’s own stock;

•

issuer tender offers; or

•

recapitalizations.

Information provided by a company could be material because of its expected effect on a particular class of the company’s securities, all of the company’s securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuses of Material Information reaches all types of securities (whether stock or other equity interests, corporate debt, government or municipal obligations, or commercial paper) as well as any option related to that security (such as a put, call or index security).

Material Information does not have to relate to a company’s business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in The Wall Street Journal and whether those reports would be favorable or not.

3.	W HAT IS N ON - PUBLIC I NFORMATION ?

In order for issues concerning insider trading to arise, information must not only be material, it must be “ non-public ”. “Non-Public Information” is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an “insider” is also deemed Non-Public Information.

At such time as Material Non-Public Information has been effectively distributed to the investing public, it is no longer subject to insider trading restrictions. However, for Non-Public Information to become public information, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.

To show that Material Information is public, you should be able to point to some fact verifying that the information has become generally available, for example, disclosure in a national business and financial wire service (Dow Jones or Reuters), a national news service (AP or UPI), a national newspaper ( The Wall Street Journal , The New York Times or The Financial Times ), or a publicly disseminated disclosure document (a proxy statement or prospectus). The circulation of rumors or “talk on the street”, even if accurate, widespread and reported in the media or social media does

not constitute the requisite public disclosure. The information must not only be publicly disclosed, there must also be adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered non-public until the third business day after public disclosure.

Material Non-Public Information is not made public by selective dissemination. Material Information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as Non-Public Information which must not be disclosed or otherwise misused. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the “inside” information possessed by the Company has yet to be publicly disclosed, the information is deemed “non-public” and may not be misused.

Information Provided in Confidence . It is possible that one or more Covered Persons of the Company may become temporary “insiders” because of a duty of trust or confidence. A duty of trust or confidence can arise: (1) whenever a person agrees to maintain information in confidence; (2) when two people have a history, pattern, or practice of sharing confidences such that the recipient of the information knows or reasonably should know that the person communicating the Material Non-Public Information expects that the recipient will maintain its confidentiality; or (3) whenever a person receives or obtains Material Non-Public Information from certain close family members such as spouses, parents, children and siblings. For example, personnel at the Company may become insiders when an external source, such as a company whose securities are held by one or more of the accounts managed by the Company, discloses Material Non-Public Information to the Company’s portfolio managers or analysts with the expectation that the information will remain confidential.

As an “insider”, the Company and any applicable Covered Person has a duty not to breach the trust of the party that has communicated the Material Non-Public Information by misusing that information. This duty may arise because the Company has entered or has been invited to enter into a commercial relationship with a company, Client or prospective Client and has been given access to confidential information solely for the corporate purposes of that company, Client or prospective Client. This duty remains whether or not the Company ultimately participates in the transaction.

Information Disclosed in Breach of a Duty . Analysts and portfolio managers at the Company must be especially wary of Material Non-Public Information disclosed in breach of corporate insider’s duty of trust or confidence that he or she owes the corporation and shareholders. Even where there is no expectation of confidentiality, a person may become an “insider” upon receiving material, non-public information in circumstances where a person knows, or should know, that a corporate insider is disclosing information in breach of a duty of trust and confidence that he or she owes the corporation and its shareholders. Whether the disclosure is an improper “tip” that renders the recipient a “tippee” depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. In the context of an improper disclosure by a corporate insider, the requisite “personal benefit” may not be limited to a present or future monetary gain. Rather, a prohibited personal benefit could include a reputational benefit, an expectation of a “quid pro quo” from the recipient or the recipient’s employer by a gift of the “inside” information.

A person may, depending on the circumstances, also become an “insider” or “tippee” when he or she obtains Material Non-Public Information by happenstance, including information derived from social situations, business gatherings, overheard conversations, misplaced documents, and “tips” from insiders or other third parties.

Investment Information Relating to our Clients is Non-Public Inside Information . In the course of your employment, Covered Persons may learn about the current or pending investment activities of our Clients (e.g. actual or pending purchases and sales of securities). Using or sharing this information other than in connection with the investment of Client accounts is considered acting on inside information and therefore prohibited. The Boards of the Funds (both proprietary and third party sub-advised) have adopted Portfolio Holdings Disclosure Policies to prevent the misuse of Material Non-Public Information relating to the Funds and to ensure all shareholders of the Funds have equal access to portfolio holdings information. In that regard, Covered Persons must follow the Funds’ policies on disclosure of non-public portfolio holdings information unless disclosure is specifically permitted under other sharing of investment-related information.

4.	I DENTIFYING M ATERIAL I NFORMATION

Before trading for yourself or others, including investment companies or private accounts managed by the Company, in the securities of a company about which you may have potential Material Non-Public Information, ask yourself the following questions:

i.	Is this information that an investor could consider important in making his or her investment decisions? Is this information that could substantially affect the market price of the securities if generally disclosed?

ii.	To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in The Financial Times , Reuters , The Wall Street Journal or other publications of general circulation?

Given the potentially severe regulatory, civil and criminal sanctions to which you, the Company and its personnel could be subject, any Covered Persons uncertain as to whether the information he or she possesses is Material Non-Public Information should immediately take the following steps:

i.	Report the matter immediately to the Company’s Chief Compliance Officer or the Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel;

ii.	Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by the Company; and

iii.	Do not communicate the information inside or outside the Company, other than to your Chief Compliance Officer or Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel.

After the Chief Compliance Officer or Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication or will be allowed to trade and communicate the information.

5.	P ENALTIES FOR I NSIDER T RADING

Penalties for trading on or communicating Material Non-Public 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, fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Company, including possible dismissal of the persons involved.

S ECTION II. P ROCEDURES TO P REVENT I NSIDER T RADING

The following procedures have been established to aid Covered Persons of the Company in avoiding insider trading, and to aid the Company in preventing, detecting and imposing sanctions against insider trading. Every Covered Person of the Company must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. Also refer to your Company’s compliance policies and procedures for detailed procedures.

1.	T RADING R ESTRICTIONS AND R EPORTING R EQUIREMENTS

No Covered Person of the Company who is aware of Material Non-Public Information relating to the Company, including Allianz SE, may buy or sell any securities of the Company, including Allianz SE, or engage in any other action to take advantage of, or pass on to others, such Material Non-Public Information.

No Covered Person of the Company who is aware of Material Non-Public Information which relates to any other company, entity, or Client in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under the Federal Securities Laws may buy or sell securities of that company or otherwise take advantage of, or pass on to others, such Material Non-Public Information.

No Covered Person of the Company shall engage in a securities transaction with respect to the securities of Allianz SE, except in accordance with the specific procedures published from time to time by the Company.

No Covered Person shall engage in a personal securities transaction with respect to any securities of any other company, except in accordance with the specific procedures set forth in the Company’s Personal Securities Transactions Policy.

Covered Persons shall submit reports concerning each security transaction in accordance with the terms of the Company’s Personal Securities Transactions Policy and verify their personal ownership of securities in accordance with the procedures set forth in the Company’s Personal Securities Transactions Policy.

Because even inadvertent disclosure of Material Non-Public Information to others can lead to significant legal difficulties, Covered Persons of the Company should not discuss any potentially Material Non-Public Information concerning the Company or other companies, including other Covered Persons, except as specifically required in the performance of their duties.

Covered Persons managing the work of Temporary Employees who have access to Material Non-Public Information are responsible for ensuring that Temporary Employees are aware of this procedure and the consequences of non-compliance.

A Covered Person’s obligation to notify the Company’s Chief Compliance Officer or Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel of a potential insider trading violation applies even if the Covered Person knows or has reason to believe that the Company’s Chief Compliance Officer or Chief Legal Officer, or AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel has already been informed by other Covered Persons.

2.	I NFORMATION B ARRIER P ROCEDURES

The Insider Trading and Securities Fraud Enforcement Act in the U.S. requires the establishment and strict enforcement of procedures reasonably designed to prevent the misuse of “inside” information. Accordingly, you should not discuss Material Non-Public Information about the Company or other companies with anyone, including other Covered Persons, except as required in the performance of your regular duties. In addition, care should be taken so that such information is secure. For example, files containing Material Non-Public Information should be sealed; access to computer files containing Material Non-Public Information should be restricted. For additional information, please refer to your Company’s compliance policies and procedures.

3.	O VER THE W ALL AND M ARKET S OUNDING P ROCEDURES

Generally, “over the wall” and “market sounding” refers to the market practice where underwriters and issuers (“sounding parties”) contact institutional investors to assess the appetite of the marketplace for a transaction. ⁶ If the Company participates in over the wall discussions or market soundings or in the event the Company becomes aware at any time that a Covered Person has come into possession of Material Non-Public Information, a global trading restriction will be placed on the issuer’s securities for firm trades and personal securities transactions. Covered Persons are also prohibited from communicating the information inside or outside the Company, other than to Legal and Compliance. For additional information, please refer to your Company’s compliance policies and procedures.

4.	E XPERT N ETWORK C ONSULTANTS P ROCEDURES

Covered Persons may from time to time make use of paid investment research consultant firms or expert networks (“Investment Research Consultant Firms”) ⁷ which may gather and summarize information for the Company or which may maintain a network of individual consultants (“Consultants”) ⁸ that are made available to the Company. Investment Research Consultant Firms and Consultants will typically gather, analyze and provide information that may assist in providing the basis for investment decisions by the Company and its employees. Covered Persons should actively seek to prevent the disclosure of Material Non-Public Information to them by

⁶

In North America, the practice of market sounding is generally known as confidential pre-marketing. As a condition of participating in such pre-marketing/market sounding efforts, the underwriters require the potential investors to enter into confidentiality agreements, in which they agree not to disclose the information about the potential offering or trade in the issuer’s securities until the information becomes public or is no longer considered current.

⁷

For purposes of these procedures, “Investment Research Consultant Firms” are firms that employ or have similar arrangements with professionals in various fields of expertise to conduct, analyze, review and/or provide specialized information and research services for third parties. Investment Research Consultant Firms do not include entities whose employees provide generally available market and/or securities analysis or information.

⁸	For purposes of these procedures, “Consultants” include individuals who provide, analyze and/or research information for third parties pursuant to their employment or other arrangement with an Investment Research Consultant Firm.

Investment Research Consultant Firms and Consultants. In the event that a Covered Person receives Material Non-Public Information, the Covered Person may not share the Material Non-Public Information inside or outside the firm, other than with Legal and Compliance, or execute trades in securities based on the Material Non-Public Information on behalf of any Client account or for his or her own personal accounts. For additional information, please refer to your Company’s compliance policies and procedures.

5.	R ESOLVING I SSUES C ONCERNING I NSIDER T RADING

The Federal Securities Laws, including the U.S. laws governing insider trading, are complex. If you have any doubts or questions as to the materiality or non-public nature of information in your possession or as to any of the applicability or interpretation of any of the foregoing procedures or as to the propriety of any action, you should contact your Company’s Chief Compliance Officer or Chief Legal Officer, or AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. Until advised to the contrary by your Company’s Chief Compliance Officer or Chief Legal Officer, or AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel, you should presume that the information is Material Non-Public Information and you should not trade in the securities or disclose this information to anyone.

D. ANTI-CORRUPTION

The Company does not tolerate any form of corruption. Federal and State laws, and laws of other countries, prohibit the payment or receipt of bribes, kickbacks, inducements, facilitation payments, non-monetary benefits, or other illegal gratuities or payments by or on behalf of any of our Companies or Covered Persons in connection with our businesses. For example, the U.S. Foreign Corrupt Practices Act makes it a crime to corruptly give, promise or authorize payment, in cash or in kind, for any service to a foreign government official or political party in connection with obtaining or retaining business. The U.K. Bribery Act prohibits corruption of public officials as well as business-to-business corruption. Each Company, through its policies and practices, is committed to comply fully with these and other anti-corruption laws. If you or any member of your household is solicited to make or receive an illegal payment, or have any questions regarding whether any solicitation to receive or make a payment is illegal, contact your Company’s Chief Compliance Officer or Chief Legal Officer, or AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. For additional information, please refer to your Company’s compliance policies and procedures.

E. GIFTS AND BUSINESS ENTERTAINMENT POLICY

The Company is committed to having policies and procedures designed to ensure that Covered Persons do not attempt to improperly influence Clients or prospective Clients with gifts or business entertainment and are not unduly influenced themselves by the receipt of gifts or business entertainment. The Company’s policies are designed to prohibit Covered Persons who purchase products and services as part of their job responsibilities from using their position for their own benefit.

Providing gifts or business entertainment is improper when a Covered Person’s giving of a gift or business entertainment is or appears to be an attempt to obtain business through inappropriate means or to gain a special advantage in a business relationship. It is important for Covered Persons to keep in mind that these activities may create the appearance of a conflict and in certain cases may implicate regulations applicable to Clients and the Company. Similarly, accepting gifts

or business entertainment is improper when it would compromise, or could be reasonably viewed as compromising, a Covered Person’s ability to make objective and fair business decisions.

Definitions

•

Government Official – any government employee, any government plan trustee or staff member, any individual acting as a representative of or consultant to a government plan, or any immediate family member of any of these individuals.

•

Restricted Recipient – any union official, ERISA Fiduciary, individual acting as a representative of or consultant to a union or ERISA plan, or any immediate family member of any of these individuals.

•

ERISA Fiduciary – anyone who exercises discretionary authority or control over an ERISA plan’s management or assets, including anyone who provides investment advice to or has responsibility for the administration of a plan.

•

Business Contact – any individuals employed by a Client, prospective Client, vendor or service provider, or any immediate family member of any of these individuals.

Providing Gifts and Business Entertainment

General Principles

•

Gifts and business entertainment should be provided in a manner that does not create a conflict of interest or the appearance of a conflict of interest. Covered Persons should use common sense and avoid providing extravagant, lavish or frequent gifts or business entertainment to any recipient.

•

Business entertainment should only be provided at an appropriate venue (Covered Persons should consult their supervisor or the Code of Ethics Office if guidance is required).

•

Covered Persons must accompany a recipient to a meal, sporting or cultural event for the event to be considered “business entertainment.” Unaccompanied attendance would be treated as a gift.

•

No gift or business entertainment should be provided with the intention to influence decision making by the recipient.

•

Gifts or business entertainment should be provided in a way that does not attempt to hide the fact that they have been provided.

•

Covered Persons may not give cash or cash equivalent gifts (e.g., gift cards, gift certificates) of any value.

•

In general, gifts should be valued at the higher of cost or market value, exclusive of tax and delivery charges.

Providing Gifts and Business Entertainment to Government Officials

•

Covered Persons must obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to a Government Official. A form for this purpose is located in the personal trading system.

•

Pre-approval is required because:

•

Applicable rules can be complex and vary from jurisdiction to jurisdiction

•

Tracking is necessary to stay within prescribed limits of particular jurisdictions, which in most cases apply to the entire Company

Providing Gifts and Business Entertainment to Restricted Recipients

•

As a general rule, Covered Persons should obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to any Restricted Recipient. A form for this purpose is located in the personal trading system.

•

Pre-approval facilitates tracking which is necessary to stay within prescribed Company-wide limits.

•

If a situation arises where it is not possible to obtain pre-approval – e.g., an impromptu cup of coffee – Covered Persons must exercise sound judgment and comply with prescribed limits, but may notify the Code of Ethics Office after the fact.

•

The combined value of gifts and business entertainment provided to a Restricted Recipient must be less than $250 per Restricted Recipient, per calendar year, Company-wide.

•

With pre-approval from the Code of Ethics Office, reimbursement of expenses related to attendance at an educational event may be allowed and will not count toward the $250 annual policy limit.

Providing Gifts and Business Entertainment to Business Contacts other than Government Officials and Restricted Recipients

•

Covered Persons may not give gifts worth more than $100, in the aggregate, to any one Business Contact per calendar year.

•

Gifts of nominal value that include our logo, such as golf balls, towels, pens and desk ornaments, do not count toward the annual $100 limit as long as they are infrequent and the value of the item does not exceed $50.

•

Covered Persons may provide business entertainment up to $250 per person, per business entertainment event, with a $1,000 cumulative limit per person entertained, per calendar year. (Note: dinner and a show would be considered one business entertainment event.)

•

Covered Persons are required to report all gifts given, excluding logoed items worth less than $50, within thirty days of providing the gift through the personal trading system.

•

Covered Persons are required to report business entertainment provided in accordance with the Company’s expense policies and procedures.

•

Covered Persons must obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to a Client or prospective Client located outside of the U.S. A form for this purpose is located in the personal trading system.

•

Exceptions to these spending limits must be pre-approved by a Managing Director and the Code of Ethics Office.

Receiving Gifts

•

Covered Persons (including any immediate family members) may not accept gifts worth more than $100, in the aggregate, from any one Business Contact per calendar year.

•

Gifts of nominal value that include the Business Contact’s company logo, such as golf balls, towels, pens and desk ornaments, do not count toward the annual $100 limit so long as they are infrequent and the value of the item does not exceed $50.

•

In general, gifts should be valued at the higher of cost or market value, exclusive of tax and delivery charges.

•

Covered Persons may not accept cash, cash equivalent gifts (e.g., gift cards, gift certificates) or preferential discounts of any value from a Business Contact.

•

If practical, any gift(s) with a value of more than $100 must be refused or returned. If it is not practical to return a gift worth more than $100, provide it to the Human Resources Department for donation. In the case of a perishable item worth more than $100, the

Human Resources Department may arrange to have the gift shared with the Covered Person’s entire department.

•

If the Company wishes to accept a gift that exceeds this policy’s individual employee limits, approval from the Code of Ethics Office must be obtained. The gift may then be distributed to employees, through a raffle or otherwise.

•

Covered Persons are required to report all gifts received, excluding logoed items worth less than $50, within thirty days of receiving the gift through the personal trading system.

Receiving Business Entertainment

•

Covered Persons must be accompanied to a meal, sporting or cultural event by a Business Contact for the event to be considered “business entertainment.” Unaccompanied attendance would be treated as a gift.

•

The reason for attending an event must be, in large part, to further a business relationship.

•

Covered Persons should use common sense and good judgment and avoid extravagant, lavish or frequent business entertainment from a Business Contact (e.g., do not accept out-of-town transportation or accommodations, excessive lunches, dinners, or paid outings).

•

Covered Persons are required to report business entertainment received that exceeds $100 in the aggregate per Business Contact per calendar quarter within thirty days after the quarter-end through the personal trading system.

F. CHARITABLE CONTRIBUTIONS

The Company may from time to time be solicited to make contributions to charitable organizations by Clients or prospective Clients. These may be in the form of hosting a table at a dinner or lunch, sponsoring a golf outing or part thereof, or in other forms. A charitable contribution may be made under certain circumstances at the request of an existing Client. It is prohibited to make a charitable contribution on behalf of the Company at the request of a prospective Client. Forms for pre-approval of charitable contributions are located in the personal trading system.

•

A contribution may be made on behalf of the Company to a bona fide 501(c)(3) charitable organization of up to $5,000 per Client per year with prior approval of the Covered Person’s supervisor and the Code of Ethics Office.

•

Any contribution in excess of $5,000 per Client per year must be pre-approved by senior Sales management and the relevant Company’s Chief Legal Officer or Chief Compliance Officer, or to the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. Amounts greater than $10,000 may require additional reporting and/or approvals pursuant to applicable global policies.

•

Contributions to large, well-known organizations are preferred.

•

A close connection between the Client and the charity or a perceived benefit to the Client will be evaluated carefully in the approval process.

•

Charitable contributions must be reasonable and must not have or appear to have the likely effect of influencing a Client’s decision to do business with the Company.

•

Direct contributions to Clients (i.e., the Client is a charitable organization) must be pre-approved by the Code of Ethics Office.

•

It is the Company’s policy to not contribute to an organization’s religious or political activities. For example, the Company’s Political Contributions Policy prohibits contributions to another organization such as certain non-profits if there are indications that the organization makes election-related contributions or expenditures. This may even include paying a conference fee to an organization where such indicia exist.

•

Charitable contributions made on behalf of the Company should not be expensed through Concur or paid directly by the Covered Person. Contributions are made directly by Finance.

G. POLITICAL CONTRIBUTIONS

In support of the democratic process, Covered Persons are encouraged to exercise their rights as citizens by voting in all elections. Certain state and federal restrictions and obligations, however, are placed on our Companies and Covered Persons, including Covered Persons’ spouses and dependent children (“Family Members”), in connection with their political contributions and solicitation activities. For example, our investment advisers must comply with Investment Advisers Act Rule 206(4)-5 (hereinafter, “Rule 206(4)-5”), and our broker-dealer must comply with MSRB Rule G-37. These and other rules are intended to prevent companies from obtaining business from state and local government entities in return for Political Contributions or fundraising. Among other consequences, failure to comply with Rule 206(4)-5 may trigger a ban on receiving compensation for Investment Advisory Services Business for two years, and failure to comply with MSRB Rule G-37 may prohibit our broker-dealer from engaging in municipal securities business (i.e., offering Section 529 Plans) with an issuer for two years.

All Covered Persons must abide by the requirements of the Political Contributions Policy, which can be found on the Compliance tab of the Company Intranet.

H. OUTSIDE BUSINESS ACTIVITIES

Your outside business activities must not reflect adversely on the Company or give rise to a real or apparent conflict of interest with your duties to the Company or its Clients. You must be alert to potential conflicts of interest and be aware that you may be asked to discontinue an outside business activity if a potential conflict arises. You may not, directly or indirectly:

(a)

Accept a business opportunity from someone doing business or seeking to do business with the Company that is made available to you because of your position within the Company;

(b)

Take for oneself a business opportunity belonging to the Company; or

(c)

Engage in a business opportunity that competes with any of the Company’s businesses.

You must obtain pre-approval from your immediate supervisor and your Company’s Chief Compliance Officer (or designee) for any outside business activities.

Outside business activities requiring pre-approval include but are not limited to:

•

Outside business activity for which you will be paid, including a second job;

•

Any affiliation with another public or private company, regardless of whether that company is a for profit or not-for-profit business, or a political organization as a director, officer, advisory board member, general partner, owner, consultant,

holder of a percentage of the business voting equity interests or in any similar position;

•

Any governmental position, including as an elected official or as an appointee or member, director, officer or employee of a governmental agency, authority, advisory board, or other board (e.g., school or library board); and

•

Candidate for elective office.

A form for this purpose is located in the personal trading system . You must seek new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job, association, or role with respect to that activity or organization. You must also notify each of the parties referenced above regarding any material change in the terms of your outside activity or when your outside activity terminates. On an annual basis you are required to provide an update related to any approved activity.

I. SERVICE AS DIRECTOR OF ANY UNAFFILIATED ORGANIZATION

You may not serve on the board of directors or other governing board of any unaffiliated organization unless you have received the prior written approval of your Company’s Chief Compliance Officer or Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. Approval will not be given unless a determination is made that your service on the board would be consistent with the interests of Clients. If you are permitted to serve on the board of a public company, you may also be subject to additional requirements. ⁹

J. PRIVACY

The Company considers the protection of Client and employee non-public personal information to be a fundamental aspect of sound business practice and is committed to maintaining the confidentiality, integrity, and security of such information in accordance with applicable law. In support of this commitment, the Company has developed policies and procedures, including a Written Information Security Program Governing the Protection of Non-Public Personal Information , that protect the confidentiality of non-public personal information while allowing for the continuous needs of Clients and employees to be served. All Covered Persons, including Temporary Employees, who have access to non-public personal information, are subject to the applicable requirements set forth in the Company’s privacy program. Covered Persons are required to report to their Privacy Officer or Privacy Committee any suspicious or unauthorized use of Client or employee non-public personal information or non-compliance with the privacy program by employees of the Company. The Privacy Policy and Written Information Security Program can be found on the Compliance tab of the Company Intranet.

K. POLICY FOR REPORTING SUSPICIOUS ACTIVITIES AND CONCERNS

Reporting Responsibility

Any Covered Person who reasonably believes a violation of law, regulation, or any Company policy is occurring or has occurred, must promptly report that information. Examples of the types of reporting required include, but are not limited to, potential violations of applicable laws, rules and regulations; fraud or illegal acts involving any aspect of the Company’s business; material

⁹	See your Company’s compliance policies and procedures.

misstatements in regulatory filings, internal books and records, or Client records and reports; activity that is harmful to Clients; and deviations from required controls and procedures that safeguard Clients and the Company. Covered Persons involved with our Fund business are also required to report complaints or concerns with regard to any accounting matter or any act or failure that could constitute, (1) a potential violation of any rule or regulation of the SEC, (2) a potential violation of any provision of federal law relating to the Funds (including fraud against shareholders), or (3) a potential violation of any Fund policies or procedures, including compliance policies.

How to Report

A suspected violation may be reported on an anonymous basis by calling the toll-free reporting number at (877) 628-7486 or by accessing the related internet site at https://allianzgi-us.alertline.com . Suspected violations may also be reported to the relevant Company’s Chief Legal Officer or Chief Compliance Officer, or to the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. Suspected violations of Human Resources policies and suspected employment-related violations may also be reported to the Human Resources Department. Suspected violations involving the Funds should be reported in accordance with the Funds’ Policy for Reporting Suspicious Activities and Concerns, which can be found on the Compliance tab of the Company Intranet.

Investigation of Suspected Violations

Information about a suspected violation will promptly be brought to the attention of the AAMA LP Associate General Counsel or the AGI U.S. Holdings General Counsel, and appropriate action will be taken to investigate the suspected violation. This action may (but need not) include use of internal counsel and other personnel and/or retention of experts or advisors, such as external counsel, accountants or other experts. The Covered Person who reported the information will be informed of the status of any investigation. Details of the suspected violation may be reported to the person(s) under investigation (unless doing so could compromise the investigation), appropriate management including legal and compliance officers of the Company, the Funds, and, if required, applicable regulatory and law enforcement authorities. Covered Persons who make an anonymous report may periodically call the toll-free reporting number to obtain the status of an investigation.

NON-RETALIATION POLICY

Retaliation against a Covered Person who reports suspected violations is prohibited. The Company and Covered Persons are prohibited from discharging, demoting, suspending, threatening, harassing, or in any other manner discriminating against a Covered Person in the terms and conditions of the Covered Person’s employment because of:

•

any lawful act done by the Covered Person to provide information, cause information to be provided in accordance with this policy, or otherwise assist in an investigation regarding any conduct which the Covered Person reasonably believes is reportable under this policy;

•

any disclosure of suspected unlawful activity to a governmental or law enforcement agency if the Covered Person has reasonable cause to believe unlawful activity has occurred;

•

any refusal to participate in an activity that would result in a violation of state or federal statute, or a violation of or noncompliance with a state or federal rule or regulation; and

•

the exercise of legal rights in a Covered Person’s present or former employment.

This policy is intended to create an environment where Covered Persons can act without fear of reprisal or retaliation. In order to monitor whether a Covered Person is being subjected to

reprisals or retaliation, the AAMA LP Associate General Counsel or the AGI U.S. Holdings General Counsel (or designee) may from time to time contact the Covered Person to determine whether any changes in the reporting person’s work situation have occurred as a result of providing information about a suspected violation. If the AAMA LP Associate General Counsel or the AGI U.S. Holdings General Counsel determines that any reprisal or retaliation has occurred, a report of this shall be made to appropriate management if the Covered Person consents. Any Covered Person who feels he or she has been the subject of reprisal or retaliation because of his or her providing information should immediately notify the AAMA LP Associate General Counsel or the AGI U.S. Holdings General Counsel.

IV. CODE OF ETHICS

A. PERSONAL SECURITIES TRANSACTIONS POLICY

INTRODUCTION

Personal securities transactions by investment management and investment company personnel continue to be an area of heightened scrutiny by regulators and auditors during their examinations and reviews. The SEC, the ICI, the IAA and the CFA Institute have published reports and standards, and the SEC has issued rules and regulations, regarding personal securities trading by employees of investment management and investment company firms.

The Company has established this Policy under the Code of Ethics in order to prevent and detect inappropriate personal trading practices and activities by Covered Persons. The restrictions on personal trading are stringent because they address both insider trading prohibitions and the fiduciary duty to place the interests of our Clients ahead of personal investment interests. The rules regarding personal securities transactions that are contained in this Policy are designed to address or mitigate potential conflicts of interest and to minimize any potential appearance of impropriety.

This Policy applies to all categories of Covered Persons. You must be familiar with the applicable personal trading, pre-clearance, reporting and certification requirements set forth in this Policy and must be careful to conduct your personal securities trading in accordance with all requirements of this Policy.

Certain persons who are employees of an Affiliate are associated with the Company (“Associated Persons”). Associated Persons include anyone who would otherwise be categorized as an Access Person under the Policy but is not a Covered Person. Associated Persons are subject to the respective Code of Ethics of the Affiliate with whom they are employed (collectively “Associated Person Codes”). Any Associated Person who would otherwise be subject to this Policy, who is subject to an Associated Person Code and who complies with such Associated Person Code, shall not be subject to the provisions of this Policy. Associated Persons are subject to the oversight and supervision of the applicable U.S. registered investment adviser with respect to their activities on behalf of U.S. Clients and their personal trading activities.

It is important to note that the personal trading and reporting policies and requirements in this Policy generally apply to Securities with respect to which you have or will acquire Beneficial Ownership, which you may have either directly, or indirectly , including through holdings of certain other individuals (such as members of your immediate family sharing the same household

and other individuals for whom you provide significant economic support) or holdings in certain trusts for which you serve as trustee or settlor or in various vehicles or accounts (such as a general or limited partnership for which you serve as a general partner, a limited liability company for which you serve as a manager-member, or your 401(k), defined contribution retirement account or individual retirement account). The determination of whether you have Beneficial Ownership of a particular Security can be complicated, and you should consult the Code of Ethics Office if you have any questions.

A glossary of terms contained within this Policy is set forth in the “Definitions” section at the end of this document for your reference.

TABLE OF CONTENTS


I.	General Policy Statement	24
	A. Fiduciary Duty of Our Investment Advisers
	B. Compliance with Federal Securities Laws and Regulations
II.	Categories of Covered Persons	24
	A. Temporary Employees
III.	Exempt Securities	26
IV.	Pre-Clearance Procedures	26
	A. Personal Trading System
	B. How Long are Approvals Effective?
	C. Special Pre-Clearance Requirements
V.	Pre-Clearance Exemptions	27
VI.	Blackout Periods – Client Trades	28
	A. De Minimis Transactions
	B. Blackout Periods for Investment Persons
	C. Blackout Periods for Access Persons (other than Investment Persons)
	D. Liquidation Exemption from the Blackout Periods
VII.	Blackout Periods – Allianz SE and Affiliated Securities	32
	A. Blackout Periods – Allianz SE Shares
	B. Blackout Periods – Affiliated Open-End Mutual Funds
	C. Blackout Periods – Affiliated Closed-End Funds
VIII.	30-Day Holding Period for Affiliated Funds	33
IX.	Ban on Short-Term Trading Profits	34
X.	Restricted/Watch Lists	34
	A. AllianzAM Global Restricted List
	B. Other Restricted/Watch Lists
XI.	Affiliated Closed-End Funds – Special Pre-Clearance Procedures	35
XII.	Public Offerings	36
XIII.	Private Placements	36
XIV.	Reportable Accounts	37
	A. Accounts Required to be Reported
	B. Reporting of Transactions – Designated Broker-Dealers
	C. Reporting of Transactions – Non-Designated Broker-Dealers
XV.	Reporting and Certification Requirements	40
XVI.	Exemptions from this Policy	40
XVII.	Consequences of Violations of this Policy	40
XVIII.	Reporting of Violations	41
XIX.	Questions Concerning this Policy	41
XX.	Code of Ethics Office Contact Information	41
XXI.	Definitions	41

I. GENERAL POLICY STATEMENT

A. Fiduciary Duty of our Investment Advisers

Our investment advisers owe a fiduciary duty to the Clients for which they serve as an adviser or sub-adviser. Covered Persons of our investment advisers must avoid activities, interests, and relationships that could interfere or appear to interfere with our advisers’ fiduciary duties. Accordingly, at all times, Covered Persons must place the interests of Clients first and scrupulously avoid serving their own personal interests ahead of the interests of Clients. Covered Persons may not cause a Client to take action, or not to take action, for their personal benefit rather than for the benefit of the Client. For example, you would violate the Policy if you caused a Client to purchase a Security you owned for the purpose of increasing the price of that Security. If you are an Investment Person of the Company, you would also violate this Policy if you made a personal investment in a Security that might be an appropriate investment for a Client without first considering the Security as an investment for the Client. Investment opportunities of limited availability that are suitable for Clients also must be considered for purchase for such Clients before an Investment Person may personally trade in them. Such opportunities include, but are not limited to, investments in initial public offerings and private placements.

B. Compliance with Federal Securities Laws and Regulations

At all times, Covered Persons must comply with applicable Federal Securities Laws and Regulations. You are not permitted to: (i) defraud a Client in any manner; (ii) mislead a Client, including making a statement that omits material facts; (iii) engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a Client; (iv) engage in any manipulative practice with respect to a Client; (v) engage in any manipulative practices with respect to securities, including price manipulation; or (vi) otherwise violate applicable Federal Securities Laws and regulations. AGID Covered Persons and/or AGID Registered Representatives must also comply with applicable NASD/FINRA and MSRB rules and AGIFM and AGI U.S. Covered Persons must also comply with applicable Commodity Futures Trading Commission (“CFTC”) regulations. In the event that you are unsure of any such laws or regulations, consult your Legal Department.

II. CATEGORIES OF COVERED PERSONS

Different requirements and limitations on Covered Persons are based on their activities and roles within the Company. Covered Persons are assigned one of the following categories as listed below.

Please note your category under this Policy may change if your position within the Company changes or if you are transferred to another department or Company. You will be notified in the event that your category changes. If you have any questions regarding your category, please contact the Code of Ethics Office.

Access Person :

An Access Person is any Covered Person who satisfies the definition of “Access Person” of the Company as defined in Rule 204A-1(e)(1) under the Advisers Act and/or “Access Person” with respect to an Affiliate Fund as defined in Rule 17j-1(a)(1) under the 1940 Act. An Access Person generally includes any Covered Person who:

(1)

has access to nonpublic information regarding any Clients’ purchase or sale of Securities;

(2)

has access to nonpublic information regarding the portfolio holdings of any Clients;

(3)

is involved in making Securities recommendations to Clients;

(4)

has access to Securities recommendations to Clients that are nonpublic; or

(5)

is an Investment Person as defined below.

Investment Person :

An Investment Person is a subset of Access Person who, in connection with his/her regular functions and duties:

(1)

makes, or participates in making, recommendations regarding the purchase or sale of Securities on behalf of any Client;

(2)

provides information or advice with respect to a purchase or sale of Securities to a portfolio manager; or

(3)

helps to execute a portfolio manager’s investment recommendations.

Generally, Investment Persons include, but are not limited to, portfolio managers, research analysts, and traders.

Non-Access Person : A Non-Access Person is any Covered Person of the Company who does not satisfy the definition of Access Person above. Non-Access Persons, who are not Temporary Employees, are only subject to the following sections of this Policy:

Blackout Periods – Allianz SE Shares

Blackout Periods – Affiliated Open-End Mutual Funds

Blackout Periods – Affiliated Closed-End Funds

Affiliated Closed-End Funds – Special Pre-Clearance Procedures

Public Offerings

Private Placements

Reporting and Certification Requirements – Non-Access Persons

In addition, any Covered Person may be designated as an Access Person or an Investment Person by the Code of Ethics Office and, if so, shall comply with this Policy according to such designation.

A. Temporary Employees

A Temporary Employee’s status is determined upon the start of his/her assignment with the Company. Temporary Employees designated as Non-Access Persons are only subject to the provisions of the Code of Business Conduct and not subject to this Policy. Temporary Employees designated as Access Persons or Investment Persons are subject to both the Code of Business Conduct and the Code of Ethics, including the provisions applicable to Access Persons or Investment Persons under this Policy.

III. EXEMPT SECURITIES

SEC Rule 204A-1 treats all Securities as “Reportable Securities” with five exceptions as described below. As a result, this Policy does not apply to any of the following types of Securities or instruments (“Exempt Securities”). You may engage in transactions in any Exempt Security without obtaining pre-clearance. Further, you are not required to report transactions in Exempt Securities.

Direct obligations of the Government of the United States, such as Treasury Notes, Treasury Bonds, Treasury Bills and U.S. Savings Bonds.

Money market instruments, such as bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements.

Shares of money market funds, including money market funds that are advised by AGIFM or its U.S. Affiliates or distributed by AGID or PIMCO Investments LLC.

Shares of unaffiliated open-end mutual funds.

Caution: Shares of Affiliated Open-End Mutual Funds are not Exempt Securities .

Shares of unit investment trusts that are invested exclusively in one or more unaffiliated open-end mutual funds.

Caution: Shares of unit investment trusts that are invested in one or more Affiliated Open-End Mutual Funds and/or other types of Securities are not Exempt Securities.

Similarly, this Policy does not apply to trades in derivatives based on any of the above listed Securities.

IV. PRE-CLEARANCE PROCEDURES

Access Persons and Investment Persons are required to obtain pre-approval for personal trades in accordance with specific procedures as described below.

Failure to adhere to the following pre-clearance requirements is a serious breach of this Policy and may be considered a violation. In the event that you fail to pre-clear a transaction, you may be required to cancel, liquidate or otherwise unwind your trade and/or disgorge any profits realized in connection with the trade. Please refer to the section “Consequences of Violations of this Policy” for further discussion regarding violations.

A. Personal Trading System

Access Persons and Investment Persons are required to pre-clear all personal transactions in Securities through the Company’s personal trading system, with the exception of (i) transactions in Exempt Securities; and (ii) transactions listed under Pre-Clearance Exemptions.

Upon submitting a pre-clearance request through the personal trading system, you will receive an approval or denial message in connection with your request. Although the Company retains

records of all electronic pre-clearance requests, it is recommended that you print and retain copies for your records.

If you are out of the office and want to make a personal trade, but do not have access to the system, send an e-mail request to the Code of Ethics Office with the proposed trade details. The Code of Ethics Office will enter your trade request through the personal trading system on your behalf and notify you whether the trade request has been approved or denied.

Instructions and a link to the personal trading system can be found on the Compliance tab of the Company Intranet.

B. How Long are Approvals Effective?

Pre-clearance approvals for securities traded on a U.S. exchange or in a U.S. market are effective until the close of business on the day that your pre-clearance request has been approved. Pre-clearance approvals for securities traded on a foreign exchange or in a foreign market are effective until the close of business on the business day following approval of your pre-clearance request. If you want to modify your trade request previously submitted in any way (e.g., date of execution or share quantity), you must submit a new pre-clearance request.

C. Special Pre-Clearance Requirements

You may be subject to special pre-clearance requirements either in addition to, or in place of, those pre-clearance requirements described in this section. Such requirements may be necessary due to your particular position within the Company or if your position requires you to have access to Non-Public Information of an Affiliate. In such cases, the Code of Ethics Office notifies you of any special pre-clearance requirements.

V. PRE-CLEARANCE EXEMPTIONS

The following types of transactions are not subject to the pre-clearance requirements of this Policy. You are not required to pre-clear transactions for which you do not exercise investment discretion at the time of the transactions (“non-volitional transactions”) or certain other automated transactions. The transactions listed below are, however, required to be reported through your trade confirmations and/or account statements, unless noted otherwise .

Purchases and sales of Affiliated Open-End Mutual Funds.

Purchases and sales of instruments issued by the national governments of the G8 member countries.

Note: Instruments issued by the U.S. Government are Exempt Securities and are not subject to pre-clearance or reporting.

Transactions in Securities made in an account that is fully managed by a third party.

Note: Transactions in an account which is fully managed by a third party are not subject to reporting. You are however required to initially notify the COE office of such an account. Refer to the section “Reportable Accounts / Accounts Required to be Reported” for additional information pertaining to accounts fully managed by a third party.

Purchases and sales of Securities in accordance with a pre-set amount or pre-determined schedule effected through an automatic investment plan or dividend reinvestment plan (DRIP). This includes the automatic reinvestment of dividends, income or interest received from a Security in such plans or any other type of account.

Note: The purchase or sale of Securities outside of a pre-set amount and/or pre-determined schedule in such plans is subject to pre-clearance and reporting.

Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Ownership.

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 holders of a class of Securities of which you have Beneficial Ownership.

The automatic exercise or liquidation by an exchange of an in-the-money derivative instrument upon expiration, the delivery of Securities pursuant to a written option that is exercised against you and the assignment of options.

Transactions in 529 Plans.

Note: Transactions in 529 Plans that are not distributed by AGID are not reportable.

Transactions in variable annuity accounts.

10.

The transfer of Securities between accounts.

11.

Gifts of Securities received.

VI. BLACKOUT PERIODS – CLIENT TRADES

Potential conflicts of interest are of particular concern when an Access Person or Investment Person buys or sells a Security at or near the same time as the Company buys or sells that Security or an Equivalent Security for Client accounts. The potential appearance of impropriety in such cases is particularly severe if the Access Person or Investment Person acts as the portfolio manager or in another investment related capacity for the Client account in question.

To reduce the potential for conflicts of interest and the potential appearance of impropriety that can arise in such situations, this Policy prohibits Access Persons and Investment Persons from trading during a certain period before and after trades on behalf of Clients. The period during which personal securities transactions is prohibited is commonly referred to as a “blackout period.” The applicable blackout period depends on (i) whether your transaction is classified as a De Minimis Transaction as defined below; and (ii) whether you are an Access Person or an Investment Person.

“Clients” for purposes of the blackout periods depends on which Clients’ non-public orders, trades and/or portfolio holdings the Access Person or Investment Person has access to. For example, an Access Person or Investment Person may be associated with one or more of the following: (i) the Funds; (ii) NFJ Clients and/or (iii) Allianz Global Investors Clients.

The Company recognizes that the application of the blackout period during the period prior to Client transactions may result in inadvertent violations of this Policy from time to time. Nevertheless, virtually every industry group that has examined the issues surrounding personal securities trading has recommended the imposition of a blackout period. As a result, Covered Persons should consider carefully the potential consequences of the applicable blackout period before engaging in personal securities transactions in Securities which the Company holds, or might consider holding, in Client accounts. If your personal securities transaction in a particular Security is executed within the applicable blackout period, you may be required to cancel, liquidate or otherwise unwind the transaction and/or disgorge any profits realized in connection with the transaction.

If you have any questions about the application of the blackout periods to a particular situation, please contact the Code of Ethics Office before you submit a trade request.

The blackout periods below apply to both Securities and Equivalent Securities.

Caution: Because of the many variations and complexities of options transactions, you are strongly encouraged to seek guidance from the Code of Ethics Office if you are unsure whether a particular option is deemed to be an Equivalent Security.

A. De Minimis Transactions

The following types of transactions are defined as “De Minimis Transactions” under this Policy. Such transactions are either highly liquid, present no conflict or present a low-risk conflict with Client transactions. De Minimis Transactions are required to be pre-cleared and reported.

Purchases and sales of a Security or an Equivalent Security that, in the aggregate , do not exceed 5,000 shares per day per issuer with a total market capitalization of $10 billion or greater at the time of investment.

Note: 1 option contract is generally equivalent to 100 shares of the option’s underlying Security.

Issuer market capitalization amounts may change from time to time. Accordingly, you may purchase a Security that has a market capitalization of greater than $10 billion only to find out that you cannot sell the Security at a later date because the market capitalization has fallen below $10 billion and your trade is during a blackout period in connection with a Client trade in the same Security or Equivalent Security. If you are unsure whether a Security meets the market capitalization criteria, please contact the Code of Ethics Office.

Purchases and sales of index options or index futures on an index (regardless of strike price or expiration date) that, in the aggregate , do not exceed 100 contracts per day.

Purchases or sales of fixed-income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States.

Purchases or sales of unaffiliated closed-end funds.

Caution: Purchases or sales of Affiliated Closed-End Funds are not deemed to be De Minimis Transactions.

Purchases or sales of unaffiliated ETFs.

Caution: Purchases or sales of Affiliated ETFs are not deemed to be De Minimis Transactions.

Purchases or sales of unaffiliated ETNs.

Caution: Purchases or sales of Affiliated ETNs are not deemed to be De Minimis Transactions .

Short sales of any De Minimis Transaction or derivatives of any De Minimis Transaction where the underlying amount of Securities controlled is an amount otherwise permitted in this section.

Note : De Minimis Transactions are subject to a ban on short-term trading profits as described in the section “Ban on Short-Term Trading Profits”, with the exception of (i) purchases or sales of index options or index futures; (ii) purchases or sales of unaffiliated ETFs, and options thereon; and (iii) purchases or sales of unaffiliated ETNs, and options thereon.

B. Blackout Periods for Investment Persons

The blackout periods for Investment Persons as described below do not apply to: (i) Exempt Securities; or (ii) the transactions listed under Pre-Clearance Exemptions.

De Minimis Transactions

Investment Persons may not purchase or sell Securities if, on the day of pre-clearance :

(i)

there is a pending buy or sell order in the same Security or an Equivalent Security on behalf of Clients for which the Investment Person, or a member of the Investment Person’s team, has discretion; or

(ii)

the same Security or an Equivalent Security is purchased or sold on behalf of Clients for which the Investment Person, or a member of the Investment Person’s team, has discretion.

Non-De Minimis Transactions

Investment Persons may not purchase or sell Securities if:

(i)

the same Security or an Equivalent Security has been purchased or sold on behalf of Clients within the 5 business days prior to the day of pre-clearance ;

(ii)

there is a pending buy or sell order in the same Security or an Equivalent Security on behalf of Clients on the day of pre-clearance ;

(iii)

the same Security or an Equivalent Security is purchased or sold on behalf of Clients on the day of pre-clearance ; or

(iv)

the same Security or an Equivalent Security is purchased or sold on behalf of Clients for which the Investment Person, or a member of the Investment Person’s team, has discretion, within the 5 business days after the day of pre-clearance .

Summary of Blackout Periods for Investment Persons


Time Period	De Minimis Transactions	Non-De Minimis Transactions
5 Business Days Prior to Day of Pre-Clearance	None	Trades for Clients

Day of Pre-Clearance	Orders/Trades for Clients for which the IP, or a member of the IP’s team, has discretion	Orders/Trades for Clients

5 Business Days After Day of Pre-Clearance	None	Trades for Clients for which the IP, or a member of the IP’s team, has discretion

Note: The specific Client accounts an Investment Person has discretion over is determined by the Code of Ethics Office in conjunction with your local Compliance Department.

C. Blackout Periods for Access Persons (other than Investment Persons)

The blackout periods for Access Persons (other than Investment Persons) as described below do not apply to: (i) Exempt Securities; or (ii) the transactions listed under Pre-Clearance Exemptions.

De Minimis Transactions

Access Persons are not subject to a blackout period for De Minimis Transactions.

Non-De Minimis Transactions

Access Persons may not purchase or sell Securities if, at the time of pre-clearance :

(i)

there is a pending buy or sell order on behalf of Clients in the same Security or an Equivalent Security; or

(ii)

the same Security or an Equivalent Security is purchased or sold on behalf of Clients during the period beginning 5 business days before the day on which the Access Person requests pre-clearance to trade in the Security, and ending on the day the Access Person requests pre-clearance, up until the time of pre-clearance .

Summary of Blackout Periods for Access Persons

Time Period

De Minimis Transactions

Non-De Minimis

Transactions

5 Business Days Prior to Day of Pre-Clearance

None

Trades for Clients


Day of Pre-Clearance	None	Orders/Trades for Clients, up until the time of pre-clearance

5 Business Days After Day of Pre-Clearance	None	None

D. Liquidation Exemption from the Blackout Periods

You may sell up to 5,000 shares of any Security, and not be subject to the applicable blackout periods described in this section, provided the following conditions are satisfied :

Such transactions may only be executed on dates pre-determined by the Company. These dates are posted on the Compliance tab of the Company Intranet.

A written notification of such trades must be submitted to the Code of Ethics Office at least 2 weeks prior to the pre-determined trade dates.

If your order is not completed by your broker on the pre-determined trade date, you must cancel the remaining uncompleted order.

You may only provide such notification for up to 6 transactions each calendar year regardless of whether or not the orders are executed.

VII. BLACKOUT PERIODS – ALLIANZ SE AND AFFILIATED SECURITIES

A. Blackout Periods - Allianz SE Shares

You are prohibited from trading in Allianz SE shares (including ADRs) during certain periods of the year, generally surrounding the release of annual financial statements and quarterly results. This restriction also applies to transactions that completely or in part refer to Allianz SE company shares (or derivatives thereof) which involve the exercise of cash settled options or any kind of rights granted under compensation or incentive programs such as Stock Appreciation Rights (“SARS”), Phantom Stocks or Participation Schemes. Any exercise with direct cash-out payments are equivalent to the outright sale of Allianz SE shares held by you and therefore, would not be permitted during such a blackout period.

Note: The sale of shares from your Allianz ESPP account requires pre-clearance. You are not permitted to sell shares of Allianz SE stock from your Allianz ESPP account during the blackout periods. Please refer to the Compliance tab of the Company Intranet for the respective blackout periods relating to Allianz SE shares .

B. Blackout Periods – Affiliated Open-End Mutual Funds

A personal trading blackout may be put in place in connection with shares of an Affiliated Open-End Mutual Fund up until the release of certain information regarding the Fund to the public. Reasons for a personal trading blackout with respect to a Fund may include, but are not limited to: (i) an upcoming change in portfolio management; (ii) a planned reorganization of the Fund,

including a merger into an existing Fund; or (iii) an anticipated dissolution/liquidation of the Fund. Please note that the information regarding the Fund is confidential and must not be discussed with, or disclosed to, anyone outside of the Company.

Note: Such a blackout period applies to all share classes across all Accounts in which you are a Beneficial Owner, including transactions in your Allianz 401(k) Plan that are not effected through your automatic investment plan, such as rebalancing transactions and fund transfers.

Any transactions during the blackout period in the particular Affiliated Open-End Mutual Fund are considered a violation of this Policy and subject to remedial actions which may include, but not be limited to, personal trading bans and/or disgorgement of profits.

Covered Persons are notified of such a personal trading blackout for an Affiliated Open-End Mutual Fund in advance of the blackout period. Information pertaining to a firm-wide blackout period for a Fund is posted on the Compliance tab of the Company Intranet.

C. Blackout Periods – Affiliated Closed-End Funds

Affiliated Closed-End Funds are subject to blackout periods surrounding a Fund’s dividend declaration press release and quarterly earnings release that may prevent you from purchasing or selling the Fund. Affiliated Closed-End Funds may also be subject to blackout periods surrounding events involving Funds that have not yet been disclosed to the public.

Note: Refer to the AGI Closed-End Funds Dividend Blackout Calendar posted on the Compliance tab of the Company Intranet.

VIII. 30-DAY HOLDING PERIOD FOR AFFILIATED FUNDS

Access Persons and Investment Persons are subject to a 30-day holding period with respect to active purchases of Affiliated Funds ¹⁰ . You may not sell an Affiliated Fund prior to 30 calendar days from its purchase, regardless of whether the sale is at a profit or at a loss. If the purchase of an Affiliated Fund is considered to be made on day 1, day 31 is the first day a sale of the Affiliated Fund may be made. This holding restriction does not apply to automatic payroll contributions to your Allianz 401(k) Plan or automatic reinvestments of dividends, income or interest received from the Fund. The 30-day holding period begins on the day of your last purchase of any applicable Fund (e.g., Last In, First Out or “LIFO” accounting method).

The 30-day holding period is applicable on an account-by-account basis. Non-automated transactions in the Allianz 401(k) Plan (i.e., rebalancing and fund transfers) are also monitored for the 30-day holding period.

If you are unsure whether a Fund is “Affiliated” (i.e., is advised by AGIFM and/or distributed by AGID or PIMCO Investments LLC), please contact the Code of Ethics Office.

¹⁰

In addition, Covered Persons may not engage in transactions that are in violation of an Affiliated Open-End Mutual Fund’s stated policy as disclosed in its prospectus and statement of additional information. This includes excessive trading in Affiliated Open-End Mutual Funds which is strictly prohibited. Please refer to the respective Fund’s disclosure documents for further information.

A complete list of third party funds sub-advised by the Company can be found on the Compliance tab of the Company Intranet. This list excludes third party funds sub-advised by PIMCO which are not subject to this restriction.

IX. BAN ON SHORT-TERM TRADING PROFITS

Frequent personal trading can cause distraction from your job and, in turn, conflict with your fiduciary duty to the Company’s Clients. Short-term trading also involves higher risks of front running and abuse of confidential information. Access Persons and Investment Persons are prohibited from profiting from the purchase and sale (or in the case of short sales or similar transactions, the sale and purchase) of the same Securities within 30 calendar days .

The ban on short-term trading profits is applicable on an account-by-account basis. A series of purchases and sales is measured on a last-in, first-out basis (“LIFO” accounting method) until all purchases and sales transactions of the same Security within a 30 calendar day period in a Reportable Account are matched. A purchase or sale is ordinarily deemed to occur on trade date. If the purchase is considered to be made on day 1, day 31 is the first day a sale of those Securities may be made at a profit.

Note: Unlike the 30-day holding period for Affiliated Funds which requires you to hold the Fund for 30 calendar days, you may sell Securities (other than Affiliated Funds) at a loss within 30 calendar days (subject to pre-clearance, where applicable) without violating this restriction.

Securities may be repurchased within 30 calendar days of a sale provided there are no additional conflicts with this Policy.

Any short-term trade that violates this restriction may be required to be unwound and/or any profits realized on the transaction may be required to be disgorged.

The ban on short-term trading profits does not apply to the following:

•

Exempt Securities;

•

ETFs or options on ETFs;

•

ETNs or options on ETNs;

•

Index Options and Index Futures;

•

Transactions listed under Pre-Clearance Exemptions, with the exception of purchases and sales of instruments issued by the national governments of the G8 member countries; or

•

Affiliated Funds. Note that there is a 30-day holding period for Affiliated Funds .

X. RESTRICTED/WATCH LISTS

A. AllianzAM Global Restricted List

The AllianzAM Global Restricted List includes companies in which the trading of securities is restricted for certain types of accounts. Such restrictions may be applicable to trades for Clients, trades for proprietary accounts and/or for personal securities transactions. Issuers may be added to the AllianzAM Global Restricted List for a variety of reasons, such as the following: (i) the issuer being a traded affiliate; (ii) an affiliated Company having inside information about a particular issuer; or (iii) to ensure that the aggregate group holding does not breach a particular threshold.

Access Persons and Investment Persons are prohibited from trading in any Securities by issuers on the AllianzAM Global Restricted List if such restrictions apply to personal account dealings.

B. Other Restricted/Watch Lists

From time to time, your Company may place restrictions on personal trading in the Securities of a company. Restrictions may be implemented, for example, to enhance an information barrier by preventing the appearance of impropriety in connection with trading, or preventing the use or appearance of the use of inside information. Access Persons and Investment Persons are prohibited from trading in the Securities of any issuer on such a restricted list if the restrictions apply to personal account dealings.

Your Company may also place the Securities of a company on a watch list. In such cases, the Code of Ethics Office reviews any personal trading activity in the Securities of an issuer on the watch list on a post-trade basis and evaluates whether there is any appearance of impropriety with respect to the personal trades by that Access Person or Investment Person.

XI. AFFILIATED CLOSED-END FUNDS – SPECIAL PRE-CLEARANCE PROCEDURES

Covered Persons who want to purchase or sell an Affiliated Closed-End Fund must complete and submit the form for this purpose through the personal trading system. In determining whether to grant approval for the trade, the Code of Ethics Office makes an assessment as to whether the transaction complies with this Policy, including the 30-Day Holding Period applicable to Affiliated Closed-End Funds. In addition, the respective Company’s CCO (or designee) for third party funds sub-advised by a Company verifies that your transaction does not conflict with any specific Fund information. Your request will be denied if the transaction would violate any requirements of this Policy.

Section 16 Requirements

Common shares of closed-end funds are registered under Section 12 of the Exchange Act. As such, there are specific reporting requirements and trading prohibitions under Sections 16(a) and 16(b) of the Exchange Act and Section 30(h) of the Investment Company Act if you are deemed to be a “Section 16 Person” with respect to a closed-end fund that include special filing obligations with the SEC. The Company’s Legal Department will notify you in the in the event that you are deemed to be a Section 16 Person in connection with an Affiliated Closed-End Fund. Even though individuals are personally responsible to file the forms with the SEC under Section 16, the Company’s Legal Department will manage the Section 16 filings on your behalf, if authorized by you. In connection with Affiliated Closed-End Funds, if you are a Section 16 Person, the COE Office must provide your trade execution details to the Legal Department or to the respective Company’s CCO (or designee) for third party closed-end funds sub-advised by a Company within one business day for filing purposes.

In addition, Section 16(b) of the Exchange Act (together with Section 30 (h)) prohibits Section 16 Persons from profiting from the purchase and sale, or sale and purchase, of an applicable Closed-End Fund within a six month period (referred to as “short-swing profits”). Any such profits realized are required to be forfeited to the applicable Closed-End Fund.

XII. PUBLIC OFFERINGS

Acquisitions of Securities in a public offering are subject to special pre-clearance procedures. Public offerings give rise to potential conflicts of interest that are greater than those present in other types of personal securities transactions since such offerings are generally only offered to institutional and retail investors who have a relationship with the underwriters involved in the offering. In order to preclude any possibility of a Covered Person profiting from his/her position with the Company, the following rules apply to public offerings.

Initial Public Offerings – Equity Securities

You are prohibited from purchasing equity and equity-related Securities in IPOs of those Securities in the U.S., whether or not the Company is participating in the offering on behalf of its Client accounts.

You are prohibited from purchasing equity and equity-related Securities in IPOs of those Securities outside of the U.S., whether or not the Company is participating in the offering on behalf of its Client accounts, except that you may participate in a retail tranche of such IPOs if available and subject to pre-clearance approval.

Secondary Offerings – Equity Securities

Subject to pre-clearance approval, you are generally permitted to purchase equity and equity-related Securities in secondary offerings of those Securities if the Company does not hold the Security on behalf of its Client accounts, and if no portfolio manager of the Company wishes to participate in the offering for Client accounts.

Debt Offerings

Subject to pre-clearance approval, you are permitted to purchase debt Securities in public offerings of those Securities, unless the Company is participating in that offering on behalf of its Client accounts. You cannot participate in any public offering of debt Securities if the Company is participating in the offering on behalf of its Client accounts.

Note: These prohibitions do not apply to investments in public offerings by your spouse, provided the investment pertains to your spouse’s firm of employment . These prohibitions also do not apply to investments in public offerings if such an investment is available to the Covered Person as a result of the Covered Person’s existing investment in a Private Placement . However, any such investments are subject to prior review and approval by the Code of Ethics Office.

A form for pre-clearing the purchase of Securities that are the subject of public offerings is located in the personal trading system.

XIII. PRIVATE PLACEMENTS

Acquisitions of Securities in a Private Placement are subject to special pre-clearance procedures. Investments in hedge funds and PIPEs are considered to be Private Placements. Prior approval is

required by: (i) your immediate supervisor; (ii) your Company’s CIO, if applicable; and (iii) your Company’s CCO (or designee). The form for this purpose is located in the personal trading system.

Approval will not be given if:

•

The investment opportunity is suitable for Clients;

•

The opportunity to invest has been offered to you solely by virtue of your position; or

•

The opportunity to invest could be considered a favor or gift designed to influence your judgment in the performance of your job duties or as compensation for services rendered to the issuer.

Note: You must provide documentation supporting your investment in the Private Placement to the Code of Ethics Office upon completion of your investment. You must also notify the Code of Ethics Office if there are any changes in the circumstances of your Private Placement investment (e.g., liquidation or dissolution of the Company). Additional contributions to an existing Private Placement must be pre-cleared as a new Private Placement investment. For IPOs stemming from an existing Private Placement, refer to the section “Public Offerings”.

If you are an Investment Person and you have acquired Beneficial Ownership of Securities in a Private Placement, you must disclose your investment when you play a part in any consideration of an investment by a Client in the issuer of the Securities, and any decision to make such an investment must be independently reviewed by your Company’s CIO or a portfolio manager who does not have Beneficial Ownership of any Securities of the issuer.

XIV. REPORTABLE ACCOUNTS

A. Accounts Required to be Reported

The following personal accounts are required to be reported to the Code of Ethics Office: (i) upon hire; (ii) upon a change in your category from Non-Access Person to Access Person or Investment Person; (iii) at the time a new account is opened; and (iv) annually, as described in the section “Initial and Annual Reporting and Certification Requirements”:

Accounts in the name of, or for the direct or indirect benefit of:

(a)

You; or

(b)

Your spouse, domestic partner, minor children and any other person to whom you provide significant financial support, as well as to transactions in any other account over which you exercise investment discretion or trading authority, regardless of Beneficial Ownership.

Accounts that are fully managed by a third party where you do not have discretion over investment selections for the account through recommendation, advice, pre-approval or otherwise.

Note: The Code of Ethics Office independently verifies that the account is fully managed with your broker or financial adviser.

Accounts that have the ability to hold Reportable Securities, even if the account currently only holds Exempt Securities.

Example: If you have a 401(k) Plan with a prior employer that includes an Affiliated Open-End Mutual Fund as an investment option, the account is required to be reported regardless of whether you hold that particular Fund in your account.

Accounts that are established under the following Allianz Plans:

•

Allianz 401(k) Plan

•

Allianz Asset Management of America L.P. Roth 401(k) Plan

•

Allianz Asset Executive Deferred Compensation Plan Account (“DCP Account”)

•

Allianz Deferral into Funds Plan (“DIF Plan”)

•

Allianz Class A Shares Purchase Program

•

Allianz Institutional Shares Purchase Program

•

Allianz Employee Stock Purchase Plan (“Allianz ESPP”)

•

Allianz Personal Choice Retirement Account (“PCRA Account”)

•

CollegeAccess 529 Plan distributed by AGID

•

MI 529 Advisor Plan distributed by AGID

•

OklahomaDream 529 Plan distributed by AGID

•

PIMCO Class A Shares Purchase Program

Note: The Code of Ethics Office receives statements and transactions for the above listed Allianz Plans directly from the Company, the broker or the Plan Administrator.

Examples of the types of accounts that you must report if the account holds Reportable Securities or has the ability to hold Reportable Securities include, but are not limited to, the following:

•

Brokerage Accounts

•

Individual Retirement Accounts (“IRAs”), including but not limited to, Traditional IRAs, Rollover IRAs, Contributory IRAs, Roth IRAs, SEP IRAs and SIMPLE IRAs

•

401(k) Plans and Other Retirement and Savings Accounts

•

Employee Stock Purchase Plans

•

Automatic Investment Plans

•

Dividend Reinvestment Plans (DRIPs)

•

Direct Stock Purchase Plans

•

Deferred Compensation Plan Accounts

•

Custodial Accounts

•

Trust Accounts

•

Variable Annuity Accounts

Note: 529 Plans are not Reportable unless they are distributed by AGID.

If you are unsure whether an account is required to be reported, please contact the Code of Ethics Office for guidance.

B. Reporting of Transactions - Designated Broker-Dealers

SEC Rule 204A-1 requires an adviser’s employees who have been designated as Access Persons and Investment Persons to provide quarterly reports of their personal securities transactions no later than 30 days after the close of each calendar quarter. An adviser’s code of ethics may excuse Access Persons and Investment Persons from submitting transaction reports that would duplicate information contained in trade confirmations and/or account statements that the adviser holds in its records, provided that the adviser has received those confirmations and/or statements not later than 30 days after the close of the calendar quarter in which the transaction takes place.

To assist Covered Persons with this reporting requirement, the Company has selected certain broker-dealers as “Designated Broker-Dealers”. A list of the Company’s Designated Broker-Dealers can be found on the Compliance tab of the Company Intranet. The Code of Ethics Office receives automated trade confirmations and/or account statements directly from these broker-dealers,

thereby eliminating the need for you or your broker-dealer to submit copies of these documents in paper format.

Access Persons and Investment Persons are required to maintain their Reportable Accounts with a Designated Broker-Dealer, unless they have submitted an exception request in writing and received approval from the Code of Ethics Office to maintain the account(s) with a non-Designated Broker-Dealer. Refer to the section “Reporting of Transactions – Non-Designated Broker-Dealers”. Temporary Employees, however, are not subject to this requirement and may hold accounts outside of the Designated Broker-Dealers without obtaining prior approval.

Note: If you open a new account with a Designated Broker-Dealer, you must promptly notify the Code of Ethics Office in writing of the new account and provide the account details.

C. Reporting of Transactions - Non-Designated Broker-Dealers

Certain limited exceptions may be granted that would allow you to maintain a Reportable Account with a non-Designated Broker-Dealer. For example, an exception may be granted based on the type of the account (e.g., a 401(k) account with a prior employer, a spousal 401(k) account with the spouse’s employer, an employee stock purchase plan account or a direct stock purchase plan account). An exception may also be granted if your spouse works for another investment adviser or broker-dealer with their own designated or preferred broker-dealer requirement.

You must submit a request in writing to the Code of Ethics Office if you want to open or report a new account with a non-Designated Broker-Dealer, prior to opening the account . The notification must include the name of your broker-dealer, the type of account and the reason(s) for requesting the exception. If you are a new Access Person or Investment Person, you are required to transfer your Reportable Accounts to a Designated Broker-Dealer within a reasonable period of time from the commencement of your employment with the Company or from the date you become an Access Person or Investment Person resulting from a change in your category classification, unless you have been granted an exception for the account(s).

You are required to submit duplicate trade confirmations and/or account statements, either on a monthly basis or on a quarterly basis (depending on the time frame for which a statement is generated by the broker-dealer), to the Code of Ethics Office no later than 30 days after the end of the calendar month or calendar quarter, as applicable . The Code of Ethics Office sends a NYSE Rule 407/FINRA Rule 3050 Letter to the broker-dealer requesting these documents. In the event that the broker-dealer is unable to routinely mail the documents to the Company through such a letter, you are required to provide the documents to the Code of Ethics Office by the deadline.

If the circumstances of the non-Designated Broker-Dealer account change in any way, it is your responsibility to notify the Code of Ethics Office immediately. Please note that the nature of the change in circumstances reported may cause the Designated Broker-Dealer exception to be revoked. Also note that an exception request must be made for each account to the Code of Ethics Office. You may not assume that because an exception was granted in one instance that you would necessarily be permitted to open a new account with the same non-Designated Broker-Dealer or another non-Designated Broker-Dealer.

The Company treats all trade confirmations and account statements as confidential and only discloses such information to the personal trading system vendor or in connection with an audit request, or during an exam or upon a request by a regulatory authority.

XV. REPORTING AND CERTIFICATION REQUIREMENTS

Under SEC Rule 204A-1, advisers must provide each supervised person with a copy of the code of ethics and any amendments. The code of ethics must also require each supervised person to acknowledge, in writing, receipt of those copies. In addition, Access Persons and Investment Persons are required to provide a complete report of Securities holdings at the time the person becomes an Access Person or an Investment Person and at least once a year thereafter. The information supplied must be current as of a date not more than 45 days prior to the individual becoming an Access Person or an Investment Person (initial report) or prior to the date the report is submitted (annual report).

The Code of Ethics Office provides you with notification of, and instructions pertaining to, your initial and annual reporting and certification requirements.

Access Persons and Investment Persons

Within 10 days of becoming an Access Person or an Investment Person (either following the commencement of employment with the Company or due to a change in your category classification), you are required to (1) certify your receipt and understanding of and compliance with the Code; and (2) complete an initial report of personal Securities holdings and accounts and submit the report, along with any relevant documentation as requested by the Code of Ethics Office.

On an annual basis, you are required to (1) re-certify your understanding of and compliance with the Code; (2) provide information regarding your Securities holdings; and (3) certify to a list of your current Reportable Accounts.

Non-Access Persons

Within 10 days of becoming a Non-Access Person (either following the commencement of employment with the Company or due to a change in your category classification), you are required to certify your receipt and understanding of and compliance with the Code.

On an annual basis, you are required to re-certify your understanding of and compliance with the Code.

XVI. EXEMPTIONS FROM THIS POLICY

You may apply for an exemption from a provision of this Policy by making a request in writing to the Code of Ethics Office. The request must fully describe the basis upon which the request is being made. As part of the consideration process, the CCO of your Company (or designee) determines if a Client may be disadvantaged by the request and considers any other relevant factors in deciding whether to grant or deny the request.

No exemptions may be granted for those sections of this Policy that are mandated by regulation.

XVII. CONSEQUENCES OF VIOLATIONS OF THIS POLICY

Compliance with this Policy is considered a basic condition of employment with the Company. We take this Policy and your obligations under it very seriously. A potential violation of this Policy may constitute grounds for remedial actions, which may include, but are not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of

trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against your personal interests. Violations of this Policy may also constitute violations of law, which could result in criminal or civil penalties for you and the Company.

In addition, the Federal Securities Laws require companies and individual supervisors to reasonably supervise Covered Persons with a view toward preventing violations of law and violations of a company’s Code of Ethics. As a result, all Covered Persons who have supervisory responsibility should endeavor to ensure that the Covered Persons they supervise, including Temporary Employees, are familiar with and remain in compliance with the requirements of this Policy.

XVIII. REPORTING OF VIOLATIONS

Violations of this Policy must be reported to your Company’s CCO and the Head of the Code of Ethics Office. In connection with any Company-advised Funds, the CCO of the Company (or designee) will report promptly any material violations of this Policy by Access Persons of the Funds to the Funds’ Board of Directors or Trustees. In connection with any Company-advised Funds, the CCO of AGI U.S. (or designee) will report all violations of this Policy by Access Persons of the Funds to the Funds’ Board of Directors or Trustees on a quarterly basis.

XIX. QUESTIONS CONCERNING THIS POLICY

Given the seriousness of the potential consequences of violations of this Policy, all employees are urged to seek guidance with respect to issues that may arise. Determining whether a particular situation may create a potential conflict of interest, or the appearance of such a conflict, may not always be easy, and situations inevitably arise from time to time that require interpretation of this Policy as related to particular circumstances. If you are unsure whether a proposed transaction is consistent with this Policy, please contact the Code of Ethics Office before initiating the transaction.

XX. CODE OF ETHICS OFFICE CONTACT INFORMATION

For purposes of this Policy, the contact information for the Code of Ethics Office in New York is as follows:

Personal Trading Helpline: (212) 739-3186

Outlook Group E-Mail Address: COE-PT@allianzgi.com (COE – PT)

XXI. DEFINITIONS

The following definitions apply to terms that appear in this Policy. Additional definitions are contained in the text itself.

1940 Act

The Investment Company Act of 1940, as amended, and the rules and regulations thereunder

529 Plan

A tax-advantaged investment vehicle in the U.S. designed to encourage savings for the future higher education expenses of a designated beneficiary

Advisers Act

The Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder

Advisory Clients

Clients, other than Funds, for whom the Company serves as an adviser or sub-adviser

Affiliate

Any company or entity that is under common ownership or control with Allianz SE

Affiliated Funds:

Affiliated Closed-End Funds

Closed-end funds that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party closed-end funds sub-advised by PIMCO)

Affiliated ETFs

ETFs that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party ETFs sub-advised by PIMCO)

Affiliated ETNs

ETNs that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party ETNs sub-advised by PIMCO)

Affiliated Open-End Mutual Funds

Open-end mutual funds that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party open-end mutual funds that are sub-advised by PIMCO)

AGID Registered Representatives

A Covered Person who is a Registered Representative of AGID. A “registered representative” (also called a general securities representative) is licensed to sell Securities in the U.S and generally involves Covered Persons engaged in sales, trading and investment banking activities. A registered representative must be sponsored by a broker-dealer and pass the FINRA-administered Series 7 examination (known as the General Securities Representative Exam) or another Limited Representative Qualifications Exam. Some state laws and broker-dealer policies also require the Series 63 examination.

Allianz Global Investors Clients

Refers to Clients of AGI U.S., NFJ and certain non-U.S. Affiliates. Orders and trades for these Clients are included on the Bloomberg global trading platform.

Beneficial Ownership

For purposes of this Policy, Beneficial Ownership is interpreted in the same way as it would under Rule 16a-1(a)(2) of the Exchange Act, and the rules thereunder. You are considered to have Beneficial Ownership of Securities if you have or share a direct or indirect Pecuniary Interest in the Securities. Through indirect Pecuniary Interest, you will generally be deemed to have Beneficial Ownership of Securities held by members of your immediate family sharing the same household and other individuals for whom you provide significant economic support, and Securities held in investment vehicles for which you serve as general partner or managing member, among other circumstances. See the definition of “Pecuniary Interest” below.

You are also considered to have Beneficial Ownership of Securities held in a trust where (i) you act as trustee and either you or members of your immediate family have a vested interest in the principal or income of the trust; or (ii) you act as settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

CCO

Chief Compliance Officer

CIO

Chief Investment Officer

Clients

Collectively, the Funds and Advisory Clients

Company

Allianz Asset Management of America L.P. (“AAMA LP”), Allianz Asset Management of America LLC (“AAMA LLC”), Allianz Global Investors U.S. Holdings LLC (“AGI U.S. Holdings”), Allianz Global Investors U.S. LLC (“AGI U.S.”), Allianz Global Investors Distributors LLC (“AGID”), Allianz Global Investors Fund Management LLC (“AGIFM”), NFJ Investment Group LLC (“NFJ”) and Pallas Investment Partners, L.P. (“Pallas”)

COO

Chief Operating Officer

Covered Persons

All partners, officers, directors, and employees of the Company, including interns and Temporary Employees

Designated Broker-Dealer

A broker-dealer for which the Company receives automated trade confirmations and/or account statements for Covered Persons directly from such broker-dealer

Equivalent Security

An “Equivalent Security” for purposes of this Policy means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the value of the underlying Security, or similar Securities with a price derived from the value of the underlying Security.

The following are examples of Equivalent Securities:

Example 1 :

General Electric Co. Common Stock

General Electric Co. Convertible Security

General Electric Co. Preferred Shares

General Electric Co. Call Option 22 6/21/2013

Example 2:

SPDR S&P 500 ETF

SPDR S&P 500 Put Option 139 9/14/2013

ETFs

Exchange-traded funds (ETFs) are investment vehicles that have many attributes of mutual funds but trade throughout the day on an exchange like a stock. ETFs come in a variety of styles including passive or index ETFs, which typically aim to closely track their underlying index, and actively managed ETFs, which are typically managed with the objective of providing above-benchmark returns or to objectives such as income or total return.

ETNs

Exchange-traded notes (ETNs) are a type of unsecured, unsubordinated debt securities issued by an underwriting bank. This type of debt differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed and no principal protection exists. Similar to ETFs, ETNs are traded on a major exchange, such as the NYSE during normal trading hours. However, investors can also hold the debt security until maturity.

Exchange Act

Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder

Federal Securities Laws

Including without limitation, the Advisers Act, the 1940 Act, the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, the Dodd-Frank Act of 2010, any rules adopted by the SEC and other regulatory bodies under these statutes, the U.S.A. Patriot Act and Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury

FINRA

Financial Industry Regulatory Authority, Inc.

Funds

The registered investment companies for which AAMA LP or any of its affiliated subsidiaries serves as an adviser or sub-adviser

The Group of Eight (G8) is a forum for the governments of eight of the world’s largest economies. The group members include Canada, France, Germany, Italy, Japan, Russia, the United Kingdom and the United States.

IAA

Investment Adviser Association

ICI

Investment Company Institute

IPO

An initial public offering (IPO), also referred to as a “new issue” under FINRA Rule 5130, means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the requirements of Section 13 or 15(d) of the Exchange Act to file public periodic reports with the SEC.

Non-Public Information

Non-Public Information is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or when the recipient knows or should know that the information can only have been provided by an “insider” is also Non-Public Information.

NYSE

New York Stock Exchange

Pecuniary Interest

You have a Pecuniary Interest in Securities if you have the opportunity to directly or indirectly benefit or share in any profit derived from a transaction in the Securities. The following are examples of indirect pecuniary interest in Securities:

•

Securities held by members of your immediate family sharing the same household unless it can be established that profits derived from transactions in these Securities do not provide you with any economic benefit, subject to review and approval by the Code of Ethics Office. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, 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.

•

Securities held by any individual for whom you provided significant economic support during the immediately preceding 12-month period, even if such individual does not share the same household.

•

Your interest as a general partner in Securities held by a general or limited partnership.

•

Your interest as a manager-member in the Securities held by a limited liability company.

You do not have a pecuniary interest in the Securities held by a corporation or similar entity in which you hold an equity interest, unless you are a controlling shareholder of the entity or you have or share investment control over the Securities held by the corporation or similar entity.

PIPEs

Private investments in public equities

Policy

Personal Securities Transactions Policy

Private Placements

A private placement is the sale of securities to a relatively small number of select investors as a way of raising capital. A private placement is the opposite of a public issue, in which Securities are made available for sale on the open market. Although private placements are subject to the Securities Act, the Securities offered do not have to be registered with the SEC if the issuance of the securities conforms to an exemption from registration as set forth in the Securities Act and SEC rules.

Reportable Account

An account that is required to be reported by Access Persons, Investment Persons, AGID Covered Persons and AGID Registered Representatives under this Policy

SEC

Securities and Exchange Commission

SEC Rule 204A-1

Rule 204A-1 under the Advisers Act, also known as the “Code of Ethics Rule”

Securities Act

Securities Act of 1933, as amended, and the rules and regulations thereunder

Security

The term “Security”, as defined in Section 202(a)(18) of the Advisers Act, means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, 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.

For purposes of this Policy, commodities and futures and options traded on a commodities exchange, including currency futures, are not Securities. However, securities futures, financial futures and futures and options on any group or index of Securities are Securities.

Temporary Employee

A temp, consultant or contractor

U.S. Affiliate

Any U.S. company or entity that is under common ownership or control with AAMA LP

Exhibit C

PALISADE CAPITAL MANAGEMENT, L.L.C.

CODE OF ETHICS

Amended February 2014

Code of Ethics

Table of Contents


Subject	Page

Statement of General Principles		3
Covered Persons		4
Covered Accounts		5
Securities Covered by the Code of Ethics		7
Standards of Business Conduct		8
Personal Trading		9
Gifts and Entertainment		12
Outside Business Activities		14
Political Contributions		15
Reporting Requirements		22
Review of Reports		23
Sanctions		23

STATEMENT OF GENERAL PRINCIPLES

•

All Access Persons, as defined below, shall conduct their personal investment activities in a manner consistent with the following general fiduciary principles:

At all times place the interests of the clients of Palisade Capital Management, L.L.C. (“Palisade” or the “Firm”) first.

Access Persons may not use material non-public information to benefit themselves or others, including clients. “Material non-public information” relates not only to issuers but also to Palisade’s securities recommendations and client securities holdings and transactions.

All personal securities transactions shall be conducted so as to avoid any actual or potential conflict of interest or any abuse of a position of trust or responsibility.

Access Persons shall not take inappropriate advantage of their positions.

Information concerning the identity of security holdings and financial circumstances of clients is confidential.

Independence in the investment decision-making process is paramount.

•

These general principles will be applied to every transaction covered by this Code of Ethics to maintain high standards of conduct and the confidence of our clients. Consequently, mere technical compliance with the rules and guidelines contained herein may nonetheless require compliance personnel to take action where they perceive even an appearance of improper conduct.

•

“Clients” include every entity, fund, organization or individual for which Palisade contractually serves as an investment adviser.

•

Access persons must comply with all federal securities laws.

COVERED PERSONS

•

Access Persons : Includes all Palisade Principals and employees. Consultants, temporary workers, and summer interns retained/employed by Palisade having access to confidential client portfolio holdings information (or securities under consideration for client purchase) are also Access Persons hereunder.

ALL PALISADE EMPLOYEES ARE ACCESS PERSONS AND ARE COVERED BY THIS CODE OF ETHICS.

COVERED ACCOUNTS

The following types of accounts are considered to be “Covered Accounts” under this Code of Ethics and are subject to the provisions set forth herein. All Covered Accounts must be disclosed to Palisade’s Compliance Department (i) for new Palisade employees, upon such Access Person’s commencement of employment with the Firm, or (ii) for existing Firm employees, prior to the funding of any new Covered Account.

Note : Covered Accounts may only be opened at brokerages that provide electronic trade confirmation / periodic statement delivery to the Compliance11 system. The Firm reserves the right to reject the approval of any Covered Account that cannot provide such electronic reporting.

1.	Personal accounts of all Access Persons.

2.	Any account in which an Access Person has any “direct or indirect beneficial interest” including:

•

Accounts in which the Access Person is a beneficiary.

•

Accounts owned or controlled by an Access Person’s “immediate family member” if (1) the immediate family member lives in the same house or (2) the immediate family member is financially supported by the Access Person.

•

“Immediate family members” include the Access Person’s spouse, domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, as well as adoptive relationships.

•

Accounts from which the Access Person derives an indirect pecuniary interest.

Examples:

A general partner’s interest in the portfolio securities held by a partnership.

A person’s right to a dividend that is separated or separable from the underlying securities.

3.	Any account of non-clients that that the Access Person manages (including, in certain circumstances, by acting as trustee) or to which the Access Person gives investment or voting advice.

4.	Any account owned by a trust in which an Access Person has an interest (including by acting as a trustee or for which the Access Person or an Access Person’s “immediate family member” is a beneficiary. This rule does not require that the Access Person’s “immediate

family member” reside in the Access Person’s household; the family relationship itself is sufficient.

Any investment partnership or similar entity where any Access Persons and/or Access Person’s “immediate family member” has a substantial proportionate economic interest in the vehicle (generally 10% of the equity in the vehicle in which only one Access Person has an interest and 25% of the equity in the vehicle if more than one Access Person has an interest). The threshold may be higher for a “start-up” vehicle, depending upon the circumstances, as determined by Palisade’s Chief Compliance Officer.

SECURITIES COVERED BY THE CODE OF ETHICS

TYPES OF SECURITIES COVERED BY THE CODE OF ETHICS (“COVERED SECURITIES”)

•

Unless excluded under “Types of Securities Not Covered by the Code of Ethics” below, all equity and debt securities, including but not limited to, Common Stocks, Preferred Stocks, Corporate Bonds, Municipal Bonds, Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs), and Exchange Traded Closed-End Funds.

•

Currency, commodities, options, futures, warrants, convertible securities, and derivative investments.

•

Shares of a mutual fund for which Palisade or a Palisade affiliate acts as the investment adviser, sub-adviser, or principal underwriter.

TYPES OF SECURITIES NOT COVERED BY THE CODE OF ETHICS

•

U.S. government securities.

•

Commercial paper.

•

Bank certificates of deposit.

•

Banker’s acceptances.

•

Open-end registered investment companies (i.e. open-end mutual funds), unless Palisade or a Palisade affiliate acts as the investment adviser, sub-adviser, or principal underwriter to such fund.

•

Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds (i.e. variable insurance products).

STANDARDS OF BUSINESS CONDUCT

COMPLIANCE WITH LAWS AND REGULATIONS

Access Persons must comply with applicable federal securities laws.

Access Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

To defraud such client in any manner;

To mislead such client, including by making a statement that omits material facts;

To engage in any act, practice, or course of conduct which operates or could operate as a fraud or deceit upon such client;

To engage in any manipulative practice with respect to such client; or

To engage in any manipulative practice with respect to securities, including but not limited to, price manipulation.

CONFLICTS OF INTEREST

As a fiduciary, Palisade has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by seeking to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client.

Access Persons are not permitted to show inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

Access Persons are not permitted to use knowledge about pending or currently considered client securities transactions to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities.

PERSONAL TRADING

ACCESS PERSONS ARE REQUIRED TO PRE-CLEAR ALL TRADES OF COVERED SECURITIES (INCLUDING, BUT NOT LIMITED TO, THOSE COVERED SECURITIES HELD IN COVERED ACCOUNTS AND SECURITIES HELD IN CERTIFICATED FORM).

THERE IS NO DE MINIMIS EXCEPTION TO THIS RULE.

PRECLEARANCE REQUESTS MUST BE ENTERED USING THE COMPLIANCE11 ONLINE SYSTEM. ANY PRECLEARANCE IS VALID ONLY FOR THE TRADING DAY ON WHICH IT IS AUTHORIZED (i.e. no after-hours trading or GTC (Good ‘Til Cancelled) orders).

The pre-clearance requirement shall not apply to the following transactions:

(A) Purchases or sales of Covered Securities over which the Access Person has no direct or indirect influence or control; provided, that this exclusion does not excuse an Access Person from having to pre-clear personal securities transactions of such Access Person’s “immediate family member”;

(B) Purchases or sales of Covered Securities which are non-volitional on the part of the Access Person, including sales from a margin account pursuant to a bona fide margin call;

(D) Purchases of Covered Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.

1.	Black-Out Period .

(a) Purchases . A Covered Security may not be purchased for three days after such security has been purchased for Palisade client accounts or, if a Firm client purchase program is in-process, for three days after such purchase program has been completed.

(b) Sales . Covered Securities owned in client accounts may not be sold in Access Persons’ accounts (including, but not limited to, Covered Accounts) until all client sales of such Covered Securities are completed. ¹ Notwithstanding the foregoing, Covered Securities may be sold for tax purposes on the second Monday of December each year (“Tax Sale Day”). If the second Monday of December is not a full trading day for the New York Stock Exchange, Tax Sale Day will be the next full trading day immediately following. All sales permitted for tax purposes are subject to all other restrictions and approval requirements contained in this Code of Ethics.

¹	This restriction will not apply to unsupervised securities owned in Palisade client accounts.

Sales of Covered Securities that would otherwise be prohibited hereunder may nonetheless be permitted for emergency purposes (with the determination of such permitted emergency sales being made by Palisade’s Principals and Chief Compliance Officer on a case-by-case basis).

2.	No Front-Running . A Covered Security shall not be purchased or sold if such security is:

(a)

being considered by a Firm portfolio manager for purchase or sale for a client; or

(b)

in the process of being purchased or sold for a client.

To avoid any appearance of impropriety or an Access Person’s inadvertent purchase or sale of a Covered Security in his or her personal account while a Firm portfolio manager is considering the purchase or sale of such security for client accounts, all Palisade analysts who are considering the purchase or sale of a Covered Security within the market cap of the portfolios they service must receive email confirmation from their portfolio manager confirming that such Covered Security is not under consideration for client transactions. For example, an analyst on the Palisade small cap core equity team would need to obtain the approval (by email) of the small cap core equity portfolio manager prior to purchasing or selling a Covered Security within the approximate market cap of the Russell 2000 ^® Index. Such authorization is in addition to the pre-clearance requirements (via Compliance11) described in this Code of Ethics.

3.	Failure to Disclose Material Interest . No transaction can be recommended for any Palisade client account without first disclosing to the Firm client:

(a)

any material interest held by the recommending Access Person in the security or the issuer (with 5% or more ownership of a security or issuer deemed to be material); and/or

(b)

any contemplated transaction in such securities by such Access Person.

4.	No IPO Investments; “New Issue” Securities; Secondary Offerings . Access Persons shall not participate in the purchase of initial public offerings, “new issue” securities, or secondary offerings.

5.	Private Placements .

(a)

Prior Approval .

No investment in a Private Placement may be effected by an Access Person unless the investment is preapproved by Palisade’s Chief Compliance Officer or his designee(s). Requests for investments in a Private Placement must be completed using the Compliance11 system.

The prior approval will take into account, among other factors:

(i)

whether the investment opportunity should be reserved for a Firm client; and

(ii)

whether the opportunity is being offered to the Access Person by virtue of his or her position with Palisade.

(b)

Standards for Approval .

The Access Person must demonstrate that:

(i)

the investment is not currently appropriate for any Palisade client;

(ii)

it is highly unlikely that the investment will be appropriate for any Firm client in the near future; and

(iii)

the investment is not being offered to the Access Person because of his or her position with Palisade.

(c)

Sale of a Private Placement .

The sale of a security acquired in a Private Placement must be pre-approved in the manner described above.

(d)

Documentation of Prior Approvals .

All prior approvals of transactions in Private Placements will be documented in writing using a “sign-off” form, along with the rationale supporting it. The Compliance Department will be responsible for archiving all completed sign-off forms.

6.	No Short-Term Trading Profits . No Access Person shall profit from short-term trading. Accordingly, Access Persons are prohibited from selling Covered Securities for a profit within sixty (60) calendar days after their purchase.

No Investments in Derivatives . Access Persons are prohibited from trading derivative securities; provided, that Access Persons may trade covered calls on securities or security indices. Trading in derivatives is subject to the sixty (60) calendar day holding period specified above (as well as all other requirements set forth in this Code of Ethics).

8.	Investments in ETFs . Access Persons shall not trade in ETFs of the indices for which Palisade is long for clients.

GIFTS AND ENTERTAINMENT

Access Person as Gift Donor :

No Access Person shall, directly or indirectly, give or permit to be given, anything of value, including payments, gifts, or gratuities, in excess of one hundred dollars per individual per year, to anyone (other than a natural person (HNW) client) where such payment or gratuity is in relation to the business of the recipient or the recipient’s employer. Access Persons may give gifts to natural person (HNW) clients in excess of $100 per year after obtaining the approval of a Firm Principal.

Access Person as Gift Recipient :

(i)

Access Persons may accept gifts of a value of $100 or less (annually) from natural person (HNW) clients.

(ii)

No Access Person is permitted to accept any payment, gift, or gratuity from non- natural person (HNW) clients where such payment, gift, or gratuity is in relation to Palisade’s business, with the exception of (A) promotional or memento items of a de minimis value bearing the name of the donor ( e.g. , tote bags, pens, “deal toys”, or tombstones), (ii) a fungible gift of a value less than $100 that may be shared in the office ( e.g. , fruit basket or box of candy), or (iii) business samples of a value less than $100.

Access Person as Entertainment Donor :

Palisade’s entertainment of employees, agents, or representatives of a Firm client or prospective Firm client must be attended by an Access Person. Entertainment of natural person (HNW) clients shall be reasonable, with exceptions subject to the approval of a Firm Principal. Entertainment of all other persons shall not be lavish or excessive.

Access Person as Entertainment Recipient :

Access Persons may attend a business entertainment function as a guest if it is also attended by a representative of the host/donor. Access Persons may not accept transportation or accommodation in conjunction with the entertainment event unless such transportation or accommodation is intrinsic to the business entertainment function, or necessary for access or security purposes. Entertainment received shall not be lavish or excessive.

General :

All gifts and entertainment (whether given or received) are subject to Palisade’s recordkeeping requirements, which require Access Persons to report any gift or entertainment transactions via the Compliance11 system within three days of receiving or providing the gift or entertainment.

The value of all gifts and entertainment shall be computed using the amount which is the greater of (i) cost or (ii) market, exclusive of tax and/or delivery charges.

A member of the Compliance Department will also make a record of gifts which are returned due to non-compliance with Palisade’s policy.

The reports entered in Compliance11 will be reviewed by the CCO or his designee.

Under no circumstances may Access Persons offer or receive anything of value, including, but not limited to, business entertainment, which is illegal under any applicable law or would expose Palisade, its clients, or the Access Person to any liability or to sanctions from any governmental authority or agency.

OUTSIDE BUSINESS ACTIVITIES

•

Palisade’s principal objective is to serve the interests of, and discharge its obligations to, its clients. Accordingly, no Firm employee shall be employed by, or accept compensation from, any other person as a result of any business activity, other than a passive investment, outside the scope of his or her relationship with Palisade unless prior written approval is obtained from Palisade’s Chief Compliance Officer (or his designee), or a Firm Principal.

•

Access Persons shall not serve as Directors of publicly traded companies without the prior written approval of Palisade’s Chief Compliance Officer (or his designee) or a Firm Principal, based upon a determination that such service would be consistent with client interests.

POLITICAL CONTRIBUTIONS

I.	Statement of Policy

To the extent Palisade provides or seeks to provide investment advisory services to a government entity , ² Palisade will take the measures described herein to seek to ensure that contributions to an official of such government entity and payments to any third party who is engaged to solicit advisory business from such government entity are not made with the purpose of influencing the award of an advisory contract or the decision to invest in a covered investment pool managed by Palisade. All italicized terms used in these procedures are defined in Section III, “Definitions”.

Failure to comply with this policy could result in Palisade being precluded, for a period of two years, from conducting advisory business with or receiving compensation from certain clients and could materially and adversely affect the business or prospects of Palisade.

In this regard, the Palisade has adopted policies and procedures in order to comply with Rule 206(4)-5 under the Advisers Act (the “Rule”). ³ The Rule, with certain exceptions, prohibits Palisade from:

(i) receiving compensation for providing investment advisory services to a government entity , directly or indirectly, for two years after Palisade or any of its covered associates makes a contribution to an official of such government entity ;

(ii) coordinating, or soliciting any person or political action committee to make, (a) contributions to an official of a government entity to which Palisade is providing or seeking to provide advisory services or (b) payments to a political party of a state or locality where Palisade is providing or seeking to provide advisory services to a government entity ; and

(iii) making or agreeing to make payments to third parties to solicit advisory business from a government entity on behalf of Palisade unless such third parties are registered investment advisers or registered broker-dealers who are themselves subject to similar restrictions regarding contributions to officials of government entities as Palisade.

The Rule applies only to the extent that the Palisade provides or seeks to provide investment advisory services to a government entity , either directly or through a government entity’s investment in a covered investment pool managed by Palisade.

Palisade will be deemed to be seeking to provide investment advisory services to a government entity when it responds to a request for proposal, communicates with the government entity regarding the entity’s formal selection process for investment advisers or engages in some other solicitation of the government entity for the purpose of providing advisory services to such government entity, either directly or through a government entity’s investment in a covered investment pool managed by Palisade.

Palisade may have additional responsibilities under the code of conduct of a government program or plan it manages and/or the law of the state or city in which such program or plan is located. (See, for example, the Code of Conduct of the New York State and Local Employees’ Retirement System, the New York State and Local Police and Fire Retirement System and the New York State Common Retirement Fund at www.osc.state.ny.us/pension/codeofconduct.pdf.)

II.

Procedures

These procedures seek to ensure that neither Palisade nor any of its covered associates makes or has made a contribution in violation of the restrictions on political contributions that Palisade has adopted herein on or after March 14, 2011. In addition, these procedures prohibit Palisade from paying or entering into an agreement to pay a third party on or after June 13, 2012 to solicit advisory business from a government entity on its behalf unless such third party has affirmed its status as a regulated person .

Political Contributions

Although the Rule applies only to certain covered associates as defined in the Rule, it is Palisade’s policy that preclearance is required for all employees and partners even if not covered associates . In addition, although the Rule applies to contributions with respect to State or local officials, it is Palisade’s policy that pre-approval is required for all political contributions.

(i)

(a) Preclearance of Political Contributions: Palisade and each covered associate must obtain the prior written approval of the Chief Compliance Officer before making a contribution to any person (including any election committee for the person) who is an incumbent, candidate or successful candidate for state or local office, including any such person who is running for federal office (a “Candidate”), on or after March 14, 2011.

(b) Certain De Minimis Contributions: As a matter of policy, the Chief Compliance Officer expects to approve a contribution by a covered associate per election of up to $350 in the case of a contribution to an official for whom such covered associate is entitled to vote and up to $150 in the case of a contribution to an official for whom such covered associate is not entitled to vote, provided that the Chief Compliance Officer concludes that such contribution is not made with the purpose of influencing the award of an advisory contract or the decision to invest in a fund managed by Palisade is not likely to have the effect of influencing the award of an advisory contract or the decision to invest in a fund managed by Palisade. Notwithstanding the foregoing, the Chief Compliance Officer will not approve any contribution that would result in serious adverse consequences to Palisade under the Rule.

(ii)

Preclearance of Coordination and Solicitation of Contributions and Payments: Palisade and each covered associate must obtain the prior written approval of the Chief Compliance Officer prior to coordinating or soliciting any person or political action committee on or after March 14, 2011 to make (a) a contribution to a Candidate, or (b) a payment to a political party of a state or locality. In this regard, Palisade and each covered associate must obtain the prior written approval of the Chief Compliance Officer prior to consenting to the use of its name on any fundraising literature for a Candidate or sponsoring a meeting or

conference which features a Candidate as an attendee or guest speaker and which involves fundraising for such person.

(iii)

Preclearance of Contributions to Political Action Committees and State and Local Political Parties: Palisade and each covered associate must obtain the prior written approval of the Chief Compliance Officer prior to making any contribution to a political action committee or a state or local political party on or after March 14, 2011. The Chief Compliance Officer will inquire as to how the contribution will be used in order to determine whether the political action committee or political party is closely associated with an official of a government entity . In the event the Chief Compliance Officer determines that the political action committee or political party is closely associated with an official of a government entity , the Chief Compliance Officer will make a determination as to whether to permit Palisade or the covered associate to make a contribution to such political action committee or political party. As a matter of policy, the Chief Compliance Officer expects to approve a contribution by a covered associate to a political action committee or a state or local political party if the contribution is less than $350 or $150, as applicable (and as described above).

(iv)

Special Disclosure Prior to Hire: Prior to the hiring of a person that would result in such person serving as a covered associate of Palisade, such person will be required to disclose, as a condition of the hiring, all of the contributions and payments made by such person to Candidates, political action committees and state and local political parties within the preceding two years (if the person will solicit clients for Palisade ) or six months (if the person will not solicit clients for Palisade), but not prior to March 14, 2011. To the extent Palisade is aware that the person has made a contribution or payment in violation of these procedures, Palisade will make a determination as to whether to hire such person to serve as a covered associate .

(v)

Exception for Certain Returned Contributions: The prohibition of the Rule (on receiving compensation for providing advisory services to a government entity for two years after Palisade or a covered associate has made a contribution to an official of such government entity ) will not apply in certain instances where the triggering contribution is returned. In the event the Chief Compliance Officer discovers that a Palisade or a covered associate has made a contribution in violation of these procedures, the Chief Compliance Officer will make a determination as to whether it will require the covered associate to seek to obtain a return of the contribution . In the event the Chief Compliance Officer determines that it is necessary to require the covered associate to seek to obtain a return of the contribution , it will, within four months after the date of the contribution and 60 days after discovering the contribution , take all

available steps to cause the contributing covered associate to seek to obtain a return of such contribution and will take such other remedial or preventive measures that it determines are appropriate under the circumstances. Palisade’s reliance on this exception for returned contributions is limited to no more than two times per a 12-month period and no more than once for each covered associate , regardless of the time period.

(vi)

Indirect Violations: Neither Palisade nor any of its covered associates may do anything indirectly that would result in a violation of these procedures.

(vii)

Reporting of Political Contributions and Payments: In the event that Palisade or a covered associate makes a direct or indirect contribution or payment to a Candidate, a political action committee or a political party of a state or political subdivision thereof on or after March 14, 2011, the Chief Compliance Officer (on behalf of Palisade) or such covered associate , as applicable, must submit a written report to the Chief Compliance Officer as soon as possible, and in no event later than 30 days after the date such contribution or payment was made, disclosing the amount and date of such contribution or payment and the name and title of the recipient.

(viii)

Recordkeeping: The Chief Compliance Officer will compile and keep a list of (a) the names, titles and business and residence addresses of all covered associates of Palisade, (b) all government entities to which Palisade provides or has provided investment advisory services, or which are or were investors in any covered investment pool to which Palisade provides or has provided investment advisory services, as applicable, in the past five years (but not prior to September 13, 2010), and (c) all direct or indirect contributions made by Palisade or any of its covered associates to an official of a government entity , or direct or indirect payments to a political party of a state or political subdivision thereof, or a political action committee on or after March 14, 2011. The records described in (c) above will be listed in chronological order and will indicate (1) the name and title of each contributor, (2) the name and title (including any city/county/state or other political subdivision) of each recipient of a contribution or payment , (3) the amounts and date of each contribution or payment , and (4) whether any such contribution was the subject of the exception for certain returned contributions .

Payments to Third Parties to Solicit Advisory Business from Government Entities

(i)

Review and Approval of Third Party Solicitation Agreements: The Chief Compliance Officer will review and approve each third party solicitation

agreement or arrangement prior to Palisade entering into such agreement or arrangement.

(ii)

Required Disclosure by Regulated Persons: Prior to Palisade providing or agreeing to provide payment to a third party on or after June 13, 2012 to solicit advisory business from a government entity on its behalf, the Chief Compliance Officer will require the third party to provide, as a condition to Palisade engaging such third party, a written representation regarding its status as a regulated person . In addition, the Chief Compliance Officer will take any additional measures it deems necessary to verify such third party’s status as a regulated person .

(iii)

Ongoing Review of Regulated Person Status: In the event Palisade provides or agrees to provide payment to a third party on or after June 13, 2012 to solicit advisory business from a government entity , Palisade will require such third party to provide the Palisade with satisfactory representations that the third party meets and will continue to meet the definition of a regulated person as of such date or will obtain such other evidence as Palisade deems satisfactory to verify such third party’s status as a regulated person as of such date.

(iv)

Recordkeeping: Palisade will keep a list of the name and business address of each regulated person to whom Palisade provides or agrees to provide, on or after June 13, 2012, directly or indirectly, payment to solicit a government entity for investment advisory services on its behalf.

Sub-Advisory Arrangements

(i)

Serving as Subadviser: In the event Palisade enters into an agreement or other arrangement with a third party whereby Palisade will serve as a subadviser to an account or a covered investment pool managed by such third party, the Chief Compliance Officer will obtain all necessary information from the third party in order to determine whether a government entity invests in such account or covered investment pool . In the event a government entity does invest in such account or covered investment pool , the Chief Compliance Officer will take appropriate measures with respect to such government entity in order to ensure compliance with these procedures. In addition, the Chief Compliance Officer will use reasonable efforts to require the third party to obtain the prior written approval of Palisade prior to admitting a government entity as an investor in a covered investment pool to which the Palisade is providing subadvisory services.

(ii)

Hiring of Subadviser: In the event Palisade hires a third party to serve as a subadviser to an account or a covered investment pool in which a government entity invests, the Chief Compliance Officer will require such

third party to disclose whether it or any of its covered associates has made a contribution or payment that would result in a serious adverse consequence to such third party under the Rule. In addition, the Chief Compliance Officer will require the third party to verify on an ongoing basis that neither the third party nor any of its covered associates has made a contribution or payment that would result in a serious adverse consequence to such third party under the Rule.

III.

Definitions

“Contributions” means gifts, subscriptions, loans, advances, deposits of money, or anything of value made for: (i) the purpose of influencing any election for federal, state or local office; (ii) payments of debt incurred in connection with any such election; or (iii) transition or inaugural expenses of the successful candidate for state or local office.

“Covered associates” means (i) the Adviser’s general partners, managing members, executive officers and other individuals with a similar status or function; (ii) the Adviser’s employees who solicit a government entity for the Adviser and persons who supervise, directly or indirectly, such employees; and (iii) any political action committee controlled by the Adviser or by any person described in (i) or (ii) above. An “executive officer” of the Adviser means the president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer of the Adviser who performs a policy-making function or any other person who performs similar policy-making functions for the Adviser.

“Covered Investment Pool” means (i) an investment company registered under the Investment Company Act of 1940 that is an investment option of a plan or program of a government entity or (ii) any company that would be an investment company under section 3(a) of the Investment Company Act of 1940, but for the exclusion provided from that definition by either section 3(c)(1), section 3(c)(7) or section 3(c)(11) of that Act.

“Government entity” means any state or political subdivision of a state, including (i) any agency, authority or instrumentality of the state or political subdivision; (ii) a pool of assets sponsored or established by the state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to, a “defined benefit plan” as defined in section 414(j) of the Internal Revenue Code, or a state general fund; (iii) a plan or program of a government entity; and (iv) officers, agents or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.

“Official” means any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate or successful candidate for elective office of a government entity if the office (i) is directly or indirectly responsible for, or can influence the outcome of, the hiring of the Adviser by the government entity or (ii) has the authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of the Adviser by the government entity.

“Payments” means gifts, subscriptions, loans, advances or deposits of money or anything of value.

“Regulated person” means:

(i) an investment adviser registered with the SEC that has not, and whose covered associates have not, within two years of soliciting a government entity, (A) made a contribution to an official of that government entity other than as permitted by Rule 206(4)-5(b)(1), and (B) coordinated or solicited any person or political action committee to make any contribution to an official of a government entity to which the Adviser is providing or seeking to provide investment advisory services or payment to a political party of a state or locality where the Adviser is providing or seeking to provide investment advisory services, or

(ii) a “broker”, as defined in section 3(a)(4) of the Securities Exchange Act of 1934, or a “dealer”, as defined in section 3(a)(5) of that Act, that is registered with the SEC and is a member of a national securities association registered under section 15A of that Act (e.g., FINRA), provided that (A) the rules of the association prohibit members from engaging in distribution or solicitation activities if certain political contributions have been made and (B) the SEC, by order, finds that such rules impose substantially equivalent or more stringent restrictions on broker-dealers than the restrictions imposed by Rule 206(4)-5 of the Advisers Act and that such restrictions are consistent with the objectives of such Rule.

“Solicit” means (i) with respect to investment advisory services, to communicate, directly or indirectly, for the purpose of obtaining or retaining a client for, or referring a client to, the Adviser, and (ii) with respect to a contribution or payment, to communicate, directly or indirectly, for the purpose of obtaining or arranging a contribution or payment.

REPORTING REQUIREMENTS

•

Palisade’s Compliance Department will provide each Access Person with a copy of this Code of Ethics and any amendments thereto on at least an annual basis. Access Persons shall provide a written acknowledgment of their receipt of such documentation through the Compliance11 system.

•

All Access Persons must obtain written consent (addressed to the outside broker) to open any Covered Account. This consent will be given so long as duplicate copies of trade confirmations and statements will be sent by the outside broker directly to Compliance11.

•

A completed Preclearance Authorization must be obtained from the Compliance11 system prior to the execution of each trade in a Covered Security.

•

Quarterly reports or duplicate copies of all confirmations of all personal securities transactions and periodic statements must be forwarded by the outside broker directly to Compliance11. Quarterly reports are not required if all required information is contained in duplicate statements forwarded directly to Compliance11 or Palisade.

•

Access Persons must disclose all securities holdings upon hiring and annually thereafter.

•

Access Persons must promptly report all gift or entertainment transactions.

•

Access Persons must certify at least annually that they have read and understand the Code of Ethics and that they have complied with its terms during the prior year.

•

Access Persons must promptly report any violations of this Code of Ethics to Palisade’s Chief Compliance Officer, or to the Compliance Department, who will notify the CCO.

PLEASE NOTE:

The Code of Ethics Affirmation, Initial and Annual Holdings Reports, Quarterly Transaction Affirmations, Reports of Outside Business Activities, Gift and Entertainment disclosure and Pre-Clearance of Political Contributions are to be submitted on the Compliance11 System.

REVIEW OF REPORTS

Palisade’s Chief Compliance Officer (or his designee), will review all reports.

SANCTIONS

Sanctions for noncompliance with this Code of Ethics may include, among other things, fine, censure, suspension, termination of employment, disgorgement of profits, and/or reversal of the personal securities transactions. The determination of sanctions will be made by Palisade’s Management Committee and Chief Compliance Officer.

Code of Ethics for Personal Investing

CODE OF ETHICS FOR PERSONAL INVESTING

Fidelity Fund Access Version

2014

1 of 14

Code of Ethics for Personal Investing

The Fidelity 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 advisors to the funds and the principal underwriter of the funds or 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 11

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.

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.

2 of 14

Ethics Office

Phone

(001) 617-563-5566

(001) 800-580-8780

Fax

(001) 617-385-0939

E-mail

ethics.office@fmr.com

Mail zone

Z1N

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.

Code of Ethics for Personal Investing

Fidelity Fund Access Version

Following the rules — in letter and in spirit

This Fidelity 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 page 13).

You have a fiduciary duty to never place your own personal interest 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:

•

acknowledge that you understand and will comply with all rules that apply to you

•

authorize Fidelity to have access to all of your covered accounts (see Key Concepts on page 13)

•

and to obtain and review account and transaction data (including duplicate copies of non-Fidelity

•

account statements) for compliance or employment related purposes

•

acknowledge that you will comply with any new or existing rules that become applicable to you in

•

the future

To Do

•

Promptly respond to the e-mail you receive from the Ethics Office each year requiring you to acknowledge the Code of Ethics.

•

New employees need to respond within 10 days of hire.

•

If you do not have access to e-mail, you may obtain a hard copy of the Acknowledgment Form by contacting the Ethics Office.

Respond to the e-mail that you receive from the Ethics Office to acknowledge your understanding of the rules.

3 of 14

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

•

Call the Ethics Office Service Line at (001) 617-563-5566 or (001) 800-580-8780.

•

Call the Chairman’s Line at (001) 800-242-4762 if you would prefer to speak on a non-recorded line.

Disclosing securities accounts and holdings in covered securities

You must disclose all securities accounts — those that hold covered securities (see Key Concepts on page 13) 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 13). 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. Forward 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 Report. 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.

Use the online form to disclose all new securities accounts and holdings in covered securities not held in an account that become associated with you.

Moving covered accounts to Fidelity

You and your covered persons need to maintain all covered accounts (see Key Concepts on page 13) 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:

•

it contains only securities that cannot be transferred

•

it exists solely for investment products or investment services that FBS does not provide – Note: approval will not be granted for requests based on ancillary account features or promotional offers

•

it exists solely because your covered person’s employer also prohibits external covered accounts

•

it is a discretionary managed account (see Key Concepts on page 13)

•

it is associated with an ESOP (employee stock option plan) in which a covered person is a participant through his or her current employer, or was from a previous employer, and for which the employee has options that have not yet vested

•

it is associated with an ESPP (employee stock purchase plan) in which a covered person is a participant through his or her current employer

•

it is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company (collectively, “automatic investment plans”) in which regularly scheduled purchases are made or planned on a monthly basis

•

it is required by a trust agreement

•

it is associated with an estate of which you or any of your covered persons is the executor, but not a beneficiary, and involvement with the account is temporary

•

transferring the account would be inconsistent with other applicable rules

4 of 14

To Do

•

Transfer assets to an FBS account.

•

Close all external covered accounts except for those that you have received written permission to maintain. Note that you must disclose all covered accounts which were still open as of your date of hire, even if those accounts are in process of being closed or transferred to an FBS account.

•

For permission to maintain an external covered account, submit a completed Exception Request Form (available at MyCompliance.fmr.com) to the Ethics Office. Follow the specific instructions for each type of account and provide a current statement for each account.

•

Comply with any Ethics Office request for duplicate reporting, such as account statements and transaction reports.

Automatic investment plan

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 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:

•

a Fidelity money market fund

•

a variable annuity or life insurance product whose underlying assets are held in Fidelity advised funds

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 applies:

•

the holdings are in a defined benefit or contribution plan, such as a 401(k), that is administered by a company at which a covered person is currently employed

•

the holdings are in a retirement plan and transferring them would result in a tax penalty

•

the holdings are in a discretionary managed account (see Key Concepts on page 13)

•

maintaining the holdings in the external account is required by a trust agreement

•

the holdings are associated with an estate of which you or any of your covered persons is the executor, but not a beneficiary, and involvement with the account is temporary

•

you can show that transferring the holdings would create a significant hardship

To Do

•

Transfer shares of Fidelity funds to a Fidelity account except for those that you have received written permission to maintain.

•

For permission to maintain shares of Fidelity funds in an account at another financial institution, submit a completed Exception Request Form (available at MyCompliance.fmr.com). Attach a current statement for each account you list on the form. Forward the form and statement(s) to the Ethics Office.

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 13), and the details of the account or plan have been provided to the Ethics Office.

To Do

•

For transactions in covered securities not made through a covered account, submit a completed Securities Transaction Report (available at MyCompliance.fmr.com) to the Ethics Office within 30 days following the end of the quarter in which the transaction was completed. When requested each quarter, promptly confirm or update your transaction history in covered securities on the Quarterly Trade Verification.

•

Provide the details of any automatic investment plan to the Ethics Office.

Disclosing gifts and transfers of ownership of covered securities

5 of 14

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

•

Complete a Securities Transaction Report (available at MyCompliance.fmr.com) within 30 days following the end of the quarter during which the gift or transfer was made.

•

When requested each quarter, promptly confirm or update your history of giving, donating, transferring, or receiving covered securities on the Quarterly Trade Verification.

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 investments in an LLC or partnership with non-immediate family members. 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

•

Before engaging in any private securities transaction, fill out a Private Transaction Request Form (available at MyCompliance.fmr.com).

•

Get the necessary approval from your manager, division head, or other authority, as described on the request form.

•

Submit the request to the Ethics Office and await approval.

•

Report the final transaction within 30 days following the end of the quarter in which it was completed using a Securities Transaction Report (available at MyCompliance.fmr.com).

•

When requested each quarter, promptly confirm or update your transaction history in private securities transactions on the Quarterly Trade Verification. For private securities transactions offered by a Fidelity company, the Ethics Office will typically pre-approve such investments for employees who are offered an opportunity to invest. In such cases, you will receive notification that the offering has been preapproved by the Ethics Office.

•

Confirm your holdings on your Annual Accounts and Holdings Report.

Getting prior approval to serve as a director

You need to get prior approval to serve as a director or trustee of any publicly traded company, or of a non-Fidelity privately held company that is likely to issue shares. Approval depends on a determination that the activity will not conflict with the best interests of the funds and their shareholders. Note that the Policy on Outside Activities (available at MyCompliance.fmr.com) requires prior written approval for other activities as well, including accepting additional employment outside Fidelity or participating in an activity that may create an actual or perceived conflict of interest with Fidelity.

To Do

•

Request approval from both your manager and the Ethics Office before participating in any activities outside Fidelity by submitting a New Outside Activity Request using the compliance Online Reporting system (available at MyCompliance.fmr.com).

Delegating pre-clearance responsibilities

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 or sell 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 )

•

are not using knowledge of actual or potential fund trades to benefit yourself or others

•

believe the trade is available to the general investor on the same terms

•

will provide any relevant information requested by the Ethics Office

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.

The rules of pre-clearance

6 of 14

You and your covered persons must obtain preclearance approval before placing any orders to buy or sell a covered security. It is important to understand the following rules before requesting pre-clearance for a trade:

•

You have to request - and receive – pre-clearance approval during the market session in which you want to trade and prior to placing the trade.

•

Pre-clearance approval is only good during the market session for which you receive it. If you do not trade during the market session for which you were granted approval, it expires.

•

Place day orders only (orders that automatically expire at the end of the trading session). Good-till-cancelled orders (such as orders that stay open indefinitely until a security reaches a specified market price) are not permitted.

•

Check the status of all orders at the end of the market session and cancel any orders that have not been executed. If any covered person leaves an order open and it is executed the next day (or later), it will generate a violation that will be assigned to you.

•

Trade only during the regular market hours, or the after-hours trading session, of the exchange(s) where the security in question is traded.

•

Place requests for pre-clearance after the market has been open for a while, as pre-clearance is not available right at market opening. To find out when pre-clearance for a given market typically becomes available, contact the Ethics Office.

•

Unless an exception listed below applies or the Ethics Office has instructed you otherwise, these pre-clearance rules apply to all your covered accounts — including Fidelity accounts and any outside covered accounts that belong to you or any of your covered persons.

Exceptions

You do not need to pre-clear trades or transactions in certain covered securities. These include:

•

shares of Fidelity funds

•

exchange-traded funds (ETFs)

•

options and futures that are based on an index (e.g., S&P 100, S&P 500) or that are based on one or more instruments that are not covered securities (e.g. commodities, currencies and U.S. Treasuries; see Key Concepts on page 7 for an expanded list of non-covered securities)

•

securities being transferred as a gift or a donation

•

automatic dividend reinvestments

•

subscription rights

•

currency warrants

•

the regular exercise of an employee stock option (note that any resulting sale of the underlying stock at current market prices must be pre-cleared)

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:

•

trades in a discretionary managed account

•

trades made through an automatic investment plan, the details of which have been disclosed to the Ethics Office in advance

•

when you can show that a repeated rejection of your pre-clearance request is causing a significant hardship

To Do

•

Before placing any trade in a covered security, pre-clear it using the Fidelity Global Pre-Clearance System, available at preclear.fmr.com (internal) and preclear.fi delity.com (external).

•

Immediately cancel any good-till-cancelled orders in your covered accounts.

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. and Pyramis 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.

7 of 14

5. Cancel any orders that have not been executed.

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 option transactions are treated under this rule, see the sidebar and the examples below.

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:

•

to transactions in shares of Fidelity funds

•

to transactions in options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225

•

to transactions in options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 13

•

for an expanded list of non-covered securities)

•

to transactions made in a discretionary managed account that has been approved by the Ethics Office

•

to transactions under an automatic investment plan, and the details of the plan have been provided to the Ethics Office

•

to tax-planning transactions, provided that there is a demonstration of how the proposed transaction relates to the covered person’s tax strategy; this exception is not automatic, is granted on a case-by- case basis, and requires advanced review and written approval of the Ethics Office

•

when the rule would impose a substantial unforeseen personal financial hardship on the employee; this exception is not automatic, is granted on a case-by-case basis, and requires advanced review and written approval of the Ethics Office (note that an employee seeking relief must establish a bona fide financial hardship, such as unforeseen medical expenses, and should be prepared to demonstrate, among other things, that he or she possesses no other assets to meet the financial need)

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

•

Before trading a covered security in a covered account that might trigger the 60-Day Rule, make sure you understand how much may have to be surrendered. The calculation may be complicated, especially if options or multiple prior purchases are involved. If you have any questions about this provision, call the Ethics Office at (001) 617-563-5566 or (001) 800-580-8780.

•

To request permission for a tax-planning or hardship exception, you must contact the Ethics Office before trading. Allow at least two business days for your request to be considered. Approvals will be based on fund trading and other pre-clearance tests. You are limited to a total of five exceptions per calendar year across all your covered accounts.

EXAMPLES 60 DAYS

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 × 100 shares).

8 of 14

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

•

Options and futures on, or ETFs that track, the 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.

•

Options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 13 for an expanded list of non-covered securities).

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.

Option transactions:

You are not permitted to use the same underlying shares of a security to cover two different option transactions. i.e. 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:

•

you or your covered persons have been offered shares because you already own equity in the company

•

you or your covered persons have been offered shares because you are a policyholder or depositor of a mutual company that is reorganizing into a stock company

•

you or your covered persons have been offered shares because of employment with the company

•

you or your covered persons want to participate in an IPO of a closed-end fund

To Do

•

For written approval to participate in an IPO that may qualify as an exception, submit to the Ethics Office a completed IPO Exception Approval Form (available at MyCompliance.fmr.com).

•

Do not participate in any IPO without prior written approval from the Ethics Office.

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

•

Investment products or vehicles issued or advised by Fidelity.

9 of 14

•

A hedge fund, alternative investment, or similar investment product or vehicle that you or your covered persons bought before joining Fidelity. You must show that you and your covered persons have no influence over the product’s or vehicle’s investment decisions and that the investment cannot be readily liquidated or that liquidation would cause a significant hardship. The prior written approval of the Ethics Office is required to qualify for this exception. Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product, and the investment must be liquidated at the earliest opportunity.

To Do

•

To request an exception to invest in an investment product or vehicle issued or advised by Fidelity, submit a completed Investment Fund Request Form (available at MyCompliance.fmr.com) to the Ethics Office.

•

To request an exception to maintain a preexisting investment, submit a completed Investment Fund Form (available at MyCompliance.fmr.com) to the Ethics Office. Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product or vehicle, and the investment must be liquidated at the earliest opportunity.

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

This rule does not apply to transactions in a discretionary managed account that has been approved by the Ethics Office.

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 FMR Co., Pyramis Global Advisors, or any other 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 FMR Co., Pyramis Global Advisors, or any other 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:

•

an informational memorandum

•

a written warning

•

a fine, a deduction from wages, disgorgement of profit, or other payment

•

a limitation or ban on personal trading

•

referral of the matter to Human Resources

10 of 14

•

dismissal from employment

•

referral of the matter to civil or criminal authorities

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 retain 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 principles 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 13) 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

•

Confirm whether a Fidelity research note has been published with the relevant information.

•

If not, publish a research note or provide the information to the relevant head of research.

•

If you are a trader, disclose the information to the analyst covering the issuer.

•

If you think you may have received inside information, follow the rules in the Policy on Inside Information .

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 in a covered account.

Exception

•

You or any of your covered persons may be permitted to trade the assigned security in a covered account without publishing a research note if you have obtained the prior approval of both the relevant head of research and the Ethics Office.

To Do

•

Publish a research note with the relevant information and indicate any ownership interest in the issuer that you or your covered persons may have before personally trading a security you are assigned to cover.

11 of 14

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.

•

To request an exception to this rule, first contact the relevant head of research and seek approval. Then contact the Ethics Office for approval. Do not personally trade the security until you have received full approval.

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 by any of the funds you manage.

Exceptions

•

When the rule would work to the disadvantage of a fund You must never let a personal trade prevent a fund you manage from subsequently trading a covered security of the same issuer, if not making the trade would disadvantage the fund. However, you need approval from the Ethics Office before making any trades under this exception. The Ethics Office will need to know, among other things, what new information arose since the date of the trade in your covered account.

•

When the conflicting fund trade results from standing orders A personal trade may precede a fund trade in a covered security of the same issuer when the fund’s trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the fund’s holdings in response to fund cash flows.

•

When the covered account is independently managed This exception applies only to discretionary managed accounts that have received Ethics Office approval.

•

When the conflicting personal trade or fund trade is in options or futures on, or ETFs that track, the 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.

•

When the conflicting personal trade or fund trade is in options, futures, or ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 13 for an expanded list of non-covered securities).

To Do

•

Before trading personally, consider whether there is any likelihood that you may be interested in trading a covered security of the same issuer in your assigned funds within seven calendar days following the day of the fund trade. If so, refrain from personally trading in a covered account.

•

If a fund you manage has recently traded a security, you must delay any covered account trades in any covered security of the same issuer for seven calendar days following the day of the most recent fund trade.

•

Contact the Ethics Office immediately to discuss any situation where these rules would work to the disadvantage of the funds.

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, FMR LLC subsidiaries that are the funds’ investment advisors or principal underwriters, Fidelity Management Trust Company, subsidiaries of Pyramis Global Advisors Holdings Corp., and any other entity designated by the Ethics Office. Fidelity is required to provide a copy of this Code of Ethics, and any amendments to it, to all employees covered under it.

12 of 14

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:

•

you

•

your spouse or domestic partner who shares your household

•

any other immediate family member who shares your household and:

•

is under 18, or

•

is supported financially by you or who financially supports you

•

anyone else the Ethics Office has designated as a covered person

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:

•

children, stepchildren, and grandchildren

•

parents, stepparents, and grandparents

•

siblings

•

parents-, children-, and siblings-in-law

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 account

The term “covered account” encompasses a fairly wide range of accounts. Important factors to consider are:

•

your actual or potential investment control over an account, including whether you have trading authority, power of attorney, or investment control over an account

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:

•

a covered person

•

any corporation or similar entity where a covered person is a controlling shareholder or participates in investment decisions by the entity

•

any trust of which you or any of your covered persons:

•

participates in making investment decisions for the trust

•

is a trustee of the trust

•

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:

•

a covered person has no trading discretion or influence over the account, such as a blind trust

•

it is the account of a non-profit organization and a covered person is a member of a board or committee responsible for the investments of the organization, provided that the covered person does not participate in investment decisions with respect to covered securities

•

it is an educational institution’s account that is used in connection with an investment course that is part of an MBA or other educational program and a covered person participates in investment decisions with respect to the account

Fidelity fund

The terms “fund” and “Fidelity fund” mean any investment company or pool of assets that is advised or subadvised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity.

Covered security

13 of 14

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:

•

shares of Fidelity mutual funds (except money market funds), including shares of Fidelity funds in a 529 Plan

•

shares of another company’s mutual fund if it is advised by Fidelity (check the prospectus to see if this is the case)

•

interests in a variable annuity or life insurance product in which any of the underlying assets are held in funds advised by Fidelity, such as Fidelity VIP Funds (check the prospectus to see if this is the case)

•

interests in Fidelity’s deferred compensation plan reflecting hypothetical investments in Fidelity funds

•

interests in Fidelity’s deferred bonus plan (ECI) reflecting hypothetical investments in Fidelity funds

•

shares of stock (of both public and private companies)

•

ownership units in a private company or partnership

•

corporate and municipal bonds

•

bonds convertible into stock

•

options on securities (including options on stocks and stock indexes)

•

security futures (futures on covered securities)

•

shares of exchange traded funds (ETFs)

•

shares of closed-end funds

Exceptions

The following are not considered covered securities (please note that accounts holding non covered securities still require disclosure):

•

shares of money market funds (including Fidelity money market funds)

•

shares of non-Fidelity open-end mutual funds (including shares of funds in non-Fidelity 529 plans)

•

shares, debentures, or other securities issued by FMR LLC to you as compensation or a benefit associated with your employment

•

U.S. Treasury securities

•

obligations of U.S. government agencies with remaining maturities of one year or less

•

money market instruments, such as certificates of deposit, banker’s acceptances, and commercial paper

•

currencies

•

commodities (such as agricultural products or metals), and options and futures on commodities that are traded on a commodities exchange

Issuer

An entity that offers securities or other financial instruments to investors. An issuer includes its subsidiary program issuers or foreign bank branches that may offer securities.

14 of 14

LOGO

CODE OF ETHICS

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

Contents


Background			3

Standards of Conduct			3

Policy			3

Procedure			4

Personal Securities Transactions			7

Background			7

Definitions			8

Policy			8

Procedures			10

Insider Trading			13

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

B ACKGROUND

Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”) requires investment advisers to establish, maintain, and enforce a written code of ethics that applies to all “supervised persons.” ¹ An adviser to registered investment companies is also required to adopt a Code of Ethics regarding personal investment activities under the Investment Company Act of 1940, Rule 17j-1. An investment adviser’s Code of Ethics represents an internal control and supervisory review to detect and prevent possible insider trading, conflicts of interests, and regulatory violations.

Each employee, temp-to-hire employee, or intern of River Road Asset Management, LLC (“River Road”) is considered a supervised person (“Employee”). Upon hire and on an annual basis thereafter, each Employee must certify in writing or through an online application that they have received and read, understand, and agree to comply with River Road’s Standards of Conduct, Personal Securities Transactions and Insider Trading Policies and Procedures (known in the aggregate as the “Code of Ethics”). Employees will receive and shall be required to make a similar certification following any amendment to the Code of Ethics.

S TANDARDS OF C ONDUCT

Policy

Employees must exercise good faith in their dealings with both River Road and its clients, consistent with the high degree of trust and confidence that is placed in each Employee by River Road.

The need for the stringent application of this principle is heightened by the necessity that River Road, in turn, exercises the highest degree of ethical conduct in its dealings with its clients. This can be accomplished only through each Employee’s individual commitment to River Road’s values: Loyalty, Integrity, Accountability, and Teamwork.

If an Employee discovers that he or she will derive personal gain or benefit from any transaction between River Road and any individual or firm, the Employee must immediately refer the matter and disclose all pertinent facts to River Road’s Chief Compliance Officer (“CCO”) or a manager/supervisor.

River Road’s standards of conduct are necessarily strict because they are intended for the benefit and protection of River Road and its Employees. No attempt to delineate guidelines for proper conduct can hope to cover every potential situation that may arise during an Employee’s service with River Road. Whenever there is any doubt about the propriety of any action, Employees must discuss the matter with River Road’s Chief Compliance Officer or a manager/supervisor. Violations of the Standards of Conduct Policy are grounds for disciplinary action, including dismissal. The standards of conduct set forth herein must be applied fully and fairly without reliance upon technical distinctions to justify questionable conduct.

Supervised Person is defined as 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.

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

Procedure

Conflicts of Interest: Employees may not engage in personal activities that conflict with the best interests of River Road. In addition, Employees may not engage in personal activities that are in conflict with the interests of River Road’s clients. Upon initial hire and annually thereafter, every Employee is required to complete a conflicts of interest questionnaire designed to identify any actual or potential conflicts of interests that the Employee may have. If there is any doubt on how to answer the questionnaire, the Employee shall discuss such matters with the CCO or their designee.

Disclosure or Use of Confidential Information: In the normal course of business, Employees may be given or may acquire information about the business of River Road, its clients, or its affiliates which is not available to the general public. This information is confidential and may include financial data, business plans and strategies, examiners’ ratings, and information concerning specific trading decisions. All Employees are responsible for respecting and maintaining the confidential nature of such information, including taking reasonable care in how and where they discuss, document, store, and dispose of confidential information. Confidential information may only be disclosed within River Road to those who need to know the information to perform their job functions.

Material, Non-public Information: Some confidential information is also material, non-public information and subject to the restrictions of federal and state banking and securities laws and regulations as to its communication and use. Material information should be treated as non-public until it is clear the information can be deemed public or ceases to be material, which should be determined in accordance with River Road’s Insider Trading Policies and Procedures.

Outside Activities : If you are a full-time employee, you may not accept outside employment or accept payment for services rendered to others without the prior consent of the CCO or their designee. If warranted, the CCO may defer to the CEO. This includes engagements for teaching, speaking, and the writing of books and articles. If there are any situations apart from your duties as an Employee of River Road where you may or will be required to provide investment advice, guidance or discretion, you must received pre-approval from the CCO or their designee (for example, acting as an executor or trustee for a family or non-family member or providing investment advice as a member of a non-profit organization’s finance committee).

You are allowed to participate in appropriate professional groups and responsible civic organizations if such participation does not interfere with your duties at River Road, and it is not prohibited or limited because of statutory or administrative requirements regarding conflicts of interest. If there is any possibility that participation in any such organizations would interfere with your duties, you must obtain pre-approval from the CCO or CEO.

Political Activity: In order to comply with the provisions of Rule 206(4)-5 of the Adviser Act, all Employees must comply with the following policies and procedures:

Prohibited Activity :

River Road Employees are prohibited from making political contributions (defined below) to an incumbent, candidate, or successful candidate for elective office (“Official”) of any state or local

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

governments, their agencies and instrumentalities, and all public pension plans and other collective government funds (“Government Entity”).

•

A contribution includes a gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election. It also includes transition or inaugural expenses incurred by a successful candidate for state or local office.

•

A contribution does not include a donation of time by an Employee, so long as River Road has not solicited the Employee’s efforts and River Road’s resources are not used, i.e. office space, telephones, etc. An Employee’s donation of his or her time generally would not be viewed as a contribution if such volunteering were to occur during non-work hours or vacation time.

•

A political contribution to a federal government official or candidate for federal office is not prohibited unless the federal candidate is a state or local government official at the time of running for federal office. However, River Road’s Executive Committee reserves the right to prohibit any federal contributions if the Executive Committee finds that it conflicts with the best interests of River Road.

Employees are also prohibited from hosting fundraising meetings for an Official of a Government Entity or allowing the use of Employee’s name on any fundraising literature, including being listed on an invitation or other marketing and collateral pieces.

Employees are prohibited from doing any of the above prohibited activity directly or indirectly. For example, an Employee cannot channel political contributions through family, friends, an attorney, or a political action committee.

Household Members :

Household members of an Employee are not prohibited from making political contributions, but the Employee must provide notice to the CCO or their designee in writing, including via email, before any such contributions are made by a household member.

Borrowing from Clients: You may not borrow money from a client of River Road unless such borrowing is from a bank or other financial institution made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with members of the general public.

Business Transactions for River Road: You may not represent or exercise authority on behalf of River Road in any transaction with any person, firm, company, or organization with which you have any material connection (including, but not limited to, a directorship, officership, family relationship or significant borrowing relationship) or in which you have a material financial interest. You must report any existing or proposed business relationships with any such person, firm, company, or organization to River Road’s CCO or their designee, who will determine with the appropriate levels of management whether such business relationship is “material” for purposes of this prohibition.

Business Transactions with River Road: If you are authorized by an outside organization to transact business with River Road on the outside organization’s behalf, you must report such authorization to River Road’s CCO or their designee.

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

Gifts and Entertainment: Employees cannot receive any gift that is more than $25 annually (calendar year basis) per giver (either person or entity) if:

•

the giver is paid with client commissions or soft dollars (“Client Assets”) or

•

the giver is a party dealing with one of River Road’s ERISA client plans in connection with a transaction involving that plan’s assets.

Where a gift is shared among a group, the estimated amount of the gift can be pro-rated among the recipients.

Additionally, no Employee shall, directly or indirectly, give (or permit anyone else to give) anything of service or value, including gratuities, in excess of $100 annually (calendar year basis) to:

•

any person who is licensed with FINRA, or

•

a plan fiduciary of one of River Road’s ERISA clients where the gift relates to the business of recipient’s employer.

An example of a gift includes but is not limited to the following: gift certificates, event tickets, gift baskets, golf shirts, sleeves of golf balls, etc. This policy is not meant to prohibit personal gifts.

If an Employee attends an event or dinner with any person or entity, this is not considered a gift but is considered entertainment. Employees are not allowed to be entertained by:

•

any person or entity that is paid with Client Assets, or

•

any person or entity that is a party dealing with one of River Road’s ERISA client plans in connection with a transaction involving the plan’s assets.

Employees can attend the event or dinner at River Road’s or the Employee’s expense. This provision does not apply if it is logistically unreasonable for the Employee or River Road to pay for the Employee at such event or dinner. For example, if an Employee attends a conference and is incidentally entertained in the normal course of the conference at the expense of a person or entity that is paid for with Client Assets, this provision does not apply.

Employees are also prohibited from receiving gifts and/or entertainment from companies that River Road invests in or may invest in on behalf of its clients (excluding de minimis gifts or entertainment, such as a reasonable onsite lunch or snack during an onsite visit).

Employees are required to report all gifts given or received covered by this policy so they can be tracked by the compliance department to ensure compliance with this policy. If there is any question about Gifts and Entertainment, the Employee shall discuss such matters with the CCO or their designee.

Improper Payments (Bribes or Kickbacks): Employees have an obligation not to take any action that might result in a violation by River Road of the laws of the United States, the Commonwealth of Kentucky, or any other jurisdiction in which River Road does business. The Foreign Corrupt Practices Act (FCPA) provides that in no event may payment of anything of value be offered, promised or made to any government, government entity, government official, candidate for political office, political party or official of a political party (including any possible intermediary for any of

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

the above), foreign or domestic, which is, or could be construed as being, for the purposes of receiving favorable treatment or influencing any act or decision by any such person, organization or government for the benefit of River Road or any other person.

Economic Sanctions: Under the International Emergency Economics Powers Act (IEEPA), the President of the United States may impose sanctions such as trade embargoes, freezing of assets and import surcharges. The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury promulgates regulations dealing with economic sanctions. Therefore, no Employee on behalf of River Road may intentionally transact business with those countries or specially designated nationals against which economic sanctions have been imposed unless the appropriate license has been obtained from the OFAC allowing such transaction.

Prohibition on the Use of Information from Your Previous Employer: Employees are prohibited from bringing any documents, software or other items to River Road that may contain the Employee’s previous employer’s confidential, trade secret, or proprietary information. This would include such things as computer files, client lists, financial reports, or other materials that belong to your previous employer. If an Employee has any such materials in his or her possession, they should be returned to the former employer immediately unless the Employee has received permission from the previous employer to use such materials, and the Employee has discussed the issue with River Road’s CCO.

Your Duty to Report Abuses of the Code of Ethics and Standards of Conduct Policy or Other Illegal or Unethical Conduct: Employees have a special obligation to advise the organization of any suspected abuses of River Road policy, suspected criminal or unethical conduct, or any violation of securities law, anti-trust, health and safety, environmental, government contract compliance, any other laws, or River Road policies. Employees are required to report any of the preceding promptly to the CCO or the Chief Executive Officer. If reported to the Chief Executive Officer, the CCO will also receive notice of such report. The Employee will not be subjected to any form of retaliation for reporting legitimate suspected abuses.

Investigations of Reported or Suspected Misconduct: As a financial organization, we have a special duty to safeguard River Road’s proprietary and confidential information of our clients and the organization. In the event of an investigation regarding possible wrongdoing, Employees must cooperate fully.

Information relating to any investigation, including information provided by the Employee or the fact of the Employee’s participation in any investigation, is considered confidential and will only be revealed to individuals not associated with the investigation on a need to know basis.

Any request for information or subpoenas involving River Road must be in writing and directed to the CCO who will coordinate with legal counsel.

Federal Securities Laws: Employees must comply with applicable Federal Securities Laws.

P ERSONAL S ECURITIES T RANSACTIONS

Background

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

Rule 204A-1 of the Advisers Act requires the reporting of personal securities transactions and holdings periodically as provided below and the maintenance of records of personal securities transactions for those supervised persons who are considered “access persons.”

Definitions

Access Persons: River Road considers the following persons to be Access Persons:

•

All officers and employees of River Road, and

•

All interns and temp-to-hire employees with access to non-public information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Affiliated Fund (defined below).

Covered Securities: Covered Securities includes everything not defined below , including all common stocks and corporate bonds.

Open Securities: The following are Open Securities:

direct obligations of the Government of the United States,

bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments , including repurchase agreements,

shares issued by money market funds,

shares issued by non-affiliated, open-end funds,

shares issued by unit investment trusts that are invested exclusively in one or more non-affiliated, open-end funds, and

municipal bonds

Preclearance Securities: Preclearance Securities are Affiliated Funds, exchange traded funds, and closed-end funds.

Affiliated Fund: An Affiliated Fund is any mutual fund for which River Road serves as an investment adviser or sub-adviser or any mutual fund whose investment adviser or principal underwriter controls River Road, is controlled by River Road, or is under common control with River Road.

Policy

River Road’s policy allows Access Persons to maintain personal securities accounts provided any personal investing by an Access Person in any accounts in which the Access Person has any direct or indirect beneficial ownership is consistent with River Road’s fiduciary duties to its clients and consistent with regulatory requirements. An Access Person is presumed to have a beneficial ownership in any personal securities accounts that are held by household members including, but not limited to, the Access Person’s spouse and/or children. However, the CCO has discretion to exempt an Employee from reporting certain household members’ accounts if such exemption is consistent with the Advisers Act.

Access Persons’ and their minor children’s (17 years old and under) personal securities transactions are subject to the following rules:

(1)

Covered Securities :

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

Access Persons may not purchase, short, or execute any derivative transactions on any Covered Securities.

Sell transactions (or its equivalent) are allowed on Covered Securities that were owned prior to employment with preclearance of such transactions from the CCO or their designee.

Sell transactions of fractional shares due to stock splits or similar corporate actions do not require preclearance.

Donation of Covered Securities by an Access Person is allowed with preclearance of such donation from the CCO or their designee.

(2)

Preclearance Securities :

Access Persons may purchase, sell, short, cover, or execute derivative transactions on Preclearance Securities with preclearance of such transactions from the CCO or their designee.

Access Persons that participate in defined contribution or automatic investment plans must obtain preclearance for their asset allocations in Preclearance Securities and also for any changes made thereafter from the CCO or their designee.

Donation of Preclearance Securities by an Access Person is allowed with preclearance of such donation from the CCO or their designee.

(3)

Open Securities : Access Persons may purchase, sell, short, cover, donate or execute derivative transactions on Open Securities without preclearance.

Access Persons may apply for an exception from a trading restriction from the CCO, which application may be granted or denied based on the surrounding facts and circumstances.

The Chief Compliance Officer must obtain preapproval from the Chief Risk Officer or their designee when effecting a transaction that requires preclearance.

Household members’ personal securities transactions are subject to the following rules:

(1)

Covered Securities :

Household members must receive preclearance for the right to transact in Covered Securities from the CCO or their designee.

After household members have been approved for the right to transact in Covered Securities, household members may purchase, sell, short, cover, or execute derivative transactions on Covered Securities with preclearance of such transactions from the CCO or their designee.

Donation of Covered Securities by a household member is allowed with preclearance of such donation from the CCO or their designee.

(2)

Preclearance Securities :

Household members may purchase, sell, short, cover, or perform derivative transactions on Preclearance Securities with preclearance of such transactions from the CCO or their designee.

Household members that participate in defined contribution or automatic investment plans that offer Preclearance Securities for investment must obtain preclearance of their asset allocations for Preclearance Securities and any changes made to the allocations thereafter from the CCO or their designee.

Donation of Preclearance Securities by a household member is allowed with preclearance of such donation from the CCO or their designee.

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

(3)

Open Securities : Household members may purchase, sell, short, cover, donate or perform derivative transactions on Open Securities without any preclearance.

Miscellaneous: If an Access Persons comes across a situation that is not specifically addressed by this policy, the Access Person must bring the situation to the CCO or their designee for review. The Executive Committee has the right to limit an Access Person’s personal trading if the Executive Committee deems it to be excessive in volume or complexity as to require a level of personal time and attention that interferes with the performance of employment duties. This will be determined by the Executive Committee based upon surrounding facts and circumstances.

Portfolio Managers Investment: Following a reasonable period of employment, all portfolio managers are required to have a minimum of 30% of their personal investable assets invested in Affiliated Funds or River Road strategies. A reasonable period of employment will be established by the CCO and, if necessary, the CEO. Any exceptions to the above must be approved by written consent of the CCO.

Procedures

River Road has adopted the following procedures to implement and monitor the firm’s policy:

Holdings Report

Requirements : In accordance with Rule 204A-1 under the Investment Advisers Act of 1940, Access Persons shall identify on a form provided by the CCO or their designee (which may be through an online application) all Covered Securities, Preclearance Securities, and municipal bonds in which the Access Person has any direct or indirect beneficial ownership, including any of the preceding held in certificate form (excludes securities held in accounts over which the Access Person has no direct or indirect influence or control). Each Holdings Report must contain the following information:

(1)

The title and type of security

(2)

The exchange ticker symbol or CUSIP number (as applicable)

(3)

The number of shares

(4)

The principal amount of each security

(5)

The name of any broker, dealer or bank with which the Access Person maintains an account in which securities are held

(6)

The date the Access Person submits the report

An Access Person can satisfy the initial or annual holdings report requirement by timely filing and dating a copy of each investment account statement that lists all of the Access Person’s Covered Securities, Preclearance Securities, and municipal bonds but only if the statement provides all information required in (1) through (6) above. If an Access Person has previously provided statements with all of the required information and the CCO or their designee has maintained a copy of the statements, the Access Person can satisfy the initial or annual holdings report requirement by timely confirming the accuracy of the statements (in writing or through an online application). If the statements do not contain all of the required information or if the securities are not held in an account, the Access Person must list out the required information for those securities on the Holdings Report.

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

Timing : Each Access Person must submit a Holdings Report to the CCO or their designee within 10 days of becoming an Access Person and annually thereafter. The CCO or their designee is responsible for contacting new Access Persons and sending out initial and annual Holdings Report forms to all Access Persons. The information on the Holdings Report or its equivalent must be current as of a date:

•

Not more than 45 days prior to the date the person became an Access Person, in the case of an initial Holdings Report, or

•

Not more than 45 days prior to the date the report was submitted, in the case of an annual Holdings Report.

Investment Account List

Requirements : Each Access Person shall identify on a form provided by the CCO or their designee (which may be through an online application) a list of all investment accounts over which the Access Person has direct or indirect beneficial ownership, except that the Access Person is not required to list any of the following:

•

Accounts where Covered Securities, Preclearance Securities, and municipal bonds are not available for purchase or sell.

•

Accounts where Access Person has no direct or indirect influence or control.

Timing : Each Access Person must submit an Account List to the CCO or their designee within 10 days of becoming an Access Person and annually thereafter. Additionally, after becoming an Access Person, each Access Person must disclose to the CCO or their designee any new investment accounts required to be reported pursuant to this Code of Ethics.

Brokerage: No Access Person shall open or maintain personal accounts with the institutional broker representatives through which River Road executes non-directed transactions on behalf of advisory clients.

Quarterly Investment Account Statements: It is the responsibility of the Access Person to direct their broker to send copies of their investment account statements and transaction confirmations directly to River Road or to where the Compliance Department designates. At the start of an Access Person’s employment, River Road will accept copies of account statements and confirms from the Access Person in order to give the Access Person time to set up delivery of account statements and confirms either to River Road or where the Compliance Department designates. Copies will also be accepted for any period of time where the broker failed to send or River Road did not receive a statement. For short-term interns or temporary employees that are Access Persons, copies will be acceptable during the internship or temporary employment. The Compliance Department maintains a standard instruction letter that the Access Person may provide to their broker.

The investment account statements and confirms shall contain all transactions of Access Person, including transactions in Covered Securities and Preclearance Securities. As necessary, investment account statements and confirms shall be received no later than 30 days after the end of the applicable calendar quarter. Confirms do not need to be received for transactions that are effected pursuant to an automatic investment plan.

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

Preclearance of Personal Securities Transactions

Requirements : All Access Persons must obtain approval for their transactions or for their household members’ transactions in a Preclearance or Covered Security from the CCO or their designee by filling out a preclearance transaction form (which may be through an online application).

Timing : Preclearance of a trade shall be valid and in effect only until the end of the next business day following the day preclearance is given. The trade must take place by the end of the day following the date of the preclearance, and if a trade is not made, then a new preclearance must be obtained. A preclearance also expires if and when the person becomes, or should have become, aware of facts or circumstances that would prevent a proposed trade from being precleared.

Transaction Reports

Requirements : Each person shall identify on a form provided by the CCO or their designee (which may be through an online application) a quarterly securities transaction report that lists all transactions in Covered Securities, Preclearance Securities, and municipal bonds. Each Transaction Report must contain the following information:

(1)

The date of the transaction

(2)

The title of the security

(3)

The exchange ticker symbol or CUSIP number (as applicable)

(4)

The interest rate and maturity date (as applicable)

(5)

The number of shares

(6)

The principal amount of each security involved

(7)

The nature of the transactions (i.e. purchase, sale or any other type of acquisition or disposition)

(8)

The price of the security at which the transaction was effected

(9)

The name of the broker, dealer or bank with or through which the transaction was effected

(10)

The date the Access Person submits the report

Timing : Each Access Person must submit the Transaction Report no later than 30 days after the end of each calendar quarter. The report must cover all transactions during the quarter.

Excluded from Preclearance Rules and Transaction Reports are the following:

•

Purchases or sales effected in any account over which the Access Person has no direct influence or control, including non-volitional investment programs or rights;

•

Purchases effected by reinvesting cash dividends pursuant to an automatic dividend reimbursement program (“DRIP”). This exemption does not apply, however, to optional cash purchase pursuant to a DRIP;

•

Purchases of rights issued by an issuer pro rata to all holders of a class of its securities ( if such rights were acquired from such issuer) and the exercise of such rights; and,

•

Transactions involving the exercise of employee stock options.

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

Minimum Holding Period For Affiliated Funds: Access Persons may not purchase and sell or sell and purchase the same Affiliated Fund within 30 calendar days.

Personal Investments: You must exercise sound judgment in making personal investments in order to avoid situations contrary to the best interests of River Road. You must also avoid imprudent and questionable activity.

Prohibited Dealings: Trading based upon or communicating “inside information” is prohibited under any and all circumstances. It is prohibited to use the facilities of River Road to secure new issues for any non-clients, directly or indirectly. Access Persons are not permitted to, directly or indirectly, purchase securities from or sell securities to client accounts.

Initial Public Offerings and Limited Offerings: Access Persons may not directly or indirectly acquire beneficial ownership in any security in an initial public offering. Access Persons may not directly or indirectly acquire an interest in a limited offering without approval from the CCO. The approval is based, in part, on whether the investment opportunity should be reserved for clients.

Initial public offering means an offering of securities registered under the Securities Act of 1933 (15 U.S.C. 77a), 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 (15 U.S.C. 78m or 78o(d)).

Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) (15 U.S.C. 77d(2) or 77d(6)) or pursuant to §§ 230.504, 230.505, or 230.506 of this chapter.

Investment Person Disclosure: Access Persons who have been authorized to acquire securities in a private placement or who have beneficial interests prior to employment with River Road are required to disclose the investment when they play a part in any subsequent consideration of client investments in the issuer. In such circumstances, River Road’s decision to purchase securities is subject to an independent review by investment personnel with no personal interest in the issuer. Investment Persons, when recommending any security, shall disclose any direct, indirect, or potential conflict of interest related to the issuer of the security being recommended.

Adviser Review: The Compliance Department will review all Access Persons’ transactions and reporting outlined in this document for compliance with the firm’s policies, including the Insider Trading Policy, regulatory requirements, and the firm’s fiduciary duties to its clients, among other things. The CCO tracks any apparent violations or requested exemptions and reports such activity to the Executive Committee at least quarterly. The Executive Committee will determine any corrective action and/or sanctions that should be imposed.

Records: The Company shall maintain records in accordance with the Books and Records Policies and Procedures found in River Road’s Policies and Procedures Manual.

I NSIDER T RADING

January 2014

River Road Asset Management, LLC (“River Road”)

Code of Ethics

The Employee certifies that he/she has read, and will abide by the Insider Trading Policies and Procedures found in River Road’s Policies and Procedures Manual.

January 2014

CODE OF ETHICS

FOR

SIT INVESTMENT ASSOCIATES, INC.,

SIT INVESTMENT FIXED INCOME ADVISORS, INC.

SIT FIXED INCOME ADVISORS II, LLC

SIT MUTUAL FUNDS

AND

SIA SECURITIES CORP.

I. PURPOSE AND CONSTRUCTION

This Code of Ethics (“Code”) is adopted by Sit Investment Associates, Inc. (“SIA”); Sit Investment Fixed Income Advisors, Inc. (“SIFI”); Sit Fixed Income Advisors II, LLC (“SFI”); the Sit Mutual Funds; and SIA Securities Corp. (“SSC”) (collectively the “Sit Entities”) in an effort to prevent violations of applicable federal and state securities laws, including Section 17 of the 1940 Act; Sections 10 and 15(f) of the 1934 Act; and Section 204A of the Advisers Act and the Rules and Regulations thereunder; and comply with the code of ethics requirements of Section 406 of the Sarbanes Act and the Rules and Regulations thereunder.

This Code is designed to prevent wrongdoing and promote, among other things, honest and ethical conduct, avoidance of conflicts of interest, misuse of material nonpublic information, and compliance with applicable laws. This Code establishes rules of conduct for all employees of the Sit Entities. The Code is based upon the principle that the Sit Entities and its employees owe a fiduciary duty to their clients and shareholders to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients and shareholders, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

The Code is designed to ensure that the high ethical standards long maintained by the Sit Entities continue to be applied. The excellent name and reputation of our firm continues to be a direct reflection of the conduct of each employee. The Sit Entities’ reputation for fair and honest dealing with their clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients.

Strict compliance with the provisions of the Code shall be considered a basic condition of employment with the Sit Entities. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment.

Employees are urged to seek the advice of Paul Rasmussen, the Chief Compliance Officer, or Kelly Boston for any questions about the Code or the application of the Code to their individual circumstances.

II. DEFINITIONS

A.	“ Access Person ” means any director, officer, general partner, or Advisory Person of any of the Sit Entities.

B.	“ Advisers Act ” means the Investment Advisers Act of 1940, 15 U.S.C. §30b-1 to §30b-21.

C.	“ Advisory Person ” means:

Any employee of any of the Sit Entities (or of any company in a control relationship to any of the Sit Entities); and

Any natural person in a control relationship to any of the Sit Entities who obtains information concerning recommendations made to a Sit Fund with regard to the purchase or sale of a security.

D.	“ Affiliated Person ” of another person means:

Any person directly or indirectly owning, controlling, or holding with power to vote, five percent (5%) or more of the outstanding voting securities of such other person;

Any person, five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person;

Any person directly or indirectly controlling, controlled by, or under common control with, such other person;

Any officer, director, partner, co-partner, or employee of such other person;

If such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and

If such other person is an unincorporated investment company not having a board of directors, the depositor thereof.

“ Associated Person ” means any partner, officer, director, or branch manager of SIA, SIFI, SFIor SSC (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with SIA, SIFI, or SFI, or any employee of SIA, SIFI, SFIor SSC.

F.	“ Control ” shall have the meaning as that set forth in section 2(a)(9) of the 1940 Act.

G.	“ Financial Officer ” means the Sit Funds’ principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

“ Insider ” means SIA or the Sit Funds, or an Access Person, or any Affiliated Person thereof, or any member of his or her immediate family. Additionally, a person is deemed an “Insider” if he enters into a special confidential relationship in the conduct of the affairs of SIA or the Sit Funds, or any Affiliated Person thereof, and as a result is given access to material, nonpublic information. Examples of such Insiders include accountants, consultants, advisers, attorneys, bank lending officers, and the employees of such organizations.

I.	“ Insider Trading ” means the use of material, nonpublic information to trade in a Security (whether or not one is an Insider) or the communication of material, nonpublic information to others. While the meaning of the term is not static, “Insider Trading” generally includes:

Trading in a Security by an Insider, while in possession of material, nonpublic information;

Trading in a Security by a person who is not an Insider, while in possession of material, nonpublic information, where the information either was disclosed to such person in violation of an Insider’s duty to keep it confidential or was misappropriated; and

Communicating material, nonpublic information to any person, who then trades in a Security while in possession of such information.

“ Material information ” means information for which there is a substantial likelihood that a reasonable investor would consider it important in making investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Examples of material information include information regarding dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments.

“ Member of immediate family ” of a person includes such person’s spouse; child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother/father/son/daughter/brother/sister-in-law (including adoptive relationships) sharing such person’s household; and any trust or estate in which such person or any other member of his or her immediate family has a substantial beneficial interest; unless neither such person nor any other member of his or her immediate family is able to control or participate in the investment decisions of such trust or estate.

L.	“ Nonpublic information ” means information that has not been effectively communicated to the market place.

M.	“ Purchase or sale of a Security ” includes, inter alia , the writing of an option to purchase or sell a Security.

N.	“ Restricted List ” means a list of Securities maintained by SIA in which proprietary and personal transactions are prohibited.

“ Security ” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies (commonly

referred to as mutual funds) provided however, “Security” includes exchange traded funds (“ETFs”); and further provided, that for purposes of the Insider Trading prohibition of Section III.A., “Security” shall include all securities set forth in Section 2(a)(36) of the 1940 Act.

P.	“ Sarbanes Act ” means the Sarbanes-Oxley Act of 2002.

Q.	“ Security held or to be acquired ” by a registered investment company means any Security which, within the most recent 15 days, (i) is or has been held by such company, or (ii) is being or has been considered by such company or its investment adviser for purchase by such company.

R.	“ Sit Fund ” (individually) or “Sit Funds” (collectively) means the listed investment companies and each series issued by such companies within the Sit Mutual Funds, a family of mutual funds registered under the 1940 Act for which SIA acts as the investment adviser and manager:

Sit Mid Cap Growth Fund, Inc.;

Sit Large Cap Growth Fund, Inc.;

Sit U.S. Government Securities Fund, Inc.;

Sit Mutual Funds, Inc.; and

Sit Mutual Funds II, Inc.

S.	“ 1934 Act ” means the Securities Exchange Act of 1934, 15 U.S.C. § 78a to 78kk.

T.	“ 1940 Act ” means the Investment Company Act of 1940, 15 U.S.C. § 80a-1 to § 80a-64.

III. RESTRICTIONS

A.	Nonpublic Information.

An Insider shall use due care to ensure that material, nonpublic information remains secure and shall not divulge to any person any material, nonpublic information, except in the performance of his or her duties. For example, files containing material, nonpublic information should be sealed, and access to computer files containing material, nonpublic information should be restricted.

No Insider shall engage in Insider Trading, on behalf of himself or others (including clients of SIA).

An Access Person shall not divulge to any person contemplated or completed securities transactions of a Sit Fund or client account, except in the performance of his or her duties, unless such information previously has become a matter of public knowledge.

Questions regarding whether the information is material and/or nonpublic may be directed to the Chairman of SIA, his designee or the Chief Compliance Officer.

Section 17(d) Limitations . No Affiliated Person of a Sit Fund, or any Affiliated Person of such person, acting as principal, shall effect any transaction in which a Sit Fund, or a company controlled by a Sit Fund, is a joint or a joint and several participant with such person or affiliated person, in contravention of such rules and regulations as the Securities and Exchange Commission may prescribe under Section 17(d) of the 1940 Act for the purpose of limiting or preventing participation by the Sit Funds or controlled companies on a basis different from or less advantageous than that of such other participant.

Prescribed Activities Under Rule 17j-l(a) . Rule 17j-l(a) under the 1940 Act provides: It shall be unlawful for any affiliated person of or principal underwriter for a registered investment company, or any Affiliated Person of an investment adviser of or principal underwriter for a registered investment company in connection with the purchase or sale, directly, or indirectly, by such a person of a security held or to be acquired, as defined in this section, by such registered investment company:

To employ any device, scheme or artifice to defraud such registered investment company;

To make to such registered investment company any untrue statement of a material fact or omit to state to such registered investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such registered investment company; or

To engage in any manipulative practice with respect to such registered investment company.

Any violation of Rule 17j-1(a) shall be deemed to be a violation of the Code.

D.	Limitations on Personal Security Transactions .

An Advisory Person, or any member of his or her immediate family, shall not purchase or sell any Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership if at the time of such purchase or sale such Security:

is included on the Restricted List maintained by SIA; or

is held or to be acquired by a Sit Fund or client account.

However, the purchase or sale of a Security more than ten (10) trading days prior to or ten (10) trading days after a purchase or sale of such Security by a Sit Fund or client account shall not be a violation of this Paragraph III.D.1.b. and provided that the ten day waiting period does not apply if the Sit Funds and client accounts have sold all their interests in that Security.

An Advisory Person, or any member of his or her immediate family shall not purchase securities offered in an initial public offering or a limited offering (for purposes of the Code, limited offering does not include private placements).

An Advisory Person, or any member of his or her immediate family, shall not purchase and sell the same (or equivalent) securities within 60 calendar days; and shall not sell and purchase the same (or equivalent) securities within 60 calendar days.

An Advisory Person, or any member of his or her immediate family, shall not effect more than the lesser of the following number of purchase and/or sale transactions a.) twenty (20) transactions within one calendar quarter or b.) fifty (50) transactions within one calendar year, without the advance written approval of the Chairman of the SIA or his designee. Multiple purchases or sales of the same security effected contemporaneously shall be considered a single transaction for purposes of this Paragraph III.D.4.

An Access Person, or any member of his or her immediate family, shall not purchase, sell or exchange shares of the Sit Funds for the purpose of arbitrage or market timing, or in a manner which is inconsistent with the requirements of the Sit Fund’s then current prospectus, and shall not engage in the frequent purchase and sale of shares of the Sit Funds.

E.	Prior Clearance of Personal Security Transaction . Prior to the sale or purchase of Securities, an Advisory Person, or any member of his or her immediate family, must obtain written clearance for the transaction from the Chairman of SIA or his designee.

IV. REPORTING REQUIREMENTS

A.	Personal Security Holdings

Initial Holdings Report . Not later than ten (10) days after becoming an Access Person, such person shall submit an initial holdings report listing the following information (such information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Security and Sit Fund shares in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

The date that the report is submitted by the Access Person.

Annual Holdings Report . On or before January 31 of each year, each Access Person shall submit an annual holdings report containing the following information current as of the preceding December 31:

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

The date that the report is submitted by the Access Person.

Quarterly Report. Not later than thirty (30) days after the end of each calendar quarter, each Access Person shall submit a report which shall specify the following information:

With respect to any transaction during the quarter in a Security or Sit Fund shares in which the Access Person had any direct or indirect beneficial ownership:

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security or Sit Fund shares 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 or Sit Fund shares at which the transaction was effected;

iv.

The name of the broker, dealer or bank with or through which the transaction was effected; and

The date that the report is submitted by the Access Person.

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;

ii.

The date the account was established; and

iii.

The date that the report is submitted by the Access Person.

If no transactions have occurred during the period, the report shall so indicate.

Broker Statements and Confirmations . Each Access Person shall insure that SIA receives duplicate copies of his or her, and any member of his or her immediate family’s, including for purposes of this section any relative living in the same household, confirmations and statements for all securities accounts directly from all brokerage firms; provided that this Section IV.A.4. shall not apply to a person who is an “Access Person” solely because such person is an officer of the Sit Funds.

Annual Certification . Each Access Person must certify annually 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 the requirements of the Code and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code.

Disclosure of Holdings . An Advisory Person shall immediately notify SIA of any Security held by him or her (including any member of his or her immediate family) that he or she knows or should know is included on the Restricted List maintained by SIA or which is being considered for purchase by a Sit Fund or client account. A Security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated and, with respect to the persons making the recommendation, when such person seriously considers making such a recommendation.

Limitation on Reporting Requirements . No Access Person shall be required to make a report under section IV. A herein:

With respect to transactions effected for, and Securities and Sit Fund shares held in, any account over which such person does not have any direct or indirect influence or control; or

If such a person is a director of a Sit Fund who is not an “interested person” of the Sit Fund within the meaning of section 2(a)(19) of the 1940 Act, and who would be required to make a report solely by reason of being a Sit Fund director; or if such a person is a director of SIA, SIFIA, or SFI, (individually an “Adviser”, jointly the “Advisers”) who would not be an “interested person” of the Sit Funds within the meaning of section 2(a)(19) of the 1940 Act, for any reason other than that he or she is a director of an Adviser and knowingly has a direct or indirect beneficial interest in securities issued by an Adviser, and has no involvement with the day-to-day operations of either the Advisers or the Sit Funds, and who would be required to make a report solely by reason of being an Adviser director; need not make:

An initial holdings report under paragraph (A)(1) of this section and an annual holdings report under paragraph (A)(2) of this section; and

ii.

A quarterly transaction report under paragraph (A)(3) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Sit Fund director, should have known that during the 15-day period immediately before or after the director’s transaction in a Security, the Sit Fund purchased or sold the Security, or the Sit Fund or an Adviser considered purchasing or selling the Security; or

Where a report made to SIA would duplicate information recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Advisers Act; or

An Access Person need not make a quarterly transaction report under paragraph (A)(3) of this section, if the report would duplicate information contained in broker trade confirmations or account statements received by SIA, with respect to the Access Person in the time period required by paragraph (A)(3), if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, or in the records of the Sit Funds or SIA; or

An Access Person need not instruct the Sit Funds to provide duplicate copies of statements and confirmations under paragraph (A)(4) of this section, if all of the information contained in the broker trade confirmations or account statements is contained in the records of the Sit Funds or SIA.

The limitations on reporting requirements set forth in section 7.b. herein do not apply to the requirement that an Access Person make reports regarding transactions and holdings of Sit Fund shares. A director of a Sit Fund or an Adviser must make a report of his or her holdings pursuant to the provision of Section IV.A.1., 2, and 3 with respect to holdings of Sit Fund shares.

Filing of Reports . All reports prepared pursuant to this Article IV.A. shall be filed with the Chief Compliance Officer of SIA or his designee.

Reports of Violations or the Appearance of a Violation . Access Persons shall promptly report any activity, transaction, or event which is, or might appear to be, in violation of this Code. Any report of a violation or the appearance of a violation shall be made to the Chief Compliance Officer of SIA, the reporting person’s immediate supervisor, other senior officer of SIA, or a member of the Board of Directors of SIA or the Sit Funds as appropriate, provided such person receiving the report should not be involved in the matter giving rise to the violation or potential violation. Any report may be made on a confidential or anonymous basis.

Reports to Sit Fund Audit Committees . Each Sit Fund has established an audit committee composed of directors who are not interested persons of the Sit Funds to oversee the Sit Funds’ accounting and financial reporting policies and practices, their internal controls, the internal controls of the Sit Funds’ accounting, transfer agency and custody service providers and to oversee the Sit Funds’ financial reporting and the independent audit of the Sit Funds’ financial statements. Access Persons shall promptly report to any member of the Sit Funds’ audit committees concerns regarding questionable accounting or auditing matters (including issues regarding the adequacy of accounting controls). Such reports may be made on a confidential or anonymous basis. A schedule of the Sit Funds’ audit committees members and their contact information is attached as an exhibit hereto.

Certification to General Counsel of Sit Funds . Prior to February 1 of each year, SIA shall prepare and deliver to the General Counsel of the Sit Funds a report which shall describe in detail violations of this Code for the prior calendar year, unless such violations have previously been reported to the General Counsel of the Sit Funds.

Dissemination of Reports . The General Counsel of the Sit Funds shall have the right at any time to receive copies of any reports submitted pursuant to this Article IV. Such General Counsel shall keep all reports confidential except as disclosure thereof to the Boards of Directors of the Sit Funds or of SIA or other appropriate persons may be reasonably necessary to accomplish the purposes of this Code.

V. SUPERVISORY PROCEDURES

The following supervisory procedures shall be implemented:

A.	Prevention of Insider Trading . To prevent Insider Trading, the Chairman of SIA or his designee shall:

Take appropriate measures to familiarize Associated Persons and Access Persons with the Code;

Answer questions regarding the Code;

Resolve issues of whether information received by an Insider is material and/or nonpublic; and

Review and update the Code as necessary.

B.	Detection of Insider Trading . To detect Insider Trading, the Chairman of SIA or his designee shall:

Review the trading activity and holdings reports filed by each Associated Person and Access Person; and

Review the trading activity of SIA and the Sit Funds.

C.	Administration of the Code . The Chief Compliance Officer of SIA or his designee shall, at least annually, provide the Board of Directors of SIA and the Sit Funds’ with a written report that:

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

Certifies that the Sit Entities, as applicable, have adopted procedures reasonably necessary to prevent Associated Persons and Access Persons from violating the Code.

VI. COVENANTS

Covenant to Exercise Best Judgment. An Associated Person shall act on his or her best judgment in effecting, or failing to effect, any Sit Fund and client account transaction and such Associated Person shall not take into consideration his or her personal financial situation in connection with decisions regarding Sit Fund and client account portfolio transactions.

Financial Officers Covenant . Financial Officers shall act in a manner consistent with the standards necessary to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents filed by the Sit Funds and in other public communications; and compliance with applicable governmental laws, rules and regulations.

VII. ENFORCEMENT AND SANCTIONS

General . Any Access Person of SIA who is found to have violated any provision of this Code may be permanently dismissed, reduced in salary or position, temporarily suspended from employment, or sanctioned in such other manner as may be determined by the Board of Directors of SIA in its discretion. If an alleged violator is not affiliated with SIA, the Board of Directors of the Sit Fund or Sit Funds involved shall have the responsibility for enforcing this Code and determining appropriate sanctions. In determining sanctions to be imposed for violations of this Code, the Board of Directors may consider any factors deemed relevant, including without limitation:

The degree of willfulness of the violation;

The severity of the violation;

The extent, if any, to which the violator profited or benefited from the violation.

The adverse effect, if any, of the violation on the Sit Fund or Sit Funds;

The market value and liquidity of the class of Securities involved in the violation;

The prior violations of the Code, if any, by the violator;

The circumstances of discovery of the violation; and

If the violation involved the purchase or sale of Securities in violation of this Code, (a) the price at which the Sit Fund purchase or sale was made and (b) the violator’s justification for making the purchase or sale, including the violator’s tax situation, the extent of the appreciation or depreciation of the Securities involved, and the period the Securities have been held.

B.	Violations of Section III.D.

At its election, a Sit Fund may choose to treat a transaction prohibited under Section III.D. of this Code as having been made for its account. Such an election may be made only by a majority vote of the directors of the Sit Fund who are not Affiliated Persons of SIA. Notice of an election under this Paragraph B.1 shall not be effective unless given to SIA within sixty (60) days after the Sit Fund is notified of such transaction. In the event of a violation involving more than one Sit Fund, recovery shall be allocated between the affected Sit Funds in proportion to the relative net asset values of the Sit Funds as of the date of the violation. A violator shall be obligated to pay the Sit Fund any sums due to said Sit Fund pursuant to paragraph B.2 below due to a violation by a member of the immediate family of such violator.

If Securities purchased in violation of Section III.D. of this Code have been sold by the violator in a bona fide sale, the Sit Fund shall be entitled to recover the profit made by the violator. If such Securities are still owned by the violator, or have been disposed of by such violator other than by a

bona fide sale at the time notice of election is given by the Sit Fund, the Sit Fund shall be entitled to recover the difference between the cost of such Securities to the violator and the fair market value of such Securities on the date the Sit Fund acquired such Securities. If the violation consists of a sale of Securities in violation of Section III.D. of this Code, the Sit Fund shall be entitled to recover the difference between the net sale price per share received by the violator and the net sale price per share received by the Sit Fund, multiplied by the number of shares sold by the violator. Each violation shall be treated individually and no offsetting or netting of violations shall be permitted.

Knowledge on the part of the General Counsel of a Sit Fund of a transaction in violation of Section III.D. of this Code shall be deemed to be notice to the Sit Fund under Paragraph VII.B.1. Knowledge on the part of a director or officer of a Sit Fund who is an Affiliated Person of SIA of a transaction in violation of this Code shall not be deemed to be notice under Paragraph VII.B.1.

If the Board of Directors of a Sit Fund determine that a violation of this Code has caused financial detriment to such Sit Fund, upon reasonable notice to SIA, SIA shall use its best efforts, including such legal action as may be required, to cause a person who has violated this Code to deliver to the Sit Fund such Securities, or to pay to the Sit Fund such sums, as the Sit Fund shall declare to be due under this Section VII.B., provided that:

SIA shall not be required to bring legal action if the amount recoverable reasonably would not be expected to exceed $2,500;

In lieu of bringing a legal action against the violator, SIA may elect to pay to the Sit Fund such sums as the Sit Fund shall declare to be due under this Section VII.B.; and

SIA shall have no obligation to bring any legal action if the violator was not an Affiliated Person of SIA.

Rights of Alleged Violator . A person charged with a violation of this Code shall have the opportunity to appear before the Board of Directors as may have authority to impose sanctions pursuant to this Code, at which time such person shall have the opportunity, orally or in writing, to deny any and all charges, set forth mitigating circumstances, and set forth reasons why the sanctions for any violations should not be severe.

D.	Notification to General Counsel of Sit Funds . The General Counsel of the Sit Fund involved shall be advised promptly of the initiation and outcome of any enforcement actions hereunder.

Delegation of Duties . The Board of Directors may delegate its enforcement duties under this Article VII to a special committee of the Board of Directors comprised of at least three persons; provided, however, that no director shall serve on such committee or participate in the deliberations of the Board of Directors hereunder who is charged with a violation of this Code.

Non-exclusivity of Sanctions . The imposition of sanctions hereunder by the Board of Directors of SIA shall not preclude the imposition of additional sanctions by the Board of Directors of the Sit Funds and shall not be deemed a waiver of any rights by the Sit Funds. In addition to sanctions which may be imposed by the Boards of Directors of SIA and the Sit Funds, persons who violate this Code may be subject to various penalties and sanctions including, for example, (i) injunctions; (ii) treble damages; (iii) disgorgement of profits; (iv) fines to the person who committed the violation of up to three times the profit gained or loss avoided, whether nor not the person actually benefited; and (v) jail sentences.

VIII. MISCELLANEOUS PROVISIONS

A.	Identification of Associated Persons and Access Persons . SIA shall, on behalf of the Sit Funds, identify all Associated Persons and Access Persons who are under a duty to make reports under Section IV.A. and shall inform such persons of such duty.

B.	Maintenance of Records . SIA shall, on behalf of the Sit Funds, maintain and make available records as required by Rule 17j-l(d).

Prior Clearance Procedure . Prior to effecting a transaction in a Security, an Insider (other than persons covered under Section III.E.) may notify SIA of the proposed transaction, and the name, title, and amount of the Security involved. SIA shall determine whether such proposed transaction would, may, or would not be consistent with this Code. Such conclusion shall be promptly communicated to the Insider making such request. Absent extraordinary circumstances, no Insider shall be deemed to have violated this Code for effecting a Securities transaction, if such Insider has been advised by SIA that the transaction would

be consistent with this Code. SIA shall make written records of actions under this Section VII.C., which records shall be maintained and made available in the manner required by Rule 17j-l(d).

D.	Effective Date . The effective date of this Code, as amended, shall be April 12, 2013.

E.	Disclosure of Code of Ethics . This Code is on public file with, and available from, the Securities and Exchange Commission (“SEC”), as an exhibit to the Sit Funds’ Registration Statement.

LOGO


Table of Contents			i

General Principles			1

Personal Investment Transactions			2

Overview			2
Personal Investment Restrictions			3
Who Must Comply: Access Person/Covered Person			3
Covered Transactions/Covered Accounts			3
Policy Governing Covered Transactions			4
Pre-clearance Process			5
Prohibited Transactions			6
Additional Restrictions for Certain Investment Professionals			7
Exceptions: Exempt Securities and Exempt Transactions			8
Exemptive Relief			15
Personal Investment Reporting			15
Reporting on Opening, Changing or Closing a Covered Account			16
Holdings Reports			17

Policy Statement on Insider Trading			18

TCW Policy on Insider Trading			18
Trading Prohibition			18
Communication Prohibition			20
What Is Material Information?			20
What Is Non-Public Information?			21
Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases?			21
Board of Directors’ Seats or Observation Rights			21
Deal-Specific Information			22
Creditors’ Committees			24
Information about TCW Products			24
Contacts with Public Companies			26
What Is The Effect Of Receiving Inside Information?			26
Does TCW Monitor Trading Activities?			26



		i


Penalties and Enforcement by SEC and Private Litigants			27
What You Should Do If You Have Questions About Inside Information?			29
Ethical Wall Procedures			30
Identification of the Walled-In Individual or Group			30
Isolation of Information			30
Restrictions on Communications			31
Restrictions on Access to Information			31
Trading Activities by Persons within the Wall			31
Termination of Ethical Wall Procedures			32

Certain Operational Procedures			33

Maintenance of Restricted List			33
Exemptions			34
Consent to Service on Board of Directors and Creditors’ Committees			34

Gifts, Entertainment, Payments & Preferential Treatment			35

Gifts And Entertainment Received By Employees			35
Gifts			35
Entertainment			35
Approvals			35
Gifts And Entertainment Given By Employees			36

Outside Activities			39

Outside Employment			39
Service as Director			39
Fiduciary Appointments			40
Compensation, Consulting Fees and Honorariums			40
Serving As Treasurer of Clubs, Houses of Worship, Lodges			40
Obtaining Approval			40

Political Activities & Contributions			41

Introduction			41



		ii


General Rules			42
Rules Governing Firm Contributions and Activities			42
Federal Elections			42
Contributions to State and Local Candidates and Committees			42
Political Activities on Firm Premises and Using Firm Resources			44
Federal, State, and Local Elections			44
Rules for Individuals			45
Responsibility for Personal Contribution Limits			45
Pre-Approval of all Political Contributions and Volunteer Activity			45
New Hires, Transfers and Promotions to Covered Associate Position			46
Confidentiality			47
Participation in Public Affairs			47
Fundraising and Soliciting Political Contributions			47
Special State Rules			47
Connecticut			47
New Jersey			48

Other Employee Conduct			49

Personal Loans			49
Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm			49
Disclosure of a Direct or Indirect Interest in a Transaction			50
Corporate Property or Services			50
Use of TCW Stationery			50
Giving Advice to Clients			50

Confidentiality			52

Sanctions			53

Reporting Illegal or Suspicious Activity - “Whistleblower Policy”			54

Policy			54



		iii


Procedure			54

Annual Compliance Certification			55

Glossary			56



		iv

General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code, the “Firm” refers to The TCW Group, Inc., TCW Advisors , and Trust Company of the West.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm ’s clients. In consideration of this you must:

•

place the interests of the Firm’s clients before your own.

•

avoid actual or apparent conflicts of interest in conducting your personal investing.

•

never take inappropriate advantage of your position for personal benefit.

•

keep the financial and other confidential information of clients confidential.

•

comply with applicable securities laws and Firm policies, including this Code.

•

communicate with clients or prospective clients candidly.

•

exercise independent judgment when making investment decisions.

•

treat all clients fairly.

The Firm ’s reputation is one of its most valuable assets. The actions of Access Persons should be consistent with maintaining that reputation.

If you are uncertain about whether a conflict exists between your interests and those of the Firm ’s clients, you should consult the General Counsel or Chief Compliance Officer .

Violations of this Code constitute grounds for disciplinary actions, including dismissal.



		1

Personal Investment Transactions

Overview

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm . The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.

Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com .



		2

Personal Investment Restrictions

Who Must Comply: Access Person/Covered Person

Generally, each employee, officer or management director of the Firm is an Access Person .

A consultant, temporary employee or other individual may be designated as an Access Person , depending on factors including that person’s duties and access to information.

For each Access Person , the members of their “ Immediate Family ” (including spouse, relative or significant other residing with the Access Person ) is a “ Covered Person .”

Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy or to have them attend a Code orientation.

Covered Transactions/Covered Accounts

This policy covers investment activities (“ Covered Transactions ”) (i) by any Access Person or Covered Person, and (ii) in any account in which any Access Person has a “ beneficial interest ”. Any account through which a Covered Transaction is made is a “ Covered Account .”

An Access Person has a “beneficial interest” in an account if that Access Person:

•

has benefits substantially equivalent to owning the Securities or the account,

•

can obtain ownership of the Securities in the account within 60 days, or

•

can vote or dispose of the Securities in the account.

Examples include a relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

Violations of this policy by your Immediate Family members or by any persons in an account in which you have a beneficial interest will be treated as violations by you.



		3

Policy Governing Covered Transactions

Generally, all trading by Covered Persons requires pre-clearance. Exempt transactions and exempt securities are listed below.



		4

Pre-clearance Process

Outside Fiduciary Accounts require special procedures. Contact the Administrator of the Code of Ethics.

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required form at http://tcw.starcompliance.com. The instructions for filing a PAT Form and Private Placement Form are available on myTCW.

Requests submitted before 12:00 noon Los Angeles time (3:00 pm New York Time) are usually processed same-day. Pre-clearance expires on 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after it is received. You must either obtain a new pre-clearance or cancel any unexecuted portion of the transaction that is not completed before your pre-clearance expires. Limit orders must be structured to comply with the pre-clearance time limits, or additional pre-clearance is required to complete any portion of a limit order transaction after the original pre-clearance expires.



		5

Prohibited Transactions

Pre-clearance is required for most investment activities, but the following activities are prohibited, and pre-clearance will generally not be available. Except as otherwise noted, these trading restrictions do not apply to Outside Fiduciary Accounts .


Prohibited Transaction	Exceptions/Limitations	Consequences/Comments
Transacting in a Security that the Firm is trading for its clients	Exception: Permitted once the Firm ’s trading is completed or cancelled	Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted.

Transacting in a security that the Access Person knows is under active consideration for trading by the Firm for its Clients

Uncovered short sale

Writing an uncovered option

Acquiring any Security in an IPO	Exception: Permitted if the Security is an Exempt Security . See chart below.

Acquiring an interest in a 3 ^rd party registered investment company advised or sub-		Comment: see Prohibited Third-Party Registered Investment Companies for a list.



		6


advised by the Firm

Additional Restrictions for Certain Investment Professionals

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.


Prohibited Transaction	Applies to	Consequences/Comments
Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days by any of the following Access Persons described under “Applies to” who provide services for registered investment companies	• Portfolio Managers • Securities Analysts • Securities Traders who provide information or advice to a portfolio manager • members of Investment Control	Transactions will be matched using a LIFO system. All profits of prohibited trades are subject to disgorgement Exceptions: • Exempt Securities • ETF ’s pre-approved through StarCompliance

Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client, in any • Covered Account, or • Outside Fiduciary Account	Prohibited only for portfolio managers for the client account in which the Security is transacted.	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.



		7


Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client, in any • Covered Account, or • Outside Fiduciary Account	Prohibited only for portfolio managers for the client account in which the security is transacted.	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.

Purchasing or selling any Security in the 5 business days AFTER a TCW-advised or sub-advised registered investment company buys or sells the Security , in any • Covered Account, or • Outside Fiduciary Account	Prohibited only for a portfolio manager managing funds for the registered investment company	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.

Exceptions: Exempt Securities and Exempt Transactions

Pre-clearance is generally not required for Exempt Transactions , or transactions in Exempt Securities . The following tables identify Exempt Securities and Exempt Transactions , and summarizes any pre-clearance and reporting requirements that do apply.


Types of Exempt Securities		Pre-clearance		Reporting Required?		Limitations/Comments



		8


	Required?

U.S. Government Securities (including agency obligations)	No	No

Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof	No	No

Bank certificates of deposit or time deposits	No	No

Bankers’ Acceptances.	No	No

Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes, repurchase agreements, and municipal bonds.	No	No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.	Ask the appropriate product attorney in the Legal Department for clarification if any questions.

Shares in money market mutual funds or a fund that appears on the exempt list.	No	No

Shares in open-end investment companies not advised or sub-advised by the Firm.	No	No	See Prohibited Third-Party Registered Investment Companies



		9


Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm.	No	No

Stock index futures, futures on U.S. Government Securities, Eurodollar futures contracts, and non-financial commodities	No	No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.

Municipal bonds traded in the market	No	No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.	No

Trades in Non-Discretionary Accounts which you, your spouse, your domestic partner, or your significant other established.	No	Opening of the account must be reported, with evidence that it is non-discretionary. No



		10


		reporting of trades required.

Securities purchased or sold through an Auto-Trade	No	No additional reporting if transacted through a linked account with a Linked Broker, or broker supplying copies of statements.

Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired.	No	No additional reporting if purchased through a Linked Account with a Linked Broker, or broker supplying copies of statements.

Interests in Firm -sponsored limited partnerships or other Firm -sponsored private placements .	No, unless a transfer.	Yes

Securities acquired in connection with the exercise of an option.	No, unless cash is received in connection with exercise of the option	Yes, securities received must be reported.

Stock options issued	No	No



		11


Exempt Transactions	Pre-clearance Required?	Reporting Required?	Limitations/Comments
De Minimus Transactions:	Yes	Yes	These exceptions do not apply to



		12


• equity market transactions, including ETFs, for up to 200 shares per trade. • bond market transactions of up to $25,000 market value per trade.			trades in: • IPOs, • Private Placements, • other Limited Offerings (other than those sponsored by the Firm ), • Securities otherwise subject to any trading restriction, either Firm-wide or applicable to the Access Person .

Transfers of interests in Firm - sponsored Private Placements that are • Estate planning transfers • Court-ordered transfers	No	No

Purchases or sales of a MetWest or TCW Fund in a Firm Account	No	No	Compliance with frequent trading rules required

Purchases or sales of a MetWest or TCW Fund in a non- Firm Account	No	No	Compliance with frequent trading rules required



		13

Transacting in Securities if the Firm acts as an adviser or distributor for the investment, offered in:

• A hedge fund;

• Private Placement; or

• Other Limited Offerings

Yes



		14

Exemptive Relief

To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics. The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers . The Approving Officers shall meet or otherwise exchange views (by email or otherwise) on an ad hoc basis upon written request by an Access Person that states the basis for any requested approval or exemption. The Approving Officers may, under appropriate circumstances, approve requests for an individual, a group or a class. The Approving Officers have no obligation to grant any requested approval or exemption.

The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.

Personal Investment Reporting

TCW receives automated feeds from many major brokers (“ Linked Brokers ”). If your broker is not a Linked Broker , you must ensure that TCW receives duplicate broker statements. In addition, Access Persons must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing Covered Accounts. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker .

All reports are filed online through the internet at http://tcw.starcompliance.com .

If you will not be able to access the Internet to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.



		15

Reporting on Opening, Changing or Closing a Covered Account

Brokerage Accounts . You must use the StarCompliance, http://tcw.starcompliance.com , system to enter information about each Covered Account:


Activity	Comments	Exceptions

• Upon becoming an Access Person • Upon opening a new Covered Account while you are an Access Person	The Administrator of the Code of Ethics can inform you if you broker is a Linked Broker , and set up your account for automated feed. If your broker is not a Linked Broker , the Administrator of the Code of Ethics can assist you with a release letter (“407 letter”) to allow TCW to receive duplicate statements.	You are not required to report or enter information for: • Outside Fiduciary Accounts • Accounts that hold only third party mutual funds

• Upon closing, or making any change to, a Covered Account while you are an Access Person	Update StarCompliance	N/A

•

Separate Accounts . You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm .



		16

Holdings Reports

These reports are available on http://tcw.starcompliance.com .


Report Name	When Due	Additional Requirements

Initial Holdings Report	Within 10 days after becoming an Access Person	Include all securities except Exempt Securities (see chart above) and securities in Non-Discretionary Accounts. Include all Covered Accounts . Holdings must be current no earlier than 45 days before you became an Access Person

Quarterly Reports	By each January 10, April 10, July 10 and October 10	Must be filed even if there were no transactions during the period.

Annual Holdings Report	By January 31 of each year	Same as Initial report, except that holdings must be current as of December 31 of the prior year.

Annual Compliance Certification	By January 31 of each year



		17

Policy Statement on Insider Trading

Members of the Firm occasionally come into possession of material, non-public information or “ inside information ”. Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information .

The SEC rules provide that any purchase or sale of a security while “having awareness” of inside information is illegal regardless of whether the information was a motivating factor in making a trade.

Courts may attribute one employee’s knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability.

The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term “Ethical Walls”).

See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.

TCW Policy on Insider Trading

Trading Prohibition

•

No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a company’s securities) while in possession of material, non-public information about the company (except in limited circumstances discussed below).

•

This applies in the case of both publicly traded and private companies.

•

This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.



		18

If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the product attorney in the Legal Department, the General Counsel, or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted.



		19

Communication Prohibition

No Access Person may communicate material, non-public information to others who have no official need to know. This is known as “tipping,” which also is a violation of the insider trading laws, even if you as the “tipper” did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm.

Remember that TCW Funds and TSI are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firm’s policies is illegal.

The prohibition on sharing material, non-public information extends to affiliates such as Buchanan Partners and Carlyle entities.

What Is Material Information?

Information (whether positive or negative) is material:

•

When a reasonable investor would consider it important in making an investment decision or

•

When it could reasonably be expected to have an effect on the price of a company’s securities.

Some examples of Material Information are:

•

Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes,

•

Projections, major capital investment plans

•

Significant merger, tender offers, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements,

•

New product releases or schedule changes,

•

Significant accounting changes, credit rating changes, write-offs or charges,

•

Major technological discoveries, breakthroughs or failures,

•

Major contract awards or cancellations,



		20

•

Governmental investigations, major litigation or disposition of litigation; or

•

Extraordinary management developments or changes.

Because no clear or “bright line” definition of what is material exists, assessments sometimes require a fact-specific inquiry. If you have questions about whether information is material, direct the questions to your product attorney, the General Counsel or the Chief Compliance Officer.

What Is Non-Public Information?

Non-public information is information that:

•

Has not been disseminated broadly to investors in the marketplace;

•

Has not become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones “tape,” a press release, Bloomberg, release by Standard & Poor’s or Reuters, or publication in the Wall Street Journal or other generally circulated publication.

Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases?

Examples of how a person could come into possession of inside information include:

Board of Directors’ Seats or Observation Rights

•

Most public companies have restrictions on trading by Board members except during trading window periods.

•

Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Report on Outside Directorships and Officerships that is posted on the myTCW intranet and submit it to the Administrator of the Code of Ethics who will coordinate the approval process.

•

If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made. See “Outside Activities Service as a Director”.

Portfolio Managers:



		21

•

Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or

•

Having an intent to control or work with others to attempt to influence or control a company

should be mindful of:

•

SEC filing obligations under Section 16 of the Exchange Act

•

“Short swing profits” restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period.

The product attorney should be consulted in these situations, and outside counsel should be involved as necessary.

Deal-Specific Information

Employees may receive inside information for legitimate purposes such as:

•

In the context of a direct investment, secondary transaction or participation in a transaction for a client account

•

In the context of forming a confidential relationship

•

Receiving “private” information through on-line services such as Intralinks.

This “deal-specific information” may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:

•

mezzanine financings,

•

loan participations, bank debt financings,

•

venture capital financing,

•

purchases of distressed securities,

•

oil and gas investments and

•

purchases of substantial blocks of stock from insiders.

It should be assumed that inside information is transmitted whenever:

•

A confidentiality agreement is entered into;



		22

•

An oral agreement is made or an expectation exists that you will maintain the information as confidential; or

•

There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship.

There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the Firm to trade in those securities.

If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the product attorney in the Legal Department for your area, who then will implement the appropriate Ethical Wall and trading procedures.



		23

Creditors’ Committees

Members of the Firm may be asked to participate on a Creditors’ Committee which is given access to inside information . Since this could affect the Firm’s ability to trade in securities in the company, before agreeing to sit on any official Creditors’ Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made.

If you sit on an informal Creditors’ Committee, consult with the product attorney to confirm whether the committee could receive material non-public information from an issuer that would impose restrictions or the need for an Ethical Wall .

Information about TCW Products

Persons involved with the management of the Firm’s limited partnerships, trusts, and mutual funds could come into possession of inside information about those funds that is not generally known to their investors or the public. The following could be considered inside information:

•

Plans with respect to dividends, closing down a fund or changes in portfolio management personnel

•

Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or

•

A large-scale buying or selling program or a sudden shift in allocation that was not generally known

Disclosing holdings of the TCW Funds or TSI on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Funds or TSI on a monthly basis beginning on the 15th calendar day following the end of that month (or, if not a business day, the next business day thereafter). Disclosure of these funds’ holdings at other times requires special confidentiality procedures and must be precleared with the product attorney See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure.

In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel . Department Heads for each product area, the head of mutual funds



		24

for the Firm , and the product attorney in the Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.



		25

Contacts with Public Companies

Contacts with public companies are an important part of the Firm’s research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.

If an issue arises in this area, a research analyst’s notes could become subject to scrutiny. Research analyst’s notes have become increasingly the target of plaintiffs’ attorneys in securities class actions.

The SEC has declared publicly that they will take strict action against what they see as “selective disclosures” by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.

If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insider’s fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with your product attorney in the Legal Department, the General Counsel or the Chief Compliance Officer.

What Is The Effect Of Receiving Inside Information?

Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:

•

Establish an Ethical Wall around the individual or a select group or department, and/or place a “firm wide restriction” on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm , whether for a client or personal account unless



		26

there is specific approval from the Compliance or Legal Departments.

In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall , the communication prohibition discussed above. The breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to “isolate” the inside information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.

In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance.

Does TCW Monitor Trading Activities?

Yes, the Compliance Department and Investment Control monitor through one or more of the following:

•

Conducts reviews of trading in public securities listed on the Restricted Securities List .

•

Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades

•

Conducts monitoring of the Ethical Walls .

•

Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firm’s policies.

Penalties and Enforcement by SEC and Private Litigants

Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm . Violations constitute grounds for disciplinary sanctions, including dismissal.

The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. These could include:

•

Paying three times the amount of all profits made (or losses avoided),

•

Fines of up to $1 million,

•

Jail up to 10 years, and



		27

•

Civil lawsuits by shareholders of the company in question.

The regulators, the market and the Firm view violations seriously.



		28

What You Should Do If You Have Questions About Inside Information?


Topic		You Should Contact:*
If you have a question about: • The Insider Trading Policy in general • Whether information is “material” or “non-public” • Whether you have received material non-public information about a public company • Obtaining deal-specific information (pre-clearance is required) • Sitting on a Creditors’ Committee (preapproval is required) • Need to have an Ethical Wall established • Terminating an Ethical Wall • Section 13/16 issues • Who is “within” or “outside” an Ethical Wall		The product attorney, General Counsel or Chief Compliance Officer.

If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)		Department Head for product area or for mutual funds or such group’s product attorney (who will coordinate as necessary with the Administrator of the Code of Ethics

If you: • Wish to take a Board of Directors seat, serve as an alternate on a Board or sit on a Creditors Committee ( Pre-approval is required ) • Have questions about the securities listed on the Restricted Securities List • Want permission to buy or sell a security listed on the Restricted Securities List		Administrator of the Code of Ethics



		29



In the event of inadvertent or non-intentional disclosure of mutual non-public information		Product attorney or General Counsel who will notify the Chief Compliance Officer because the Firm may be required to make prompt disclosure.

*	References in this Policy to the General Counsel and Chief Compliance Officer include persons who they have authorized in their respective departments to handle matters under this Policy.

Ethical Wall Procedures

The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to “quarantine” or “isolate” the individuals or select group of persons with the inside information within the Ethical Wall .

Identification of the Walled-In Individual or Group

The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors’ Committee, serving on a Board in a capacity related to the Firm’s investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the product attorney, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important.

Isolation of Information

Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are



		30

as follows: restrictions on communications and restrictions on access to information.

Restrictions on Communications

Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the product attorney in the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.

If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the product attorney, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as “inside the wall” and will be subject to all Ethical Wall restrictions in this policy.

Restrictions on Access to Information

The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.

Trading Activities by Persons within the Wall

Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions excep t:

•

Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given ( Note that if the transaction is a secondary trade (vs. a direct company issuance), the product attorney should be consulted to determine any disclosure obligations to the counterparty, and

•

In connection with a client directed liquidation of an account in full provided that no confidential



		31

information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client.

Termination of Ethical Wall Procedures

When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.

Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors’ Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain “window periods” when the company permits such “access” persons to trade.



		32

Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm .

Maintenance of Restricted List

The Restricted Securities List is updated as needed by theAdministrator of the Code of Ethics, who distributes it as necessary. In some cases, the list may note a partial restriction (e.g. restricted as to purchase, restricted as to sale, or restricted as to a particular group or person). The Administrator of the Code of Ethics updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.

The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List 2should not be considered the complete list – the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).

The Restricted Securities List includes securities for foreign and domestic public reporting companies where Firm personnel (i) serve as directors, board observers, officers, or members of official creditors’ committee (ii) have material, non-public information or



		33

(iii) have an agreement or arrangement to maintain information as confidential.

Exemptions

Once an issuer is placed on the Restricted Securities List , any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics (or another member of the Compliance Department who will consult with, as appropriate, an attorney in the Legal Department, General Counsel, or Chief Compliance Officer). In certain circumstances where a group continuously receives material non-public information as part of its strategy, a global Ethical Wall will be imposed on the department in lieu of placing all of the issuers for which it has information on the Restricted Securities List .

Consent to Service on Board of Directors and Creditors’ Committees

To monitor situations where inside information may become available by reason of a Board position, employees are required to obtain consent for accepting positions on non- Firm Boards of Directors whether as part of Firm duties or in a personal capacity. Similarly, consent is required for employees to sit on Creditors’ Committees, and employees should contact the Administrator of the Code of Ethics.



		34

Gifts, Entertainment, Payments & Preferential Treatment

Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) an employee’s independence of judgment for the Firm’s clients or the Firm . Therefore, the Firm’s policy limits Gifts and Entertainment . The Firm’s policy also requires certain pre-approvals and reporting.

Gifts And Entertainment Received By Employees

Gifts

You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances

Entertainment

If the host of an event is personally present at the event, the event will be considered Entertainment; otherwise, it would be considered a Gift . You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue. For specifics, see “Approvals” below.

Approvals

Below is a summary of instances where approval is and is not required. If in doubt whether to accept a Gift or Entertainment, contact the Administrator of the Code of Ethics . For approval, contact the Administrator of the Code of Ethics to coordinate the approval process.


Type of Gift/Entertainment Received		Approval Required?

Cash Gifts		Prohibited

Solicitation by employee of Gifts from clients, suppliers, brokers, business partners, or potential business partners		Prohibited

Appropriate Gifts with value of $100 or less		No Approval Required Approval Required



		35


Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances		Approval Required

Entertainment that may not be more usual or customary that seems appropriate under the circumstances		No Approval Required

Out-of-town accommodations for business conference paid by sponsor on same basis as other attendees

Other out-of-town travel expenses		Approval Required

Gifts given to a wide group of recipients (e.g. closing dinner Gifts , holiday Gifts )		No Approval Required

Gifts received from the same donor more than twice in a calendar year		Approval Required

Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year		Approval Required

If a Gift is over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift , (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could damage friendly relations between a third-party and the Firm , give it to the Administrator of the Code of Ethics who will donate it to charity.

Gifts And Entertainment Given By Employees

Any Gifts given by employees should be appropriate under the circumstances, meet the standards of ethical business conduct, not be excessive in value (generally, not more than $100) and involve no element of concealment.

Entertainment that is reasonable and appropriate for the circumstances is an accepted practice to the extent that there is a valid business purpose for the Entertainment .

Note that for public pension plans, and in some cases other clients, Entertainment or Gifts may have to be disclosed by the



		36

Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification. Therefore, discretion and restraint is advised. You must be prepared to report any such Gifts or Entertainment if the question arises.


Type of Gift / Entertainment To Be Given		Approval Required?

Cash Gifts		Prohibited

Appropriate Gifts under $100		No Approval Required

Entertainment that is appropriate and has a valid business purpose		No approval required subject to budget

Gifts in excess of $100 that seem appropriate under the circumstances		Approval Required

Entertainment that may not be usual or customary that seems appropriate under the circumstances		Approval Required

Charitable Gifts given on behalf of the Firm		Approval Required and an additional charitable request form must be completed.

Gifts by TFD Registered Persons aggregating less than $100 per year		No approval required, but must maintain log showing: • Name of recipient(s) • Dates of Gift(s) • Value of Gift(s)

Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipient’s employer		Approval required, and must maintain log showing: • Name of recipient(s) • Dates of Gift(s) • Value of Gift(s)

Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipient’s employer		Prohibited

Gifts to Unions or Union Officers		An LM Information Report is required to be completed, approved by an officer and submitted to the Firm’s Controller or the Controller’s designee for



		37


		each occurrence. The Controller or designee will provide a copy to the Administrator of the Code of Ethics.

Gifts to Foreign Officials		Approval Required See Portfolio Management Policy

Gifts to Foreign Officials intended to improperly influence the Foreign Official or induce the Foreign Official to obtain or retain business for the Firm		Prohibited See Portfolio Management Policy

Gifts to Political Officials or Candidates for Political Office		Approval Required See Political Activities & Contributions

Certain officers of the TCW Funds are subject to the Sarbanes-Oxley Act Code of Ethics as set forth in the Registered Investment Company Policies. For each such officer, to the extent any provisions of the Sarbanes-Oxley Act Code of Ethics and this Code of Ethics conflict, the provisions in the Sarbanes-Oxley Act Code of Ethics will control.

Additionally, if you are for any reason subject to a client’s code of ethics, abide by it. Examples include state and local governments and their pension plans.



		38

Outside Activities

Outside Employment

The Firm discourages employees from holding outside paid employment, including consulting. In addition, an employee may not engage in outside employment that:

•

interferes, competes, or conflicts with the interests of the Firm .

•

Employment in the securities brokerage industry is prohibited.

•

Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis.

•

encroaches on normal working time or otherwise impairs performance,

•

implies Firm sponsorship or support of an outside organization, or

•

adversely reflects directly or indirectly on the Firm .

For outside paid employment that is not prohibited, you must obtain the Firm’s prior approval as provided below. The decision will be sent to the Human Resources Department with a copy to the Administrator of the Code of Ethics. An approval may be withdrawn at any time for any reason.

Service as Director

Except as provided below, an officer, portfolio manager, investment analyst, or securities trader must obtain the prior approval as provided below to serve as a director or in a similar capacity of any non- Firm company or institution. An approval may be subject to procedures to safeguard against conflicts of interest.

You do not need approval to serve on the Board of a private family corporation for your family or any charitable, professional, civic, or nonprofit entities that is not a client of the Firm and that has no business relation with the Firm . You must, however, get approval later if the entity expects to engage in business with the Firm or to become a client.

All officers are required to complete the Report on Outside Directorships and Officerships annually.



		39

Fiduciary Appointments

Except as provided below, no Firm employee may accept appointment as:

•

executor, trustee, guardian, conservator, general partner, or other fiduciary, or

•

as a consultant in connection with fiduciary or active money management,

without prior approval as provided below. This policy does not apply to appointments involving personal estates or service on the Board of a charitable, civic, or nonprofit company if the employee does not act as an investment adviser for the entity’s assets.

If the Firm grants you approval, it may classify the appointment as an Outside Fiduciary Account . Securities traded by you as a fiduciary will be subject to the Personal Investment Transactions Policy.

Compensation, Consulting Fees and Honorariums

If you have received approval for outside employment, to serve as a director or to accept a fiduciary appointment, you may retain compensation for such service including honorariums for publications, public speaking appearances, instruction courses at educational institutions, and similar activities except:

•

compensation received for service as a director or officers of an entity as part of your employment activities with the Firm; or

•

as otherwise provided by the terms of the approval.

Report the amount of this compensation, in writing, to the Chief Administrative Officer who will provide a record of the compensation to the Human Resources Department . Direct any questions about compensation you may retain to the Chief Administrative Officer .

Serving As Treasurer of Clubs, Houses of Worship, Lodges

An employee may act as treasurer of clubs, houses of worship, lodges, or similar organizations. Funds belonging to such organizations must not be commingled with the Firm’s funds.

Obtaining Approval

Contact the Administrator of the Code of Ethics to seek any required approval of outside activities. The requirements for requests and the reviewing parties are described below:



		40


Activity	Approving Parties
Outside Employment	• Department Head (or supervisor if you are a Department Head); and • Chief Administrative Officer	Your request should include: • Name of the business; • Type of business; • Type of work to be performed; and • The days and hours of work

Service as Director	• Department Head (or supervisor if you are a Department Head); and • Approving Officers	To seek approval, complete the Report on Outside Directorships and Officerships

Fiduciary Appointments	• Approving Officers

Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm . Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.

These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual’s right to participate in the political process.



		41

•

See the Special State Rules Section below for additional limits for the States of Connecticut and New Jersey.

•

If you have any questions about political contributions or activities, contact the General Counsel .

General Rules

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual’s right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

•

All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.

Rules Governing Firm Contributions and Activities

Federal Elections

The Firm is prohibited from:

•

making or facilitating contributions to federal candidates from corporate treasury funds,

•

making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

•

using corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

•

making partisan communications to its “rank and file” employees or to the public at large.

Contributions to State and Local Candidates and Committees

The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:



		42

•

using the Firm’s funds for any political contributions to state or local candidates, or

•

making any political contribution in the Firm’s name.



		43

Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

•

causing TCW to incur expenses by using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm -provided refreshments at a political event. (some exceptions to this ban may apply; see On Premises Activities Relating to Federal Elections below), and

•

directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:

•

the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval.

•

the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

•

the activities do not prevent the individual from completing normal work or interfere with the Firm’s normal activity,

•

the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and

•

the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities.



		44

TCW follows the above policy for activities related to state and local elections.

Rules for Individuals

Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.

Pre-Approval of all Political Contributions and Volunteer Activity

Each TCW and Buchanan Street employee, and their spouse, domestic partner and relative or significant other sharing the same house, must obtain approval before :

•

making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office , or a campaign committee, political party committee, other political committee or organization (example: Republican or Democratic Governors Association) or inaugural committee. A Contribution includes anything of value for given to or paid:

•

influence any election for federal, state or local office;

•

pay any debt incurred in connection with such election; or

•

pay transition or inaugural expenses incurred by the successful candidate for state or local office.

•

volunteering their services to a political campaign, political party committee, political action committee ( “PAC ”) or political organization.

Contact the Administrator of the Code of Ethics to seek prior approval of any proposed Contribution or volunteer political activity.

Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.



		45

New Hires, Transfers and Promotions to Covered Associate Position

New hires, transfers and promotions to positions may not be made without the prior review of their political contributions and activities by Compliance . Human Resources will gather information on any new hire or on any employee being transferred or promoted. The information shall include information about the political contributions or activities of the new hire or employee’s spouses, domestic partners and relatives or significant others sharing the same house. Compliance can exempt individuals or categories of employees from this review.



		46

Confidentiality

REQUESTS FOR APPROVAL AND QUARTERLY REPORTS SHALL BE TREATED AS CONFIDENTIAL AND TO BE REVIEWED ONLY BY PERSONS WITH A “NEED TO KNOW”, REGULATORS AND AS OTHERWISE REQUIRED BY LAW.

Participation in Public Affairs

The Firm encourages its employees to support community activities and political processes. Normally, voluntary efforts take place outside of regular business hours. If voluntary efforts require corporate time, or you wish to accept an appointive office, or you run for elective office, contact the Administrator of the Code of Ethics who will coordinate review for approval by:

•

the head of your Department or your supervisor if you are head of your Department, and

•

the Chief Administrative Officer.

You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm . Employees participating in political activities do so as individuals and not as representatives of the Firm . You may not:

•

use either the Firm’s name or its address in material you mail or fundraising, and

•

identify the Firm in any advertisements or literature, except as necessary biographical information.

Fundraising and Soliciting Political Contributions

Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm , unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead is prohibited

Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:

•

originate from the individual’s home address,

•

make clear that the solicitation is not sponsored by the Firm , and

•

make clear that the contribution is voluntary on the part of the person being solicited.

SPECIAL STATE RULES

CONNECTICUT:



		47

Directors, officers, and managerial or discretionary employees of the Firm who have direct, extensive, and substantive responsibilities with respect to the negotiation of contracts with the State of Connecticut or any state agency may not make political contributions to or request contributions, participate in fundraising, serve as a chair of a committee, or serve on a fund raising committee for:

•

candidates or exploratory committees for the offices of Governor, Lieutenant Governor, Attorney General, State Controller, Secretary of State, State Treasurer, State Senator, State Representative, and

•

any state party or political committee.

•

These prohibitions do not apply to activities related to local offices or local subdivisions.

NEW JERSEY:

Officers of the Firm and third-party solicitors may not:

•

make political contributions to New Jersey state or local officials, employees, or candidates for office, or

•

engage in any payment to a political party in New Jersey.

The New Jersey restrictions apply to New Jersey state and local elections, New Jersey state and local incumbents and candidates, and political parties and committees of any kind and at any level in New Jersey. They do not apply with regard to candidates for federal office.

These rules prohibit:

•

making or soliciting money or “in-kind” contributions,

•

funding, coordinating or reimbursing a contribution by someone else,

•

participating in fundraising activity, and

•

engaging in any other activity that is designed indirectly, including through the employee’s spouse or other family members, to accomplish otherwise prohibited political activity. Officers may not instruct or influence other employees to participate in these activities on their behalf.

An officer may make contributions to:

•

Candidates and incumbents for state and local elective office for whom the officer eligible to vote of $250 or less per official or candidate per election, or



		48

•

New Jersey political parties of $250 or less per party per year.

•

Support of Candidates, Initiatives, and Special Purpose Organizations Hostile to Defined Benefit Plans

•

The Firm considers the support of candidates, initiatives, or special purpose political action organizations that threaten or otherwise jeopardize the future of employer-sponsored or union-sponsored defined benefit plans that are intended to provide security to their members often to be against the interest of our client base. As such,

•

the Firm will not sponsor or contribute to such candidates, initiatives or special purpose political action organizations, and

•

employees of the Firm are urged to not sponsor or contribute to such candidates, initiatives, or special purpose political action organizations.

Other Employee Conduct

Personal Loans

You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm . Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:



		49

•

selling information to which an employee has access because of his /her position,

•

acquiring any property interest or right when the Firm is known to be interested in the property in question,

•

receiving a commission or fee on a transaction that would otherwise accrue to the Firm , and

•

diverting business or personnel from the Firm .

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm ), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.

•

You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

•

Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.

Corporate Property or Services

You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firm’s expense.

Use of TCW Stationery

You may not use corporate stationery for personal correspondence or other non-job-related purposes.

Giving Advice to Clients

The Firm cannot practice law or provide legal advice.

•

Avoid statements that might be interpreted as legal advice; and

•

Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions,



		50

except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.



		51

Confidentiality

All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer .



		52

Sanctions

The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code , including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.



		53

Reporting Illegal or Suspicious Activity - “Whistleblower Policy”

Policy

The Firm is committed to compliance with the law and its policies in all of its operations. The Firm’s s employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firm’s policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The Firm’s practice is that all employees report activity that is illegal or does not comply with the Firm’s formal written policies and procedures (“ Compliance Issues ”), including this Code . Reports under this policy will not be anonymous, but will be held confidentially by the Firm except in limited circumstances.

The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, the normal first step should be to bring the issue to the attention of the party charged with the operation of the policy.

Procedure

In most cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report Compliance Issues .

An employee who has a good faith belief that a Compliance Issue may occur or is occurring has a right to come forward and report under this policy. “Good faith” means that the employee believes that they are fully disclosing information that is truthful, but it does require that a reported concern is correct.

The report should be made to the Chief Compliance Officer and may be made via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the Chief Compliance Officer . Reports may also be made directly to the Chief Compliance Officer or the General Counsel , by interview or in writing (including email). To make a report, identify yourself and explain the facts that have given rise to your concern.



		54

The Chief Compliance Officer and General Counsel will consult about the investigation as required. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the Chief Compliance Officer, the General Counsel or an external party.

The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained.

The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.

The Chief Compliance Officer or General Counsel will report to TCW’s Board of Directors the findings of any investigation they determine involved a significant Compliance Issue .

If an employee elects not to report suspected unlawful activity to the Firm , the employee may contact the California Office of the Attorney General’s whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation.

Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.

Annual Compliance Certification

The Firm will require all Access Persons and Firm directors to certify annually that

•

they have read and understand the terms of this Code

•

recognize the responsibilities and obligations incurred by their being subject to this Code , and

•

they are in compliance with the requirements of this Code including, but not limited to, the personal investment transactions policies contained in this Code .



		55

Glossary

Access Persons - Includes all of the Firm’s directors, officers, and employees, except directors who (i) do not devote substantially all working time to the activities of the Firm , and (ii) do not have access to information about the day-to-day investment activities of the Firm . A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.

Account - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT , and CBO / CDO / CLO ).

Administrator of the Code of Ethics – Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer.

Approving Officers - One of the Chief Administrative Officer or the Chief Risk Officer and one of the General Counsel or the Chief Compliance Officer.

Auto-Trades - Pre-instructed transactions that occur automatically following the instruction, such as dividend or distribution reinvestments, paycheck contributions, and periodic or automatic withdrawal programs.

Beneficial Interest – an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

BNY Mellon - The Bank of New York Mellon, the entity to which the Firm has outsourced client accounting and related operations for Accounts other than the Firm’s proprietary mutual funds and wrap accounts.

CBO - Collateralized bond obligation.

CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

Chief Compliance Officer - The Chief Compliance Officer of TCW . For purposes of this policy, the term Chief Compliance Officer shall



		56

include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.

CLO - Collateralized loan obligation.

Code of Ethics - This Code of Ethics.

Compliance Issue - activity that is illegal or does not comply with the Firm’s formal written policies and procedures

Contribution – includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.

Covered Account – Account of an Access Person or related Covered Person

Covered Person – Spouse, minor child, relative or significant other sharing a house with an Access Person , or any other person is the Access Person has a “ beneficial interest ” in the person’s accounts or securities.

Covered Transaction – a transaction in a Covered Account.

Entertainment - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.

ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

Ethical Walls or Informational Barriers - The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

Exchange Act - Securities Exchange Act of 1934, as amended.

Exempt Securities - Only the Securities (or Securities obtained in transactions) described in the subsection Securities or Transactions Exempt from Personal Investment Transactions Policy.

Firm or TCW - The TCW Group of companies.

Foreign Official - Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-



		57

owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official .

General Counsel - The General Counsel of TCW . For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.

Gift - Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment , it does not fall within the category of Gifts .

IPO - Initial public offering. An offering of securities registered under the Securities Act , the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act .

Inside information - Material, non-public information.

Investment Personnel - Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager’s decision, and (ii) a member of the Investment Control Department.

IRA - Individual Retirement Account.

Limited Offering - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .

Linked Broker – A broker that provides account information by automatic feed to StarCompliance.

LM Information Report - Report required for reporting gifts or entertainment to labor unions or union officials.



		58

Material Information - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities.

MetWest - Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

Non-Discretionary Accounts - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

Outside Fiduciary Accounts - Certain fiduciary accounts outside of the Firm for which an individual has received the Firm’s approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics .

PAT – Pre-Authorization to Trade that can be found at http://tcw.starcompliance.com.

Private Placements - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .

REIT - Real estate investment trust.

Registered Person - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD .

Restricted Securities List - A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.

SEC - Securities and Exchange Commission.

Securities - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs , shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative



		59

linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds.

Securities Act - Securities Act of 1933, as amended.

TAMCO - TCW Asset Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW or Firm - The TCW Group of companies.

TCW Advisor - Includes TAMCO , TIMCO , MetWest, WGA and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TFD - TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer.

TCW Funds - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO or the Metropolitan West Funds, each of its series, and any proprietary, registered, open-end investment companies (mutual funds) advised by Metropolitan West Asset Management, LLC.

TIMCO - TCW Investment Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TSI - TCW Strategic Income Fund, Inc., and any other proprietary, registered, closed-end investment companies advised by TIMCO .

WGA - Westgate Advisors, LLC, a U.S.-registered investment advisor controlled by The TCW Group, Inc.



		60

LOGO

Analysis & application toThreadneedle Investments

Personal Account Dealing (“The Code”)

General application


Front Office Compliance Version 1.18		November 2013

1

LOGO

CONTENTS



PERSONAL ACCOUNT DEALING – DO’S & DON’TS

1	INTRODUCTION			5

	1.1	Why the Code is necessary – the General Principles		5

		1.1.1	Fiduciary Duties and Conflicts of Interest	5

		1.1.2	Insider Dealing	5

		1.1.3	Services provided to Ameriprise	5

	1.2	General obligation to ensure high standards of personal conduct in dealings		5

		1.2.1	Obligation to adhere to the General Principles in the Code	5

		1.2.2	Responsible Trading	6

2	RULES & PROCEDURES			8

	2.1	Introduction		8

	2.2	Who the Code Applies To		8

		2.2.1	Employees, contractors & workers of Threadneedle Investments	8

		2.2.2	Sanctions	8

		2.2.3	Trusteeships, executorships etc	8

		2.2.4	Employees, contractors, workers and their associates	9

		2.2.5	Alternative arrangements for associates employed by regulated businesses	9

		2.2.6	Access Persons	9

	2.3	Permission to Deal – Scope		10

		2.3.1	Investments subject to pre-approval	10

		2.3.2	Investments not subject to pre-approval	10

		2.3.3	Dealing through UBS Wealth Management (UK) Limited (“UBS”) (“Optional”) & other service providers	11

	2.4	Guidance Notes		13

		2.4.1	Exercise of Rights Attaching to Investments	13

		2.4.2	Derivatives Dealing	13

		2.4.3	Dealing in Ameriprise and ZFSG shares/derivatives	13

		2.4.4	Frequent Buying and Selling	14

		2.4.5	Short Selling	14

		2.4.6	Front running	15

		2.4.7	Discretionary Managed Portfolios	15

		2.4.8	Investment Clubs	15

		2.4.9	Threadneedle Funds	16

		2.4.10	Approval of Threadneedle Fund Transactions	16

		2.4.11	IPO’s	17

		2.4.12	Gifts of Shares	17


Front Office Compliance Version 1.18		November 2013

2

LOGO



2.	RULES & PROCEDURES (Cont’d)

	2.5	Approval and Dealing Procedure		17

		2.5.1	Optional use of UBS Wealth Management (UK) Ltd – appointed broker	17

		2.5.2	Nomination and Registration of a Broker	18

		2.5.3	Using your own broker	18

		2.5.4	Broker letters of authority	19

		2.5.5	Deal Approval Procedure	19

		2.5.6	Placing the Deal	19

		2.5.7	Contract Notes	20

		2.5.8	Approval Procedure for Fund Pricing & Dealing Committee Members, SICAV Pricing Committee Members and Threadneedle Insiders in Threadneedle Products	20

	2.6	Compliance Checks and Monitoring		20

	2.7	Data Protection and Confidentiality – handling of employee related information		20

Appendices


Appendix 1	List of Named Approvers	22

Appendix 2	Broker Notification Letter - Own Broker	24

Appendix 3	Broker Notification Letter – Own Broker (German version)	25

Appendix 4	Access Persons – additional PA dealing Code	26

Appendix 5	Staff Personal Transaction Pre-clearance Form	31

Appendix 6	CWAM Personal Account dealing policy	34


Front Office Compliance Version 1.18		November 2013

3

LOGO


PERSONAL ACCOUNT DEALING	DO’S ( ü ) & DON’TS (x)
Buy/ sell	Trading Permitted	Written pre- clearance required	Disclosure to Front Office Compliance required
Shares in publicly quoted and private companies or interests in a partnership including venture capital vehicles	ü	ü	ü
Shares in investment trusts (including REITS) and Venture Capital Trusts (VCTs) and Enterprise Investment Trusts (EITs)	ü	ü	ü
Ameriprise shares/derivatives	ü	Threadneedle Executive Board & BMT members only	ü
Zurich Financial Services Group (“ZFSG”) shares/derivatives	ü	ü	ü
Debentures, bonds, loan stock, and other debt instruments of a corporate nature (corporate bonds) whether or not listed	ü	ü	ü
Shares & corporate bonds held within single company, self select equity and investment trust Individual Savings Accounts (ISAs), Personal Equity Plans (PEPs) & SIPPs	ü	ü	ü
ADRs, GDRs	ü	ü	ü
Warrants (exercise & sale)	ü	ü	ü
Non US Initial Public Offerings (“IPO’s”)	ü	ü	ü
Investment in US IPO’s	Not Permitted	Not Permitted	Not Permitted
All Derivative dealing including trading in non-indexed derivatives such as contracts in spread betting or narrow based indices (10 securities or less) that give exposure to specific investments or shares	ü	ü	ü
Broad based, liquid indexed, derivatives (such as futures on the FTSE or S&P) or Exchange Traded Funds	ü	ü	ü
Non-investment derivatives – sporting bets only	ü	x	x
Private placements or limited offering	ü	ü	ü
Insurance contracts (e.g. investment bonds) where there is exposure to specific investments, shares or narrow based indices	ü	ü	ü
Life policies (where there is no specific investment exposure)	ü	x	x
Exercise of rights attaching to investments/securities (voting rights, rights issue, payment of rights, acceptance offers, surrender of a bond that has reached maturity)	ü	x	ü
Threadneedle and Ameriprise products (including OEICs, UTs, SICAVs, Hedge funds, Stakeholder and Mutual Funds)	ü	FPDC/SPC members for OEICs/SICAVs dealing only	ü
Any non-Threadneedle, non US based unit trust, OEIC or other regulated, open ended collective investment scheme	ü	x	x
Any non-Ameriprise US mutual fund	ü	x	x
Debt securities issued by any government (sovereign), public authority, supranational or government agency (e.g. gilts)	ü	x	ü
Property *	ü	x	x
Foreign exchange transactions	ü	x	x
Windfall shares (as a result of demutualisation or SAYE) though subsequent disposal of such shares requires pre-clearance	ü	x	ü
Dividend Reinvestment Plans (DRIPs)	ü	x	ü

*	Employees based in the Property Department are subject to a separate Code relating to property

Please remember that short selling is prohibited


Front Office Compliance Version 1.18		November 2013

4

LOGO

1	INTRODUCTION

1.1

Why the Code is necessary – the General Principles of the Code (including additional Access Persons requirements)

The conduct of personal dealings in investments by employees of Threadneedle Investments is a matter of the utmost importance to the firm, its clients, our regulators and to employees themselves. It is essential that we manage access to privileged information concerning clients’ portfolios, the firm’s trading intentions and trading activities (including disposition of corporate actions) appropriately and that we discharge our duties in a way that does not harm the interests of our clients, the firm or breach any legal or regulatory requirements. This also includes an obligation to meet our duties to other participants in the capital markets. It is important that we are not seen to act on privileged information for personal gain. Non compliance with this Code is a disciplinary offence which may lead to your dismissal.

1.1.1

Our Fiduciary duty to clients

The firm and its employees respectively have a fiduciary duty to our clients in respect of the professional activities that we conduct in connection with the management of their assets. That duty requires that we act in accordance with clients’ interests and that we protect those interests in the course of our work. This general obligation requires us to take action in respect of actual or potential conflicts of interest between the firm and its employees on the one hand and our clients on the other. This is emphasised by the Financial Conduct Authority (FCA) and the Securities Exchange Commission (SEC), whose rules require that each member firm puts in place compliance arrangements for personal dealing which assist to ensure compliance with applicable laws, FCA and SEC Rules and Principles, and to protect the interests of the clients of the firm.

1.1.2

Insider Dealing restrictions

The criminal law and the regulatory regimes (FCA & SEC) provide rigorous sanctions in respect of any person who commits insider dealing - whether in a personal or a professional capacity. A summary of these restrictions is found in the Insider Dealing chapter of the Compliance Manual.

The Code, when taken in conjunction with the Insider Dealing chapter, endeavours to restrict personal trading by employees and to subject that trading to carefully documented procedures which should ensure that employees can meet their personal obligations with respect to avoiding insider dealing or the appearance of insider dealing. Failure to adhere fully to these procedures may increase the risk of regulatory scrutiny and action both for employees and the firm. Any violation of the Code will lead to sanctions being imposed, either through internal procedures, by the FCA or SEC or potential criminal prosecution.

1.1.3

Services provided to Ameriprise

Threadneedle provides large deal monitoring and reporting services to the group. This involves aggregating securities positions from the various companies within the Ameriprise group. One consequence of this arrangement is that the staff who have access to the deal information of our associate are also subject to elements of our US associate’s Code of Ethics in relation to Personal Account dealing (“the Personal Account Dealing Code”), as set out in Appendix 6. The individuals subject to this additional requirement will be notified separately.

1.2

General obligation to follow high standards of personal conduct in dealings

1.2.1

Obligation to adhere to general principles in the Code

The Code sets policies and procedures that are designed to ensure, as far as practicable, that Threadneedle Investments as a firm upholds appropriately high standards with respect to


Front Office Compliance Version 1.18		November 2013

5

LOGO

employees’ personal trading in investments. However, there may be circumstances that are not covered by the precise terms of the Code and therefore the onus is on all employees to consider the possible impact of any personal dealing in investments and whether their conduct might breach the duties which either the employee or the firm may have to its clients and the capital markets. This overriding principle is just as important in assessing your own actions as are the detailed procedures and restrictions which are detailed below.

1.2.2

Responsible trading

Threadneedle Investments offers professional investment management to institutions and through its funds to retail investors. Integral to this business is maintaining a reputation for exercising responsible investment focussed on medium to long-term investment horizons. Whilst it is acknowledged that employees may from time to time wish to take advantage of shorter term opportunities in the markets, Threadneedle Investments nevertheless expects employees to adopt responsible investment strategies with appropriate risk.

Consequently Threadneedle Investments expects employees to avoid the following types of investment:-

•

Uncovered derivatives or currency derivatives or positions

•

Leveraged investment in equity securities, including warrants, margin trading etc.

•

Short selling (which is prohibited for all employees)

Buying and selling units or shares in Threadneedle funds (e.g. Navigator, TSIF and TIF) are subject to similar obligations as trading securities. In particular, Threadneedle prohibits staff from intentional short term or active trading in Threadneedle funds, including attempting to profit from fund price arbitrage strategies.

Threadneedle staff must ensure that they do not buy and sell units or shares in Threadneedle funds based upon information that is not otherwise published to other investors and which is or could be material to the future pricing of the relevant fund or otherwise in a manner that is likely to disadvantage other investors in the fund (e.g. knowledge of current fund trading strategies, fair value pricing triggers etc).

If an employee is in any doubt as to the propriety of their intended trading then they should consult with their Compliance contact.

Whilst there is currently no formal holding period for securities (except for employees deemed Access Persons under SEC regulations who are based on the Investment Floor (please see Appendix 4)), Threadneedle Investments considers that holding investments in Threadneedle funds and/or securities for a short period may indicate speculative trading activity that is inconsistent with the firms view as to appropriate trading conduct by employees.

Please note that the firm provides discounts on Threadneedle funds to employees and family in its products but operates a holding period of a minimum of 60 working days in order to qualify for those discounts. Please refer to the Compensation & Benefits intranet site for application forms.

Compliance staff, Client Services and investment staff at Threadneedle Investments cannot offer investment advice to individual employees. If you need assistance in planning your investments then we strongly recommend that you seek advice from an appropriately regulated private client financial adviser, bank or brokerage firm.

We realise that upholding the high standards set out in the Code will place some restrictions on your freedom to conduct investment transactions. The management team at Threadneedle Investments has determined that this is a cost that must be incurred to preserve the reputation of Threadneedle Investments and to protect employees from inadvertent conflicts with the interests of clients or the operation of law or regulations.


Front Office Compliance Version 1.18		November 2013

6

LOGO

Accordingly, the Code forms a part of the Compliance Manual, compliance with which is formally incorporated by reference into the terms of staff employment contracts or terms of engagement.

The Compliance Team can assist if you are at any time in any doubt as to your obligations with respect to personal account dealing. Please contact Front Office Compliance or your compliance contact.


Front Office Compliance Version 1.18		November 2013

7

LOGO

2	RULES & PROCEDURES

2.1

INTRODUCTION

This Chapter outlines the substantive rules and procedures for employees, contractors and temporary workers who wish to buy or sell investments in their personal capacity, for themselves or for others.

In essence, the Code, in addition to introducing general principles of personal conduct in personal account trading for individuals, also introduces certain restrictions on the types of trading that employees, contractors, temporary workers and their associates may undertake and subjects personal account trading to key procedural requirements. These procedural requirements form an essential part of the overall fabric of the Code and the protection for both employees and the firm which it provides.

The key requirements of the Code, which are described in full below, can be grouped as follows:-

•

All personal account securities trading must be approved in writing prior to execution by or on behalf of the employee. The Code describes the applicable procedures and any exceptions to them.

•

The Code describes types of trades that will not be permitted such as trading whilst a client order is outstanding or front-running a client trade.

2.2

WHO THE CODE APPLIES TO

2.2.1

Employees, contractors and workers of Threadneedle Investments

The Code applies to ALL directors and employees, including temporary employees, contractors and their associates (e.g. spouse, partner, children) engaged in the activities of Threadneedle Investments.

Compliance with the Code (including with requirements as to the timeliness of reporting) is incorporated into employees’ contracts of employment or terms of engagement. Any breach of the Code may lead to sanctions being imposed as detailed below. This may include disciplinary action, including dismissal, in accordance with the disciplinary process as detailed in the Staff Handbook. Employees are advised to consult the Compliance Team or the Central Dealing Desk if unsure about any aspect of the procedures.

2.2.2

Sanctions

Breaches of the Code are not necessarily breaches of FCA or SEC regulations or of any legal requirements so the sanctions imposed will vary according to the severity of the breach. Sanctions against any employee will include, but are not limited to any of the following listed below. One or more of the following sanctions may be used for a breach of the Code.



Memo		This may be issued by the Compliance Department to the employee concerned or their manager reminding them of their personal obligations to follow the Code

Risk Event Report (REV)		All breaches will be logged on the firm’s breaches register and a REV will be issued to the employee concerned

Formal Disciplinary Procedure which could lead to dismissal		As detailed in the Staff Handbook

2.2.3

Trusteeships, executorships etc

Where an employee acts as a trustee, executor or similar (including any other fiduciary or similar capacity where the employee can make or influence investment decisions), any transactions effected or advised on by the employee must be pre-approved in accordance with


Front Office Compliance Version 1.18		November 2013

8

LOGO

the policies and procedures as set out in this Chapter, as if the deals concerned were the employee’s own personal account deals.

2.2.4

Employees, contractors and workers and their “associates”

Threadneedle’s PA Dealing Code applies to all staff and their “associates”. The primary requirement of the Code, contained in employees’ employment contracts, is that employees should not communicate to any other person, including any associates, information of a confidential nature that they obtain during the course of their work. This restriction includes information as to clients’ portfolios, the firm’s trading intentions (including disposition of corporate actions) and trading activities, and privileged information concerning underlying companies or issuers whose securities we invest in for clients. Discussing trading information (actual or potential) outside of Threadneedle, including with associates, is not permitted and is a disciplinary offence which may lead to dismissal.

The Code provides for the monitoring and enforcing of this obligation by requiring employees to ensure that they and their associates seek - through the employee, contractor or worker- prior approval of personal account securities transactions.

Associates are defined as “those persons whose business or domestic relationship with the employee might reasonably be expected to give rise to a community of interest”. An associate means any person whose investment decisions the employee, contractor or worker may influence. An associate may therefore include spouses, partners, cohabitants, children, trustees and any other businesses or persons whose investments the employee may influence. Where an employee believes that a family member or other business or person is not an associate, as defined above, then it is not necessary to seek pre-clearance for that individual’s deals; for example, when the family member does not consult with the employee regarding their P.A. trading. In these instances, Threadneedle will not seek to verify this with the family member, however any evidence that this exception is being used to circumvent the Code will result in formal disciplinary proceedings.

Employees are urged to obtain the co-operation of associates in complying with the Code to ensure the best protection for the firm and its employees.

2.2.5

Alternative Arrangements for associates working for an FCA Regulated Business

The Code offers an alternative procedure to pre-clearance for those associates who are employed by an FCA regulated business, and where they are also subject to pre-clearance requirements comparable to those at Threadneedle Investments.

In such a case the Code procedural requirements are met if: -

•

The associate is employed by another FCA regulated business,

•

The associate is subject to pre-clearance requirements with their employer,

•

The associate requests the compliance department at their firm to exchange information on personal account trading with Threadneedle Front Office Compliance, should they be requested to do so,

•

The associate makes a quarterly return to Threadneedle Front Office Compliance.

Likewise, if a staff member’s associate works for another FCA regulated company we may work in conjunction with their firm’s Compliance Department should they require information about a Threadneedle employee’s personal account dealing (the staff member concerned will be notified first).

2.2.6

Access Persons

Threadneedle manages a number of US accounts on behalf of Columbia Investments (e.g. Mutual Funds, segregated client accounts). Furthermore, Threadneedle International is registered with the US regulator (SEC) as an Investment Adviser. As a result certain Threadneedle staff must comply with US regulations. These staff (primarily those with access to pre- and post-trade data/recommendations) such as the Investment Floor, Investment Operations, Risk, Investment Communications, some Distribution, IT and Controls Group are deemed to be Access Persons and therefore must follow additional reporting requirements. Front Office Compliance will personally notify individual staff deemed to be Access Persons.


Front Office Compliance Version 1.18		November 2013

9

LOGO

Please note that all Investment Floor staff must comply with additional holding and blackout restrictions (see Appendix 4). Appendix 4 outlines the additional Personal Account Dealing requirements for Access Persons.

2.3

Permission to deal - Scope

As a general principle, all staff should obtain prior approval for a personal account securities trade (for their own account or for that of an associate). The requirement to obtain prior approval applies to all of the securities and transactions listed below in 2.3.1 .

2.3.1

The following investments ARE subject to prior approval under the code:

•

Shares in publicly quoted and private companies*

•

Shares in investment trusts *

•

Initial Public Offerings (“IPO’s”) * ^

•

Debentures, bonds, loan stock, and other debt instruments of a corporate nature (corporate bonds) whether or not listed*

•

Shares and corporate bonds held within single company, self select equity and investment trust Individual Savings Accounts (ISAs), Personal Equity Plans (PEPs) and SIPPs*

•

All derivative dealing (futures and options, synthetics, currencies, indices, interest rates & commodities) and including trading in non-indexed derivatives such as contracts in spread betting (investments written by IG Index for example) or narrow based indices (10 securities or less) that give exposure to specific investments or shares

•

Broad based, liquid indexed, derivatives (such as futures on the FTSE or S&P) or Exchange Traded Funds (such as SPDRs or LDRS index tracking funds).

•

Insurance contracts (e.g. investment bonds) where there is exposure to specific investments, shares or narrow based indices

•

Private placements or limited offering*

•

Private investments, that is, unlisted shares in a company or interests in a partnership including venture capital vehicles

•

Exercise of warrants or sale of warrants

•

Ameriprise shares for Threadneedle Executive Board members and business management team participants

•

Threadneedle OEIC funds in relation to Fund Dealing & Pricing Committee members, or SICAV funds in relation to SICAV Pricing Committee members and notified insiders. (Note: IFDS may seek confirmation from Legal and/or Compliance in respect of approving staff deals where they are concerned that investment gives rise to a potential conflict of interest. This could slightly delay the application.)

*	This extends to any related instruments, such as American or Global Depository Receipts, warrants, options or rights in such securities and securities-based futures contracts.

^	Investment in US IPO’s is not permitted.

The prior approval of a trade must be requested by completion of the Personal Transaction Preclearance Form (Appendix 5).

2.3.2

The following investments ARE NOT subject to prior approval under the code:

•

Threadneedle products (OEICs, unit trusts, SICAVs, hedge funds and stakeholder (except for notified Threadneedle insiders and Fund Pricing and Dealing Committee members for OEIC funds, and SICAV Pricing Committee members for SICAVs, and subject to a restriction on all employees trading in the funds whilst holding unpublished information which might affect the funds future pricing- see paragraph 2.4.10 below).


Front Office Compliance Version 1.18		November 2013

10

LOGO

•

Ameriprise shares*

•

Any non-Threadneedle managed unit trust, OEIC or other regulated, open ended collective investment scheme (including those held in ISAs and PEPs) whomever it is managed by.

•

Debt securities issued by any government (sovereign), public authority, supranational or government agency (e.g. gilts)

•

Life policies (unless investment related as outlined under 2.3.1)

•

Non-investment derivatives (such as those by IG index which are non investment related such as sporting events)

•

Exercise of rights attaching to investments/securities – see the Guidance Note (2.4.1) below.

•

Property – although the securities of listed property companies do fall within the Code restrictions and procedures**

•

Foreign exchange transactions

•

Windfall shares (as a result of demutualisation or SAYE) though subsequent disposal of such shares requires pre-clearance

•

Dividend reinvestment plans

*	Threadneedle Executive Board and business management team participants will need to seek prior approval from Compliance. All staff must report Ameriprise share dealings to Front Office Compliance.

**	Individuals based within the Property Department are subject to separate procedures for dealing in property

The Firm believes that any investment by an employee in any of the above investments will not conflict with the firm’s regulatory duty to customers and therefore are not subject to prior approval.

2.3.3

Dealing through UBS Wealth Management (UK) Ltd (“UBS”) - post 31/12/2012 and other service providers

All permanent employees and their associates may use the dealing and custody services provided by UBS . Fixed term contractors and temporary workers are exempt from this requirement. These staff members may select their own choice of broker and must follow procedures as set out in sections 2.5.2 and 2.5.3 of this Code.

Threadneedle have a long standing relationship with UBS to provide dealing & custody services per staff dealing. However, employees are not obligated to use UBS.

Please be aware that the following investments are exempt from UBS dealing & custody services but may still require pre-approval and reporting:-

•

Private placements deals

•

Unit trust, OEIC or other fund deals

•

Regular saver schemes e.g. Investment Trust savings schemes

•

Shares obtained through an employee share option scheme

•

Self Select ISA, pension accounts (including SIPPs)

•

Discretionary Managed Accounts

•

Investment Clubs

•

Dependants who work for an FCA regulated firm


Front Office Compliance Version 1.18		November 2013

11

LOGO

•

Trust accounts (other than bare trusts)

•

Any other account where these procedures could put at risk the foreign tax status of holdings then management may choose to waive the rules

Whether employees (and associates) choose to use the services provided by UBS or elect an alternative service provider, it is imperative that the Compliance department is provided details of transactions carried out by the staff member (or applicable associate).

Staff should ensure that their nominated brokers are reminder that copies of contract notes should therefore also be forwarded to the Threadneedle Compliance department.

In summary, for transactions that require pre-approval: -

•

Employees must obtain a Pre-clearance form (available on the Intranet) and submit that form to the Central Equity Dealing Desk. Pre-clearance forms must be submitted to Central Dealing prior to 12 noon. Forms received after 12 noon will not be reviewed until the following business day.

•

The deal is approved (or not) by the desk and by such other nominated approvers (Executive Directors on the Investment Floor) as may be relevant for the transaction.

•

The employee must receive notification of approval before any action is taken to deal. For those members of staff dealing on their UBS account, the Central Dealing Desk will place the deal with UBS as soon as the deal has been approved. When the employee is using an alternative broker, it is the staff member’s responsibility to place the deal with their broker within 24 hours of authority being granted. The staff member must receive notification of approval before any action is taken to deal. (Note that approval given on a Friday afternoon will expire at the end of Friday and does not last over a weekend.) If the deal is not executed within the 24-hour period the authority is cancelled and approval must be sought again by completing a new Staff Pre-clearance Form. For overseas markets such as the US or Japan, the approval period lasts for the next full business day in that market. If the deal is not placed within the timescale then authority must again be sought by submitting a Staff Personal Transaction Preclearance form.

Any queries regarding other possible transactions should be discussed with the Front Office Compliance Team.


Front Office Compliance Version 1.18		November 2013

12

LOGO

2.4

GUIDANCE NOTES ON TRANSACTIONS AND DEALING ARRANGEMENTS

2.4.1

Exercise of rights attaching to investments/securities

The exercise of certain rights attached to securities requires pre-clearance under the Code as if it were a normal buy or sell transaction.

The list of those rights, exercise of which must be cleared, is as follows: -

•

Exercise of warrants (whether or not attached to shares) or deferred rights attaching to shares

•

Sale of warrants

Those rights that, when exercised, do not require pre-clearance include: -

•

Exercise of voting rights

•

Rights issue offered to existing shareholders

•

Payment of nil or partly paid shares

•

Acceptance of take over/merger offers

•

Surrender of a bond that has reached maturity

•

Automatic reinvestment of Dividends

However, notwithstanding there being no requirement to pre-clear the exercise of rights, any such actions must not be in breach of other sections of this policy. For example, exercise of rights MUST NOT be undertaken with knowledge of price sensitive information (this may include knowledge of internal activity where this amounts to material non-public information (“MNPI”)/price sensitive information “PSI”).

Furthermore, should Threadneedle choose to exercise rights for its client funds, those fund transactions will subsequently be subject to the usual policy requirements and therefore any personnel account trades carried out by investment floor personnel, outside of the rights exercise date will be subject to the 7 blackout period. Please refer to Appendix 4 for further details of the 7-day blackout period requirements.

2.4.2

Dealing in Derivatives

All persons subject to the Code are strongly discouraged from dealing in any form of derivative that could give rise to an open ended, unlimited liability. The Central Dealing Desk and Compliance will closely monitor any such deals. Most derivatives trading is subject to pre-clearance (see Section 2.3.1 ) and short selling is prohibited. Please see section 2.3.2 for what is excluded.

2.4.3

Dealing in Ameriprise and Zurich Financial Services Group (“ZFSG”) shares/derivatives

All employees except the Threadneedle Executive Board and business management team participants are able to buy and sell shares in Ameriprise stock without the requirement to seek prior approval. Employees must however, report any such transactions to Front Office Compliance within 30 days of the transaction date. Please note that employees are subject to the general rules of the conduct set out in this Code, including the prohibition against trading shares where they are aware of unpublished price sensitive information. For Ameriprise shares this would include unpublished price sensitive information in respect of Threadneedle.

If you have not been informed that you are an ‘insider’ you may deal in ZFSG shares - subject to prior approval - via the Central Dealing Desk as detailed in section 2.3.3. On an exceptional basis trading ZFSG shares are likely to be generally restricted due to the receipt by employees of Threadneedle Investments of information concerning the group or its results.


Front Office Compliance Version 1.18		November 2013

13

LOGO

2.4.4

Frequent Buying and Selling

Excessive buying or selling in terms of frequency, complexity or number of trades is discouraged and may be reported to the employee’s manager.

2.4.5

Short Selling

At no time is personal account dealing allowed in sales of stock not in the possession of the employee or associate.


Front Office Compliance Version 1.18		November 2013

14

LOGO

2.4.6

Front Running

Front running is not permitted. This involves an individual taking advantage of non-public information about imminent trading activity on Threadneedle or Columbia mutual funds or other accounts managed by Threadneedle, by trading in a security before the fund or account does. Individuals are not allowed to trade in a particular security ahead of, or at the same time as these funds or accounts. Any evidence of front running is reportable to the FCA under the FCA’s Market Abuse rules.

2.4.7

Discretionary Managed Portfolios

Employees may choose to have their investments managed by a third party professional fund manager or stockbroker. Such arrangements are permitted subject to the employee fulfilling the following conditions:

•

Prior to commencing the arrangements or immediately upon the employee joining the firm that employee must provide a copy of their agreement with the manager or broker to Front Office Compliance confirming the terms of the engagement.

•

To the extent that the employee wishes (or is requested) to give instructions to the manager with respect to the investment of the portfolio or the disposition of rights held by it, then those instructions must be pre-cleared as if they were a personal account trade executed directly by the employee. Copies of any such instruction must be passed to Front Office Compliance.

•

The employee must ensure that their manager provides quarterly transaction statements and an annual statement of holdings of the portfolio directly to Front Office Compliance.

If a portfolio is managed for the employee on a non-discretionary basis - including a self-select ISA or SIPP - all deals must be pre-approved by Threadneedle Investments in accordance with the normal procedures.

2.4.8

Investment Clubs

If an employee or their associate is to become a member of an investment club, Front Office Compliance will require general information on how the club is operated. Information required may include, but not be limited to:

•

A copy of the club’s rules, objectives, articles of association etc

•

A copy of any agreement or contract that the employee signs on joining

•

The details of your/your associate’s role in the club (e.g. treasurer)

•

The employee’s intended investment amount (regular, lump sum or both)

•

The number of members of the club

•

The frequency of meetings

Employees are reminded that because of their position as an employee of an investment firm, there is a risk that other members of such a club may seek to claim that they accepted the staff member’s advice in a professional capacity and seek to hold them personally liable for any “advice” given.

Generally it must be assumed that investment club trading must be pre-cleared through Central Equity Dealing. However, a waiver from this requirement may be given where it is established that the employee does not:

•

Make, influence or vote on investment decisions

•

Pass on any original research to the investment club or any other information that comes into the possession of the employee during the course of their work.


Front Office Compliance Version 1.18		November 2013

15

LOGO

Front Office Compliance will require details of executed club transactions quarterly. Front Office Compliance will write to the investment club informing them that the member works for Threadneedle Investments and explain the restrictions on their activities and the reasons as outlined above.

The employee should inform Front Office Compliance of any significant changes to the arrangements (for example the amount they invest, or the number of members).

2.4.9

Threadneedle Funds

Subject to the exceptions noted below, all Threadneedle staff and any associate must place orders to buy and sell shares or units in Threadneedle funds directly with Threadneedle (via its Third Party Administrator) rather than through third party platforms, brokers or other intermediaries .

The exceptions to this requirement are that Threadneedle staff and associates may retain such investments with a third party platform, broker or other intermediary where:

Such shares or units in Threadneedle funds are held with the third party as at 12 May 2005 or later, on the member of staff joining Threadneedle.

The Threadneedle funds are held within a self-select ISA or self-select pension (SIPP). Those staff purchasing Threadneedle funds through such an ISA or pension, do not need to place these investments directly with Threadneedle but may from time to time be required to confirm holdings to Front Office Compliance in Threadneedle funds.

Copy contract notes for all transactions in Threadneedle funds undertaken via third parties, brokers or other intermediaries must be sent to Front Office Compliance, 6 ^th Floor, 60 St Mary Axe, London EC3A 8JQ.

Where a member of Threadneedle staff or associate buys or sells shares or units through Threadneedle via one if its third party administrators they must identify themselves as such at the time of the trade using the employee’s personnel number.

2.4.10

Approval of Threadneedle Fund Transactions

Transactions in Threadneedle unregulated schemes, unit trusts and OEIC funds (including ISAs and PEPs) are not subject to prior approval (except for Fund Pricing & Dealing Committee members in the OEIC funds, SICAV Pricing Committee members in the SICAV funds or Threadneedle ‘insiders’ (see below and sections 2.3.2 and 2.5.7).

Not withstanding this general permission, Threadneedle Investments expects employees not to use any confidential information which they may hold or receive concerning the funds or the management of the funds for their own personal gain. If an employee possesses unpublished information concerning a fund, which might have an effect on its future pricing, then they should notify Compliance who will then inform them when they may next trade. This obligation extends to all employees but in particular will be monitored in respect of those that may have special access to information, such as the fund manager, analysts, pricing teams and compliance staff. Compliance undertakes periodic monitoring of trading by employees in the OEIC, unit trusts, SICAVs and Mutual Funds.

Please note that the firm provides discounts on investments to employees in its products but operates a holding period of a minimum 60 working days in order to qualify for those discounts.


Front Office Compliance Version 1.18		November 2013

16

LOGO

2.4.11

IPO’s

As stated in section 2.3.1, dealing in US IPO’s is not permitted. Pre-approval for investing in all other IPO’s must be obtained. If there is any potential conflict of interest with any application by Threadneedle Investments for its clients then the deal may not be approved (for example, where different share classes are not offered, i.e. retail and institutional). Any application for approval for participation in IPO’s will be assessed on a case by case basis.

2.4.12

Gifts of Shares

Where an employee or an associate receives or gives shares/other investments as a gift, this should be notified by memorandum to Front Office Compliance. Access Persons will be required to report Gifted shares on a quarterly basis as requested by Front Office Compliance.

2.5

APPROVAL AND DEALING PROCEDURES

All the forms referred to below are available from the Compliance Intranet site Document Centre, unless stated otherwise.

2.5.1

Optional use of UBS Wealth Management (UK) Ltd (“UBS”)

Execution only Dealing and Custody Services

Threadneedle Investments has negotiated special terms for employees and their associates with UBS Wealth Management (UK) Ltd (“UBS”).

Dealing Charges

UBS will transact bargains in listed shares for a flat rate of £30 per transaction for UK and non-UK stocks. Please note that third party dealing costs will be passed on to the individual employee. Fee rates should be checked if an employee is unsure of the level of fees that may apply to their transactions.

Custody

All investments will be registered in nominee form with UBS under the terms set out in the Client Agreement.

Custody Charges

UBS will apply a custody charge to non-UK registered investments that are held in an account on behalf of an employee or their associate(s). A charge of £25 per line of foreign stock will be levied for custody services. This fee is calculated on each foreign stock held at the end of June and the charge will be posted to the account in July.

New Employees

All new employees and their associates should disclose their current holdings upon joining.

New employees should contact Front Office Compliance for an account opening pack.


Front Office Compliance Version 1.18		November 2013

17

LOGO

Leavers and Retirees

Leavers

For those employees (and associates with UBS accounts) UBS will be notified of all employees who cease to work for Threadneedle. Once the arrangement between the employee and Threadneedle has ceased, Front Office Compliance will notify UBS that the individual is no longer employed by Threadneedle and, as a consequence, any special terms agreed between Threadneedle with UBS for the provision of Dealing & Custody services will no longer apply. Ex-employees will have a period of 3 months in which to transfer their investments to a new custodian.

UBS may allow existing accounts for ex-employees to remain open should the ex-employee wish. However, individuals may be subject to different terms and conditions in relation to dealing and custody charges and are therefore advised to check with UBS direct.

Retirees

Retirees will be permitted to continue to use the dealing and custody services of UBS as though they were still employed by Threadneedle for a period of 6 months after retirement. Retirees must continue to place trades with the Central Equity Dealing Desk but deals will not be subject to pre-clearance procedures. Duplicate contract notes will still be sent to Front Office Compliance to allow monitoring of volumes and trading activity if required. Threadneedle has the right to review this provision at any time and terminate such an arrangement in writing to the retiree.

Account Opening Procedure

The employee and their associate(s) are required to complete an application form and introductory letter (and transfer forms for those employees with existing investments). These are obtainable from Front Office Compliance in SMAX. Accounts must be opened in advance of trading as it may take a day to set up before transactions can be made on the account.

To comply with money laundering regulations, UBS will require 2 forms of identification to open the account. These will need to be certified as a true copy of the original by Threadneedle Compliance. It has been agreed with UBS that Threadneedle Compliance will certify a copy of the employee’s passport or photo driving licence and a utility bill or bank statement (dated within 3 months) in order to comply with their client identification procedures. The original documents must therefore be presented to Front Office Compliance (SMAX 6 or HH3).

All documentation must be returned to Front Office Compliance who will liaise with UBS on behalf of the employee in setting up the account.

Employees should note that they would be unable to trade through their UBS account until they have received notification from Compliance that the account has been opened successfully.

2.5.2

Nomination and Registration of a Broker

(“Broker” includes Bank, ISA Manager or any other Counterparties)

All employees (and associates) together with fixed term contractors and temporary workers are permitted to use their own choice of broker. Employees and/or their associates may deal with their own choice of registered broker(s) (including an internet broker).

2.5.3

Using your own choice of Broker


Front Office Compliance Version 1.18		November 2013

18

LOGO

To nominate your own broker the nomination letter at the end of this Chapter needs to be completed and sent to your broker, copying in Front Office Compliance. This action must be completed before you commence trading with the broker. It informs your broker that you are an employee of Threadneedle Investments and will therefore be subject to certain trading restrictions. The letter also provides details of where copies of the transaction confirmations should be sent (these must be received within 30 calendar days of the transaction date) and gives the broker the authority to disclose certain information regarding the account, to the Compliance department of Threadneedle Investments. If your broker does not send duplicate copies directly then you must ensure that you supply Front Office Compliance with a copy within 30 calendar days of the transaction date.

If you use an Internet broker, you must follow the process outlined above. Please note that if the broker does not send out contract notes as part of their service you must provide a copy of the electronic screen confirmation for each of your transactions to Front Office Compliance, with your signature. This should show clearly your name, the date and time of the trade, quantity of shares, purchase or sale, price, name of shares and the monetary proceeds/cost of the transaction. You must allow a member of the Compliance Department to review your broker account on screen within 24 hours of receiving such a request.

When you carry out a personal transaction you must first notify the broker of your status as an employee of Threadneedle (i.e. by completing the letter referred to above). No credit or special dealing facilities should be asked for or accepted unless specific consent has been obtained from the Compliance Department. The commission charged on all personal deals must be no less than the nominated broker’s official scale.

2.5.4

Broker Letters of Authority

Please note that separate letters of authority must be completed for each new broker account set up for you or any associates. Copies of broker contract notes for your transactions should, where possible, be sent by the broker to Front Office Compliance where a register of employees and their brokers will be kept.

2.5.5

Deal Approval Procedure

•

The Staff Personal Transaction Preclearance Form must be completed with details of the proposed transaction and must be approved in writing prior to dealing. Verbal approval of personal transactions is prohibited.

•

The Form should be passed or faxed to 020 7464 5286 (from mainland Europe, 00 44 20 7464 5286) to the Central Dealing Desk for approval. Pre-clearance forms must be submitted to Central Dealing prior to 12 noon. Forms received after 12 noon will not be reviewed until the following business day. For details of all named approvers see Appendix 1.

•

The relevant approver(s) will check the details of the proposed transaction and, if approved, will date, time and sign the sheet indicating their approval of the trade.

•

The Central Dealing Desk will then communicate the approval to the employee.

•

Please note the additional dealing restrictions and procedures for all Investment Floor staff are outlined in Appendix 4.

•

If authority to deal is refused no reasons need to be given. No dealings however will be permitted where there is a potential conflict of interest or where a security is on the Global Restricted List.

•

If approval to deal is not given, then the employee must not induce any other person to enter into the transaction on their behalf. Also the employee must not communicate any information or opinion to any other person if the employee is aware that as a result of this information, the other individual will enter into the prohibited transaction.

2.5.6

Placing the Deal


Front Office Compliance Version 1.18		November 2013

19

LOGO

If approval has been granted, the deal will be placed with UBS by Central Dealing as soon as the deal has been approved (but within 24 hours of approval). If you are using your own nominated broker, you must place the deal directly with your investment manager/broker within 24 hours of authority being granted.

Note that approval given on a Friday afternoon will expire at the end of Friday and does not last over a weekend. If the deal is not executed within the 24-hour period the authority is cancelled and approval must be sought again by completing a new Staff Pre-clearance Form. For Overseas markets such as the US or Japan, the approval period lasts for the next full business day in that market. If the deal is not placed within the timescale then authority must again be sought by submitting a Staff Personal Transaction Pre-clearance form.

2.5.7

Contract Notes

Compliance retains the Personal Transaction Preclearance Form and when the matching copy broker contract note is received, certain checks are carried out.

2.5.8

Approval Procedure for Threadneedle Fund Pricing & Dealing Committee members and Threadneedle ‘Insiders’ dealing in Threadneedle Products

All deals in in-house Threadneedle OEIC funds by Fund Pricing and Dealing Committee members and other Threadneedle employees notified by the Managing Director as deemed “insiders”, must be approved by Head of Compliance or the Investment Compliance Manager. Pre-clearance must be obtained using the standard pre-approval form provided on the Compliance intranet site. This form should be sent with your dealing instruction form to the third party administrator. A copy of the pre-approval form must be sent to Front Office Compliance.

The CIO is responsible for pre-clearing trades in Threadneedle OEICs that Head of Compliance proposes to undertake.

2.6

COMPLIANCE CHECKS AND MONITORING

Front Office Compliance is responsible for monitoring the effective operation of the Code, addressing questions and determining the application of the policy and dealing with the investigation of breaches of the Code.

In addition, Front Office Compliance undertakes basic reviews to monitor staff dealing for potential front running and insider dealing. The Compliance Team may from time to time ask for additional information from employees to assist these reviews.

2.7

DATA PROTECTION AND CONFIDENTIALITY – HANDLING EMPLOYEE DATA

Threadneedle Investments is mindful of its obligation to ensure that private information relating to employees – or an associate – is appropriately safeguarded. This information should only made available to others within the organisation where strictly necessary and in a manner that is consistent with the basis on which employees provide the information.

Accordingly, information provided by employees relating to their personal holdings or transactions is subject to the following arrangements: -

Employees involved in pre-clearance – in particular, the Dealing Desk, Desk Heads and Compliance staff are made aware of their obligation to treat employee related trading information as confidential and not to disclose that information to others other than for purposes strictly necessary to administer the Code or investigate a possible breach of the Code, the employee’s employment contract or laws or regulations.

ii)	All personal account holdings and dealing records will be held securely within the Compliance Department and available only to those within the Department who are involved


Front Office Compliance Version 1.18		November 2013

20

LOGO

in administering the Code or investigating a possible breach of the Code, the employee’s employment contract or laws or regulations.

iii)	No access to personal account dealing information will be provided to any other person unless for the purposes of administering the Code or investigating a possible breach of the Code, the employee’s employment contract or laws or regulations.

iv)

Where requested to do so, the firm may disclose information held with respect to employees to external regulators, in the UK or elsewhere, for the purposes of assisting the regulatory authority with an investigation or otherwise to meet an obligation of disclosure that the firm has to the regulator under law or regulation.

v)	In accordance with the Data Protection Act, employees or their associate in respect of their own records, may obtain access to the information held by requesting Human Resources to provide copies – free of charge.

vi)	Employees will be requested to consent to the holding (typically by signing their employment contract) and use of their data for these purposes and we will ask that employees obtain a similar consent from any associate.

vii)	In exceptional cases Compliance may agree further steps to secure confidentiality of employees’ information.


Front Office Compliance Version 1.18		November 2013

21

LOGO

Appendix 1

THREADNEEDLE INVESTMENTS PERSONAL DEALING

LIST OF ALL NAMED APPROVERS (November 2013)


CENTRAL DEALING DESK

		Danny Burton
		Ben Malone
		Nick Hawkes
		Oliver Hill
		Chris Fox
		Gary Young


FI CENTRAL DEALING DESK

		Emma Photis
		Cindy Larke
		Sarah Kendrick
		Paul Witchalls
		Mandy Coatsworth
		Gabriel Heskin


DESK HEADS AND SENIOR FUND MANAGERS

Chief Investment Officer		Mark Burgess

Head of Equities		Leigh Harrison

UK Equities		Simon Brazier
		Richard Collwell
		Dan Vaughan
		Jonathan Barber

Europe		Philip Dicken
		Paul Doyle
		Dan Ison
		Ann Steele

Far East		Vanessa Donegan
		George Gosden

Global Emerging / Latin America Markets		Irina Miklavchich
		Daniel Isidori

North America		Cormac Weldon
		Diane Sobin
		Steven Moore

Global and Japan		William Davies

Head of Fixed Interest (ABS incl here)		Jim Cielinski

Investment Grade Credit		David Oliphant

High Yield Bonds		Barrie Whitman

Governments and Macro		Matthew Cobon


Front Office Compliance Version 1.18		November 2013

22

LOGO


Emerging Market Debt		Jim Cielinski

Commodities		David Donora


Front Office Compliance Version 1.18		November 2013

23

LOGO

Appendix 2

INSERT DATE

INSERT broker name

Broker address

Dear Sirs,

PERSONAL DEALING ACCOUNT - EMPLOYEE NOTIFICATION

In order for myself or an associate of mine, to effect personal investment transactions with your firm I have to notify you that I am employed by Threadneedle Investments and I am/my associate is required to deal with you on your standard terms with their consent.

Please send copy contract notes for my dealings, or those of any associate listed below, to the Director of Compliance, at 60 St Mary Axe, London, EC3 8JQ, and disclose any other information that Threadneedle Investments may require in respect of these dealings.

Details (Please complete a separate letter for each account)


Employee Name:

Signature:

This is my account		YES/NO

An associate’s account		YES/NO

Associate’s Full Name:

Associate’s Signature:

Enter Account Holder’s Details Below

Account number if account already set up:

Home Address:


Front Office Compliance Version 1.18		November 2013

24

LOGO

Appendix 3

DATUM EINFÜGEN

Name des Finanzberaters

Anschrift des Finanzberaters

Betr.:

Mitarbeitergeschäfte

hier: Mitteilungspflichten

Sehr geehrte Damen und Herren,

Als Mitarbeiter einer Investmentgesellschaft innerhalb der Threadneedle Investments Gruppe bin ich verplichtet, vor der Aufnahme von Wertpapiergeschäften für mich oder eine assoziierte person (auch bei Vermittlung durch Ihr Unternehmen) die Genehmigung meines Arbeitgebers einzuholen.

Ich möchte Sie daher bitten, eine Kopie aller Kauf/Verkaufabrechnungen für mich oder meine assoziierte person, an Director of Compliance, 60 St Mary Axe, London, EC3 8JQ, Großbritannien, zu übersenden und alle darüber hinaus gehenden Informationen in diesem Zusammenhang im Falle einer Anfrage von Threadneedle Investments offen zu legen.

DETAILS (Bitte für jedes Konto separat ausfüllen)


NAME DES ANGESTELLTEN:

UNTERSCHRIFT:

DIES IST MEIN KONTO:		JA/NEIN

DIES IST DAS KONTO EINER ASSOZIIERTE PERSON:		JA/NEIN

NAME DER ASSOZIIERTE PERSON:

UNTERSCHRIFT DER ASSOZIIERTE PERSON:

ANGABEN ZUM KONTOINHABER


KONTONR. FALLS KONTO BEREITS ERÖFFNET:

WOHNANSCHRIFT:


Front Office Compliance Version 1.18		November 2013

25

LOGO

Appendix 4

ACCESS PERSONS – ADDITIONAL PERSONAL DEALING REQUIREMENTS

Managing Columbia Funds

The following part of the Code outlines which staff at Threadneedle is affected and what the additional reporting requirements and dealing restrictions are.

1.	Who are Access Persons?

An Access Person is an individual:-

(a) Who has access to non public information regarding purchases or sales of securities for fund or client accounts;

(b) Who has access to non public information regarding the holdings of mutual funds and client accounts;

(d) Has access to recommendations that are non-public.

Therefore anyone meeting one or more of the following criteria is an Access Person:

•

Has access to information regarding impending purchases or sales of portfolio securities for any account owned or managed;

•

Obtains such information within 10 days after the trade;

•

Has access to information regarding portfolio holdings of funds or client accounts (within 30 calendar days of the date of the holdings);

•

Has access to the Investment Department’s investment research and recommendations;

•

Participates in the investment decision making process;

•

Has a specific role which compels Access Persons status for example:

•

Serving as a Board member of TINTL;

•

Providing direct ongoing audit, compliance, legal, risk management or other support to the investment business.

Therefore the following persons are captured:-

Investment Department employees

Senior employees – Employment Grade OP5 and above

Controls Group (All staff in Audit, Compliance and Risk Departments)

Performance Department employees

Systems Access – All those with access to Minerva and to AX & IX Fund Valuations

All staff impacted will be notified directly by Compliance.

2.	What are the reporting requirements?

Access Persons will be required to report information relating to any holdings they have in Covered Securities (except for direct obligations to the Government of the US, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt


Front Office Compliance Version 1.18		November 2013

26

LOGO

instruments, including repurchase agreements, and shares issued by open-end funds). Reportable Securities are:

“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, pre-organisation 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.”

Typical examples of what are meant by this are set out below.

The following reporting requirements apply to all Access Persons:

•

Completion of an Initial Personal Holdings Form

Notified Access Persons are required to provide Compliance with details of all their holdings in certain securities/shares listed below and details of all broker accounts. Access Persons will also need to declare holdings in respect of their associates.

A form is attached to enable staff to provide this information although it will be sent by email to the Access Person by Compliance. It must be returned within 10 days of being notified (even if staff do not hold any shares, in which case a nil return should be declared on the form).

The holdings of securities that need to be declared on the form (section 1) are:

•

shares in publicly quoted and private companies (including privatisation shares, self select equity and/or ISA etc),

•

American Depository Receipts/Shares/Units,

•

corporate and convertible bonds and other debt instruments,

•

closed end funds including investment trusts (of any type)

•

derivatives, contracts for difference, options, futures,

•

Index Securities (S&P 500, QQQ), exchange traded funds,

•

limited partnerships,

•

common or preferred or convertible preferred stock, and rights or warrants on stock.

•

Threadneedle funds (OEICs, unit trusts, hedge funds or fund of hedge funds,)

Staff do not need to notify Compliance of shares or units held in collective investment schemes other than Threadneedle funds (such as those run by Fidelity for example) although they will have to list the fund management


Front Office Compliance Version 1.18		November 2013

27

LOGO

companies through which they and their associates hold such funds e.g. Skandia, Fidelity under section 2 of the form .

Staff are not required to notify Compliance of their EPP schemes, pension schemes (including FURBS), ISAs invested in non-Threadneedle funds and endowment policies on this form.

•

Quarterly returns

On a quarterly basis, for a given calendar quarter, staff will be required to complete a form declaring any securities dealing outside of a broker account such as gifted or inherited shares. This request will be sent by Compliance to Access Persons and must be returned within 30 days of the quarter end.

•

Annual Certification

On an annual basis (31 December) staff and their associates will be required to complete an Annual Certification Form in certain securities (see above list). Again this will be sent by Compliance and must be returned within 10 days of the date of the request.

3.	What are the additional PA Dealing restrictions?

There are 2 parts to this. There are rules that apply to all Access Persons and secondly rules that apply to all Access Persons that are Investment Floor staff.

•

Additional PA Dealing rules applying to all Access Persons

Staff cannot trade in US Public Offerings.

•

Additional PA Dealing rules applying to Access Persons who are Investment Floor staff (in addition to the above requirements)

(1) 60-day holding period . Profiting on short term trading is prohibited and therefore staff cannot buy a security or derivative and sell it again within 60 calendar days if it realises a profit. In the context of dealing in derivatives of any type staff should therefore not undertake PA Deal in contracts of less than 60 days to expiry/maturity. When calculating the 60-day holding period, the LIFO method (last-in, first-out) must be used.

Staff are permitted to carry out one small trade per month as an exception to the 60-day requirement. A small trade is defined, for equities/bonds, as £7,000 or less of companies listed in the FTSE All Share Index. If there are other exceptional circumstances (such as financial hardship) they should be discussed with Compliance in advance.

(2) 7-day blackout period . Essentially where any fund is dealing in that security, no PA Dealing in that security 7 days before, or 7 days after is permitted. If there are exceptional circumstances (such as financial hardship) these should be discussed with Compliance in advance.

If staff become aware that a fund has dealt within 7 days after your PA Deal then they must notify Compliance immediately.


Front Office Compliance Version 1.18		November 2013

28

LOGO

4.	What does this mean for Investment Floor staff?

By way of an example, if someone is based on the Fixed Income Desk and wishes to trade in a security that the UK Desk intends to deal in over the next 7 days, or has traded in the last 7 days, then they will not be able to carry out that PA Deal. A waiver may be granted in exceptional circumstances such as financial hardship but these should be discussed with Front Office Compliance and requests will be considered on a case by case basis.

The Central Dealing Desk and an Executive Director on the relevant desk will need to confirm on the form that, to the best of their ability, no such trading has taken/is taking place.

Additionally they will need to confirm that is it not planned for the security to go on the preferred list in this period. This declaration applies only in respect of Investment Floor staff PA Deals. It does not apply to other Access Persons or Threadneedle staff in general although the Central Dealing Desk or Executive Director retain the right and obligation to refuse to pre-clear without giving a reason.

5.	What are the sanctions for non-compliance?

These sanctions will primarily apply to all Investment Floor staff although other Threadneedle staff could be affected by this.

Please also refer to section 2.2.2. for Sanctions

In addition to the above, there are a number of options ranging from potentially no action (depending on the nature of the case and the outcome of Compliance enquiries that will be documented), or being asked to unwind the deal and pay over any profits made to charity. For more serious breaches staff may be prohibited from PA Dealing for a period of time, and ultimately this could lead to dismissal for continued non-compliance or serious breaches of the PA Dealing rules.

It is hoped that procedures (including the Central Dealing Desk and Executive Director declarations) will avoid any PA Deal taking place that could breach these requirements and ensure the staff member and Threadneedle are not compromised. Of course it is impossible to be completely sure this will not occur and there may well be valid reasons for a PA Deal to take place and for a fund to trade the same security. This is why each case will be treated on its merits before appropriate action is decided.

An example of a breach that might not require any further action is where a member of the Investment Floor effects a PA Deal, and then several days later a new piece of information comes to light that makes it sensible for a fund to deal in that security. Additionally, a PA Deal may take place and then a large unanticipated cash-flow comes into the fund that necessitates the fund to buy further shares in that security which had not been planned.


Front Office Compliance Version 1.18		November 2013

29

LOGO

Initial Personal Holdings Disclosure Form

•

Please complete all columns.

•

Please be sure to sign the form (or enter your name and date if returning electronically)

•

This document must be returned to Front Office Compliance

PLEASE PRINT LEGIBLY OR TYPE

Section 1


Quantity (shares/units/ principal amt.)	Security Title and if applicable ISIN/Sedol number	Brokerage Firm Name or Institution Name (If not held in an account please indicate N/A)	Account Number	Ownership D-Direct I-Indirect C-Club A- Advised M- Managed

Section 2


Names of Financial Institutions/Fund Management Companies through which you hold shares/units in open-ended investment companies (other than Threadneedle)
e.g. Schroders

If you need more space, please use another form. Be sure to sign and date any additional forms.

By signing this document, I am certifying that the securities listed above are the only holdings I or my associate holds at this time. I understand that failure to completely disclose all of my holdings to Compliance may result in sanctions.



Signature	Date

Print Name		# of

page

*	Definitions

Direct (D): you are the owner of the account (joint or single ownership)

Indirect (I): accounts in which you have a beneficial interest and that are registered in another person’s name e.g. associates. This may include members of your household (e.g. spouse, partner, minors)

Club (C): you are a member of an investment club

Advised (A): you serve in an advisory capacity by making investment decisions or recommendations

Managed (M): you have no discretion over the investments in the account.


Front Office Compliance Version 1.18		November 2013

30

LOGO

Appendix 5 STAFF PERSONAL ACCOUNT PRECLEARANCE FORM Shaded sections to be completed by the staff member dealing Threadneedle Version: April 2013 Name of Staff Member (and associate if applicable) Department and Location: (e.g. HR, SMAX, Frankfurt): Telephone/Extension number: 1) PROPOSED DEAL a) Stock / Investment name: - Is the above a Threadneedle product? (Note you must deal directly with Threadneedle) - Is the above an ISA/SIPP transaction? b) Country OR stock exchange listing (e.g. UK or LSE) c) Buy OR Sell: d) Amount (£ $ etc) OR Nominal (no. of shares): e) Selected Broker (for Non UBS a/cs please ensure that you have you notified your broker account to Front Office Compliance, as required in the P.A. dealing policy, section 2.5) f) How is the transaction to be placed? Please delete where not applicable: YES/NO Which Fund? YES/NO ISA/SIPP BUY/SELL Broker: a/c number: TELEPHONE / POST / ONLINE To the best of your knowledge is the stock held in any of the Threadneedle funds? Held Not Held Don’t know I confirm the following: — I have no unpublished price sensitive information relevant to this transaction. — To the best of my belief, Threadneedle Investments has no immediate intention of transacting in the stock (in the next 7 days). — I have not recommended transacting in the stock for clients nor is it my intention to do so — Where applicable, I am a fund manager/analyst/dealer within the relevant investment team and have shared this idea with the relevant investment team(s) — I have not received any research ratings changes from the Columbia Centralized Research team in the last 7 days which relate to this transaction. Signature of staff member: Access Person? YES / NO Date Time notified to Central Dealing: After completing the above, this form should be passed to the Central Dealing Desk before 12 noon. Fax no: (44) (0)20 7464 5286. Approval is given for a period of exactly 24 hours from the time of approval below. (Note that approval given on a Friday will expire at the end of the day and fresh approval must be sought after the weekend.) 2) (A) AUTHORISATIONS 1. Central Dealing Desk: In addition, For Investment Floor staff deals only, to the best of my knowledge the funds will not be dealing in this security in the next 7 days nor traded in the last 7 days. Print Name: Signature: Date: Time: 2. Executive Director of Fund Management Desk: In addition, For Investment Floor staff deals only, to the best of my knowledge the funds will not be dealing in this security in the next 7 days nor traded in the last 7 days. Print Name: Signature: Date: Time: INSTRUCTION TO BROKER: Price Dealt: 2) (B) COMPLIANCE AUTHORISATION - OEICs/SICAVs only Print Name: For Pricing Committee Members Only Signature: For Dealing in Threadneedle OEICs and SICAVs Date: Time:


Front Office Compliance Version 1.18		November 2013

31

LOGO

THREADNEEDLE PERSONAL DEAL DUAL1 PRECLEARANCE FORM Instructions: If you are required to do so, please submit a copy to both the Central Dealing Desk and Columbia/Ameriprise Compliance via fax to (877) 710-3981 or email to Preclearance@ampf.com. Please note: Columbia/Ameriprise Compliance will respond promptly by email beginning approximately 6:00 CST. Approval is good for 24 hours. You may not effect your personal trade(s) until you receive approval from both the Threadneedle groups and Columbia Compliance. 1. Proposed Trade/Deal 1) PROPOSED DEAL Please delete where not applicable: a) Stock / Investment name: - Is the above a Threadneedle product? (Note you must YES/NO Which Fund? deal directly with Threadneedle) - Is the above an ISA/SIPP transaction? YES/NO ISA/SIPP b) Country OR stock exchange listing (e.g. UK or LSE) c) Buy OR Sell: BUY/SELL d) Amount (£ $ etc) OR Nominal (no. of shares): f) Selected Broker (for Non UBS a/cs please ensure that you have you notified your broker account to Front Broker: a/c number: Office Compliance, as required in the P.A. dealing policy, section 2.5) f) How is the transaction to be placed? TELEPHONE / POST / ONLINE Held Not Held Don’t know To the best of your knowledge is the stock held in any of the Threadneedle funds? I confirm the following: I have no unpublished price sensitive information relevant to this transaction. To the best of my belief, Threadneedle Investments has no immediate intention of transacting in the stock (in the next 7 days). I have not recommended transacting in the stock for clients nor is it my intention to do so. Where applicable, I am a fund manager/analyst/dealer within the relevant investment team and have shared this idea with the relevant investment team(s) I have not received any research ratings changes from the Columbia Centralized Research team in the last 7 days which relate to this transaction. For requests to sell a security or close a position, I confirm that I have held the security for longer than 60 days (calculated using LIFO) and have not added to my position in the last 60 days, or that I am selling at a loss. Signature Date 1 For Threadneedle employees who are required to seek pre-approval from Columbia/Ameriprise in addition to obtaining approval through the Central Dealing Desk.


Front Office Compliance Version 1.18		November 2013

32

LOGO

2) (A) AUTHORISATIONS 1. Central Dealing Desk: 2. Executive Director of Fund Management Desk: In addition, For Investment Floor staff deals only, to the best In addition, For Investment Floor staff deals only, to the best of of my knowledge the funds will not be dealing in this my knowledge the funds will not be dealing in this security in security in the next 7 days nor traded in the last 7 days. the next 7 days nor traded in the last 7 days. Print Name: Print Name: Signature: Signature: Date: Time: Date: Time: 3. Authorization Columbia/Ameriprise Compliance Approved Denied Print Name:Signature: Date: Time: INSTRUCTION TO BROKER: Price 2) (B) COMPLIANCE AUTHORISATION - OEICs/SICAVs only Print Name: For Pricing Committee Members Only Signature: For Dealing in Threadneedle OEICs and SICAVs Date: Time:


Front Office Compliance Version 1.18		November 2013

33

LOGO

Appendix 6 - Columbia Wanger Asset Management (CWAM) Personal Account Dealing Policy

Part VII

Part VII –Code Requirements for Ameriprise and Threadneedle Associates

(Note: This section of the Code is applicable only to Ameriprise and Threadneedle associates who have been so notified. Employees of CWAM should disregard this section.)

Ameriprise and Threadneedle associates, who have access to CWAM information, are considered Covered Persons under the Columbia Wanger Asset Management (CWAM) Code of Ethics. As these associates are also subject to the Codes of Ethics of Ameriprise and Threadneedle, respectively, they shall only be subject to certain requirements of the CWAM Code in order to be in compliance, as identified in this Part VII of the Code. It is understood that the Ameriprise and Threadneedle Codes of Ethics have been drafted and applied to satisfy the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Investment Company Act”). The following procedures under the CWAM Code are being applied to Ameriprise and Threadneedle associates as a method to prevent and monitor for front-running against CWAM Client Accounts, or the appearance of front-running or any other inherent conflict of interest between fulfilling a fiduciary duty to clients and personal investing.

Ameriprise and Threadneedle associates are required to sign an initial certification acknowledging their coverage under the CWAM Code, re-certify annually, and pre-clear their personal transactions in Reportable Securities through CWAM Compliance. All other requirements of the Code shall be satisfied by their coverage under their respective Codes, however, the sanctions outlined in Part V below shall still apply in the event a Code violation occurs. All bold terms within shall have the definition set forth in Appendix B of this Code, and pre-clearance requirements extend to any accounts or investments over which the Covered Person has Beneficial Ownership , as defined in Appendix A. Procedures are outlined below to allow Ameriprise and Threadneedle associates to meet their pre-clearance requirements as Covered Persons. By certifying to the CWAM Code of Ethics, Ameriprise and Threadneedle associates agree to the procedures that hereby follow.

Pre-clearance of Transactions

The following procedures should be used by Ameriprise and Threadneedle associates to pre-clear personal transactions in Reportable Securities (except exempt transactions covered in Part III C of the CWAM Code of Ethics).

Reportable Securities Pre-clearance Procedures

Step 1: Request authorization from CWAM Compliance to purchase or sell a Reportable Security by sending an email to dg.227w-compliance_dept@bankofamerica.com , or Joe LaPalm, Margaret Julian, or Jennifer Hartigan.

Step 2: In the email request, indicate what security you are intending to purchase or sell, and the ticker symbol of the security.

Step 3: Await confirmation for pre-clearance from CWAM Compliance to continue the pre-clearance process.

Step 4: If pre-clearance is received from CWAM Compliance, you must also pre-clear your transaction according to the Ameriprise or Threadneedle Codes, as applicable. If pre-clearance is denied you may not place your transaction.

Step 5: Please retain a copy of the pre-clearance confirmation from CWAM Compliance for your records.

B.	Reporting and Certifications

1. Initial Certification


Front Office Compliance Version 1.18		November 2013

34

LOGO

Ameriprise and Threadneedle associates must complete an Initial Certification (Form A) and return it to CWAM within 10 days of becoming a Covered Person under the CWAM Code. Associates need not list their personal accounts and securities holdings along with Form A, but CWAM will be able to access this information through Ameriprise and Threadneedle Compliance, as needed.

2. Annual Certification

Ameriprise and Threadneedle associates must complete an Annual Recertification (Form C) and return it to CWAM within 25 days of year-end. In doing so, associates affirm their understanding of the Code and acknowledge and accept their responsibilities. Associates do not need to list their holdings on Form C, but must certify that they have reported their holdings as required by the Ameriprise or Threadneedle Codes.

3. Quarterly Reporting

Ameriprise and Threadneedle associates are not required to supply CWAM with a holdings or transaction report each quarter, however CWAM may access trade information from Ameriprise or Threadneedle Compliance.

C.	Penalties for Non-Compliance

Ameriprise and Threadneedle associates who fail to comply with the pre-clearance procedures described in this section of the CWAM Code of Ethics, or fail to supply an annual certification, will be considered to be in violation of the CWAM Code of Ethics. The acts or failures to act in accordance with the CWAM Code of Ethics will be reviewed by the CWAM Code of Ethics Committee, and the associate will be subject to potential sanctions as described in Part V of the Code. These sanctions may or may not be in addition to any imposed by Ameriprise or Threadneedle for a Code violation.

Part V - Penalties for Non-Compliance

Upon discovering a violation of the Code, Compliance shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal, etc.). Following those corrective efforts, the Committee may impose disciplinary sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate. The magnitude of the potential disciplinary sanctions varies with the severity of the breach of the Code, although repeat offenders will likely be subjected to more serious sanctions. It is important to note that breaches of the Code may occur without employee fault (e.g., despite pre-clearance). In those cases, disciplinary action may not be warranted, although remedial steps may still be necessary. Breaches of the Code include, but are not limited to the following:

•

Execution of a personal securities transaction without pre-clearance;

•

Execution of a personal securities transaction with pre-clearance, but Client account activity in the same issuer occurs within seven days of the employee’s personal securities transaction;

•

Execution of a personal securities transaction after being denied approval;

•

Profiting from short-term trading of Reportable Securities (60 calendar days);

•

Trading Reportable Funds in violation of the 60 day restriction;

•

Failure to disclose the opening or existence of an Investment Account;

•

Failure to obtain prior approval of a purchase of an IPO or shares in a Limited Offering; and

•

Failure to timely complete and return periodic certifications and acknowledgments.

The Committee will consider the specific facts and circumstances of any actual or potential breaches of the Code and will determine whether disciplinary action would be appropriate and, if so, the level of disciplinary sanction which should be applied. Factors to be considered during any review would include but are not limited to:

•

Whether the act or omission was intentional or voluntary;

•

Whether mitigating or aggravating factors existed;

•

The person’s history or prior breaches of the Code;

•

The person’s cooperation, acknowledgment of transgression and demonstrable remorse;

•

The person’s position within the firm (i.e., whether the employee is deemed to be a Covered Person or Investment Person);

•

Whether the person transacted in the security of an issuer in which his/her product area has invested or could invest;


Front Office Compliance Version 1.18		November 2013

35

LOGO

•

Whether the person was aware of any information concerning an actual or contemplated investment in that same issuer for any Client account; and

•

Whether the price at which the personal securities transaction was effected was more advantageous than the price at which the Client transaction in question was effected.

The type of potential disciplinary sanctions which may be imposed include, but are not limited to, oral or written warnings, trade reversals, monetary fines, suspension or termination of personal trading privileges and suspension from or termination of employment. Failure to adhere to the Code provisions and cooperate with Compliance could also affect a person’s performance review, potentially having an impact on compensation.

Appendix A - Beneficial Ownership

Definitions


Front Office Compliance Version 1.18		November 2013

36

LOGO

Examples of How the Definition of Beneficial Ownership is Applied

Set forth below are some examples of how the definition of Beneficial Ownership is applied in different contexts.

•

Appendix B - Definitions

Terms used in this Code that are capitalized and bolded have a special meaning. To understand the Code, you need to understand the definitions of these terms below.

“ Automatic Investment Plan ” means a plan or other program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a pre-determined schedule and allocation. These may include payroll deduction plans, issuer dividend reinvestment programs,


Front Office Compliance Version 1.18		November 2013

37

LOGO

401(k) automatic investment plans, or the annual vesting of units into shares in a Mutual Fund Incentive Program.

“ BAC ” means Bank of America Corporation and its affiliates.

“ BAC Retirement Plan ” means any retirement plan sponsored by BAC for the benefit of its employees.

“ CCO ” means CWAM’s Chief Compliance Officer or his/her designee.

“ Client ” means any entity to which CWAM provides financial services.

“ Client Account ” means any investment management account or fund for which CWAM acts as investment advisor or sub-advisor.

“ Closed-end Fund ” refers to a registered investment company whose shares are publicly traded in a secondary market rather than directly with the fund.

“ Covered Person ” is a person to whom this Code applies, including but not limited to CWAM officers, employees, and support partners.

“ Federal Securities Laws ” means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934

(15 U.S.C. 78a –mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999)), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 –5314;

5316 – 5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of Treasury.

“ Influence or Control ” has the meaning set forth in Appendix A, and refers to a person’s direct or indirect ability to affect the management of securities.


Front Office Compliance Version 1.18		November 2013

38

LOGO

“ Late Trading ” is the illegal trading of mutual funds wherein an order is placed after the fund is closed for the day and the transaction is priced using the closing price for that day.

“ Reportable Fund ” means shares of any open-end mutual fund registered under the Investment Company Act, other than money market funds or other short-term bond funds, whose investment adviser, sub-adviser or principal underwriter is controlled by Bank of America Corporation. The following companies are deemed to be controlled by Bank of America Corporation for purposes of this Code: Columbia Management Advisors, LLC, Banc of America Investment Advisors, Inc., Bank of America Capital Advisors, LLC, BACAP Alternative Advisors, Inc., Columbia Management Distributors, Inc., Columbia Management Pte. Ltd., Columbia Wanger Asset Management LP, Banc of America Capital Management (Ireland), Limited, US Trust Hedge Fund Management, Inc., IQ Investment Advisors LLC, Merrill Lynch Alternative Investments LLC, Roszel Advisors, LLC, Managed Account Advisors LLC. A list of Reportable Funds as of the date of the last revision of this Code is attached hereto as Appendix D.

1.	Direct obligations of the United States Federal Government.

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

3.	Insurance company general accounts (short-term cash equivalent options of a variable life insurance policy).

4.	Shares of a money market fund or other short-term income or short-term bond funds.

5.	Shares of any open-end mutual fund, including any shares of a Reportable Fund.

6.	Futures and options on futures. However, a proposed trade in a “single stock future” (a security future which involves a contract for sale for future delivery of a single security) is subject to the Code’s pre-clearance requirement.

If you have any question or doubt about whether an investment is a Reportable Security under this Code, ask Compliance.


Front Office Compliance Version 1.18		November 2013

39

LOGO

Form A

INITIAL CERTIFICATION

For New CWAM Covered Persons – Employees of Ameriprise or Threadneedle

Please complete this form and submit it to the CWAM Compliance Department no later than 10 days after you become a Covered Person of Columbia Wanger Asset Management.

Name :

(Please initial the following)

1.	Code of Ethics Classification

I understand and agree for purposes of the CWAM Code that as an Ameriprise or Threadneedle Associate with CWAM access, I am classified as a Covered Person, and subject to certain requirements of the Code (as described in the Overview and Part VII of the CWAM Code), in addition to any requirements under the Ameriprise or Threadneedle Codes of Ethics.

2.	Personal Holdings

I agree to report my holdings and transactions in accordance with the requirements of the Ameriprise or Threadneedle Code of Ethics, as applicable to me, and understand that CWAM may access these holdings and transactions from my compliance department.

3.	Pre-Clearance

I agree to pre-clear my personal transactions with CWAM, in accordance with Part VII of the CWAM Code.


Signature:				Date:


Front Office Compliance Version 1.18		November 2013

40

TURNER INVESTMENTS, L.P.

CODE OF ETHICS AND PERSONAL TRADING POLICY

STANDARDS OF BUSINESS CONDUCT:

Turner Investments, L.P. (“Turner”) owes a fiduciary duty to all of its clients. All Turner employees have an affirmative duty of utmost good faith to deal fairly, to act in our clients’ best interests at all times, and to make full and fair disclosure of material facts. To fulfill this duty:

We shall conduct business in a fair, lawful, and ethical manner;

We at all times shall furnish individualized, competent, disinterested, and continuous advice to our clients regarding the sound management of their investments;

We shall develop a reasonable, independent basis for our investment advice;

We shall offer our clients only those pre-approved products/services that have been determined to be appropriate for their specific needs and which provide fair value;

We shall respect and protect the right to privacy of all our clients by keeping all information about clients (including former clients) in strict confidence;

We shall seek to obtain best execution on behalf of each client, and brokers are selected with a view to obtaining best execution. Turner believes that best execution is typically achieved not by negotiating the lowest commission rate, but by seeking to obtain the best overall result (including price, commission rate and other relevant facts) for the client, all as more fully set forth in Turner’s Best Execution Policy in its Compliance Manual;

We shall avoid and eliminate all actual or apparent conflicts of interest because we owe our clients undivided loyalty. When a conflict cannot be avoided or eliminated, full and fair disclosure of the conflict shall be made to the parties involved;

Management of Turner shall lead by example, creating an environment encouraging honesty and fair play by all employees in the conduct of his or her duties; and

Management of Turner shall review (and find acceptable) the qualifications, experience and training of all individuals prior to assigning any supervisory responsibilities.

COMPLIANCE WITH FEDERAL SECURITIES LAWS:

Employees must comply with all applicable federal securities laws. Employees shall have and maintain sufficient knowledge of all laws that govern their duties and profession. Compliance with applicable federal securities laws is an essential part of upholding our fiduciary duty to our clients.

Employees are not permitted in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

To defraud such client in any manner;

To mislead such client, including by making a statement that omits material facts;

To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;

To engage in any manipulative practice with respect to such client; or

To engage in any manipulative practice with respect to securities, including price manipulation.

PREVENTION OF MISUSE OF MATERIAL NONPUBLIC INFORMATION:

To guarantee professional, candid, and confidential relationships to our clients, employees shall maintain the confidentiality of all information entrusted to us by our clients. Material, nonpublic information about Turner’s securities recommendations and about client securities holdings and transactions shall not be misused in violation of the Securities Exchange Act of 1934 or the Investment Advisers Act of 1940, or the rules and regulations thereunder. This information is not to be used for personal gain or to be shared with others for their personal benefit.

Turner’s policy and procedures for the prevention of insider trading set forth elsewhere in its Compliance Manual are incorporated into this Code of Ethics.

REPORTING OF PERSONAL INVESTMENTS AND TRADING (PERSONAL TRADING POLICY):

Personal investments: An employee should consider himself the beneficial owner of those securities held by him, his spouse, his minor children, a relative who shares his house, or persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.

Employees are barred from purchasing any securities (to include Common Stock and related Options, Convertible securities, Options, or Futures on Indexes) in which the firm has either a long or short position. If an employee owns a position in any security, he must get written pre-clearance from the Chairman or President to add to or sell the position; pre-clearance of sales of securities may be obtained from the Chief Operating Officer if the Chairman or President is not available. ALL SECURITY TRANSACTIONS (BUY OR SELL) REQUIRE WRITTEN CLEARANCE IN ADVANCE. Approval is good for 48 hours; if a trade has not been executed, subsequent approvals are necessary until the trade is executed. The Exception Committee (including the Chairman, President, and Chief Compliance Officer) must approve any exceptions to this rule.

Employees may not purchase initial public offerings. Transactions in private placements/limited partnerships, closed-end funds and exchange traded funds require written pre-clearance. Mutual fund and 529 Plan transactions are excluded from pre-clearance, including open-end exchange traded funds. All mutual funds for which Turner serves as investment adviser or sub-adviser must be reported. Transactions in individual securities in IRAs, and Rollover IRAs that are self-directed (i.e. stocks or bonds, not mutual funds), and ESOP’s (employee stock ownership plans) require pre-clearance. Pre-clearance is not required for non-volitional transactions, including automatic dividend reinvestment and stock purchase plan acquisitions, gifts of securities over which an employee has no control of the timing of the gift, and transactions that result from corporate action applicable to all similar security holders (such as stock splits, tender

offers, mergers, stock dividends, etc.). Non-volitional transactions should be reported. The Exception Committee (including the Chairman, President, and Chief Compliance Officer) must approve any exceptions to this rule.

D.	Blackout Restrictions: Employees are subject to the following restrictions when their purchases and sales of securities coincide with trades of Turner Clients (including investment companies):

Purchases and sales within three days following a client trade. Employees are prohibited from purchasing or selling any security within three calendar days after a client transaction in the same (or a related) security. The Exception Committee must approve exceptions. If an employee makes a prohibited transaction without an exception the employee must unwind the transaction and relinquish any gain from the transaction to charity.

Purchases within seven days before a client purchase. An employee who purchases a security within seven calendar days before a client purchases the same (or a related) security is prohibited from selling the security for a period of six months following the client’s trade. The Exception Committee must approve exceptions. If an employee makes a prohibited sale without an exception within the six-month period, the employee must relinquish any gain from the transaction to charity.

Sales within seven days before a client sale. An employee who sells a security within seven days before a client sells the same (or a related) security must relinquish to charity the difference between the employee’s sale price and the client’s sale price (assuming the employee’s sale price is higher). The Exception Committee must approve exceptions.

These restrictions do not apply to proprietary investment partnerships for which the firm acts as an adviser in which the officers and employees of the adviser have an equity interest of less than 50%.

Short Term Trading Rule - Employees may not take profits in any individual security in less than 60 days (includes Options, Convertibles and Futures). If an individual must trade within this period, the Exception Committee must grant approval or the employee must relinquish such profits to charity. The closing of positions at a loss is not prohibited. Options that are out of the money may be exercised in less than 60 days. Turner’s proprietary partnerships may take profits in less than 60 days. Mutual fund transactions are excluded from this rule.

F.	Reporting: Consistent with the requirements of the Investment Advisers Act of 1940 - Rule 204 and with the provisions of Rule 17j-1 of the Investment Company Act of 1940, all employees are considered access persons and must submit the following:

Initial Holdings Report - within ten (10) days of hire, all new employees are required to file a signed and dated Initial Holdings Report, setting forth the title, type of security and exchange ticker symbol or CUSIP number, the number of shares, and the principal amount of each covered security in which they have any direct or indirect beneficial ownership; and the name of any broker, dealer, or bank with whom an account is maintained in which any covered securities are held for their direct or indirect benefit. The information must be current as of a date no more than 45 days prior to the date the person becomes an employee.

Annual Holdings Report - on an annual basis, all employees are required to file within thirty (30) days of year-end a signed and dated Annual Holdings Report listing

all securities beneficially owned as of December 31 ^st . Within this Report, all employees must list the title and exchange ticker symbol or CUSIP number, the number of shares, and the principal amount of each covered security in which they had any direct or indirect beneficial ownership; and the name of any broker, dealer, or bank with whom an account was maintained in which any covered securities were held for their direct or indirect benefit. The information must be current as of a date no more than 45 days prior to the date the report was submitted.

Quarterly Transaction Reports - All employees must disclose and certify within ten (10) days following the end of each calendar quarter all transactions they have executed during the preceding calendar quarter, and provide duplicate statements/confirmations. For each transaction, employees are required to report the date of the transaction, the title, type of security, and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each covered security involved; the nature of the transaction (i.e., purchase, sale, or other type of acquisition/disposition); the price at which the transaction was effected; the name of any broker, dealer, or bank through which the transaction was effected; and the date the employee certifies. Statements/confirms are reviewed by the Turner Compliance Department. Transactions in brokerage accounts, IRAs, Rollover IRAs (which are self-directed), ESOPs, private placements, and limited partnerships must all be reported.

Annual Certification - All employees are required to certify annually to the Compliance Department that: (i) they have read and understand the Personal Trading Policy/Code of Ethics; (ii) they have complied with all requirements of the Personal Trading Policy/Code of Ethics; and (iii) they have reported all transactions required to be reported under the Personal Trading Policy/Code of Ethics.

All employees are also required in connection with their reporting to direct their brokers to provide monthly, quarterly and transaction by transaction confirmations of all brokerage account activity separately to Turner’s Compliance Department.

G.	Violation of the Personal Investments/Code of Ethics policy may result in disciplinary action, up to and including termination of employment.

CFA INSTITUTE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT:

Turner has incorporated the CFA Institute Code of Ethics and Standards of Professional Conduct into its Code of Ethics. The CFA Institute Code and Standards can be found at: http://www.cfainstitute.org/learning/products/publications/ccb/Pages/ccb.v2010.n14.1.aspx

CODE VIOLATIONS AND REPORTING OF CODE VIOLATIONS:

Violation of the Code of Ethics may result in disciplinary action, up to and including termination of employment.

Employees shall promptly report any violations of the Code of Ethics to Turner’s Chief Compliance Officer. Such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. The sooner the Compliance Department learns of a violation, the sooner Turner can take corrective measures.

ACKNOWLEDGED RECEIPT OF CODE OF ETHICS:

Turner will make available to all employees a copy of its Code of Ethics and any material amendments. Employees are required to acknowledge, in writing, their receipt of the code and any material amendments.

ANNUAL REVIEW:

The Chief Compliance Officer will review, at least annually, the adequacy of the Code and the effectiveness of its implementation.

Trading Disclosures and Holdings Report Policy

As you are aware, Turner must comply with the industry’s ethics rules. We may have taken a broader stance than other companies regarding Trading Disclosures and Holdings Reporting, but it is this strict code of ethics and attention to detail that has made Turner what it is today, an employer of choice and leader within our industry.

As employees of Turner, we agree to abide by internal policies and procedures. We must be aware that quarterly Trading Disclosures and Holdings Reporting is a requirement of our employment at Turner.

I T IS YOUR INDIVIDUAL RESPONSIBILITY TO PROVIDE THIS INFORMATION , WITHIN 10 DAYS OF THE CLOSE OF THE QUARTER END .

W E HOLD SPECIAL APPRECIATION FOR THOSE INDIVIDUALS WHO HAVE COMPLIED STRICTLY AND CONSISTENTLY , AND SUPPORT THEIR GOOD EFFORTS IN THAT REGARD .

WE WILL NOT TOLERATE A VIOLATION OF THIS POLICY; THEREFORE A PENALTY MUST BE SET FOR THOSE WHO CONSCIOUSLY DISREGARD THIS POLICY. ANY EMPLOYEE WHO HAS NOT MET THE REQUIREMENTS OF THE TRADING DISCLOSURES AND HOLDINGS REPORT POLICY AND PROVIDED SUCH INFORMATION TO THE COMPLIANCE DEPARTMENT BY THE CLOSE OF BUSINESS ON THE 10TH DAY AFTER QUARTER END WILL BE SUBJECT TO DISCIPLINARY ACTION. SUCH DISCIPLINARY ACTION MAY INCLUDE A WRITTEN DISCIPLINARY LETTER TO BE INCLUDED IN THE EMPLOYEE’S PERMANENT EMPLOYMENT RECORDS OR A REQUIREMENT THAT THE EMPLOYEE LEAVE THE PREMISES AND STAY AWAY WITHOUT PAY UNTIL THE REPORT HAS BEEN FILED.

Future disregard of this policy by any individual will result in further disciplinary action (including the possibility of termination), the severity depending on the liability such disregard places upon Turner, among other factors.

Last Amended: January 31, 2013

LOGO

Victory Capital Management Inc.

Code of Ethics

Effective August 1, 2013

Last updated November 21, 2013


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

Table of Contents


I	Introduction	3
II	Executive Summary	3
III	Definitions	4
IV	Culture of Compliance	5
V	Policy Statement on Insider Trading	6
VI	Conflicts of Interest	8
VII	Standards of Business Conduct	11
VIII	Standards of the Victory Capital Management Code of Ethics	11
IX	Sanction Guidelines	16
X	Reporting to the Board of Directors	17
	List of Advised and Sub-Advised Funds	Appendix I
	Approved Broker List	Appendix II


		Page 2 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

I. Introduction

Victory Capital Management Inc. (“Victory”) is a Registered Investment Adviser and has a fiduciary responsibility to its clients. Both employees and representatives of Victory have a responsibility to aspire to the highest ethical principles. Moreover, each employee is required to comply with all applicable Federal and State Securities Regulations. The Victory Code of Ethics, (“Code”) describes duties to clients and to Victory. The Code also describes additional obligations under applicable regulations, and sets forth certain standards that have been adopted by Victory to ensure its employees fulfill such duties and obligations.

Victory Capital Advisers, Inc., a Victory affiliate, is a registered broker dealer and principal underwriter of the Victory Funds and adopted this Code in compliance with Rule 17j-1(b) of the Investment Company Act of 1940, as amended, (“Investment Company Act”) on December 15, 2007, and all subsequent revisions.

II. Executive Summary

Victory recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, and our industry, Victory has implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary to our clients.

Consequently, material violation(s) of the Code will be subject to harsh sanctions. Systemic issues regarding violations of the Code may result in additional limitations on personal securities trading or other sanctions being imposed by the Victory Board of Directors.

As we have witnessed in the markets, reputation is extremely important. Victory will not tolerate blemishes on the firm’s record as a result of careless personal trading.


		Page 3 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

III. Definitions

“Access Personnel” or “Access Person” - any employee of Victory or anyone deemed an Access Person by the Chief Compliance Officer (“CCO”) unless otherwise determined by the CCO to be exempt from this definition.

“Beneficial Interest” - the following persons or entities having the opportunity to profit or share directly or indirectly in any profit derived from such.

•

Any employee.

•

Any member of the employee’s immediate family sharing the same household.

•

Any partnership as to which the employee is a general partner.

•

Any account for which (a) the employee is the trustee and such employee or any member of his or her immediate family is a beneficiary, (b) the employee is a beneficiary and controls or shares control of the trust’s investments, or (c) the employee is a settler, has the power to revoke the trust without the consent of another person and shares investment control over the trust’s investments.

“Managed Accounts” - fee-based managed accounts or brokerage accounts over which the broker has full discretion.

“Material Violation” - may include any or all of the following:

•

An intentional violation of the Standards of Business Conduct. (See Section VII)

•

Any violation deemed material by the CCO with the concurrence of the Compliance Committee and the Victory Board of Directors.

“Personal Account” - brokerage account in which an employee retains investment discretion. For the purposes of this definition, Personal Account does not include Proprietary Account.

“Proprietary Account” – Fund or Product where Victory and or its employees, collectively, have a personal interest that makes up 25% or more of the Fund or Product.

“Portfolio Management Teams” - all members of a portfolio management team including all research analysts and market traders as defined by Compliance.

“Reportable Fund” or “Fund” – any registered investment company for which Victory is an investment adviser or a sub-adviser, or any registered investment company whose investment adviser or principal underwriter controls Victory, is controlled by Victory, or is under common control with Victory. (See Appendix I)

“Reportable Security” - a security other than the following excluded securities: (i) direct obligations of the Government of the United States, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements, (iii) shares issued by money market funds, (iv) and open-ended investment companies that are not managed by Victory, none of which are reportable.


		Page 4 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

IV. Culture of Compliance

The primary objective of Victory’s business is to provide value, through investment advisory and other financial services, to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals and pension funds.

Victory requires that all dealings on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, Victory is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty.

When dealing with, or on behalf of, a client, every employee must act solely in the best interests of that client. In addition, various comprehensive statutory and regulatory structures such as the “Investment Company Act”, the Investment Advisers Act of 1940, as amended, (“Advisers Act”) and the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), all impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities to clients. Victory and its employees must comply fully with these rules and regulations. The Legal, Compliance and Risk Department personnel are available to assist employees in meeting these requirements.

All employees are expected to adhere to the high standards associated with our fiduciary obligations, including the exercise of care and loyalty to clients, competency, diligence and thoroughness, and trust and accountability. Further, all employees must actively work to avoid the possibility that the advice or services we provide to clients is, or gives the appearance of being, based on the self-interests of Victory or its employees and not the clients’ best interests.

Since no set of rules can anticipate every possible situation, it is essential that employees and representatives follow these rules in letter and in spirit. Any activity that compromises Victory’s integrity, even if it does not expressly violate a rule, may result in scrutiny or further action from the CCO. In some instances, the CCO holds discretionary authority to apply exceptions under the Code based on sufficient cause. In the CCO’s absence, the CCO may delegate his or her authority to the Chief Legal Officer (“CLO”).

Our fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as one’s personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the Sections that follow.


		Page 5 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

V. Policy Statement on Insider Trading

A. Introduction

Victory seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by our clients is something we should value and endeavor to protect. To further that goal, this Policy Statement implements procedures to deter the misuse of material, non-public information in securities transactions.

Trading securities while in possession of material, non-public information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include fines of up to $1,000,000 and / or ten years imprisonment. The Securities and Exchange Commission (SEC) can recover the profits gained or losses avoided through volatile trading, a penalty of up to three (3) times the illicit windfall, and an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

Regardless of whether a regulatory inquiry occurs, Victory views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, up to and including dismissal.

B. Scope of the Policy Statement

This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by Access Persons and any personal accounts in which they have beneficial interests.

The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. You should direct any questions relating to the Policy Statement to the CCO, or his or her designee within the Legal, Compliance and Risk Department. You also must notify Compliance immediately if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur.

C. Policy Statement

No person to whom this Policy Statement applies, may trade, either personally or on behalf of others, while in possession of material, non-public information; no personnel of the Adviser may communicate material, non-public information to others in violation of the law. This section reviews principles important to the Policy Statement.


		Page 6 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

1.	What is Material Information?

Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this information, when disclosed, will have a substantial effect on the price of a company’s securities. You should direct any questions about whether information is material to Compliance.

Material information often relates to a company’s results and operations including, for example, dividend changes, earning results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the U.S. Supreme Court has upheld the criminal convictions of insider trading defendants who capitalized on prepublication information from the Wall Street Journal ’s “Heard on the Street” column.

2.	What is Non-Public Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones “tape” or the Wall Street Journal or some other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely.

3.	Identifying Inside Information

Before executing any trade for yourself or others, including client accounts, you must determine whether you have access to material, non-public information. If you think that you might have access to material, non-public information, you should take the following steps.

(a)

Report the information and proposed trade immediately to Compliance.

(b)

Do not purchase or sell the securities on behalf of yourself or others, including the Accounts.

(c)

Do not communicate the information inside or outside the Adviser, other than to Compliance, and your supervisor if necessary.

(d)

After Compliance reviews the issue, Victory will determine whether the information is material and non-public and, if so, what action the firm should take.

You should consult with Compliance before taking any action. This degree of caution will protect you, your clients and the firm.


		Page 7 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

4.	Contact with Public Companies

The Adviser’s contacts with public companies represent an important part of our research efforts. The Adviser may make investment decisions on the basis of the firm’s conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an employee or other person subject to this Policy Statement becomes aware of material, non-public information. This could happen, for example, if a company’s Chief Financial Officer were to prematurely disclose quarterly results to an analyst, or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Adviser must make a judgment as to their further conduct. To protect yourself, your clients and the firm, you should contact Compliance immediately if you believe that you may have received material, non-public information.

5.	Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of material, non-public information regarding a tender offer received from the tender offer-or, the target company or anyone acting on behalf of either. Employees and others subject to this Policy Statement should exercise particular caution any time they become aware of non-public information relating to a tender offer.

VI. Conflicts of Interest

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of Victory’s clients or to the interests of Victory shareholders.

A conflict situation can arise when a Victory employee takes actions or has interests (business, financial or otherwise) that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may arise, for example, when a Victory employee, or a member of his or her family, receives improper personal benefits (including personal loans, services, or payment for services that the Victory employee performs in the course of Victory business) as a result of his or her position at Victory, or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise when a Victory employee, or a member of his or her family, holds a significant financial interest in a company that does a significant amount of business with Victory or has outside business interests that may result in divided loyalties or compromise independent judgment. Moreover, conflicts may arise when making securities investments for Personal or Proprietary Accounts or when determining how to allocate trading opportunities.

Conflicts of interest can arise in many common situations, despite one’s best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield you from liability for personal trading or other conduct that violates your fiduciary duties to our clients. Victory employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. If you have questions about a particular situation or become aware of a conflict or potential conflict, you


		Page 8 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

should bring it to the attention of your supervisor, the CCO or a representative of the Legal, Compliance and Risk Department.

The following areas represent many common types of conflicts of interests however; the list is not intended to be an exclusive list. In these instances, Victory employees must follow these procedures set forth below:

•

Gifts – Although gifts are often acceptable and considered a courtesy, gifts may also have the intent of improperly influencing the recipient. Therefore, gifts of nominal value may be accepted or provided from present or prospective customers, suppliers, or vendors with whom a Victory employee maintains an actual or potential business relationship. However, Victory employees must disclose via the Legal, Compliance and Risk Department’s electronic reporting system all gifts in excess of $10 and in general, the gift may not exceed, in the aggregate $100 in value, from any one individual/entity in any calendar year, unless approval is obtained from the employee’s direct supervisor and CCO. Please note, no lavish gifts may be provided or accepted. Furthermore, gifts of prizes in cash, check, cash card, or other cash equivalent in any amount is not permitted. A Victory employee is prohibited from soliciting, demanding, or accepting anything of value with intent to be influenced or rewarded in connection with any business transaction or relationship involving Victory. See Victory’s Gifts and Entertainment Policy for more information.

•

Entertainment – Entertainment that facilitates the discussion of business and fosters good business relationships is welcomed as long as the entertainment event, in excess of $10 per occurrence, is disclosed via the Legal, Compliance and Risk Department’s electronic reporting system. Entertainment provided to any employee from present or prospective customers, suppliers, or vendors must be reported on a timely basis. If the customer, supplier or vender is not present, the entertainment is considered a gift. Victory employees are not permitted to engage in lavish entertainment or entertainment that is not reasonable or customary to the employee’s type of business. Also, entertainment should not be accepted from a vendor or business partner who is actively bidding for, negotiating, or re-negotiating business with Victory. See Victory’s Gifts and Entertainment Policy for more information.

•

Personal Political Activities and Contributions – Victory employees may participate in the political process and may make personal political contributions, as long as the contributions are pre-approved by the Legal, Compliance and Risk Department via the Legal, Compliance and Risk Department’s electronic reporting system and employees participate in the process as individuals not as representatives of Victory. An employee may make aggregate contributions of up to $350 per election, per candidate if the employee is entitled to vote for the candidate. If the employee cannot vote for the candidate, then the aggregate limit is $150 per election. All contributions must be pre-approved by the Legal, Compliance and Risk Department. See Victory’s Political Contributions Policy for more information on permitted activities and the disclosure procedure.


		Page 9 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

•

Holding Political Office/Appointments – A Victory employee must avoid a political appointment which may conflict with the performance of the employee’s duties for Victory. Prior written approval must be obtained from the CCO before holding political office and the activity must be reported annually to the Legal, Compliance and Risk Department. Also, an employee must remove himself/herself from discussions and decisions regarding Victory, its products and services and when Victory may be a competitor for the business.

•

Bequests – A bequest is the act of leaving or giving something of value in a will. The acceptance of a bequest from a client or business partner may raise questions about the propriety of that relationship. You must report any potential or actual bequest in excess of $100 made to you by a client, vendor, or business partner under a will or trust agreement to the Legal, Compliance and Risk Department. Such bequests shall be subject to the approval of the employee’s manager and CCO.

For additional information on any of these potential conflicts, please contact a member of the Leal and Compliance Department.

S ERVICE AS A D IRECTOR

No employee of Victory may serve on the board of directors of any publicly traded company absent prior approval of the CCO and the Chief Executive Officer (CEO) based upon a determination that such board service would be consistent with the interests of any investment company as to which Victory serves as an investment adviser and to its shareholders. Service on the board of directors of a for-profit or public company must also be pre-approved by the employee’s direct manager and the CLO or Chief Compliance Officer.

O THER P ROHIBITIONS ON C ONDUCT

Besides the specific prohibitions contained elsewhere in the Code, Victory employees are, of course, subject to a general requirement not to engage or participate in any act or practice that would defraud Victory clients. This general prohibition includes:

•

Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client;

•

Omitting to state (or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances) a material fact, thereby creating a materially misleading impression;

•

Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, our clients;

•

Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to you or anyone other than our clients;

•

Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to you or anyone other than our clients;


		Page 10 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

•

Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”);

•

Revealing to any other person (except in the normal course of your duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions; or

•

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

VII. Standards of Business Conduct

•

Every employee has a duty to place the interests of any Victory client account first and not take advantage of their positions at the expense of Victory or its clients.

•

Victory employees must not mislead or defraud its clients in any statement, act or manipulative practice.

•

All personal securities transactions must be conducted in a manner to avoid any actual, potential or appearance of a conflict of interest, or any abuse of employee’s position of trust and responsibility with Victory.

•

Victory employees may not induce or cause a client to take action, or not to take action, for personal benefit.

•

Victory employees may not share portfolio holdings information except as permitted under Victory Policy B-15, Disclosures of Portfolio Securities.

VIII. Standards of the Victory Capital Management Code of Ethics

A. Personal Trading and Limitations

Access Personnel must maintain adequate records of all personal securities transactions.

Access Personnel may open and maintain fee-based managed accounts or brokerage accounts where the broker has full discretion (“Managed Accounts”). There are no limitations on types of securities held in Managed Accounts. The following requirements must be met:

•

Managed Accounts must be submitted and approved in writing by the Legal, Compliance and Risk Department.

•

Brokers carrying the account must provide duplicate confirmations or an electronic data feed of each transaction in the account to Compliance.

•

Access Persons must not exercise any control or influence over the transactions.

Access Personnel may open and maintain personal brokerage accounts with brokers on the Approved Broker List (see Appendix II) in which they retain investment discretion (“Personal accounts”). Managed and Personal accounts held outside of the Approved Broker List as of December 31, 2013 or, sixty days after the date of employment for new employees, will be grandfathered under the Approved list as long as employees agree to an annual $90 fee to process such account. Victory Compliance must receive duplicate confirmations or electronic feeds for each transaction directly from the broker.


		Page 11 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

Access Personnel acknowledge and agree that VCM may request and obtain information regarding personal trading activity and accounts from broker dealers. VCM may use personal information, including name, address and social security numbers, to identify and verify employee accounts. Duplicate confirmations and electronic data feeds from these broker dealers that include such information may be provided directly to a compliance vendor selected by VCM to monitor compliance with this Code.

Access Personnel may hold and trade the following securities (“Allowable Securities”) in Personal Accounts:

•

Mutual Funds

•

Exchange Traded Funds

•

Exchange Traded Notes

•

Index options (i.e. On the S&P 500, not on individual securities)

•

Securities in Periodic Investment Plans (PIP)

•

Securities in existing Dividend Reinvestment Plans

•

Unit Investment Trusts

•

Fixed Income Securities (including Trust Preferred)

In addition, Access Personnel may not purchase equity positions in Personal Accounts. Access Personnel may hold and redeem equity positions but redemptions must be pre-cleared. Redemption requests will be approved based on current holdings of Victory Portfolios, unless otherwise exempted by the CCO.

S HORT -S ELLING IS PROHIBITED .

M ANDATORY H OLDING P ERIOD

All reportable securities purchased by an Access Person must be held for forty-five (45) days. All permitted options purchased by an Access Person must be held for thirty (30) days. Any gains generated by trading a Reportable Security or permitted option within the stated period may be required to be surrendered.

C ONTRA -T RADING R ULE

No Victory Portfolio Manager or his or her respective team member(s) may sell a security in a personal account that is held in any account which he or she manages for Victory unless he or she receives prior written approval from either the CCO, or his or her designee within the Legal, Compliance and Risk Department.

B. Employee Reporting and Pre-Clearance Requirements

The following requirements are required under the Code of Ethics. Failure to comply will result in possible sanctions imposed by the Victory Compliance Committee and Board of Directors.

I NITIAL H OLDINGS R EPORT /A NNUAL H OLDINGS R EPORT

An Initial Holdings Report must be submitted within ten (10) calendar days of becoming an Access Person. No personal trading will be authorized before the Legal, Compliance and Risk Department has received a completed Initial Holdings Report along with a new hire packet unless, CCO approval has been expressly granted. In addition, an Annual Holdings Report must be submitted on an annual basis. Non-Reportable Funds that are held direct with the Fund Company do not need to be reported. Compliance will review and record the date of all reports received.


		Page 12 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

These reports must include the following information:

•

The date when individual became an Access Person (Initial Holdings Report only).

•

The name of each brokerage account regardless of its holdings, in which any securities are held in the beneficial interest of the Access Person. The broker dealer or financial institution holding these accounts must be indicated.

•

Each Reportable Security or Fund in which the Access Person has a beneficial interest must be reported if held in an account, including title, number of shares, and principal amount. Holdings information must be current as of thirty (30) calendar days before the report is submitted.

Q UARTERLY S ECURITIES T RANSACTION R EPORT (STR)

•

The STR must be submitted to Compliance no later than twenty (20) calendar days following the end of each quarter.

•

The report must describe each non-exempt transaction effected during the preceding quarter in any Reportable Security or Fund. Each transaction must include the following information: date, number of shares, principal amount of securities involved, nature of the transaction, price effected by, and the name of the broker dealer or financial institution which affected the transaction.

•

The report must describe any account established in the preceding quarter, and include the following information: account name, account number, name and address of the broker dealer or financial institution at which the account is established, and the date of establishment.

•

Transactions in the following securities and or accounts are exceptions from quarterly reporting requirements:

•

Open-ended investment companies (mutual funds) unless advised or sub-advised by Victory (See Appendix I)

•

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

•

Periodic Investment Plans

•

Dividend Reinvestment Plans

P RECLEARANCE G UIDELINES FOR A LL A CCESS P ERSONNEL

A Personal Trading Request (PTR) is only valid for the date in which Compliance approves the trade.

All Access Personnel must obtain pre-clearance from Compliance via the electronic reporting system for the following Allowable Securities, prior to affecting the transaction in Personal Accounts:

•

Mutual funds which Victory sub-advises

•

Exchange Traded Funds and Exchange Traded Notes

•

Index options

•

Equity redemptions

•

Victory Fund transactions in excess of $1 million or 1% of the outstanding shares, whichever is less, performed by Victory Fund portfolio managers and their individual team members, in the Victory Fund managed by such team (defined as a “Significant Transaction”)

•

Transactions in Proprietary Accounts


		Page 13 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

•

Private placements (including the Victory Capital Series, LLC)

•

Below investment grade fixed income securities

•

Victory Fund transactions are not required to be pre-cleared unless considered a Significant Transaction or if the Fund is a Proprietary Account.

•

Transactions effected in Managed Accounts are not required to be pre-cleared.

C. Additional Requirements

L IMITED O FFERINGS (P RIVATE P LACEMENTS )

No Access Person may acquire a Beneficial Interest in a private placement without the prior approval of the CCO and his or her direct supervisor. Private placements are reportable in the initial placement on the STR. Subsequent capital contributions and full/partial redemptions must be pre-cleared utilizing a PTR submission. This includes Victory Capital Series LLC. This requirement does not include transactions of Victory Capital Holdings securities.

M ARKET T IMING M UTUAL F UND T RANSACTIONS

Access Personnel shall not participate in any activity that may be construed as market timing of mutual funds.

D. Whistleblower Provisions

If an Access Person believes that there has been a violation of any of the rules of this Code, the employee must promptly notify the CCO or CLO. As an alternative, employees may also report anonymously to the Victory Ethics telephone hotline at 800-584-9055 . Access Personnel are protected from retaliation for reporting violations to this Code. Retaliation or the threat of retaliation against an Access Person for reporting a violation constitutes a further violation of this Code and may lead to immediate suspension and further sanctions.

E. Certification of Compliance

Each Access Person is required to certify annually that he or she:

•

has read and understands this Code;

•

recognizes they are subject thereto;

•

has complied with the requirements of this Code;

•

has disclosed or reported all personal securities transactions as required within this Code; and

•

has read and understands compliance policies.

F. Review Procedures

Compliance will maintain review procedures consistent with this Code.


		Page 14 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

G. Sanctions

Each employee is responsible for conducting his or her personal trading activities in accordance with the parameters set-forth within this Code. If an employee violates these parameters, certain sanctions will be enforced. The chart in Section IX demonstrates the violation level and the possible resulting action(s). This chart is not intended to be all inclusive. The CCO and the Compliance Committee may make exceptions to these provisions at their discretion.

Sanctions imposed will correlate to the severity of the violation. The CCO may recommend escalation to the Victory Board of Directors and Compliance Committee. When necessary, the Victory Board of Directors will obtain input from the Compliance Committee and the CCO when determining the materiality of an action.

The CCO holds discretionary authority and in addition to other sanctions, may revoke personal trading privileges for any length of time. Additionally, the Victory CCO and Victory CEO may impose a monetary penalty for the violation(s). The CCO will report all violations and sanctions to the Compliance Committee. The CCO reserves the right to lift personal trading sanctions in response to market conditions.


		Page 15 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

IX. SANCTION GUIDELINE MATRIX


Violation Description		Action(s)
Minor Violation(s) • Employee provides incorrect or incomplete account or trade information. • Employee engages in a pattern of unusual and/or excessive trading. • Employee traded without pre-clearance approval when normally Compliance would have approved the trade if approval had been sought. • Employee did not submit a complete or timely initial or annual holdings report or a securities transactions report. • Employee did not provide Compliance a duplicate confirmation after Compliance notified the employee of the missing duplicate confirmation.		• Legal, Compliance and Risk Department may question employee and document response. • Legal, Compliance and Risk Department will send a warning letter citing the offense. • CCO and The Compliance Committee are notified of those cited with warnings.

Technical Violation(s) • Employee traded without pre-clearance approval or supplied incorrect information when normally Compliance would not have approved the trade if approval had been sought. • Employee fails to report the existence of an account. • Repeat pattern of any violation(s).		• Legal, Compliance and Risk Department may question employee and document response. • Legal, Compliance and Risk Department will send a letter citing the offense. • The Compliance Committee is notified of those cited with warnings. • Human Resources may document violation in employee files. • Employee may be required to break the trade and disgorge profits. • Employee may be barred temporarily from personal trading privileges.

Repeat Technical Violation(s) • Any technical violation of the VCM Code of Ethics repeated by the employee at least two (2) times during the last twelve (12) months.		• CCO meets with Manager and Employee to discuss violation-written attestation. • Human Resources may document violation in employee files. • Employee may be required to break the trade and disgorge profits. • Employee may be barred temporarily from personal trading privileges.

Material Violation/ Fraudulent Violation(s) • Intentional violation of business conduct standards • Front-running, scalping or other evidence of fraud. • Any violation deemed material by the CCO with the concurrence of the Compliance Committee and the VCM Board of Directors		• Compliance Committee will review violations and recommend disciplinary sanctions and penalties up to and including termination. • Material violations trigger reporting to the Board of Directors and clients where applicable. • Possible criminal sanctions imposed by regulators. • $10,000 fine imposed by VCM Board of Directors (Charitable donation- no tax benefit may be realized). • Disgorgement of profits.


		Page 16 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

R ECONSIDERATION

If an Access Person wishes to dispute a violation notice, he or she may submit a written explanation of the circumstances of the violation to the CCO. The CCO and the CEO will review all explanations.

X. Reporting to Victory Fund Board

At least annually, Victory will provide the Victory Fund’s Board of Directors with the following information.

•

Material violations under this Code and any sanctions imposed as a response to the material violation(s).

•

Certification that Victory has adopted procedures necessary to prevent Access Persons from violating this Code.


		Page 17 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

Appendix I

Investment Companies Advised by Victory:

Victory Institutional Funds

Victory Portfolios

Victory Variable Insurance Funds

Private Placements Advised by Victory:

Victory Capital Series, LLC

Investment Companies Sub-advised by Victory:

Wilshire Large Company Growth Portfolio

Vantagepoint Growth Fund

Columbia Management Mid Cap Value Fund

USAA Emerging Markets Fund

Proprietary Accounts:

Victory Select Fund


		Page 18 of 19


Victory Capital Management Code of Ethics		Last updated
Victory Capital Management Code of Ethics		November 21, 2013

Appendix II

Approved Broker List

Ameriprise Financial Services

Charles Schwab

E Trade

Edward Jones

Fidelity Investments

Goldman Sachs

JP Morgan Chase Investments

Merrill Lynch

Morgan Stanley

TD Ameritrade / TD Waterhouse

UBS

Vanguard

Wells Fargo


		Page 19 of 19

LOGO

Nuveen Investments Compliance January 2013

Code of Ethics

Note that capitalized terms have special meanings, as defined in the boxes on pages 2 and 3.

Summary and Scope

What the Code is about

Helping to ensure that Nuveen Investments personnel place the interests of Nuveen clients ahead of their own personal interests.

Who the Code applies to and what the implications are

There are three designations of individuals who are subject to the Code. Compliance will notify you of your designation.

Access Persons

Any Nuveen Employee who meets any of the following criteria:

•

as part of his/her regular duties has access to non-public information concerning the purchase, sale, holdings, or recommendations of securities in any Nuveen-Advised Account or Portfolio

•

is a director or officer of a Nuveen Fund who has been designated an Access Person by Compliance (Independent Directors have their own Code of Ethics and are not subject to this one)

•

has otherwise been designated an Access Person by Compliance

Key characteristics of this designation. An individual may be considered an Access Person of multiple Nuveen advisers or only one. The personal trading of Access Persons (other than Independent Directors) is generally only monitored against the trading activity of the specific adviser(s) for which they have been designated an Access Person.

Investment Persons

Any Access Person who meets either of the following criteria:

•

as part of his/her regular duties either makes or participates in making recommendations or decisions concerning the purchase or sale of securities in any Nuveen-Advised Account or Portfolio

•

has otherwise been designated an Investment Person by Compliance

Key characteristics of this designation . Investment Persons are almost exclusively limited to employees of Nuveen’s investment advisers.

Personal transactions of Investment Persons will be reviewed for conflicts in the period starting 7 calendar days prior to a trade by their associated investment adviser and ending 7 calendar days after a trade by their associated investment adviser. In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by Compliance.

The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which they have been designated an Investment Person.

General Employees

All remaining Nuveen Employees (meaning those who are neither Access Persons nor Investment Persons) Key characteristics of this designation. The personal trading of General Employees is typically monitored against the trading activities of all Nuveen advisers.

The policies in the Code treat General Employees and Access Persons alike, although the Compliance monitoring may differ.

What’s New

Notable changes to this document since the previous version.

•

New employee categories created.

•

Expanded rules around Managed Accounts.

•

New accounts must be reported within 10 days (instead of 30).

•

Trading of a limited number of shares in many stocks is now possible without pre-clearance

•

There is a minimum 30-day holding period for securities (unless you are selling at a loss, or unless it is an ETF).

•

ETFs and closed-end funds are now subject to pre-clearance (unless the “limited number of shares” exception applies).

•

529 Plan accounts and mutual fund accounts in which non-Nuveen Funds are the only possible investment are excluded from all requirements.

[PAGE 2]

Important to understand

Some of our affiliated investment advisers may impose additional rules on the same topics covered in the Code. Check with your manager or local compliance officer if you have questions.

Personal trading is a privilege, not a right. The securities industry is highly regulated and its employees are expected to adhere to high standards of behavior — including with respect to personal trading. Any violation of the Code can have an adverse affect on you, your co-workers, and Nuveen.

The Code does not address every ethical issue that might arise. If you have any doubt at all after consulting the Code, contact Compliance for direction.

The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator). Follow the Code both in letter and in spirit. If you have questions, contact Compliance.

Certain rules formerly in the Code are now in separate policies. This includes the rules concerning outside business affiliations, gifts and entertainment, and state and local political contributions (“pay-to-play”).

Terms with Special Meanings

Within the Code, these terms are defined as follows:

Automatic Investment Plan Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation.

Beneficial ownership Any interest by which you or any Household Member directly or indirectly derives a monetary benefit from the purchase, sale, or ownership of a security or account. You have beneficial ownership of securities held in accounts in your own name, or any Household Member’s name, and in all other accounts over which you exercise or may exercise investment decision-making powers, or other influence or control, including trust, partnership, estate, and corporate accounts or other joint ownership or pooling arrangements.

Code This Code of Ethics.

Domestic Partner An individual who is neither a relative of or legally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such Nuveen Employee.

Federal Securities Laws The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange Commission or the Department of the Treasury:

•

Securities Act of 1933

•

Securities Exchange Act of 1934

•

Investment Company Act of 1940

•

Investment Advisers Act of 1940

•

Sarbanes-Oxley Act of 2002

•

Title V of the Gramm-Leach-Bliley Act

•

The Bank Secrecy Act

Household Member Any of the following who reside, or are expected to reside for at least 60 days a year, in the same household as a Nuveen Employee:

•

spouse

•

Domestic Partner

•

sibling

•

child, stepchild, grandchild

•

parent, stepparent, grandparent

•

mother-in-law, father-in-law

•

son-in-law, daughter-in-law

•

brother-in-law, sister-in-law

Each Household Member is subject to the same pre-clearance and trading restrictions and requirements as his/her related Nuveen Employee.

Independent Director Any director or trustee of a Nuveen Fund advised by Nuveen Fund Advisors, Inc. who is not an “interested person” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.

Managed Account Any account in which you or a Household Member has Beneficial Ownership and for which you have delegated full investment discretion in writing to a third-party broker or investment manager.

Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management, LLC.

Nuveen-Advised Account or Portfolio Any Nuveen Fund or any portfolio, or client account advised or sub-advised by Nuveen.

Nuveen Employee Any full- or part-time employee of Nuveen, including consultants and temporary workers who expect to work at Nuveen more than 60 days in a 12-month period.

Nuveen Fund Any open- or closed-end fund advised or sub-advised by Nuveen.

Reportable Account Any account of which you or a Household Member has Beneficial Ownership AND in which securities can be bought or held. This includes, among others:

•

all Managed Accounts

•

any Nuveen 401(k) plan account

•

any direct holding in a Nuveen Fund maintained with BFDS as transfer agent

•

any former employer’s retirement account or health savings account (HSA) that permits the purchase of any Reportable Security (such as company stock or Nuveen Funds)

The following are NOT considered Reportable Accounts:

•

charitable giving accounts

•

529 college savings accounts

•

accounts held directly with a mutual fund complex in which non-Nuveen Funds are the only possible investment

Reportable Security Any security except:

•

direct obligations of the US government (indirect obligations, such as Fannie Mae and Freddie Mac securities, are reportable)

•

certificates of deposit, bankers’ acceptances, commercial paper, and high quality short-term debt (including repurchase agreements)

•

money market funds

•

open-end funds that are not Nuveen Funds

Reportable Transaction Any transaction involving a Reportable Security, except:

•

transactions in Managed Accounts

•

transactions occuring under an Automatic Investment Plan

•

transactions in Nuveen Funds in a Nuveen 401(k) account or directly through BFDS as transfer agent.

[PAGE 3]

Restrictions and Requirements

1. Never abuse a client’s trust, rights, or interests. This means you must never do any of the following:

•

engage in any plan or action, or use any device, that would defraud or deceive a client

•

make any material statements of fact that are incorrect or misleading, either as to what they include or omit

•

engage in any manipulative practice

•

use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a client’s disadvantage

•

conduct personal trading in any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code)

2. Handle conflicts of interest appropriately. This applies not only to actual conflicts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty.

3. Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes information related to any of the following:

•

any Nuveen-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen

•

new products, product changes, or business initiatives

•

past, current, and prospective clients, including their identities, investments, and account activity

“Keeping information confidential” means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others. This includes:

•

making sure no confidential information is visible on your computer screen and desk when you are not there

•

not sharing passwords with others

•

using caution when discussing business in any location where your conversation could be overheard

Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult with Compliance before releasing any confidential information.

4. Handle Inside Information properly. Follow all of the terms described in “Inside Information” below. Be aware that any failure to handle Inside Information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability.

5. Never knowingly trade any security being traded or considered for trade by any Nuveen-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre-clearance, and includes equivalent or related securities.

For example, if a company’s common stock is being traded, you may face restrictions on trading any of the company’s debt, preferred, or foreign equivalent securities, and from trading or exercising any options or futures based on the company’s securities. This applies to you and to any Household Member.

Inside Information

What is Inside Information?

Inside Information is defined as information that is both material and non-public. Information is material if either of the following is true:

•

a reasonable investor would likely consider it important when making an investment decision

•

public release of the information would likely affect the price of a security

Information is generally non-public if it has not been distributed through a widely used public medium, such as a press release or a report, filing or other periodic communication.

Restrictions and requirements

•

Any time you think you might have, or may be about to, come into possession of Inside Information (whether in connection with your position at Nuveen or not), alert Nuveen. If you work for a Nuveen investment adviser, alert your local Compliance or Legal office. Otherwise, alert Nuveen Compliance within the Ethics Office. Follow the instructions you are given.

•

Until you receive further instructions from Compliance or Legal, do not take any action in relation to the information, including trading or recommending the relevant securities or communicating the information to anyone else.

•

Never make decisions on your own regarding potential Inside Information, including whether such information is actually Inside Information or what steps should be taken.

•

If Compliance and/or Legal determine that you have Inside Information:

•

Do not buy, sell, gift, or otherwise dispose of the securities, whether on behalf of a Nuveen- Advised Account or Portfolio, yourself, or anyone else.

•

Do not in any way recommend, encourage, or influence others to transact in the issuer’s securities, even if you do not specifically disclose or reference the Inside Information.

•

Do not communicate the Inside Information to anyone, whether inside or outside Nuveen, except in discussions with Compliance and Legal and as expressly permitted by any confidentiality agreement or supplemental policies and procedures of your investment adviser.

[PAGE 4]

6. Never purchase an equity IPO. This does not apply to initial offerings of fixed income securities, convertible securities, preferred securities, open- and closed-end funds, and commodity pools. This applies to you and to any Household Member.

7. Do not purchase a private placement (limited offering) without advance written approval from Compliance. This includes any private funds advised or subadvised by Nuveen. Approval will depend on whether the investment potentially conflicts with Nuveen business activities and whether the opportunity is available to you because of your position at Nuveen, among other criteria. This applies to you and to any Household Member.

8. Never participate in an investment club or similar entity. This applies to you and to any Household Member.

9. Avoid excessive trading. Never let personal trading interfere with your professional duties, and never engage in market timing, late trading, and other inappropriate actions.

10. Comply with trading restrictions described in the prospectuses for those Nuveen Funds that are advised by Nuveen Fund Advisers, Inc. This includes restrictions on frequent trading in shares of any open-end Nuveen Fund advised by Nuveen Fund Advisers, Inc. Any violation of these trading restrictions is punishable as a violation of the Code. This applies to you and to any Household Member.

11. Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code.

12. Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations.

13. Promptly alert Compliance of any actual or suspected wrongdoing. Alert the Nuveen Compliance Ethics Office or, if applicable, the Chief Compliance Officer of the affiliated investment adviser. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code.

Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code.

Actions

Use PTCC for all actions unless noted otherwise

Upon becoming a Nuveen Employee

1. Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code. This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports.

2. Within 10 calendar days of starting at Nuveen, report all of your Reportable Accounts and holdings in Reportable Securities. Include current information (no older than 45 calendar days before your first day of employment) on all Reportable Securities.

For each security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and principal amount (dollar value). For each Reportable Account, provide information about the broker, dealer, or bank through which the account is held and the type of account. For each Reportable Account, submit a copy of the most recent statement.

Note that there are separate procedures for Managed Accounts, as described below in item 5.

3. Within 10 calendar days of starting at Nuveen, report all current investments in private placements (limited offerings). Limited offerings are Reportable Securities.

4. Within 30 calendar days of starting at Nuveen, move or close any Reportable Account that is not at an approved firm. The approved firms are:

Ameriprise Financial

Barclays Capital Inc.

Chase Investment Services Corp

Charles Schwab

Citigroup Smith Barney

Edward Jones

E*Trade Securities

Fidelity Investments

Goldman Sachs

Interactive Brokers

JP Morgan Private Bank

JP Morgan Securities

Merrill Lynch/Banc of America

Morgan Stanley

Oppenheimer & Co.

OptionsXpress

Scottrade Financial Services

Stifel Financial

T. Rowe Price

TD Ameritrade

UBS Financial Services Inc.

US Bancorp Investments, Inc.

Wells Fargo Advantaged Funds

Wells Fargo Investments

Under very limited circumstances, a Reportable Account may be allowed to remain at a non-approved firm. Examples include:

•

an account owned by a Household Member who works at another financial firm with comparable restrictions

•

an account that holds securities that cannot be transferred

•

an account that cannot be moved because of a trust agreement

To apply for an exception, contact Compliance. For any account granted an exception, arrange for Compliance to receive duplicates of all periodic statements. If a firm cannot provide duplicate statements directly to Compliance, you must take responsibility for providing these statements to Compliance yourself.

Note that consultants and temporary workers may not be required to move or close Reportable Accounts at the discretion of Compliance.

[PAGE 5]

When opening any new Reportable Account (including a Managed Account)

5. Get Compliance pre-approval for any new Managed Account. Using the appropriate form (available from Compliance), provide representations that support the classification of the account as a Managed Account. The form must be signed by the account’s broker or investment manager and by all account owners (you and/or any Household Member).

6. Report any new Reportable Account (other than a Managed Account) that is opened with an approved firm. Do this within 10 calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event.

Before placing any trades in Reportable Securities

7. Pre-clear any trade in Reportable Securities that is above the minimum share quantity. Additional exclusions are noted in the box below. Without pre-clearance, you can trade up to 500 shares over any period of 5 trading days in any security with a market capitalization (on the trade date) of at least $5 billion. This applies only to securities that trade in share quantities, and therefore does not extend to options or fixed income securities.

If your trade requires pre-clearance, request approval through PTCC before you or any Household Member places an order to buy or sell any Reportable Security. Approval, if granted, expires at the end of the day it was granted. When requesting pre-clearance, follow this process:

•

Request pre-clearance on the same day you want to trade. Be sure your pre-clearance request is accurate as to security and direction of trade.

•

Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade.

•

Place day orders only. Do not place good-til-canceled orders. You may place orders for an after-hours trading session using that day’s pre-clearance approval, but you must not place any order that could remain open into the next regular trading session.

8. You must hold a position in a Reportable Security, other than ETFs, for 30 calendar days from your most recent purchase of that security before realizing any profit. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in-first-out basis.

You may be required to surrender any gains realized through a violation of this rule. You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies.

NOTE: All Reportable Securities that qualify for the 500-share exemption from pre-clearance are still subject to the 30 calendar day holding requirement.

Before influencing any trades in a Managed Account

9. Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with Compliance to discuss whether the account in question can properly remain classified as a Managed Account. This applies to you and to any Household Member.

Every quarter

10. Within 30 calendar days of the end of each calendar quarter, verify that all Reportable Transactions made during that quarter have been reported. PTCC will display all transactions of yours for which it has received notice. For any transactions not displayed (such as transactions in accounts you have approval to maintain elsewhere), you are responsible for ensuring that Compliance promptly receives copies of all account statements so that they can enter them into PTCC.

For each Reportable Transaction, you must provide, as applicable, the security name and type, the ticker symbol or CUSIP, the interest rate (coupon) and maturity date, the number of shares, the principal amount (dollar value), the nature of the trade (buy or sell), and the name of the broker, dealer, or bank that effected the transaction. It is very important that you carefully review and verify the transactions and related details displayed on PTCC, checking for accuracy and completeness. If you find any errors or omissions, correct or add to your list of transactions in PTCC.

What needs to be pre-cleared

Pre-clearance required

•

all actively initiated trades in Reportable Securities, which includes ETFs and closed-end funds (both Nuveen and non-Nuveen)

Be aware that pre-clearance can be withdrawn even after it has been granted, and even after you have traded, if Nuveen later becomes aware of Nuveen-Advised Account or Portfolio trades whose existence would have resulted in denial of pre-clearance. In these cases you may be required to reverse a trade and/or forfeit an appropriate portion of any profit, as determined by Compliance.

No pre-clearance required

•

trades that fall within the 500-share exception

•

shares of any open-end mutual fund (including Nuveen Funds)

•

securities acquired or disposed of through actions outside your control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions

•

trades made through an Automatic Investment Plan that has been disclosed to Compliance in advance

•

trades in a Managed Account

•

donations or gifting of securities

[PAGE 6]

Transaction records in any Nuveen Fund in your Nuveen 401(k) account and any account with BFDS as transfer agent are obtained directly by Compliance and are not included in the quarterly transaction verification process.

Every year

11. Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and file your Annual Holdings and Accounts Report. The report must contain the information described in item #2 on page 4, and include your certification that you have reported all Reportable Accounts, and all holdings and transactions in Reportable Securities for the previous year.

You must include your Nuveen 401(k) account and any account with BFDS as transfer agent in your annual Account Report.

For Managed Accounts, you and any Household Member must execute a written reaffirmation in regard to the classification of the account as a Managed Account. No broker or investment manager signature is required on this annual reaffirmation.

You also need to acknowledge any amendments to the Code that occur during the course of the year.

Additional rules for “Section 16 officers”

•

Pre-clear (through PTCC) any transactions in closed-end funds of which you are a Section 16 officer. Your request will be reviewed by Legal in Chicago.

•

When selling for a gain any securities you buy that are issued by the entity of which you are Section 16 officer, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in-first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 officer, no exception from pre-clearance is available.

•

Email details of all executed transactions in these securities to Legal in Chicago.

Contact Legal in Chicago if you are unsure whether you are a Section 16 officer or if you have any other questions.

Code Administration

Training

You will be required to participate in training on the Code when joining Nuveen as well as periodically during the time you are subject to the Code.

Exceptions

The Code exists to prevent violations of law. No exceptions that would violate any law will be granted.

Monitoring and enforcement

Nuveen Compliance is responsible for monitoring transactions and holdings for any violations of this Code. Any individual who violates the Code is subject to penalty. Possible penalties may include a written warning, restriction of trading privileges, disgorgement of trading profits, fines, and suspension or termination of employment. Literal compliance with the Code, such as pre-clearing a transaction, will not make a person immune from liability for conduct that violates the spirit of the Code.

Applicable rules

The Code has been adopted in recognition of Nuveen’s fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Nuveen Funds advised by Nuveen Fund Advisors, Inc., under Rule 17j-1.

Some elements of the Code also constitute part of Nuveen’s response to Financial Industry Regulatory Authority (FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC, and National Futures Association (NFA) requirements that apply to personnel affiliated with Nuveen Commodities Asset Management, LLC.

WINSLOW CAPITAL MANAGEMENT, LLC

SUPPLEMENT TO

NUVEEN INVESTMENTS’ JANUARY 2013 CODE OF ETHICS

This supplement contains an additional restriction on personal securities transactions that applies to all employees of Winslow Capital Management, LLC (“WCM”).

All WCM employees and their Household Members (as defined in the Code) are prohibited from transacting in any security held in any account, portfolio or fund advised or sub-advised by WCM. This prohibition includes any options or derivatives related to such securities.

This restriction does not apply to securities held in a Managed Account (as defined in the Code), as long as the employee does not influence any trades in the Managed Account.

Any violation of this restriction is punishable as a violation of the Code.

Any exception to this restriction must be approved in advance in writing by WCM’s Chief Compliance Officer.