AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

This Amendment No. 1 (the “Amendment”), made and entered into as of July 18, 2014, is made a part of the Subadvisory Agreement between RiverSource Investments, LLC, a Minnesota limited liability company (“Investment Manager”), and Wells Capital Management Incorporated, a California corporation (“Subadviser”), dated April 8, 2010 (the “Agreement”) with respect to the fund or funds (the “Fund”) identified in the Agreement.

WHEREAS, Investment Manager, by amendment to its articles of incorporation dated May 5, 2010, has changed its legal name to Columbia Management Investment Advisers, LLC; and

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement.

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

Attorney-in-Fact Authority with Respect to Certain Fund Investments . To the extent permitted by applicable laws and regulation, Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein with regard to the portion of assets of the Fund allocated to the Subadviser from time to time, and is hereby appointed as the Fund’s agent and attorney-in-fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadviser’s execution thereof, agreements and execute any documents on behalf of the Fund (e.g. any documentation relating to futures, other derivatives or other investments, 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, in the ordinary course of executing transactions

or managing positions that are covered under the Paragraph 1, 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, options or other contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral, or grant security interests, 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.

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.

Date: 8/29, 2014

Code of Business Conduct and Ethics

July 21, 2014

 

 

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Code of Business Conduct and Ethics

July 21, 2014

BlackRock, Inc. and its subsidiaries (collectively, “BlackRock”) 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 BlackRock policies, you should follow the reporting process described in Section 15 of this Code.

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 & Compliance Department (“L&C”). 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 L&C 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 BlackRock holds information and training sessions, including an annual compliance program provided by L&C, to assist employees in achieving compliance with the laws and regulations applicable to BlackRock and its activities.

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 BlackRock.

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Your obligation to conduct BlackRock’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 BlackRock. 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 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. 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 BlackRock may only engage in such activities after receiving pre-clearance approval under BlackRock’s Outside Activity Policy . Moreover, directors of BlackRock 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 BlackRock’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, or a member of L&C. 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 L&C.

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 a Personal Trading Policy . Under the Personal Trading Policy, 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 L&C.

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 BlackRock directly or indirectly. Employees, officers and directors owe a duty to BlackRock to advance its legitimate interests when the opportunity to do so arises.

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

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July 21, 2014

each endeavor to respect the rights of and deal fairly with BlackRock’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.

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 Global Gifts and Entertainment Policy , the Compliance Manual and BlackRock’s Corporate Travel and Entertainment Policy . Please discuss with your supervisor or a member of L&C 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 BlackRock’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 BlackRock’s Policy on Anti-Bribery and Corruption.

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 intranet.

BlackRock 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 regarding maintenance and retention of books and records. BlackRock’s record retention policies are available on the intranet.

Generally, all of BlackRock’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect BlackRock’s transactions and must conform both to applicable legal requirements and to BlackRock’s system of internal controls.

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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 Global Employee Travel & Expense Reimbursement Policy is available on the intranet.

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 BlackRock’s record retention policies. Finally, in the event of litigation or governmental investigations, please consult L&C regarding any specific record-keeping requirements or obligations.

Generally, BlackRock employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by BlackRock or its clients, except when disclosure is authorized by L&C or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to BlackRock 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. Any questions regarding this policy or other issues relating to confidential information should be directed to a member of L&C.

You should endeavor to protect BlackRock’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on BlackRock’s profitability. Any suspected incident of fraud or theft must immediately be reported to L&C for investigation, and employees are strongly encouraged to report the incident to their supervisors. BlackRock technology, equipment or other resources should not be used for non-BlackRock business, though incidental personal use may be permitted.

Your obligation to protect BlackRock’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 BlackRock 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.

BlackRock employees, officers, directors or representatives are prohibited from offering or giving anything of value, directly or indirectly to:

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 Anti-Bribery and Corruption Policy .

Charitable contributions can give rise to breaches of anti-bribery laws. Guidance on these issues is set out in BlackRock’s Political Contributions Policy.

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 Political Contributions Policy .

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BlackRock prohibits the use, possession or distribution of illegal drugs by employees while employed by BlackRock. Also, the BlackRock prohibits any use of alcohol by employees that might affect their fitness for duty or job performance, the operations of BlackRock, 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.

BlackRock 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.

Employees must immediately report illegal or unethical behavior to a member of L&C who supports your department or a Managing Director within L&C. 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, BlackRock 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.

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:

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.

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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 .

BlackRock 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.

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Policy

Code of Ethics for JPMAM

Effective Date: 02/01/2005 | Last Revision Date: 05/06/2014

Last Review Date: 05/06/2014

For distribution only to clients

TABLE OF CONTENTS

2

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 an investment adviser registered under section 203 of the Advisers Act to establish, maintain and enforce a written Code of Ethics that, at minimum includes:

While all J.P. Morgan Chase & Co. (“JPMC”) employees, including JPMAM Supervised Persons are subject to the Personal Trading Policies under the JPMC Code of Conduct, this Code establishes more stringent standards reflecting the fiduciary obligations of JPMAM and its Supervised Persons . In the event that a difference exists between any of the standards identified in the above referenced documents, the more restrictive provisions shall apply.

JPMAM hereby designates the staff of its Compliance Department to act as designees for the respective CCOs of the JPMAM registered investment advisers in administering this Code. Any questions regarding the Code or its application should contact the Compliance Department via email at JPMAM.Compliance.Mailbox@jpmorgan.com.

It is the duty of all Supervised Persons to place the interests of JPMAM clients before their own personal interests at all times and to avoid any actual or potential conflicts of interest. Given the potential access to Proprietary and Client information that Supervised Persons may have, 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 must report their personal securities transactions and holdings each quarter to JPMAM for review. (See Section 5 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 set forth in the Code are hereby adopted and certified as reasonable necessary 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 .

3

The Compliance Department shall distribute a copy of the Code and any amendments to all Supervised Persons in a quarterly basis. Receipt of the Code and its amendments 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 are to be maintained by the Compliance Department. The form of acknowledgment shall be determined by the Compliance Department.

Annually, each CCO must review the adequacy of the Code and the policies and the procedures herein referenced.

The Code is intended to reflect fiduciary principles that govern the conduct of JPMAM and its Supervised Persons in those situations where JPMAM acts as investment adviser as defined under the Advisers Act in providing investment advice to Clients .

Included herein are sections on:

Access Persons must submit holdings reports to the Compliance Department documenting current securities holdings.

Each holdings report must contain, at a minimum:

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.).

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.

4

The date the Access Person submits the report to the Compliance Department.

Access Persons must submit both an Initial and Annual holdings report:

Must be submitted 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 .

Must be submitted 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

Access Persons must submit to the Compliance Department securities transactions reports on a quarterly basis, in the form designated by the Compliance Department. Securities transaction report must meet the following requirements:

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 :

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.

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

An Access Person need not submit:

Supervised Persons must obtain approval from the Compliance Department before directly or indirectly acquiring 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.

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.

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.

6

 Charles Schwab

 Chase Investment Services Corp.

 E*TRADE

 Fidelity Brokerage Services

 J.P. Morgan Private Bank

 J.P. Morgan Private Wealth Management

 J.P. Morgan Securities

 Merrill Lynch

 Morgan Stanley/Smith Barney

The personal trading and investment activities of Supervised Persons are subject to particular scrutiny due to 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. Accordingly, Supervised Persons may be restricted from conducting personal investment transactions during certain periods (called “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 it is determined that such activity has the appearance of 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.

As set forth under the Personal Trading Policy, 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 Reportabl e 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.

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.

7

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 employee’s group head and senior management. 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 regulatory registration.

The Compliance Department is responsible for maintaining books and records, including:

Supervised Persons have a responsibility to protect the confidentiality of information related to Clients . This responsibility may be imposed by law, may arise out of agreements with Clients , 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.

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.

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.

8

Supervised Persons shall not transact 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 effected based on confidential information, including material non-public information.

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:

Prior to any telephone calls, video, and in-person meetings between a Portfolio Manager or employee arranging the meeting 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 Portfolio Manager must obtain preclearance from Compliance. In order to obtain preclearance approval, the following information must be provided to Compliance prior to the meeting:

Compliance will respond via email and will ensure that appropriate controls are instituted.

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 gifts subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database for approval and any violations of the Policy are subject to the Escalation Guidelines.

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 for approval and any violations of the Policy are subject to the Escalation Guidelines.

9

JPMorgan Chase has a strict policy that forbids political contributions made on behalf of JPMC , 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 Political Action Committees are excluded from pre-clearance and reporting requirements.

Charitable contributions made on behalf of the Firm must adhere to the JPMC Global Philanthropy Policy.

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 Persons must be aware of 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:

More specific guidelines 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.

If any material change in relevant circumstances occurs, Supervised Persons must seek clearance for a previously approved activity. A material change may arise from a change in your job or association with JPMAM or in your role with respect to that activity or organization. JPMAM employees 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. Employees 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.

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.

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Escalation Guidelines are applicable to all employees of JPMAM and are maintained by Compliance. 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 should be taken.

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.

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. 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 personal 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.

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Effective: April 1, 2013, Amended May 5, 2014

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TABLE OF CONTENTS

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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.

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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 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

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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:

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.

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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:

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 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 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.

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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):

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:

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).

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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.

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.

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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.

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:

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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:

After the Chief Compliance Officer or Chief Legal Officer, or the AAMA LP 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.

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.

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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.

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.

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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 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.

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 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 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 General Counsel or AGI U.S. Holdings General Counsel. For additional information, please refer to your Company’s compliance policies and procedures.

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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

Providing Gifts and Business Entertainment

General Principles

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Providing Gifts and Business Entertainment to Government Officials

Providing Gifts and Business Entertainment to Restricted Recipients

Providing Gifts and Business Entertainment to Business Contacts other than Government Officials and Restricted Recipients

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Receiving Gifts

Receiving Business Entertainment

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.

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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:

You are required to disclose any existing outside business activities at the time of hire.

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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:

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 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.

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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 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 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 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:

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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 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 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 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.

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TABLE OF CONTENTS

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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.

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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:

1. Blackout Periods – Allianz SE Shares

2. Blackout Periods – Affiliated Open-End Mutual Funds

3. Blackout Periods – Affiliated Closed-End Funds

4. Affiliated Closed-End Funds – Special Pre-Clearance Procedures

5. Public Offerings

6. Private Placements

7. 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.

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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.

Caution: Shares of Affiliated Open-End Mutual Funds are not Exempt Securities.

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.

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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 .

Note: (1) Affiliated ETFs are subject to pre-clearance and reporting; and (2) closed-end funds are not ETFs.

Note: Instruments issued by the U.S. Government are Exempt Securities and are not subject to pre-clearance or reporting.

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.

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.

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Note: Transactions in 529 Plans that are not distributed by AGID are not reportable.

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.

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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.

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.

Caution: Purchases or sales of Affiliated Closed-End Funds are not deemed to be De Minimis Transactions.

Caution: Purchases or sales of Affiliated ETNs are not deemed to be De Minimis Transactions.

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; and (ii) 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.

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De Minimis Transactions

Investment Persons may not purchase or sell Securities if, on the day of pre-clearance :

Non-De Minimis Transactions

Investment Persons may not purchase or sell Securities if:

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.

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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 :

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 :

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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.

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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.

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:

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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

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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.

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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:

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”:

Note: The Code of Ethics Office independently verifies that the account is fully managed with your broker or financial adviser.

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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.

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:

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. Designated Broker-Dealers

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.

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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 “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. 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).

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).

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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.

The Code of Ethics Office provides you with notification of, and instructions pertaining to, your initial, quarterly 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 a quarterly basis, you are required to report your personal securities transactions to the Code of Ethics Office no later than 30 days after the close of the calendar quarter. With respect to accounts held with a Designated Broker-Dealer, the Company receives transactions directly from the broker-dealer through an electronic feed. With respect to accounts held with a Non-Designated Broker-Dealer, 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.

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.

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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

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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.

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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